<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               ___________________

                                   FORM 10-K/A

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 2002

                                       OR

[_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from __________ to __________

                         Commission File Number 1-13806

                           IDINE REWARDS NETWORK INC.
             (Exact Name of Registrant as Specified in its Charter)

                       Delaware                                 84-6028875
           (State or Other Jurisdiction of                   (I.R.S. Employer
            Incorporation or Organization)                Identification Number)

2 North Riverside Plaza, Suite 950, Chicago, Illinois              60606
      (Address of Principal Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code:  (312) 521-6767

Securities registered pursuant to Section 12(b) of the Act:


    Title of Each Class            Name of Each Exchange on Which Registered
    -------------------            -----------------------------------------
Common Stock, par value $0.02      American Stock Exchange
 per share

Securities registered pursuant to Section 12(g) of the Act:  None


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No[_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [X]

<PAGE>

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [_]

     Based on the closing sale price of June 30, 2002, the aggregate market
value of voting stock held by non-affiliates of the registrant was approximately
$76,250,463.

     The number of shares of the registrant's common stock outstanding as of
March 18, 2003 was 22,135,914.

DOCUMENTS INCORPORATED BY REFERENCE: Information contained in our Proxy
Statement for the Annual Meeting of Stockholders held May 28, 2003 is
incorporated herein by reference in response to Items 10, 11, 12 and 13.

<PAGE>

ITEM 5. MARKET FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS hereby is
amended to read in its entirety as follows:

ITEM 5. MARKET FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

On April 5, 2001, the New York Stock Exchange advised us that while we were in
compliance with the market capitalization threshold it intended to de-list our
common stock and our Series A Senior Convertible Redeemable Preferred Stock (the
"Series A convertible preferred stock") since we did not, at the time, meet the
minimum stockholders' equity requirement of $50 million. Effective April 16,
2001, our common stock was listed on the American Stock Exchange ("AMEX"). The
following table sets forth the high and low prices of our common stock for the
last two years ended December 31, 2002.

Quarter Ended                                Low                 High
-------------------------------           -----------         ----------
Year ended December 31, 2002
     Fourth Quarter                             $7.90            $ 11.25
     Third Quarter                               8.60              12.90
     Second Quarter                              8.00              12.00
     First Quarter                               4.25              10.20
Year ended December 31, 2001
     Fourth Quarter                              2.50               4.50
     Third Quarter                               2.30               3.80
     Second Quarter                              2.60               4.09
     First Quarter                               2.49               3.69

We have not paid cash dividends on our common stock in our two most recent
fiscal years. The payment of dividends to holders of common stock, if any, in
the future will depend upon, among other things, our earnings and financial
requirements, as well as general business conditions. We do not expect to pay
any cash dividends on our common stock in the foreseeable future. The number of
holders of record of our common stock as of March 18, 2003 was approximately
315.

                                        1

<PAGE>

                      Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                                                     Number of securities remaining
                                 Number of securities to       Weighted average       available for future issuance
                                 be issued upon exercise       exercise price of        under equity compensation
                                 of outstanding options,      outstanding options,     plans (excluding securities
Plan category                      warrants and rights        warrants and rights        reflected in column (a))
-------------                      -------------------        -------------------        ------------------------
<S>                              <C>                          <C>                     <C>
                                          (a)                         (b)                           (c)
Equity compensation plans
  approved by security
  holders .....................        2,478,300                      4.57                       1,110,666

Equity compensation plans
  not approved by security
  holders .....................        5,075,584 (1)                  5.74                             ---

             Total ............        7,553,884                      5.36                       1,110,666
</TABLE>

(1) Includes warrants to purchase 4,925,584 shares of common stock with an
exercise price between $2.48 and 7.30 per share and options to purchase 150,000
shares of common stock with an exercise price of $3.00 per share.


On June 12, 2002, we sold 3.0 million shares of our common stock at $9.50 per
share in a private placement to a group of 15 unaffiliated institutional
investors from which we received $26,280,000 net of financial advisory, agent
and legal fees. The offering was underwritten by Fulcrum Global Partners LLC,
and the transaction was exempt from registration under Section 4(2) of the
Securities Act of 1933. We subsequently filed a registration statement on Form
S-3 to register these unregistered shares.

The proceeds from the stock issuance were used to purchase 2,474,576 shares of
Series A Convertible Preferred Stock in a tender offer that we completed on July
15, 2002.

Furthermore, consistent with the terms of the Series A Convertible Preferred
Stock, we gave notice to the holders of our Series A Convertible Preferred Stock
of our intention to exercise our right to convert all of our issued and
outstanding shares of Series A Convertible Preferred Stock into shares of our
common stock. On January 23, 2003, 1,329,345 shares of our Series A Convertible
Preferred Stock were converted into 1,586,122 shares of our common stock.

                                        2

<PAGE>

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT hereby is amended to
read in its entirety as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information included under the captions "Election of Directors" and "Section
16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement for the
Annual Meeting of Stockholders to be held on May 28, 2003 is incorporated herein
by reference.

Executive officers of the registrant

George S. Wiedemann, 58, has been a director since 1998 and became President and
Chief Executive Officer of iDine in September 2002. From October 2000 to
September 2002, Mr. Wiedemann was the Chairman of the Board and Chief Executive
Officer of Responsys Inc. Prior to that, Mr. Wiedemann was Chairman of the Board
and Chief Executive Officer of GreyDirect Marketing Group, Inc., a direct
marketing agency he founded in 1979. Mr. Wiedemann served as Chairman of the
Board of the Direct Marketing Association in 1999. Mr. Wiedemann currently
serves as a director of Responsys Inc.

Richard E. Carolan, 51, became Executive Vice President, Sales in April 2002.
Prior to joining iDine, Mr. Carolan was Executive Vice President of Sales and
Syndications for Guaranty Capital Corporation. From 1979 to 1999, Mr. Carolan
held various sales and sales management positions with Bank of New England,
which became BTM Capital Corporation, a wholly owned subsidiary of
Tokyo-Mitsubishi, Ltd.

Gerald J. Hughes, 36, became Senior Vice President, Business Development in
November 2000. Prior to that, he served as Vice President of Business
Development for iDine.com, Inc., a subsidiary of iDine. From 1996 through 1999,
Mr. Hughes was a management consultant with Deloitte Consulting.

Stephen E. Lerch, 49, became Executive Vice President and Chief Financial
Officer in February 1997. In April 2003, Mr. Lerch became Chief Operating
Officer, Dining. Prior to joining iDine, Mr. Lerch was a partner with Coopers
and Lybrand LLP (now PricewaterhouseCoopers LLP), where he worked from 1978 to
1997.

Gregory J. Robitaille, 39, became Executive Vice President of Corporate
Development in February 2001. From April 2000 to January 2001, Mr. Robitaille
managed our revenue management and web site projects, and from September 1995 to
March 2000, he was a managing director for Equity Group Investments, L.L.C.

