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                                                                    EXHIBIT 99.3

                             CAUTIONARY STATEMENTS

Press releases and other documents we file with the Securities and Exchange
Commission may contain or incorporate by reference forward-looking statements
made pursuant to the safe harbor provisions of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended.
The words "anticipates," "intends," "expects," "could," "should," "plans,"
"believes," "estimates" or words or phrases of similar import generally identify
forward-looking statements. You are cautioned that forward-looking statements
are subject to risks, trends and uncertainties that could cause actual results,
performance or achievements to differ materially from those expressed in any
forward-looking statements. Important factors that could cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by those statements
include, but are not limited to, those indicated below. We undertake no
obligation to update or revise any forward-looking statements to reflect changed
assumptions, the occurence of anticipated or unanticipated events or changes to
future results over time.

     A significant number of our members are obtained from our relationships
with airlines and other reward program partners.

     We depend on our relationships with reward program partners for a
significant number of our members and a significant portion of our revenue. We
are particularly dependent on our relationships with airline frequent flyer
programs. For the eight months ended August 31, 2003, approximately 58% of our
gross dining sales were derived from members enrolled through their airline
frequent flyer programs. As of August 31, 2003, we had contracts or
relationships with nine major airlines and approximately 2.0 million of our 3.2
million active members were enrolled as our members through their airline
frequent flyer programs. In addition, as of August 31, 2003, two of our reward
program partners accounted for approximately 42% of our active members over the
previous 12 months and for approximately 33.8% of our dining sales for the eight
months ended August 31, 2003. Each of United Airlines and Upromise, Inc.
separately accounted for more than 10% of our revenue for that same period.

     If our contracts or relationships with our reward program partners
terminate, we will likely lose those members who are enrolled in our programs
through these reward program partners. Each year a number of these contracts are
subject to renewal. We cannot assure you that any of our contracts with our
reward program partners will be renewed or, if renewed, will be renewed on terms
as favorable to us as the current terms. Moreover, we cannot assure you that our
relationships with our reward program partners with which we do not have
contracts will continue or will continue on terms as favorable to us as the
current terms. If our reward program partner contracts are terminated, are not
renewed or are renewed on less favorable terms, or if our reward program partner
relationships are terminated or altered in ways unfavorable to us, the number of
members in our programs could significantly decline, and there could be an
adverse effect on our business, financial condition and results of operations.
For example, if the airlines raise the price for us to purchase airline frequent
flyer miles, there could be an adverse effect on our business, financial
condition and results of operations.

     In addition, some of our relationships with reward program partners depend
upon the use of bank affinity credit cards that are associated with our reward
program partners. If the relationship between a reward program partner and a
credit card issuer terminates, we may lose access to the members enrolled
through that credit card program, and this could have an adverse effect on our
business, financial condition and results of operations.

     A significant amount of our rewards currency is concentrated in one
industry group.

     A significant portion of rewards we give our members consists of airline
miles. We expect this to continue and, perhaps, increase if our strategy to
expand the use of airline miles as a reward currency materializes.

     Although airline miles are currently considered to be an attractive rewards
currency, there is no assurance that airline miles rewards will continue to be
viewed favorably by consumers and members. The terms of frequent flyer programs
are subject to change at the discretion of the

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airlines, and changes to these programs may make frequent flyer miles a less
attractive currency. For example, if the airlines increase the number of miles
required to earn travel rewards, reduce the number of seats available for reward
travel or otherwise limit the availability of redemption options, the
attractiveness of airline miles will diminish and may result in reduced
membership in our programs and in reduced usage of our loyalty and rewards
programs. This could have an adverse effect on our business, financial condition
and results of operations.

     Furthermore, a sustained economic downturn in the airline industry could
have an adverse effect on our business, financial condition and results of
operations as there is no assurance that we can convert members who choose
frequent flyer miles over our other rewards currencies to other forms of rewards
should the airlines no longer be able to participate. Since September 11, 2001,
the airline industry has generally suffered a significant decline in passenger
traffic and profitability, including several airlines with which we have rewards
program relationships. Although US Airways and United Airlines have continued to
honor their outstanding frequent flyer miles after filing for bankruptcy
protection, there is no assurance that they or any other airline will continue
to offer frequent flyer programs or to sell frequent flyer miles to third
parties such as us. The continued impact of the economic downturn of the airline
industry on our airline partners may result in the diminished attractiveness of
airline miles as a rewards currency that we offer to our members and, thus,
reduce the usage of our loyalty and rewards programs. This could have an adverse
effect on our business, financial condition and results of operations.

