EXHIBIT 4.13 AMENDMENT TO SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT This Amendment ("Amendment") is made as of February 5, 2003 by and among iDine Rewards Network Inc., a Delaware corporation (the "Company"), Samstock, L.L.C., a Delaware...

                                                                   EXHIBIT 4.13

                         AMENDMENT TO SECOND AMENDED AND
                          RESTATED INVESTMENT AGREEMENT

                This Amendment ("Amendment") is made as of February 5, 2003 by
and among iDine Rewards Network Inc., a Delaware corporation (the "Company"),
Samstock, L.L.C., a Delaware limited liability company ("Samstock"), and the
former members and distributees ("EGI Distributees") of EGI-Transmedia
Investors, L.L.C. (which entity no longer exists). This Amendment amends that
certain Second Amended and Restated Investment Agreement, dated as of June 30,
1999, among the Company and the other parties thereto (the "Second Amended and
Restated Investment Agreement").

                WHEREAS, this Amendment had been approved by a majority of the
Company's Disinterested Directors (as defined in the Second Amended and Restated
Investment Agreement).

                NOW, THEREFORE, intending to be legally bound, the parties
hereto agree as follows:

                Section 1.      Amendments. The Second Amended and Restated
Investment Agreement is amended as follows:

                a)      Section 1.13 thereof is amended to read in its entirety
                        as follows:

                        "1.13 "Standstill Provisions" means Article III hereof
                        in its entirety."

                b)      Article IV thereof is deleted in its entirety and
                        replaced by the phrase "Intentionally Omitted."

                Section 2.      Miscellaneous. Other than as provided in this
Amendment, the Second Amended and Restated Investment Agreement shall remain
unaltered in full force and effect. This Agreement shall be governed and
controlled as to validity, enforcement, interpretation, construction, effect and
in all other respects by the internal laws of the State of Delaware applicable
to contract made in that State. This Amendment may be executed in counterparts.
This Amendment shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the parties hereto.



                IN WITNESS WHEREOF, this Amendment is executed as of the date
first above written.


IDINE REWARDS NETWORK INC.              SAMSTOCK, L.L.C., on behalf of
                                        itself and the EGI Distributees under
                                        power-of-attorney


-------------------------------         --------------------------------------
By: Xxxxxx Xxxxxxxxx, President         By: Xxxxxx X. Xxxxxxxxxxx
    and Chief Executive Officer             Vice President