Execution Copy



                                                              EXHIBIT 4.2





                          REGISTRATION RIGHTS AGREEMENT

                                     between

                            MEMBERWORKS INCORPORATED

                                       and

                LEHMAN BROTHERS INC. and CIBC WORLD MARKETS CORP.











                         DATED AS OF SEPTEMBER 30 , 2003



<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                               Page

<C>                                                                                                              <C>
1.       Definitions..............................................................................................1

2.       Shelf Registration.......................................................................................4

3.       Additional Amounts.......................................................................................5

4.       Registration Procedures..................................................................................6

5.       Registration Expenses...................................................................................12

6.       Indemnification and Contribution........................................................................13

7.       Underwritten Registrations..............................................................................17

8.       Miscellaneous...........................................................................................17


</TABLE>

<PAGE>





     REGISTRATION  RIGHTS  AGREEMENT,  dated as of September  30, 2003,  between
MemberWorks  Incorporated,  a Delaware corporation  (together with any successor
entity, herein referred to as the "Company"),  and Lehman Brothers Inc. and CIBC
World Markets Corp. (the "Initial Purchasers").

                  Pursuant to the Purchase Agreement, dated September 24, 2003,
between the Company and the Initial Purchasers (the "Purchase Agreement"), the
Initial Purchasers have agreed to purchase from the Company $75,000,000 (up to
$90,000,000 if the Initial Purchasers exercise in full their option to purchase
additional Notes, as set forth in the Purchase Agreement) aggregate principal
amount of 5.50 % Convertible Senior Subordinated Notes due 2010 (the "Notes").
The Notes initially will be convertible into fully paid, nonassessable common
stock, par value $0.01 per share, of the Company (the "Common Stock") on the
terms, and subject to the conditions, set forth in the Indenture (as defined
herein). To induce the Initial Purchasers to purchase the Notes, the Company has
agreed to provide the registration rights set forth in this Agreement pursuant
to the Purchase Agreement.

                  The parties hereby agree as follows:

     (1) Definitions. As used in this Agreement, the following capitalized terms
shall have the following meanings:

                  Additional Amounts:  As defined in Section 3(a) hereof.

     Additional  Amounts  Payment Date:  Each April 1 and October 1,  commencing
April 1, 2004.

     Affiliate: As such term is defined in Rule 405 under the Securities Act.

     Agreement:  This Resale Registration Rights Agreement, as amended, modified
or otherwise supplemented from time to time in accordance with the terms hereof.

                  Applicable Amount: In respect of shares of Common Stock issued
upon conversion of Notes, an amount equal to $1,000 times the quotient of (x)
the number of such shares divided by (y) the prevailing conversion rate, such
prevailing conversion rate as determined in accordance with the Indenture.

                  Blue Sky Application:  As defined in Section 6(a) hereof.

                  Business Day: A day other than a Saturday or Sunday or any day
on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.

                  Closing Date:  The date of this Agreement.

                  Commission:  Securities and Exchange Commission.

                  Common Stock:  As defined in the preamble hereto.

<PAGE>

                  Company:  As defined in the preamble hereto.

                  Effectiveness Period:  As defined in Section 2(a)(iii) hereof.

     Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.

     Exchange Act:  Securities  Exchange Act of 1934, as amended,  and the rules
and regulations of the Commission thereunder.

     Holder: A Person who owns,  beneficially or otherwise,  Transfer Restricted
Securities.

                  Included Stock:  As defined in Section 9(c) hereof.

                  Indemnified Holder:  As defined in Section 6(a) hereof.

                  Indenture: The Indenture, dated as of September 30, 2003,
between the Company and Deutsche Bank Trust Company Americas, as trustee (the
"Trustee"), pursuant to which the Notes are to be issued, as such Indenture is
amended, modified or supplemented from time to time in accordance with the terms
thereof.

                  Initial Purchasers:  As defined in the preamble hereto.

     Interest Payment Date: Each April 1 and October 1 of each year,  commencing
April 1, 2004.

                  Majority of Holders: Holders holding more than 50% of the
aggregate principal amount at maturity of Notes outstanding; provided that, for
purpose of this definition, a holder of shares of Common Stock which constitute
Transfer Restricted Securities when issued upon conversion of the Notes shall be
deemed to hold an aggregate principal amount at maturity of Notes (in addition
to the principal amount at maturity of Notes held by such holder) equal to
$1,000 times the quotient of (x) the number of such shares of Common Stock
received upon conversion of the Notes and then held by such holder divided by
(y) the prevailing conversion rate, such prevailing conversion rate as
determined in accordance with the Indenture.

                  NASD:  National Association of Securities Dealers, Inc.

                  Notes:  As defined in the preamble hereto.

                  Notice Holder:  As defined in Section 2(a)(i) hereto.

                  Person: An individual, partnership, corporation,
unincorporated organization, limited liability company, trust, joint venture or
a government or agency or political subdivision thereof.

                  Prospectus: The prospectus included in a Shelf Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.


                                       2
<PAGE>

                  Purchase Agreement:  As defined in the preamble hereto.

                  Questionnaire:  As defined in Section 2(b) hereof.

