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Exhibit
10.1
 
 Ronald L. Blake
   Severance Agreement
    (i)
    
    continuation of your then-current base salary for a period of 12 months after
the date on which you separate from service with Rewards Network (your separation
date);(ii)
    
    continued coverage of you and your spouse and dependents under Rewards
Networks group health plan for 12 months after your separation date, at no cost to you
but otherwise on the same basis as such plan is offered to active employees of Rewards
Network, and following the expiration of such period the right to elect continued
coverage under such plan for up to 18 additional months pursuant to COBRA; and(iii)
    
    the continued right to exercise any outstanding vested options held by you to
purchase shares of Common Stock for a period of 90 days after your separation date.




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provided
  (i)
    
    any person (as defined in Sections 3(a)(9) and 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the Exchange Act)), other than Rewards Network,
Equity Group Investments, L.L.C. (EGI), an affiliate of Rewards Network or EGI or an
employee benefit plan of Rewards Network, acquires directly or indirectly the
beneficial ownership (within the meaning of Rule 13d-3 promulgated pursuant to the
Exchange Act) of any voting security of Rewards Network and immediately after such
acquisition such person is, directly or indirectly, the beneficial owner of voting
securities representing 50 percent or more of the total voting power of all of the
then-outstanding voting securities of Rewards Network;(ii)
    
    the individuals (i) who constitute the Board of Directors as of the date of
this Agreement (the Original Directors) or (ii) who thereafter are elected to the
Board of Directors and whose election, or nomination for election, to the Board of
Directors was approved by a vote of a majority of the Original Directors then still in
office (such directors becoming Additional Original Directors immediately following
their election) or (iii) who are elected to the Board of Directors and whose election, or nomination for election, to the Board of Directors was approved
by a vote of a majority of the Original Directors and Additional Original Directors
then still in office (such directors also becoming Additional Original Directors
immediately following their election), cease for any reason to constitute a majority
of the members of the Board of Directors;
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(iii)
    
    the stockholders of Rewards Network shall approve a merger, consolidation,
recapitalization, or reorganization of Rewards Network, a reverse stock split of
outstanding voting securities, or consummation of any such transaction if stockholder
approval is not sought or obtained, other than any such transaction which would result
in at least 50 percent of the total voting power represented by the voting securities
of the surviving entity outstanding immediately after such transaction being
beneficially owned (within the meaning of Rule 13d-3 promulgated pursuant to the
Exchange Act) by the holders of outstanding voting securities of Rewards Network
immediately prior to the transaction, with the voting power of each such continuing
holder relative to other such continuing holders not substantially altered in the
transaction; or(iv)
    
    the stockholders of Rewards Network shall approve a plan of complete
liquidation of Rewards Network or an agreement for the sale or disposition by Rewards
Network of all or a substantial portion of Rewards Network s assets (i.e., 50 percent
or more of the total assets of Rewards Network).
  (i)
    
    any willful refusal by you to follow lawful directives of the President and
Chief Executive Officer or the Board of Directors which are consistent with the scope
and nature of your duties and responsibilities; provided that an isolated,
insubstantial or inadvertent action or failure which is remedied by you within 10 days
after written notice from the President and Chief Executive Officer or the Board of
Directors shall not constitute Cause hereunder;(ii)
    
    your conviction of, or plea of guilty or nolo contendere to, a felony or of any
crime involving moral turpitude, fraud or embezzlement;(iii)
    
    any gross negligence or willful misconduct by you resulting in a material loss
to Rewards Network or any of its subsidiaries, or material damage to the reputation of
Rewards Network or any of its subsidiaries;(iv)
    
    any material breach by you of any one or more of the covenants contained in
your Proprietary Interest Protection and Non-Solicitation Agreement; or(v)
    
    any violation of any statutory or common law duty of loyalty to Rewards Network
or any of its subsidiaries.
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Very truly yours,/s/ Ronald L. BlakeRonald L. BlakePresident and Chief Executive Officer   /s/ Christopher J. Locke

Christopher J. Locke
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