                                        3

<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS hereby is amended to
read in its entirety as follows:

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreements

In January 1997, Stephen E. Lerch became our Chief Financial Officer. Pursuant
to his offer letter, dated January 29, 1997, Mr. Lerch received a signing bonus
of $60,000 and is entitled to an annual base salary of $200,000, a minimum bonus
of $15,000 per year, a $1,000 per month automobile allowance and a Transmedia
Card, to be used for both business and personal use. In addition, under the
offer letter, we agreed to recommend to our board of directors that Mr. Lerch be
elected Executive Vice President and to recommend that our stock option
committee award him 10,000 shares under our qualified stock option plan. The
offer letter also provides that a lump sum payment of $500,000 will be paid to
Mr. Lerch in the event of a change in our control. As of December 31, 2002, Mr.
Lerch earned a base salary of $262,500 per year.

Gerald J. Hughes is currently our Executive Vice President, Business
Development. Pursuant to his offer letter, dated March 30, 2000, Mr. Hughes is
entitled to an annual base salary of $195,000 (subject to annual review) and is
eligible for an annual cash bonus of up to a maximum of 50% of his base salary.
His offer letter also entitles Mr. Hughes to receive options to purchase 3.0% of
the initial fully-diluted shares in iDine.com, Inc. at an exercise price that is
140% of a specified valuation of iDine.com, Inc. or $35 million divided by the
initial number of fully-diluted shares of iDine.com, Inc. The offer letter
provides that these options will vest ratably on each of the first four
anniversaries of Mr. Hughes' commencement of employment with us. In addition,
under the terms of his offer letter, Mr. Hughes is eligible to receive all of
the benefits generally available to our employees and to participate in the
Executive Benefit Plan, which includes the executive dining benefit, severance
arrangements and compensation in the event of a change of control. In the event
of a change in our control and for a period of one year following a change in
our control, if Mr. Hughes is terminated by us other than for cause, his offer
letter states that he is entitled to receive a severance payment equal to 12
months of his salary, plus the greater of the guaranteed bonus for the year or
the pro rata portion of the full bonus potential for that year. Upon such change
in control, unvested options will immediately vest as provided in our 1996
Long-Term Incentive Plan. In addition, Mr. Hughes will be permitted, for a
period of 12 months, to continue participating in the employee welfare benefit
plans in which he was participating on his termination date.

In February 2001, Gregory Robitaille became our Executive Vice President of
Corporate Development. Pursuant to his offer letter, dated February 1, 2001, Mr.
Robitaille is entitled to receive an annual base salary of $218,000, subject to
annual review. In addition, his offer letter provides for the grant of options
to purchase 250,000 shares of our common stock at an exercise price of $2.50 per
share and the grant of options to purchase another 50,000 shares of our common
stock at an exercise price of $2.8750 per share, which options vest ratably on
each anniversary of the commencement of his employment with us. Mr. Robitaille
is also entitled, pursuant to the terms of his offer letter, to receive a bonus
subject to the terms of the senior management bonus program. The offer letter
also provides that if Mr. Robitaille's employment is terminated for any reason
or if there is a diminution in his duties resulting from a change in our
control, he will receive 12 months of his then-current base salary, will
participate in the senior management bonus pool, and will be entitled to full
options vesting and exercise

                                        4

<PAGE>

privileges as provided in our 1996 Long-Term Incentive Plan. In addition, in the
event of his termination without cause, or in the event of a change in our
control, Mr. Robitaille's offer letter provides for his continued entitlement to
the executive dining benefit and continued participation in our health care plan
pursuant to COBRA.

Pursuant to his offer letter, dated June 19, 2001, Ed Gnatiuk, our Vice
President and Chief Technology Officer, is entitled to receive an annual base
salary of $200,000 and is eligible for a bonus of 45% of his base salary, based
on our achieving stated financial performance criteria. In addition, Mr.
Gnatiuk's offer letter provides for the grant of options to purchase 45,000
shares of our common stock at an exercise price of $3.62 upon commencement of
employment and options to purchase an additional 40,000 shares of our common
stock at the same exercise price in January 2002, in each case pursuant to our
1996 Long-Term Incentive Plan. Mr. Gnatiuk's offer letter states that he is also
eligible to receive annual option grants at the discretion of our Chief
Operating Officer and the compensation committee of our board of directors and
he is entitled to receive our standard comprehensive benefits package as well as
our executive dining benefit. Mr. Gnatiuk has agreed that in the event that he
should leave our employ (whether voluntarily or involuntarily), he will refrain
from interfering with or diverting any relationships with individuals with whom
we have business relationships. This provision will be void in the event of a
change in our control.

Pursuant to an offer letter, dated March 14, 2002, Richard E. Carolan became our
Executive Vice President and Head of Restaurant Sales. Under the terms of his
offer letter, Mr. Carolan was entitled to receive an annual base salary of
$250,000, to be reviewed annually and to increase, in any event, to no less than
$275,000 starting January 1, 2003. In addition, the agreement provided that Mr.
Carolan was eligible to participate in the senior management bonus program,
under which he was guaranteed a minimum bonus of $100,000. Because Mr. Carolan
was required to relocate to Miami, we also reimbursed him for various
house-hunting expenses and up to $2,000 per quarter for weekend family visits.
Mr. Carolan's offer letter also provided for the grant of options to purchase
225,000 shares of our common stock at an exercise price equal to the closing
price of our common stock on the date of his acceptance of his offer of
employment, vesting ratably on each of the first four anniversaries of his
employment with us, and an automobile allowance of $1,000 per month. In
addition, the agreement provided that Mr. Carolan was entitled to receive our
comprehensive benefit package and our executive dining benefit. In the event
that Mr. Carolan is terminated without cause, or experiences a diminution of his
duties as the result of a change in our control, he is entitled to receive 12
months of his then-current base salary and to participate in the senior
management bonus pool, and he is entitled to full options vesting and exercise
privileges as well as full vesting in our 401(k) plan and continued
participation in our health care plan pursuant to COBRA.

In January 2003, we terminated Mr. Carolan's employment, and pursuant to his
termination agreement, dated January 15, 2003, Mr. Carolan was entitled to
twelve months' salary, which we paid in a lump sum. Under his termination
agreement, Mr. Carolan will receive $4,000 for moving expenses, $1,770 for one
month's rent for his Miami apartment, $3,000 representing foregone interest on
his country club membership and personal counsel fees relating to the review of
his severance agreement, not to exceed $2,000. Mr. Carolan is also entitled to
certain bonus payments to be pro-rated for the year. In addition, 168,750 of the
options granted to Mr.

                                        5

<PAGE>

Carolan became fully-vested, giving Mr. Carolan 90 days to exercise those
options, while another 56,250 of the options granted to Mr. Carolan became
exercisable up to and including July 1, 2003. In exchange for this
consideration, Mr. Carolan was required to execute a general release.

In September 2002, Gene M. Henderson resigned as President and Chief Executive
Officer. In connection with his resignation, we entered into a termination
agreement with Mr. Henderson, dated October 23, 2002. Pursuant to the
termination agreement and pursuant to his employment contract, dated October 13,
1998, Mr. Henderson is to receive cash payments totaling $1,500,000, which is
the equivalent of approximately twice his annual salary and bonus, as well as
continued healthcare coverage for a period of 18 months, in accordance with
COBRA. Mr. Henderson is also entitled to any accrued benefits under any employee
benefit plan and is entitled to reimbursement for reasonable expenses accrued
through the date of his termination. Mr. Henderson has agreed that, until
January 1, 2003, he will not be employed by, invest in or perform work for a
business in which we or our affiliates are engaged and he will refrain from
offering employment or a consulting relationship to any person who is an
employee of or a consultant to us or our affiliates. In addition, both we and
Mr. Henderson have agreed to refrain from making any disparaging statements
about the management, business or business practices of one another. Mr.
Henderson was also required to sign a general release and agreed not to bring
any action against us for any claims covered by the release.

Our board of directors appointed George S. Wiedemann as President and Chief
Executive Officer following Mr. Henderson's resignation. In addition to a base
salary of $500,000 (subject to annual review), Mr. Wiedemann's employment
agreement, dated September 25, 2002, provides for an annual bonus opportunity of
up to 100% of his base salary and an option to purchase 1,000,000 shares of our
common stock, pursuant to our 1996 Long-Term Incentive Plan, at an exercise
price of $9.58 per share. These options will vest ratably on September 30 of
each of the first four years of Mr. Wiedemann's employment. Mr. Wiedemann is
also entitled to a comprehensive physical examination on an annual basis at our
expense. In addition, Mr. Wiedemann's employment agreement provides for
severance payments that include 12 months of his base salary, an amount equal to
the average of his annual bonus for the three years preceding his termination
and any portion of his annual bonus actually achieved. Prior to the second
anniversary of his employment, we will also provide accelerated vesting of Mr.
Wiedemann's common stock options. In consideration for these severance
arrangements, Mr. Wiedemann will be required to sign and comply with a
termination agreement, which will include non-competition provisions, a general
release of liability and a covenant not to bring any actions against us that are
covered by the release. In addition to these severance arrangements, Mr.
Wiedemann's employment agreement provides that, in the event of a change in our
control, or if Samuel Zell ceases to be Chairman of our board of directors, Mr.
Wiedemann will be entitled to a lump sum severance payment equal to 18 months of
his then-current base salary plus the greater of the guaranteed bonus for that
year or the pro rata portion of the full bonus potential for that year. Any of
Mr. Wiedemann's options that have not yet vested at that point will vest, and he
will be entitled to participate, for a 12-month period, in employee welfare
benefit plans in which he was participating on his termination date.

                                        6

<PAGE>

The employment agreements of each of the officers listed above (with the
exception of Mr. Lerch) contain both confidentiality and non-competition
provisions. The non-competition provisions survive for one year following
voluntary or involuntary termination.

Agreements Affecting the Voting and Disposition of Common Stock

We and certain of our stockholders are parties to several agreements that affect
the voting and disposition of our common stock. The principal terms of these
agreements are as follows:

Halmostock Limited Partnership, which owned 551,442 shares of our common stock
as of March 18, 2003, and Melvin Chasen and Iris Chasen, who together own
232,661 shares of our common stock, agreed to grant Samstock, L.L.C., which was
the beneficial owner of 5,797,207 shares, or 24.1% of the outstanding shares of
our common stock as of March 18, 2003, (a) the right of first refusal on all
public and private sales of their shares and (b) certain rights to require them
to sell all of their share holdings in the event Samstock, L.L.C. sells its
shares; provided, however, that Halmostock Limited Partnership will not be
required to sell 92,000 shares of our common stock at a share price of $7.11 or
less. These arrangements will terminate if Samstock, L.L.C. and its affiliates
cease to own voting securities representing at least 5% of the combined voting
power of our stock.

Minotaur Partners II, L.P., ValueVision International Inc., Dominic Mangone and
Raymond Bank, who together beneficially owned 4,521,041 shares of our common
stock as of March 18, 2003, or 20.3% of the outstanding shares of our common
stock, agreed that they will not take any of the following actions prior to
August 23, 2005 without the approval of a majority of our disinterested
directors, subject to specified limited exceptions: (a) increase their ownership
of voting securities beyond the combined voting power of all voting securities
represented by the shares and the warrants they each beneficially own,
respectively; provided, however, that the foregoing limitation does not prohibit
certain purchases of voting securities directly from us and certain repurchases
of voting securities by us; (b) solicit proxies or assist any other person or
otherwise become a "participant" in the "solicitation" of proxies in opposition
to the recommendation of a majority of disinterested directors; (c) form, join
or participate in any other way in a partnership, pooling agreement, syndicate,
voting trust or other "group," with certain exceptions, or enter into any
agreement or arrangement or otherwise act in concert with any other person, for
the purpose of acquiring, holding, voting or disposing of our voting securities;
(d) assist, encourage or induce any person to bid for or acquire our outstanding
voting securities unless the completion of the transaction requires the approval
of our board of directors and we obtain a suitable confidentiality and
standstill agreement from the party; or (e) take any action to seek to
circumvent any of the foregoing limitations. We have granted registration rights
with respect to the shares of common stock that these stockholders purchased
from us and the shares of common stock issuable upon exercise of warrants held
by these stockholders.

Consulting Agreements

In March 2002, we entered into an agreement with Responsys, Inc. ("Responsys")
pursuant to which Responsys provides e-mail marketing services to us. The term
of the agreement is from June 1, 2002 to May 31, 2004, and the anticipated
payments to be made, based on the level of

                                        7

<PAGE>

services provided for in the contract, total approximately $290,000 for the two
years. At the time the agreement was signed, Mr. Wiedemann was President, Chief
Executive Officer and a stockholder of Responsys. Prior to his becoming our
President and Chief Executive Officer, Mr. Wiedemann resigned as President and
Chief Executive Officer of Responsys. Mr. Wiedemann remains a director and a
stockholder of Responsys.

Since 1997, we have retained the services of Equity Group Investments, L.L.C. to
perform financial consulting and investment advisory services for us. Samuel
Zell, who has been a director since 2002 and is the Chairman of our board of
directors, is the Chairman of Equity Group Investments, L.L.C., and Sheli Z.
Rosenberg, who became a director in November 2000, is Vice Chairperson of Equity
Group Investments, L.L.C. We believe that such services have been on terms no
less favorable to us than could have been obtained from other independent
parties. In fiscal 2002, we paid fees and expenses to Equity Group Investments,
L.L.C. in the amount of $250,000 for financial consulting and investment
advisory services, and we anticipate paying fees in the amount of $250,000 for
such services in fiscal 2003.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K hereby
is amended to read in its entirety as follows:

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

       The following documents are being filed as part of this report:

(a) 1. FINANCIAL STATEMENTS
       See response to Item 8 above.

    2. FINANCIAL STATEMENT SCHEDULES

       Schedule II - Valuation and Qualifying Accounts

    3. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K AND PARAGRAPH (C) BELOW
       See response to Item 15(c) below.

(b) Reports on Form 8-K
       None

(c) Exhibits

Exhibit No.                          Description
-----------                          -----------

3.1**        Restated Certificate of Incorporation of iDine Rewards Network Inc.

3.3+         By-Laws of iDine Rewards Network Inc., as amended.

                                        8

<PAGE>

Exhibit No.                            Description
-----------                            -----------

4.1           Form of Certificate of Designations, Preferences and Rights of
              Series A Preferred Stock of Transmedia Network Inc. is
              incorporated herein by reference to Exhibit 3.5 to Amendment No. 1
              to Transmedia Network Inc.'s Registration Statement on Form S-2
              (File No. 333-84947), filed on October 5, 1999.

4.2           Form of Series A Preferred Stock certificate is incorporated
              herein by reference to Exhibit 4.1 to Amendment No. 1 to
              Transmedia Network Inc.'s Registration Statement on Form S-2 (File
              No. 333-84947), filed on October 5, 1999.

4.3           Form of Rights Agreement between Transmedia Network Inc. and
              American Stock Transfer & Trust Company is incorporated herein by
              reference to Exhibit 4.2 to Amendment No. 1 to Transmedia Network
              Inc.'s Registration Statement on Form S-2 (File No. 333-84947),
              filed on October 5, 1999.

4.4           Investment Agreement, dated as of April 28, 2000, among Transmedia
              Network Inc., Gene M. Henderson, Herbert M. Gardner, James M.
              Callaghan, Gregory J. Robitaille, John A. Ward III, George S.
              Wiedemann, Christine M. Donohoo, Frank F. Schmeyer, Elliot
              Merberg, Gerald Fleischman, and Tim Litle is incorporated herein
              by reference to Exhibit 4.7 to Transmedia's Annual Report on Form
              10-K (File No. 001-13806), filed on December 29, 2000.

4.5           Co-Sale and Voting Agreement, dated as of April 28, 2000, among
              Transmedia Network Inc., Samstock, L.L.C., Gene M. Henderson,
              Herbert M. Gardner, James M. Callaghan, Gregory J. Robitaille,
              John A. Ward III, George S. Wiedemann, Christine M. Donohoo,
              Frank F. Schmeyer, Elliot Merberg, Gerald Fleischman and Tim Litle
              is incorporated herein by reference to Exhibit 4.8 to Transmedia
              Network Inc.'s Annual Report on Form 10-K (File No. 001-13806),
              filed on December 29, 2000.

4.6+          Termination of Co-Sale and Voting Agreement, dated as of
              February 5, 2003, among iDine Rewards Network Inc., Samstock,
              L.L.C. and each of the investors listed therein.

4.7           Investment Agreement, dated as of April 28, 2000, among Transmedia
              Network Inc., Minotaur Partners II, L.P., ValueVision
              International Inc., Dominic Mangone and Raymond Bank is
              incorporated herein by reference to Exhibit 4.5 to Transmedia
              Network Inc.'s Annual Report on Form 10-K (File No. 001-13806),
              filed on December 29, 2000.

4.8+          First Amendment, dated February __, 2003, to the Investment
              Agreement, dated April 28, 2000, among iDine Rewards Network Inc.,
              Samstock, L.L.C., Minotaur Partners II, L.P., ValueVision
              International Inc., Dominic Mangone and Raymond Bank.

                                        9

<PAGE>

Exhibit No.                           Description
-----------                           -----------

4.9           Co-Sale and Voting Agreement, dated as of April 28, 2000, among
              Transmedia Network Inc., Samstock, L.L.C., Minotaur Partners II,
              L.P., Value Vision International Inc., Dominic Mangone and Raymond
              Bank is incorporated herein by reference to Exhibit 4.6 to
              Transmedia Network Inc.'s Annual Report on Form 10-K (File No.
              001-13806), filed on December 29, 2000.

4.10**        Termination of Co-Sale and Voting Agreement, dated February 5,
              2003, among iDine Rewards Network Inc., Samstock, L.L.C., Minotaur
              Partners II, L.P., ValueVision International Inc., Dominic Mangone
              and Raymond Bank.

4.11**        Letter Agreement, dated as of June 12, 2002, between iDine Rewards
              Network Inc. and Samstock, L.L.C.

4.12          Second Amended and Restated Investment Agreement, dated as of June
              30, 1999, among Transmedia Network Inc., Samstock, L.L.C.,
              EGI-Transmedia Investors, L.L.C. and Robert M. Steiner, as
              trustee, is incorporated herein by reference to Exhibit 4.3 to
              Amendment No. 1 to Transmedia Network Inc.'s Registration
              Statement on Form S-2 (File No. 333-84947), filed on October 5,
              1999.

4.13**        Amendment, dated February 5, 2003, to the Second Amended and
              Restated Investment Agreement, dated as of June 30, 1999, among
              Transmedia Network Inc., Samstock, L.L.C., EGI-Transmedia
              Investors, L.L.C. and Robert M. Steiner, as trustee.

4.14          Form of Warrant to Purchase Shares of Common Stock is incorporated
              herein by reference to Exhibit 4.15 to Transmedia Network Inc.'s
              Registration Statement on Form S-3 (File No. 333-49366), filed on
              November 6, 2000.

4.15          Form of Warrant to Purchase Shares of Common Stock is incorporated
              herein by reference to Exhibit 4.17 to Transmedia Network Inc.'s
              Registration Statement on Form S-3 (File No. 333-49366), filed on
              November 6, 2000.

4.16          Form of Warrant to Purchase Shares of Common Stock is incorporated
              herein by reference to Exhibit 10.2 to Transmedia Network Inc.'s
              Current Report on Form 8-K (File No. 001-13806), filed on November
              17, 1997.

10.1          First Amended and Restated Receivables Purchase Agreement, dated
              as of May 17, 2001, among Transmedia Network Inc., iDine
              Restaurant Group Inc., Transmedia Service Company Inc. and RTR
              Funding LLC, is incorporated herein by reference to Exhibit 4.1 to
              Transmedia Network Inc.'s Annual Report on Form 10-K (File No.
              001-13806), filed on December 31, 2001.

10.2**        Amended and Restated Asset Purchase Agreement, dated as of May 17,
              2001, among Park Avenue Receivables Corporation, The Chase
              Manhattan Bank and the several financial institutions party
              thereto.

                                       10

<PAGE>

Exhibit No.                          Description
-----------                          -----------

10.3**        First Amended and Restated Receivables Transfer Agreement, dated
              as of May 17, 2001, among Park Avenue Receivables Corporation,
              Fairway Finance Corporation, RTR Funding LLC, Transmedia Network
              Inc., the several financial institutions party thereto, Frank
              Felix Associates, Ltd., The Chase Manhattan Bank and the several
              agent banks party thereto.

10.4**        Amendment No. 1 to the Amended and Restated Receivables Transfer
              Agreement, the Receivables Purchase Agreement and the Parco Asset
              Purchase Agreement, each originally dated as of May 17, 2001,
              among Park Avenue Receivables Corporation, RTR Funding LLC, iDine
              Rewards Network Inc., iDine Restaurant Group Inc., Transmedia
              Service Company Inc., various financial institutions, Frank Felix
              Associates, Ltd. and JP Morgan Chase Bank, dated as of May 14,
              2002.

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, iDine
              Rewards Network Inc., iDine Restaurant Group Inc., Transmedia
              Service Company Inc., various financial institutions, Frank Felix
              Associates, Ltd. and JP Morgan Chase Bank, dated as of June 7,
              2002.

10.6**        Amendment No. 3 to the Amended and Restated Receivables Transfer
              Agreement, Amendment No. 2 to the Receivables Purchase Agreement
              and Amendment No. 2 to the Parco Asset Purchase Agreement, each
              originally dated as of May 17, 2001, among Park Avenue Receivables
              Corporation, RTR Funding LLC, iDine Rewards Network Inc., iDine
              Restaurant Group Inc., Transmedia Service Company Inc., various
              financial institutions, Frank Felix Associates, LTD and JP Morgan
              Chase Bank, dated as of May 15, 2003.

10.7*         Transmedia Network Inc. 1987 Stock Option and Rights Plan is
              incorporated herein by reference to Exhibit 10.2 to Transmedia
              Network Inc.'s Annual Report on Form 10-K (File No. 000-4028),
              filed on December 29, 1994.

10.8*         Form of Stock Option Agreement for certain Directors (as modified)
              between Transmedia Network Inc. and certain directors is
              incorporated herein by reference to Exhibit 10.3 to Transmedia
              Network Inc.'s Annual Report on Form 10-K (File No. 001-13806),
              filed on December 29, 1995.

10.9          Stock Purchase and Sale Agreement, dated as of November 6, 1997,
              among Transmedia Network Inc., Samstock, L.L.C. and Transmedia
              Investors L.L.C. is incorporated herein by reference to Exhibit
              10.1 to Transmedia Network Inc.'s Current Report on Form 8-K (File
              No. 001-13806), filed on November 17, 1997.

                                       11

<PAGE>

Exhibit No.                           Description
-----------                           -----------

10.10         Amended and Restated Agreement Among Stockholders, dated as of
              March 3, 1998, among Transmedia Network Inc., Samstock, L.L.C.,
              EGI-Transmedia Investors, L.L.C., Melvin Chasen and Iris Chasen
              is incorporated herein by reference to Exhibit 10.5 to Transmedia
              Network Inc.'s Current Report on Form 8-K (File No. 001-13806),
              filed on March 17, 1998.

10.11         Stockholders' Agreement, dated as of March 3, 1998, among
              Transmedia Network Inc., EGI-Transmedia Investors, L.L.C.,
              Samstock, L.L.C. and Halmostock Limited Partnership
              is incorporated herein by reference to Exhibit 10.6 to Transmedia
              Network Inc.'s Current Report on Form 8-K (File No. 001-13806),
              filed on March 17, 1998.

10.12         Form of Standby Purchase Agreement, dated as of June 30, 1999,
              between Transmedia Network Inc. and Samstock, L.L.C., including
              Standby Agreement Warrant, is incorporated herein by reference to
              Exhibit 1.1 to Amendment No. 1 to Transmedia Network Inc.'s
              Registration Statement on Form S-2 (File No. 333-84947), filed on
              October 5, 1999.

10.13*        Transmedia Network Inc. 1996 Long-Term Incentive Plan is
              incorporated herein by reference to Exhibit 10.29 to Transmedia
              Network Inc.'s Annual Report on Form 10-K (File No. 001-13806),
              filed on December 31, 1998.

10.14**       Master Services and Software License Agreement, dated as of March
              31, 2002, between iDine Rewards Network Inc. and Responsys, Inc.

10.15**       Corporate Program Agreement, dated as of March __, 2001, between
              Transmedia Network Inc. and Responsys.com, Inc.

10.16**       Office Lease Agreement, dated May 5, 2003, between iDine Rewards
              Network Inc. and Equity Office Properties Management.

10.17**       Administrative Services Agreement, dated March 31, 2003, between
              iDine Rewards Network Inc. and Equity Group Investments, L.L.C.

10.18** *     Employment Agreement, dated as of June 19, 2001, between iDine
              Rewards Network Inc. and Ed Gnatiuk.

10.19** *     Employment Agreement, dated as of March 30, 2000, between
              Transmedia Network Inc. and Gerald J. Hughes.

10.20*        Letter of Agreement, dated January 29, 1997, between Transmedia
              Network Inc. and Stephen E. Lerch is incorporated herein by
              reference to Exhibit 10.28 to Transmedia Network Inc.'s Annual
              Report on Form 10-K/A-2 (File No. 001-13806), filed on February
              10, 1998.

10.21** *     Employment Transition Agreement, dated as of September 13, 2001,
              between Transmedia Network Inc. and James M. Callaghan.

                                       12

<PAGE>

Exhibit No.                           Description
-----------                           -----------

10.22*        Offer Letter, dated as of March 14, 2002, between iDine Rewards
              Network Inc. and Richard E. Carolan is incorporated herein by
              reference to Exhibit 10.4 to Post-Effective Amendment No. 1 to
              iDine Rewards Network Inc.'s Registration Statement on Form S-3
              (File No. 333-49366), filed on July 24, 2003.

10.23*        Letter of Termination, dated January 15, 2003, between iDine
              Rewards Network Inc. and Richard E. Carolan, is incorporated
              herein by reference to Exhibit 10.3 to Post-Effective Amendment
              No. 1 to iDine Rewards Network Inc.'s Registration Statement on
              Form S-3 (File No. 333-49366), filed on July 24, 2003.

10.24*+       Employment Agreement, dated as of September 25, 2002, between
              iDine Rewards Network Inc. and George S. Wiedemann.

10.25** *     Offer Letter, dated March 14, 2003, between iDine Rewards Network
              Inc. and Bryan Adel.

10.26*        Termination Agreement, dated October 23, 2002, between Gene
              Henderson and iDine Rewards Network, Inc. is incorporated herein
              by reference to Exhibit 10 to iDine Rewards Network Inc.'s
              Registration Statement on Form S-8 (File No. 333-101237), filed on
              November 15, 2002.

10.27** *     Offer Letter, dated March 14, 2003, between iDine Rewards Network
              Inc. and David Marks.

10.28** *     Offer Letter, dated May 14, 2003, between iDine Rewards Network
              Inc. and Kenneth R. Posner.

10.29** *     Offer Letter, dated June 18, 2003, between iDine Rewards Network
              Inc. and Anthony Priore.

10.30** *     Offer Letter, dated April 22, 2003, between iDine Rewards Network
              Inc. and Domenic Rinaldi.

10.31** *     Offer Letter, dated February 1, 2001, between Transmedia Network
              Inc. and Gregory J. Robitaille.

10.32         Consulting Contract, dated as of September 30, 2001, between
              Transmedia Network Inc., Transmedia Service Company, Inc., Frank
              Felix Associates, Ltd. and Frank Schmeyer is incorporated herein
              by reference to Exhibit 10.34 to Transmedia Network Inc.'s Annual
              Report on Form 10-K (File No. 001-13806), filed on December 31,
              2001.

10.33**       First Amendment to Consulting Contract, undated, between iDine
              Rewards Network Inc. (f/k/a Transmedia Network Inc.), Frank Felix
              Associates, Ltd. and Frank Schmeyer.

                                       13

<PAGE>

Exhibit No.                            Description
-----------                            -----------

10.34         Form of Directors' and Officers' Indemnity Agreement, dated as of
              May __, 2002, between iDine Rewards Network Inc. and the
              indemnitee stated therein, is incorporated herein by reference to
              Exhibit 99 to iDine Rewards Network Inc.'s Registration Statement
              on Form S-3 (File No. 333-89406), filed on May 30, 2002.

12+           Statement regarding calculation of earnings to fixed charges.

14+           Employee Code of Conduct for iDine Rewards Network Inc., effective
              November 19, 2002.

21**          List of Subsidiaries.

23.1+         Consent of KPMG LLP.

99.1+         Certification of Chief Executive Officer Pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

99.2+         Certification of Chief Financial Officer Pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

99.3**        Cautionary Statements.

*      Management contract or compensatory plan or arrangement required to be
       filed as an exhibit to this Form 10-K/A

**     Filed herewith

+      Filed as an exhibit to iDine Rewards Network Inc.'s Annual Report on
       Form 10-K (File No. 001-13806), filed on March 31, 2003

  (d)  Financial Statement Schedules

       See paragraphs (a)(1) and (a)(2) above for financial statement schedules
  and supplemental financial statements filed as part of this Form 10-K/A.

                                       14

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        iDine Rewards Network Inc.

                                        By:    /s/ George S. Wiedemann
                                              -----------------------------
                                              George S. Wiedemann
                                              President and Chief Executive
                                              Officer

                                        Date: October 7, 2003

<PAGE>

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                        Title                                   Date
              ---------                                        -----                                   ----
<S>                                          <C>                                               <C>
           /s/ Samuel Zell                   Chairman of the Board and Director                   October 7, 2003
 ------------------------------------
             Samuel Zell

      /s/ George S. Wiedemann                President and Chief Executive Officer (Principal     October 7, 2003
 ------------------------------------
         George S. Wiedemann                 Executive Officer)

        /s/ Stephen E. Lerch                 Executive Vice President,                            October 7, 2003
 ------------------------------------
           Stephen E. Lerch                  Chief Financial Officer and
                                             Chief Operating Officer, Dining
                                             (Principal Financial and Accounting Officer)

        /s/ Peter C.B. Bynoe                 Director                                             October 7, 2003
 ------------------------------------
           Peter C.B. Bynoe

       /s/ Herbert M. Gardner                Director                                             October 7, 2003
 ------------------------------------
          Herbert M. Gardner

        /s/ Raymond A. Gross                 Director                                             October 7, 2003
 ------------------------------------
           Raymond A. Gross

         /s/ F. Philip Handy                 Director                                             October 7, 2003
 ------------------------------------
           F. Philip Handy

        /s/ Sheli Z. Rosenberg               Director                                             October 7, 2003
 ------------------------------------
          Sheli Z. Rosenberg

       /s/ Harold I. Shain                   Director                                             October 7, 2003
 ------------------------------------
           Harold I. Shain

        /s/ John A. Ward III                 Director                                          September 30, 2003
 ------------------------------------
           John A. Ward III

         /s/ Lester Wunderman                Director                                             October 7, 2003
 ------------------------------------
           Lester Wunderman
</TABLE>

<PAGE>

                                  CERTIFICATION

I, George S. Wiedemann, certify that:

         1. I have reviewed the annual report on Form 10-K of iDine Rewards
Network Inc. (the "registrant"), as amended on October 7, 2003 (this "annual
report");

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the original filing date of
this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date     October 7, 2003

By         /s/ George S. Wiedemann
         --------------------------------------
         George S. Wiedemann
         President and Chief Executive Officer

<PAGE>

                                  CERTIFICATION

I, Stephen E. Lerch, certify that:

         1. I have reviewed the annual report on Form 10-K of iDine Rewards
Network Inc. (the "registrant"), as amended on October 7, 2003 (this "annual
report");

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the original filing date of
this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date     October 7, 2003

By         /s/ Stephen E. Lerch
         --------------------------------
         Stephen E. Lerch
         Executive Vice President,
         Chief Financial Officer and
         Chief Operating Officer, Dining

<PAGE>

                           IDINE REWARDS NETWORK INC.

                               LISTING OF EXHIBITS

Exhibit No.                               Description

3.1**           Restated Certificate of Incorporation of iDine Rewards Network
                Inc.

3.3+            By-Laws of iDine Rewards Network Inc., as amended.

4.1             Form of Certificate of Designations, Preferences and Rights of
                Series A Preferred Stock of Transmedia Network Inc. is
                incorporated herein by reference to Exhibit 3.5 to Amendment
                No. 1 to Transmedia Network Inc.'s Registration Statement on
                Form S-2 (File No. 333-84947), filed on October 5, 1999.

4.2             Form of Series A Preferred Stock certificate is incorporated
                herein by reference to Exhibit 4.1 to Amendment No. 1 to
                Transmedia Network Inc.'s Registration Statement on Form S-2
                (File No. 333-84947), filed on October 5, 1999.

4.3             Form of Rights Agreement between Transmedia Network Inc. and
                American Stock Transfer & Trust Company is incorporated herein
                by reference to Exhibit 4.2 to Amendment No. 1 to Transmedia
                Network Inc.'s Registration Statement on Form S-2 (File No.
                333-84947), filed on October 5, 1999.

4.4             Investment Agreement, dated as of April 28, 2000, among
                Transmedia Network Inc., Gene M. Henderson, Herbert M. Gardner,
                James M. Callaghan, Gregory J. Robitaille, John A. Ward III,
                George S. Wiedemann, Christine M. Donohoo, Frank F. Schmeyer,
                Elliot Merberg, Gerald Fleischman, and Tim J. Litle is
                incorporated herein by reference to Exhibit 4.7 to Transmedia's
                Annual Report on Form 10-K (File No. 001-13806), filed on
                December 29, 2000.

4.5             Co-Sale and Voting Agreement, dated as of April 28, 2000,
                among Transmedia Network Inc., Samstock, L.L.C., Gene M.
                Henderson, Herbert M. Gardner, James M. Callaghan, Gregory J.
                Robitaille, John A. Ward III, George S. Wiedemann, Christine M.
                Donohoo, Frank F. Schmeyer, Elliot Merberg, Gerald Fleischman
                and Tim Little is incorporated herein by reference to Exhibit
                4.8 to Transmedia Network Inc.'s Annual Report on Form 10-K
                (File No. 001-13806), filed on December 29, 2000.

4.6+            Termination of Co-Sale and Voting Agreement, dated as of
                February 5, 2003, among iDine Rewards Network Inc., Samstock,
                L.L.C. and each of the investors listed therein.

4.7             Investment Agreement, dated as of April 28, 2000, among
                Transmedia Network Inc., Minotaur Partners II, L.P., ValueVision
                International Inc., Dominic Mangone and Raymond Bank is
                incorporated herein by reference to Exhibit 4.5 to Transmedia
                Network Inc.'s Annual Report on Form 10-K (File No. 001-13806),
                filed on December 29, 2000.

                                        1

<PAGE>

Exhibit No.                              Description

4.8+            First Amendment, dated February __, 2003, to the Investment
                Agreement, dated April 28, 2000, among iDine Rewards Network
                Inc., Samstock, L.L.C., Minotaur Partners II, L.P., ValueVision
                International Inc., Dominic Mangone and Raymond Bank.

4.9             Co-Sale and Voting Agreement, dated as of April 28, 2000,
                among Transmedia Network Inc., Samstock, L.L.C., Minotaur
                Partners II, L.P., Value Vision International Inc., Dominic
                Mangone and Raymond Bank is incorporated herein by reference to
                Exhibit 4.6 to Transmedia Network Inc.'s Annual Report on Form
                10-K (File No. 001-13806), filed on December 29, 2000.

4.10**          Termination of Co-Sale and Voting Agreement, dated February 5,
                2003, among iDine Rewards Network Inc., Samstock, L.L.C.,
                Minotaur Partners II, L.P., ValueVision International Inc.,
                Dominic Mangone and Raymond Bank.

4.11**          Letter Agreement, dated as of June 12, 2002, between iDine
                Rewards Network Inc. and Samstock, L.L.C.

4.12            Second Amended and Restated Investment Agreement, dated as of
                June 30, 1999, among Transmedia Network Inc., Samstock, L.L.C.,
                EGI-Transmedia Investors, L.L.C. and Robert M. Steiner, as
                trustee, is incorporated herein by reference to Exhibit 4.3 to
                Amendment No. 1 to Transmedia Network Inc.'s Registration
                Statement on Form S-2 (File No. 333-84947), filed on October 5,
                1999.

4.13**          Amendment, dated February 5, 2003, to the Second Amended and
                Restated Investment Agreement, dated as of June 30, 1999, among
                Transmedia Network Inc., Samstock, L.L.C., EGI-Transmedia
                Investors, L.L.C. and Robert M. Steiner, as trustee.

4.14            Form of Warrant to Purchase Shares of Common Stock is
                incorporated herein by reference to Exhibit 4.15 to Transmedia
                Network Inc.'s Registration Statement on Form S-3 (File No.
                333-49366), filed on November 6, 2000.

4.15            Form of Warrant to Purchase Shares of Common Stock is
                incorporated herein by reference to Exhibit 4.17 to Transmedia
                Network Inc.'s Registration Statement on Form S-3 (File No.
                333-49366), filed on November 6, 2000.

4.16            Form of Warrant to Purchase Shares of Common Stock is
                incorporated herein by reference to Exhibit 10.2 to Transmedia
                Network Inc.'s Current Report on Form 8-K (File No. 001-13806),
                filed on November 17, 1997.

10.1            First Amended and Restated Receivables Purchase Agreement, dated
                as of May 17, 2001, among Transmedia Network Inc., iDine
                Restaurant Group Inc., Transmedia Service Company Inc. and RTR
                Funding LLC, is incorporated herein by reference to Exhibit 4.1
                to Transmedia Network Inc.'s Annual Report on Form 10-K (File
               No. 001-13806), filed on December 31, 2001.

                                        2

<PAGE>

Exhibit No.                            Description

10.2**          Amended and Restated Asset Purchase Agreement, dated as of
                May 17, 2001, among Park Avenue Receivables Corporation, The
                Chase Manhattan Bank and the several financial institutions
                party thereto.

10.3**          First Amended and Restated Receivables Transfer Agreement,
                dated as of May 17, 2001, among Park Avenue Receivables
                Corporation, Fairway Finance Corporation, RTR Funding LLC,
                Transmedia Network Inc., the several financial institutions
                party thereto, Frank Felix Associates, Ltd., The Chase
                Manhattan Bank and the several agent banks party thereto.

10.4**          Amendment No. 1 to the Amended and Restated Receivables Transfer
                Agreement, the Receivables Purchase Agreement and the Parco
                Asset Purchase Agreement, each originally dated as of May 17,
                2001, among Park Avenue Receivables Corporation, RTR Funding
                LLC, iDine Rewards Network Inc., iDine Restaurant Group Inc.,
                Transmedia Service Company Inc., various financial institutions,
                Frank Felix Associates, Ltd. and JP Morgan Chase Bank, dated as
                of May 14, 2002.


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, iDine Rewards Network Inc., iDine Restaurant Group Inc.,
                Transmedia Service Company Inc., various financial institutions,
                Frank Felix Associates, Ltd. and JP Morgan Chase Bank, dated as
                of June 7, 2002.

10.6**          Amendment No. 3 to the Amended and Restated Receivables Transfer
                Agreement, Amendment No. 2 to the Receivables Purchase Agreement
                and Amendment No. 2 to the Parco Asset Purchase Agreement, each
                originally dated as of May 17, 2001, among Park Avenue
                Receivables Corporation, RTR Funding LLC, iDine Rewards
                Network Inc., iDine Restaurant Group Inc., Transmedia
                Service Company Inc., various financial institutions, Frank
                Felix Associates, LTD and JP Morgan Chase Bank, dated as of
                May 15, 2003.

10.7*           Transmedia Network Inc. 1987 Stock Option and Rights Plan is
                incorporated herein by reference to Exhibit 10.2 to Transmedia
                Network Inc.'s Annual Report on Form 10-K (File No. 000-4028),
                filed on December 29, 1994.

10.8*           Form of Stock Option Agreement for certain Directors (as
                modified) between Transmedia Network Inc. and certain directors
                is incorporated herein by reference to Exhibit 10.3 to
                Transmedia Network Inc.'s Annual Report on Form 10-K (File No.
                001-13806), filed on December 29, 1995.

