AMENDMENT NUMBER TWO TO OFFER LETTER

Exhibit 10.10

AMENDMENT NUMBER TWO

TO OFFER LETTER

This Amendment Number Two is effective as of August 16, 2010, by and between Rewards Network Inc., a Delaware corporation (the “Corporation”), and Xxxx Xxxxxx (“Executive”), and hereby amends the Offer Letter dated August 3, 2006 by and between the Corporation and Executive, which was previously amended effective January 1, 2009 (the “Offer Letter”).

I.

The Offer Letter is hereby amended to provide that for all purposes under the Offer Letter, a “Change in Control” shall be deemed to have occurred if a “Change in Control” occurs for purposes of the Corporation’s 2006 Long-Term Incentive Plan, as the same may be amended from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number Two as of the date first written above.

REWARDS NETWORK INC.
By:		/s/ Xxxxxx X. Xxxxx
Name:  Xxxxxx X. Xxxxx
Title:  President and CEO
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx