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                             LOAN FACILITY AGREEMENT


FROM:       JOSEPH VITTORIA

TO:         TRANSMEDIA ASIA PACIFIC INC



                                                             Dated 27 March 1997



Dear Sirs,

I write to confirm that I am prepared to grant loan facilities to Transmedia
Asia Pacific Inc ("TMNA") on the following terms and conditions:-

1.    AMOUNT

      US$1,000,000 the principal amount to be made available or any amount from
      time to time outstanding being herein called the "Loan"

2.    AVAILABILITY

      In such tranches on any business day or days during the term described in
      paragraph 5 below as may be chosen by TMNA such day in relation to each
      tranche being herein the "Drawdown Date".

3.    PURPOSE

      To satisfy part of the consideration to acquire the entire issued share
      capital of Countdown Holdings Limited and to provide working capital.

4.    RATE OF INTEREST

      12% per annum (gross of any withholding tax which may be payable) such
      interest to be calculated pro rata in respect of each tranche from the
      relevant Drawdown Date. Such interest shall accrue daily and be due and
      payable upon repayment of the Loan.

5.    TERM/REPAYMENT

      The Loan shall be repaid together with the accrued interest thereon upon
      the expiry of the term that is to say 27th September 1997.


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6.    EARLY REPAYMENT

      Early repayment may be made of the whole or any part of the Loan at any
      time.

7.    REPAYMENT ON DEFAULT

      The whole of the Loan with accrued interest thereon will become
      immediately due and payable upon the occurrence of any of the following
      (and you will promptly notify me in writing of the occurrence thereof):-

      (a)   TMNA fails duly to perform or observe any obligation contained in
            this letter;

      (b)   an order is made or effective resolution is passed for the
            dissolution or winding-up of TMNA or any other resolution is passed
            or order made having like effect in the jurisdiction in which it is
            passed or made;

      (c)   TMNA is insolvent or calls a meeting of its creditors or makes any
            arrangement or composition with its creditors or does or suffers
            anything having like effect in any jurisdiction to which it is from
            time to time subject;

      (d)   a receiver or trustee is appointed over the whole or any of the
            assets of TMNA any person is appointed to manage the affairs of TMNA
            or receive or dispose of its assets pursuant to any security issued
            or entered into by TMNA or to an order of a court of competent
            jurisdiction;

      (e)   TMNA ceases to carry on any substantial part of its business or
            ceases to be entitled so to carry it on or disposes of any part of
            its business or assets (otherwise than in the normal course of its
            business);

      (f)   any execution or distress or distraint is levied against TMNA or the
            whole or any of its assets which remains undischarged for 14 days or
            if any assets of TMNA are seized or fall to be disposed of pursuant
            to an order of a court of competent jurisdiction

      provided that notwithstanding the foregoing the proposed merger of
      TMNA and Transmedia Europe, Inc. and any consequential hive-down of
      assets shall not constitute an event of default.

8.    WARRANTIES

      You represent and warrant on the date of your acceptance of this letter
      and on the date of the actual or proposed utilisation under this facility
      that:-

      (a)   you are duly established and have full power to own your assets and
            carry on your business;


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      (b)   No Event of Default or Potential Event of Default has occurred and
            remains unremedied;

      (c)   your execution of the acceptance of this letter and/or of any other
            document referred to herein has been validly authorised and the
            obligations expressed as being assumed by you hereunder constitute
            valid legal and binding obligations enforceable against you in
            accordance with their terms.

9.    GOVERNING LAW

      The terms of this facility letter and the rights and obligations arising
      hereunder or otherwise relating to the Loan or to any security for the
      Loan shall be governed in all respects by English Law and the parties
      submit to the jurisdiction of the English Courts.

If the foregoing terms and conditions are acceptable, then kindly arrange for
one copy of this letter to be signed and returned to me.

Yours faithfully,


/s/ J Vittoria


J VITTORIA



We accept the terms of the facility letter of which this is a duplicate copy.


Dated 3 April 1997

Signed      /s/   Paul Harrison

            Director duly authorised
            for and on behalf of
            TRANSMEDIA ASIA PACIFIC INC


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