     We depend on our ability to attract and retain merchants and members.

     Our business requires significant marketing efforts. Partially due to the
high rate of restaurant failures, we are always at risk for decreases in the
number of participating restaurants. Because of this, we constantly need to
recruit new restaurants to participate in our programs. Moreover, we need to
continually demonstrate to our participating and prospective merchants that we
generate incremental business for our participating merchants. If we are unable
to do so, we may not be able to recruit new participating merchants or retain
our existing participating merchants.

     We depend on our ability to recruit merchants and members. Failure to
procure contracts with a sufficient number of desirable merchants in a timely
manner or any significant reduction in business from participating merchants in
any market would reduce our revenue and adversely affect our business, financial
condition and results of operations. In addition, an absence of desirable
merchants could cause members to either become less engaged or cancel their
memberships with us or cause affiliates and partners to choose not to
participate in our loyalty and rewards programs. This would reduce our revenues
and profitability and harm our ability to attract new members and participating
merchants. Any decline in member usage or membership enrollments would also slow
our Rights to Receive turnover, causing a decline in revenue and a higher cost
of financing our Rights to Receive inventory, and this could adversely affect
our business, financial condition and results of operations.

     We must also continue to increase our number of active members and the
frequency with which our members patronize participating merchants. Any number
of factors could affect the frequency with which members participate in our
programs or whether consumers enroll in any

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of our programs at all. These factors include (1) consumer tastes and
preferences, (2) the frequency with which consumers dine out or stay at hotels,
(3) the number of desirable merchants participating, (4) general economic
conditions, (5) weather conditions and (6) the availability of alternative
discount programs in the local regions where consumers live and work. Any
significant decline in usage or increase in membership cancellations, without a
corresponding increase in new member enrollments, could make our programs less
desirable to participating or prospective merchants, would adversely affect our
revenue and could have a material adverse effect on our business, financial
condition and results of operations.

     We must expand our number of marketing personnel and enter into new
marketing relationships to help gain access to large groups of potential
members. We have relationships with various organizations for the marketing,
support and endorsement of our services and products. For example, we rely on
our agreements with banks, credit card issuers, corporations, airline frequent
flyer programs, member savings and loyalty programs and other entities across
the country to market our services to their existing and future customers.
However, we need to expand these relationships and enter into new relationships.
The development and management of these relationships (including keeping our web
site content attractive) may be a long and difficult process, requires
experienced sales and marketing personnel and may not be successful.

     During an initial annual membership term or a renewal term, members who pay
a fee may cancel their memberships in the program, generally for a pro rata
refund of the membership fees for that period. Accordingly, profitability of our
programs depends, in part, on recurring and sustained fee membership renewals.

     Our inability to maintain an appropriate balance between the number of
members and the number of participating merchants in each market may adversely
affect our business, financial condition and results of operations.

     The success of our business depends on our ability to maintain an
appropriate ratio of members to participating merchants within each geographic
market we serve. If we have too many members and too few participating
merchants, our member base may become dissatisfied and/or participating
merchants may experience a higher volume of rewards business than anticipated.
This could result in low program usage, high membership cancellations and
participating merchant attrition. Alternatively, if too many merchants
participate in our programs with too few members, Rights to Receive turnover and
general usage will be reduced, resulting in reduced revenue. Managing this ratio
requires us, among other things, to anticipate trends within a market and the
desires of our members and participating merchants. We cannot assure you that we
will be able to manage this balance effectively in each of our markets. Our
failure to do so could adversely affect our business, financial condition and
results of operations.

     Our new program offering members rewards for patronizing select hotels may
not be successful.

     We have recently begun offering cash-denominated rewards and airline
mileage credits to our members based on their use of select hotels that
participate in our loyalty and rewards program. The development of this new
program has required and will require us to make significant investments of
management time and infrastructure, as well as funds. Until the second quarter
of

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2003, we had no experience in the hotel industry, and; to our knowledge, there
were no independent third-party rewards program providers in the hotel industry.
We cannot assure you that our program will be successful.

     In offering this program, we encounter competition from other companies
that offer discounts to the public for patronizing the hotels that participate
in their programs. These other companies are larger and better financed than us.
Moreover, these other companies have already developed large numbers of
participating hotels, including hotels that are members of national chains, and
have invested significantly in developing brand recognition and public awareness
of their programs. The success of our hotel loyalty and rewards program will
also depend significantly upon the timeliness and the accuracy of the
information and the cooperation we receive from our participating hotels.

     Changes to card association rules and practices could adversely affect our
business, financial condition and results of operations.

     Our business model depends on our ability to obtain information with
respect to credit card transactions made by our members at our participating
merchants. Current VISA and MasterCard rules and practices permit the
aggregation of data for credit card transactions at our participating merchants
and the comparison of this data with a file containing our members' registered
card information. However, there is no assurance that card association rules and
practices will not change to limit our ability to do this. Any change in the
credit card association rules or practices that limits our ability to obtain or
use credit card transaction information could adversely affect our business,
financial condition and results of operations.

     We depend upon our relationships with transaction processors, presenters
and aggregators.

     Credit card transaction processing is an integral part of our business, and
our relationships with credit card processors, transaction presenters and
aggregators of credit card transactions are very important. We currently have
contracts with a significant number of presenters of credit card transactions.
If these relationships terminate and we are unable to find suitable
replacements, our ability to receive and process merchant transactions could be
impaired, which would expose us to potential liability and could have an adverse
effect on our business, financial condition and results of operations.

     Network interruptions or processing errors could adversely affect our
business, financial condition and results of operations.

     We depend on the functionality of transaction processing networks. Network
interruptions and processing errors may result from various causes, including
disruptions to telecommunications services or the electricity supply. Such
disruptions may be caused by human error. There is also the potential threat of
telecommunications and electrical disruptions caused by acts of terrorism or the
malicious acts of computer criminals, who may attempt to compromise specific
systems or generally propagate malicious software, such as viruses and worms.
Any extensive or long-term disruptions affecting transaction processors could
cause us to incur substantial additional expense, which could have an adverse
effect on our business, financial condition and results of operations.

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     We are susceptible to a changing regulatory environment.

     We are subject to a number of current and pending federal and state laws
and regulations governing privacy and the use and storage of financial data.
Changes to existing laws and regulations or the promulgation of new laws and
regulations could increase our operating costs, change our competitive
environment or otherwise adversely affect us. We cannot assure you that these
laws and regulations will not be amended or interpreted differently by
regulatory authorities, or that new laws and regulations will not be adopted,
which could adversely affect our business, financial condition and results of
operations.

     Privacy concerns of our marketing partners, credit card processors and the
public may result in increased operating costs.

     Privacy concerns make it more difficult for us to obtain and retain
marketing partners. Our marketing partners may be subject to public pressure not
to divulge information regarding their members to us. Our marketing partners may
also adopt more stringent policies regarding the use and disclosure of financial
data than their existing policies and practices. If we are required to implement
new systems and processes to comply with changes to our marketing partners'
privacy policies and practices or to address credit card processors' and the
public's concerns about privacy, this will increase our operating costs and will
adversely affect our business, financial condition and results of operations.

     Our security measures may not be successful.

     We have developed and implemented a number of measures in an effort to keep
our member and participating merchant data secure. We continually work on
enhancing and improving our security measures. These measures may be expensive
and involve hiring additional personnel or suppliers and consultants. The
measures we have taken and may take in the future may not be successful. The
complete or partial failure of our security measures could result in damage to
our reputation, the loss of members and participating merchants and the filing
of claims and lawsuits against us. Thus, failure of our security measures could
adversely affect our business, financial condition and results of operations.

     We are susceptible to restaurant credit risk.

