<PAGE>   1
  THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER
   THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE
       SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT
  OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (A) A
  REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS
    SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (B) IN THE OPINION OF
      COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE ACT OR SUCH
                     APPLICABLE STATE SECURITIES LAWS IS NOT
       REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.

         This Common Stock Purchase Warrant is issued this 3rd day of April,
1997, by Transmedia Asia Pacific, Inc., a Delaware corporation (the "Company"),
to Mr J V Vittoria("Holder").

                              W I T N E S S E T H:

                  1. Issuance of Warrant; Term. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company hereby grants to Holder, subject to the provisions hereinafter set
forth, the right to purchase 138,596 shares of the Company's Common Stock,
$.00001 par value per share (the "Common Stock"), (this "Warrant"). The shares
of Common Stock issuable upon exercise of this Warrant are hereinafter referred
to as the "Shares". This Warrant shall be exercisable at any time after the date
hereof and on or before 5:00 p.m. on the 2nd day of April, 2002. The number of
Shares issuable upon exercise of this Warrant shall be subject to adjustment as
hereinafter set forth.


                  2. Exercise Price. The exercise price per share for which all
or any of the Shares may be purchased pursuant to the terms of this Warrant
shall be $1.13, subject to adjustment as hereinafter set forth (hereinafter
referred to as the "Exercise Price").

                  3. Exercise.

                  (a) This Warrant may be exercised by the Holder (but only on
the conditions hereinafter set forth) in whole or in part, upon delivery of
written notice to the Company, specifying the number of Shares which the Holder
has elected to purchase, at the following address: 11 St. James's Square, London
SW1Y 4LB, England,
Attention: President, or such other address as the Company shall designate in
written notice to the Holder hereof, together with this Warrant and payment (in
the manner described in Section 3(b) below) for the aggregate Exercise Price of
the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company
shall as promptly as practicable execute and deliver to

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the Holder a certificate or certificates for the total number of whole Shares
for which this Warrant is being exercised in such names and denominations as are
requested by such Holder. If this Warrant shall be exercised with respect to
less than all of the Shares, the Holder shall be entitled to receive a new
Warrant covering the number of Shares in respect of which this Warrant shall not
have been exercised, which new Warrant shall in all other respects be identical
to this Warrant.

                  (b) Payment for the Shares to be purchased upon exercise of
this Warrant shall be made by the delivery of a certified or cashier's check
payable to the Company for the aggregate Exercise Price of the Shares to be
purchased.

                  (c) If on any exercise of this Warrant the Holder would be
entitled to acquire a fraction of a share of Common Stock, in lieu of such
fraction of a share, the Holder of this Warrant otherwise entitled to a fraction
of such share of Common Stock shall receive, upon surrender to the Company of
the Warrant held by such Holder, a cash amount for such fraction of a share
equal to the product obtained by multiplying (i) such fraction of a share of
Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from
the average of the bid and asked prices for a share of Common Stock in the
over-the-counter market at the close of business on the date of exercise of the
Warrant, as reported by the National Association of Securities Dealers Automated
Quotation System.

                  4. Covenants and Conditions. The above provisions are subject
to the following:

                  (a) Neither this Warrant nor the Shares have been registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws ("Blue Sky Laws"). This Warrant has been acquired by Holder for
investment purposes and not with a view to distribution or resale and may not be
made subject to a security interest, pledged, hypothecated, sold or otherwise
transferred without an effective registration statement for this Warrant under
the Act and such applicable Blue Sky Laws or an opinion of counsel reasonably
satisfactory to the Company and its counsel that registration is not required
under the Act and under any applicable Blue Sky Laws. Transfer of the Shares
issued upon the exercise of this Warrant shall be restricted in the same manner
and to the same extent as this Warrant, and the certificates representing such
Shares shall bear substantially the following legend:

         THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
         ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE
         PRIVATE INVESTMENT OF THE HOLDER


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         HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (A) A
         REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE
         SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (B)
         IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER
         THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN
         CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.

Other legends as required by applicable federal and state laws may be placed on
this Warrant and such certificates. The Holder and the Company agree to execute
such other documents and instruments as counsel for the Company reasonably deems
necessary to effect the compliance of the issuance of this Warrant and any
Shares issued upon exercise hereof with applicable federal and state securities
laws. The Holder agrees that the Company may decline to permit a transfer of
this Warrant if such transfer would result in this Warrant being held by more
than 35 persons, exclusive of "accredited" investors as defined under Regulation
D promulgated under the Act, or if such proposed transferee does not meet then
applicable qualifications for investors in securities offerings exempt from
registration. Furthermore, the unexercised Warrant may be transferred in full
(subject to the provisions hereof) but not in part.

