AMENDMENT NO. 2 TO EXECUTIVE SERVICES AGREEMENT

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                                                                   Exhibit 10.31


                 AMENDMENT NO. 2 TO EXECUTIVE SERVICES AGREEMENT


     This Amendment No. 2 to Executive Services Agreement is made as of March
27, 2006 by and between Simon Worldwide, Inc. (the "Company") and Terrence
Wallock (the "Executive").

                                  INTRODUCTION

     The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003, as amended by Amendment No. 1 dated as of
May 3, 2004 (the "Agreement"). The Executive has been instrumental in helping
the Company satisfy its liabilities and attain solvency over the preceding years
and is being asked to perform a significant role in determining the future
course of the business. In addition, the Executive has today been elected to the
Board of Directors of the Company. In order to (i) ensure that the Company might
retain his knowledge, expertise and services in such endeavor, (ii) retain the
continuing commitment of the Executive to provide the Company with the
substantial time and attention necessary to meet the needs of the Company, and
(iii) to conform the terms of this Agreement to those of the similar agreements
between the Company and the other members of the Board of Directors, the Company
and the Executive agree that the Agreement shall be amended as follows:

     Section 4 of the Agreement shall be amended in its entirety to read as
follows:

"4.   TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the r