     We typically purchase Rights to Receive from restaurants that participate
in our Dining Credits Purchase Plan. These Rights to Receive are generally
liquidated when our members patronize participating restaurants. However, we may
not be able, upon the failure of a participating restaurant, to collect any or
all of the amount of the outstanding Rights to Receive that we have purchased
from that restaurant. Although we generally secure Rights to Receive by
obtaining personal guarantees from restaurant owners or security interests in
available assets, we cannot assure you that these measures will be adequate to
enable us to recover our outstanding Rights to Receive. Our failure to recoup a
significant portion of our Rights to Receive would harm our cash flow and have a
material adverse effect on our business, financial condition and results of
operations.

     Economic changes could hurt our business.

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     The success of our business depends on our members' use at participating
merchants of credit cards registered with our program. If the national or local
economy slows in the regions in which we do business, our members may perceive
that they have less disposable income to permit them to dine out or stay at
hotels. As a consequence, they may spend less and use their registered cards
less often, if at all. Any decline in program usage would hurt our business. In
addition, a sustained economic downturn could cause participating merchants to
go out of business or cause our members to dine out or stay at hotels less
frequently. It is likely that, if the number of merchants entering bankruptcy
rises, the number of uncollectible Rights to Receive would also rise. This would
have an adverse effect on our business, financial condition and results of
operations.

     Alternatively, if the economy is robust and consumers have more disposable
income to spend, merchants may be less inclined to participate in our programs
due to the reduced need to fill empty tables or hotel rooms. Any decline in the
number of participating merchants would hurt our business.

     If we lose key personnel, our business, financial condition and results of
operations could be adversely affected.

     Our success depends, in part, on the skills, experience, efforts and
policies of key personnel, including our President and Chief Executive Officer.
The loss of one or more of our senior executives or key personnel would have an
adverse effect on our business, financial condition and results of operations.
We cannot assure you that we will continue to retain such personnel.

     We may face significant competition in each of our lines of business.

     We compete for both members and participating merchants, and we experience
competition with respect to different aspects of our business. Some of our
competitors provide merchant financing, and others provide loyalty programs.
Although we believe that none of our competitors provides the suite of services
that we offer and that none of our competitors operates in all of the markets in
which we operate, new competitors could enter our business, and increased
competition could adversely affect our business, financial condition and results
of operations.

     Our competitors include discount and rewards programs offered by major
credit card companies, other companies that offer different kinds of discount
marketing programs and numerous small companies that offer services that may
compete with the services offered or to be offered by us. We also anticipate
continued growing competition from various e-commerce ventures. Certain of our
competitors or potential competitors may have substantially greater financial
resources and expend considerably larger sums than we do for new product
development and marketing. Further, we must compete with many larger and
better-established companies for the hiring and retaining of qualified sales and
marketing personnel. We cannot assure you that we will continue to be able to
compete successfully with such entities.

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     If we are unable to obtain sufficient cash, our business, financial
condition and results of operations may be adversely affected.

     Our business is cash intensive. We typically purchase Rights to Receive
from participating restaurants in exchange for cash. As of June 30, 2003, our
cash and cash equivalents and short-term investments were $13.3 million, and we
had purchased $114.4 million of Rights to Receive. As of that date, we had $60.0
million in indebtedness outstanding under our $100.0 million credit facility. If
our credit facility is terminated and we are not able to replace the facility or
otherwise raise cash, we may be required to scale back or abandon one or more of
our strategies, which could have a material adverse effect on our business,
financial condition and results of operations. We cannot assure you that we will
be able to raise cash in the future on acceptable terms or at all. If we raise
funds through the sale of equity or convertible debt securities, the value of
our outstanding stock likely will be reduced.

     We are controlled by Samstock, L.L.C. and its affiliates.

     As of September 26, 2003, our largest stockholder, Samstock, L.L.C. and its
affiliates, beneficially owned in aggregate 5,547,684 shares of our common
stock, representing approximately 22.6% (based on 22,735,217 shares of common
stock outstanding at July 30, 2003) of our outstanding common stock (assuming
the exercise of all exercisable stock options and warrants). Of this amount,
3,253,146 shares were owned by Samstock and its affiliates, 1,759,958 shares
were issuable upon the exercise of warrants held by Samstock and its affiliates
and 534,580 shares were held by others but were subject to voting and
disposition restrictions in favor of Samstock. As a result of their ownership,
Samstock and its affiliates may be able to determine or substantially influence
the outcome of all matters submitted to a vote of our stockholders, including
the election of directors. Samstock is ultimately owned by trusts established
for the benefit of Samuel Zell, the Chairman of our board of directors, and
members of his family. The trustee of those trusts is Chai Trust Company, L.L.C.
Samuel Zell is not a trustee of Chai Trust Company, L.L.C.