10.9            Stock Purchase and Sale Agreement, dated as of November 6, 1997,
                among Transmedia Network Inc., Samstock, L.L.C. and Transmedia
                Investors L.L.C. is incorporated herein by reference to Exhibit
                10.1 to Transmedia Network Inc.'s Current Report on Form 8-K
                (File No. 001-13806), filed on November 17, 1997.

                                        3

<PAGE>

Exhibit No.                            Description

10.10          Amended and Restated Agreement Among Stockholders, dated as of
               March 3, 1998, among Transmedia Network Inc., Samstock, L.L.C.,
               EGI-Transmedia Investors, L.L.C., Melvin Chasen and Iris Chasen
               is incorporated herein by reference to Exhibit 10.5 to
               Transmedia Network Inc.'s Current Report on Form 8-K (File No.
               001-13806), filed on March 17, 1998.

10.11          Stockholders' Agreement, dated as of March 3, 1998, among
               Transmedia Network Inc., EGI-Transmedia Investors, L.L.C.,
               Samstock, L.L.C. and Halmostock Limited Partnership is
               incorporated herein by reference to Exhibit 10.6 to Transmedia
               Network Inc.'s Current Report on Form 8-K (File No. 001-13806),
               filed on March 17, 1998.

10.12          Form of Standby Purchase Agreement, dated as of June 30, 1999,
               between Transmedia Network Inc. and Samstock, L.L.C., including
               Standby Agreement Warrant, is incorporated herein by reference to
               Exhibit 1.1 to Amendment No. 1 to Transmedia Network Inc.'s
               Registration Statement on Form S-2 (File No. 333-84947), filed on
               October 5, 1999.

10.13*         Transmedia Network Inc. 1996 Long-Term Incentive Plan is
               incorporated herein by reference to Exhibit 10.29 to Transmedia
               Network Inc.'s Annual Report on Form 10-K (File No. 001-13806),
               filed on December 31, 1998.

10.14**        Master Services and Software License Agreement, dated as of March
               31, 2002, between iDine Rewards Network Inc. and Responsys, Inc.

10.15**        Corporate Program Agreement, dated as of March __, 2001, between
               Transmedia Network Inc. and Responsys.com, Inc.

10.16**        Office Lease Agreement, dated May 5, 2003, between iDine Rewards
               Network Inc. and Equity Office Properties Management.

10.17**        Administrative Services Agreement, dated March 31, 2003, between
               iDine Rewards Network Inc. and Equity Group Investments, L.L.C.

10.18** *      Employment Agreement, dated as of June 19, 2001, between iDine
               Rewards Network Inc. and Ed Gnatiuk.

10.19** *      Employment Agreement, dated as of March 30, 2000, between
               Transmedia Network Inc. and Gerald J. Hughes.

10.20*         Letter of Agreement, dated January 29, 1997, between Transmedia
               Network Inc. and Stephen E. Lerch is incorporated herein by
               reference to Exhibit 10.28 to Transmedia Network Inc.'s Annual
               Report on Form 10-K/A-2 (File No. 001-13806), filed on February
               10, 1998.

10.21** *      Employment Transition Agreement, dated as of September 13, 2001,
               between Transmedia Network Inc. and James M. Callaghan.

                                        4

<PAGE>

Exhibit No.                           Description

10.22*         Offer Letter, dated as of March 14, 2002, between iDine Rewards
               Network Inc. and Richard E. Carolan is incorporated herein by
               reference to Exhibit 10.4 to Post-Effective Amendment No. 1 to
               iDine Rewards Network Inc.'s Registration Statement on Form S-3
               (File No. 333-49366), filed on July 24, 2003.

10.23*         Letter of Termination, dated January 15, 2003, between iDine
               Rewards Network Inc. and Richard E. Carolan, is incorporated
               herein by reference to Exhibit 10.3 to Post-Effective Amendment
               No. 1 to iDine Rewards Network Inc.'s Registration Statement on
               Form S-3 (File No. 333-49366), filed on July 24, 2003.

10.24*+        Employment Agreement, dated as of September 25, 2002, between
               iDine Rewards Network Inc. and George S. Wiedemann.

10.25** *      Offer Letter, dated March 14, 2003, between iDine Rewards Network
               Inc. and Bryan Adel.

10.26*         Termination Agreement, dated October 23, 2002, between Gene
               Henderson and iDine Rewards Network, Inc. is incorporated herein
               by reference to Exhibit 10 to iDine Rewards Network Inc.'s
               Registration Statement on Form S-8 (File No. 333-101237), filed
               on November 15, 2002.

10.27** *      Offer Letter, dated March 14, 2003, between iDine Rewards Network
               Inc. and David Marks.

10.28** *      Offer Letter, dated May 14, 2003, between iDine Rewards Network
               Inc. and Kenneth R. Posner.

10.29** *      Offer Letter, dated June 18, 2003, between iDine Rewards Network
               Inc. and Anthony Priore.

10.30** *      Offer Letter, dated April 22, 2003, between iDine Rewards Network
               Inc. and Domenic Rinaldi.

10.31** *      Offer Letter, dated February 1, 2001, between Transmedia Network
               Inc. and Gregory J. Robitaille.

10.32          Consulting Contract, dated as of September 30, 2001, between
               Transmedia Network Inc., Transmedia Service Company, Inc., Frank
               Felix Associates, Ltd. and Frank Schmeyer is incorporated herein
               by reference to Exhibit 10.34 to Transmedia Network Inc.'s Annual
               Report on Form 10-K (File No. 001-13806), filed on December 31,
               2001.

10.33**        First Amendment to Consulting Contract, undated, between iDine
               Rewards Network Inc. (f/k/a Transmedia Network Inc.), Frank Felix
               Associates, Ltd. and Frank Schmeyer.

                                        5

<PAGE>

Exhibit No.                              Description

10.34          Form of Directors' and Officers' Indemnity Agreement, dated as of
               May __, 2002, between iDine Rewards Network Inc. and the
               indemnitee stated therein, is incorporated herein by reference to
               Exhibit 99 to iDine Rewards Network Inc.'s Registration Statement
               on Form S-3 (File No. 333-89406), filed on May 30, 2002.

12+            Statement regarding calculation of earnings to fixed charges.

14+            Employee Code of Conduct for iDine Rewards Network Inc.,
               effective November 19, 2002.

21**           List of Subsidiaries.

23.1+          Consent of KPMG LLP.

99.1+          Certification of Chief Executive Officer Pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002.

99.2+          Certification of Chief Financial Officer Pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002.

99.3**         Cautionary Statements.

*   Management contract or compensatory plan or arrangement required to be filed
    as an exhibit to this Form 10-K/A

**  Filed herewith

+   Filed as an exhibit to iDine Rewards Network Inc.'s Annual Report on Form
    10-K (File No. 001-13806), filed on March 31, 2003

                                        6