                  (b) The Company covenants and agrees that all Shares which may
be issued upon exercise of this Warrant shall, upon issuance and payment
therefor in accordance with the terms hereof, be legally and validly issued and
outstanding, fully paid and nonassessable. The Company shall at all times
reserve and keep available for issuance upon the exercise of this Warrant such
number of authorized but unissued shares of Common Stock as will be sufficient
to permit the exercise in full of this Warrant and all other outstanding
Warrants.

                  5. Warrant Holder Not Shareholder. This Warrant does not
confer upon the Holder hereof, as such, any right or privilege whatsoever as a
shareholder of the Company until the Holder shall have delivered the notice and
tendered payment as required under the provisions of Sections 2 and 3 hereof.

                  6. Anti-Dilution. Wherever this Warrant specifies a number of
Shares or an Exercise Price per share, the specified number of Shares or the
specified Exercise Price per share shall be changed to reflect adjustments
required by this section. If prior to the expiration or exercise of this Warrant
there shall be any change in the capital structure of the Company, the Shares
covered by this Warrant and the Exercise Price payable therefor shall be
adjusted as follows:

                  (a) If a stock dividend is declared on the Common Stock, there
shall be added to the shares of Common Stock issuable


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under this Warrant the number of shares of Common Stock ("total additional
shares") which would have been issuable to the Holder had the Holder been the
holder of record only of the number of shares of Common Stock covered by this
Warrant but not exercised at the stock dividend record date. Such additional
shares resulting from such stock dividend shall be delivered without additional
cost, upon the exercise of this Warrant, and, in the event that less than all of
the Shares covered by this Warrant are purchased, the number of additional
shares to be delivered shall be the same fraction of the total additional shares
as the number of shares purchased bears to the total number of shares of Common
Stock covered by this Warrant. Any distribution to the holders of the Common
Stock of the Company, other than a distribution of cash as a dividend out of
surplus or net profits or a distribution by way of granting of rights to
subscribe for shares of capital stock of the Company, shall be treated as a
stock dividend.

                  (b) If an increase shall be effected in the number of
outstanding shares of Common Stock by reason of a subdivision of such shares,
the number of shares which may thereafter be purchased under this Warrant shall
be increased by the number of shares that would have been received by the Holder
on such subdivision had he been the holder of record only of the number of
shares of Common Stock covered by this Warrant at the effective date of the
subdivision. In such event, the Exercise Price per share shall be decreased by
multiplying the Exercise Price theretofore in effect by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately prior to such subdivision and the denominator of which is the number
of shares of Common Stock outstanding immediately after the subdivision.

                  (c) If a decrease shall be effected in the number of
outstanding shares of Common Stock by reason of a combination or reverse stock
split, the number of shares which may thereafter be purchased under this Warrant
shall be changed to the number of shares which would have been held by the
Holder after said combination or reverse stock split had he been the holder only
of the number of shares of Common Stock covered by this Warrant at the effective
date of the combination or reverse stock split. In such event, the Exercise
Price per share shall be increased by multiplying the Exercise Price theretofore
in effect by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately prior to the combination or reverse stock
split and the denominator of which is the number of shares of Common Stock
outstanding immediately after the combination or reverse stock split.

                  (d) If there is any capital reorganization or reclassification
of the capital stock of the Company, or any consolidation or merger of the
Company with any other corporation


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or corporations, or any sale or distribution of all or substantially all of the
Company's property and assets, adequate provision shall be made by the Company
so that there shall remain and be substituted under this Warrant the stock,
securities, or assets that would have been issuable or payable in respect of or
in exchange for the shares of Common Stock then remaining under this Warrant and
not theretofore purchased and issued hereunder, as if the Holder had been the
owner of such shares on the applicable record date. Until the expiration or
exercise of this Warrant, any shares of stock so substituted under this Warrant
shall be subject to adjustment as provided in this Section 6 in the same manner
and to the same effect as the shares of Common Stock covered by this Warrant.

                  7. Registration Rights. The Company covenants and agrees as
follows:

                  (a) Rights in Connection with a Public Offering by the
Company. At any time the Company intends to make a public offering of its
securities under any form of registration statement suitable for secondary
offerings, the Company shall so notify the Holder hereof in writing, no less
than 30 days before the intended filing of such registration statement, and
shall permit the Holder to include any or all of his Shares in such offering
(limited only by the provisions of paragraph (d) of this Section 7), provided
the Holder notifies the Company in writing within 15 days of the date of such
notice of his desire to be included in such offering. Thereafter, the Company
shall use its best efforts to (i) file with all due promptness and endeavor to
make effective, as soon as reasonably practicable, a registration statement
under the Act covering any and all shares proposed (the number being limited
only by the provisions of paragraph (d) of this Section 7) to be sold or
otherwise disposed of by the Holder; (ii) qualify such shares under the Blue Sky
laws of the jurisdiction(s) in which the offers and sales or other dispositions
are proposed to be made; (iii) qualify such shares under the rules of any
appropriate self-regulatory organization or stock exchange; (iv) maintain the
effectiveness of the registration statement for a reasonable period of time but
in no event to exceed 30 days and from time to time (within any such period of
effectiveness) advise any Holder whose securities are being registered of any
stop order or any event or development requiring amendment of the registration
statement and prospectus or rendering it inadvisable to use the prospectus until
it is supplemented or amended; and (v) with reasonable promptness prevent the
issuance or cause to be removed any stop order, and amend or supplement the
registration statement and prospectus used in connection therewith to the extent
necessary or appropriate in order to comply with the Act. Notwithstanding
anything else to the contrary contained herein, once the Holder has been
afforded the right to have all of its Shares registered under the Act and has
elected to have some or


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all of its Shares so registered this Section 7 shall be of no further force or
effect if all of such request has been effected.