     Our board of directors may issue our authorized preferred stock without
stockholder approval.

     Our certificate of incorporation authorizes the issuance of up to
10,000,000 shares of preferred stock with rights and preferences that may be
determined from time to time by our board of directors. Accordingly, our board
of directors may, without stockholder approval, issue one or more series of
preferred stock with rights which could adversely affect the voting power or
other rights of the holders of outstanding shares of preferred stock or common
stock. Although we do not have any current plans to issue any series or shares
of preferred stock, we may do so in the future.

     The future sales of restricted and other shares may cause dilution to each
stockholder's percentage ownership interest and could cause our stock price to
decline.

     Sales of a substantial amount of stock in the public market (such as the
shares previously registered by us), or the perception that these sales may
occur, could result in lower market

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prices of our common stock. This could also impair our ability to raise
additional capital through the sale of other securities. As of September 24,
2003, we had 24,379,231 shares of common stock, and warrants exercisable for
2,020,186 shares of common stock were outstanding. In addition, 1,322,425 shares
of common stock were issuable upon exercise of outstanding employee and director
stock options, 132,079 shares of common stock were issuable upon the exercise of
outstanding director stock awards and an additional 321,072 shares were
available under our incentive stock option plans for future grant. All of these
shares have been registered for sale. The issuance and sale of a significant
number of shares of our securities upon the exercise of stock options and
warrants, or the sales of a substantial number of shares of stock pursuant to
Rule 144 or otherwise, could result in a dilution to each stockholder's
percentage ownership and could adversely affect the market prices of our
securities.

     The price of our common stock could be volatile.

     The market prices of our securities have been volatile and could continue
to be subject to significant fluctuations in response to the factors set forth
above and other factors, many of which are beyond our control. Such
fluctuations, as well as economic conditions generally, may adversely affect the
market price of our securities. In addition, the stock market in recent years
has experienced extreme price and trading volume fluctuations that often have
been unrelated or disproportionate to the operating performance of individual
companies. These fluctuations may adversely affect the price of our securities
regardless of operating performance.

     Delaware corporate law, our certificate of incorporation and our by-laws
contain anti-takeover provisions that could delay or prevent a change in control
even if the change in control would be beneficial to our stockholders.

     Delaware law, our certificate of incorporation and our by-laws contain
anti-takeover provisions that could delay or prevent a change in control of our
company, even if a change in control would be beneficial to our stockholders.
These provisions could limit the price that investors might be willing to pay in
the future for shares of our common stock. These provisions:

   . authorize the issuance of preferred stock that can be created and issued by
     our board of directors without prior stockholder approval to increase the
     number of outstanding shares and deter or prevent a takeover attempt;

   . prohibit common stockholder action by written consent, thereby requiring
     all common stockholder actions to be taken at a meeting of our common
     stockholders;

   . prohibit cumulative voting in the election of directors, which would
     otherwise allow less than a majority of stockholders to elect director
     candidates;

   . limit the ability of stockholders to call special meetings of stockholders;
     and

   . establish advance notice requirements for nominations for election to our
     board of directors or for proposing matters that can be acted upon by
     stockholders at stockholder meetings.

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In addition, Section 203 of the Delaware General Corporation Law, our
certificate of incorporation and the terms of our 1996 Long-Term Incentive Plan
may discourage, delay or prevent a change in control of our company.
Specifically, Section 203 and our certificate of incorporation prohibit us from
engaging in any business combination with an interested stockholder unless
specific conditions are met. Also, our 1996 Long-Term Incentive Plan includes
provisions that allow us to grant options, stock appreciation rights and other
stock-based awards that will become vested immediately upon a change in control
of our company.

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