                  (b) Expenses. All expenses (including, but not limited to, all
registration fees paid to the Securities and Exchange Commission, fees and
expenses of accountants, fees and expenses of counsel, printing and engraving
expenses, transfer agent fees, escrow fees, N.A.S.D. registration or exchange
listing fees, but not including underwriting discounts and commissions relating
to Shares of any holder being offered thereby and fees and expenses of any
special counsel of any selling shareholder) of any registration(s) made pursuant
to paragraph (a) hereof shall be borne and paid by the Company. Underwriting
discounts and commissions shall be borne pro rata by any selling shareholder in
proportion to the number of shares being offered by such selling shareholder.

                  (c) Indemnification. The Company shall indemnify and hold
harmless the Holder, and any officer, director, partner or controlling person of
each, against any claim, liability, loss, damage, cost or expense (including
attorneys' fees) arising out of any violation of federal or state securities
laws or any alleged material misstatement or omission in any registration
statement filed pursuant to paragraph (a) hereof, or in documents incorporated
therein by reference, unless such misstatement or omission is contained in, or
relates to, information furnished or to have been furnished by the Holder,
provided the Company receives prompt written notice of any claim of any such
misstatement or omission and is afforded a reasonable opportunity, if it so
elects, to participate in or control the defense of such claim.

                  (d) Underwriting. If any registration is intended to be an
underwritten public offering, the Company shall so advise the Holder as a part
of the written notice given pursuant to paragraph (a) hereof. In such event, the
right of the Holder to registration, pursuant to paragraph (a) hereof, shall be
conditioned upon the Holder's participation in such underwriting and the
inclusion of the Holder's Company Common Stock in the underwriting to the extent
provided herein. The Holder proposing to distribute its securities through such
underwriting shall (together with the Company and any other persons distributing
their securities through such underwriting) enter into an underwriting agreement
in customary form with the underwriter or underwriters or representative
thereof, selected for such underwriting by the Company (hereinafter the
"Underwriter"). Notwithstanding any other provision of paragraph (a), if the
Underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the Underwriter may exclude some of the Holder's
shares of stock from such registration and underwriting, provided that shares of
stock


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proposed to be sold by stockholders other than the Holder are first excluded and
provided further that in any joint primary or secondary offering, no less than
one-third (1/3) of the aggregate number of shares offered thereby are offered by
the Holder (or such lesser fraction as will include all of the shares which the
Holder then desire to so offer). The number of shares of stock that may be
included in the registration and underwriting shall be allocated to each Holder
proposing to sell, in proportion, as nearly as practicable, to the number of
shares of capital stock of the Company held by such Holder at the time of filing
of the registration statement. If any such Holder disapproves of the terms of
any such underwriting, he may elect to withdraw therefrom by written notice to
the Company and the Underwriter. Any securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.

                  (e) Assignment of Registration Rights. The rights to cause to
register securities granted the Holder under paragraph (a) may be assigned to a
transferee or assignee, provided that the Company shall be notified of any such
transfer within thirty (30) days of the date such transaction is effected, and
provided further that: (i) such assignee or transferee agrees to be bound by the
terms of this Plan; and (ii) such assignee or transferee is unable to publicly
transfer such stock without registration.

                  8. Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given if delivered personally, given by
prepaid telegram or mailed first class, postage prepaid, registered or certified
mail as follows:

If to the Company:                             Transmedia Asia Pacific, Inc.
                                               11 St. James's Square
                                               London SW1Y 4LB
                                               England
                                               Attention: Edward J. Guinan, III

If to Holder:                                  Mr J V Vittoria
                                               1616 Ocean Boulevard
                                               Palm Beach
                                               Florida 33480


                  9. Governing Law. This Warrant shall be construed and enforced
in accordance with the laws of the state of New York.

                  10. Successors, Assigns. This Warrant shall be binding upon
and inure to the benefit of any successor or successors of the Company, and
shall inure to the benefit of and shall be


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enforceable by the Holder and the Holder's legal representatives, successors,
heirs and permitted assigns.

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed and delivered by its duly authorized officer as of the date first above
written.


                                                 TRANSMEDIA ASIA PACIFIC, INC.



                                                 By: /s/ Paul L Harrison
                                                    --------------------
                                                     Paul L Harrison
                                                     COO, Director


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