                  Record Holder: With respect to any Additional Amounts Payment
Date, each Person who is a Holder on the record date with respect to the
Interest Payment Date on which such Additional Amounts Payment Date shall occur.
In the case of a Holder of shares of Common Stock issued upon conversion of the
Notes, "Record Holder" shall mean each Person who is a Holder of shares of
Common Stock that constitute Transfer Restricted Securities on the 15th day
preceding the relevant Additional Amounts Payment Date.

                  Registration Default:  As defined in Section 3(a) hereof.

     Securities  Act:  Securities  Act of 1933,  as  amended,  and the rules and
resolutions of the Commission thereunder.

                  Shelf Filing Deadline: As defined in Section 2(a)(i) hereof.

                  Shelf Registration Statement:  As defined in Section 2(a)(i)
hereof.

                  Suspension Period.  As defined in Section 4(b)(i) hereof.

                  TIA: Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission thereunder, in each case, as in effect on the
date the Indenture is qualified under the TIA.

     Transfer  Restricted  Securities:  Each Note and each share of Common Stock
issued upon conversion of Notes until the earliest of:

     (1) the date on which such Note or such share of Common  Stock  issued upon
conversion thereof has been effectively  registered under the Securities Act and
sold  or  otherwise  disposed  of in  accordance  with  the  Shelf  Registration
Statement;

     (ii) the date on which such Note or such share of Common  Stock issued upon
conversion  thereof  is  transferred  in  compliance  with  Rule 144  under  the
Securities Act or may be sold or transferred by a person who is not an Affiliate
of the  Company  pursuant  to Rule 144  under the  Securities  Act (or any other
similar  provision  then  in  force)  without  any  volume  or  manner  of  sale
restrictions thereunder; or

     (iii) the date on which such Note or such share of Common Stock issued upon
conversion  ceases  to  be  outstanding  (whether  as a  result  of  redemption,
repurchase and  cancellation,  conversion or otherwise);  provided that any Note
and any Common  Stock  issued upon  conversion  of such Note that is redeemed or
repurchased by the Company shall not be deemed  Transfer  Restricted  Securities
for purposes of this Agreement upon resale by the Company.


                                       3
<PAGE>

     Underwriter:  The managing  underwriter in an Underwritten  Registration or
Underwritten Offering.

                  Underwritten Registration or Underwritten Offering: A
registration in which Notes or shares of our Common Stock issued upon conversion
of Notes are sold by a Majority of Holders to an Underwriter for reoffering to
the public.

     (2) Shelf Registration.

     (a) The Company shall:

     (i) not  later  than 90 days  after  the date  hereof  (the  "Shelf  Filing
Deadline"),  cause to be filed a  registration  statement  pursuant  to Rule 415
under the Securities Act (together  with any amendments  thereto,  and including
any  documents  incorporated  by  reference  therein,  the  "Shelf  Registration
Statement"), which Shelf Registration Statement shall provide for resales of all
Transfer   Restricted   Securities  held  by  Holders  that  have  provided  the
information  required  pursuant to the terms of Section  2(b) hereof  (each such
holder a "Notice Holder");

     (ii) use its  reasonable  best  efforts  to cause  the  Shelf  Registration
Statement  to be declared  effective by the  Commission  not later than 210 days
after the date hereof (the "Effectiveness Target Date"); and

     (iii)  use its  reasonable  best  efforts  to keep the  Shelf  Registration
Statement  continuously  effective,  supplemented and amended as required by the
provisions of Section 4(b) hereof to the extent  necessary to ensure that (A) it
is available for resales by the Notice Holders of Transfer Restricted Securities
entitled  to the  benefit  of  this  Agreement  and  (B) it  conforms  with  the
requirements  of  this  Agreement  and the  Securities  Act  for a  period  (the
"Effectiveness Period") of:

     (1) two years following the last date of original issuance of Notes; or

     (2) such shorter  period that will terminate when (x) all of the Holders of
Transfer  Restricted  Securities  are  able  to  sell  all  Transfer  Restricted
Securities  immediately  without  restriction  pursuant to Rule 144(k) under the
Securities Act or any successor rule thereto,  (y) when all Transfer  Restricted
Securities  have ceased to be  outstanding  (whether as a result of  redemption,
repurchase  and  cancellation,  conversion  or  otherwise)  or (z) all  Transfer
Restricted  Securities  registered under the Shelf  Registration  Statement have
been sold.


                                       4
<PAGE>

     (b) To have  its  Transfer  Restricted  Securities  included  in the  Shelf
Registration  Statement  pursuant to this Agreement,  each Holder shall complete
the  Selling  Securityholder  Notice  and  Questionnaire,  the  form of which is
contained  in Annex A to the  Offering  Memorandum  relating  to the Notes  (the
"Questionnaire").  The Company  shall mail the  Questionnaire  to all Holders of
Transfer  Restricted  Securities at least 20 Business Days (but not more than 40
Business  Days) prior to the time the Company  intends in good faith to have the
Shelf Registration Statement declared effective by the Commission.  Upon receipt
of a written request for additional  information  from the Company,  each Holder
who intends to be named as a selling  securityholder  in the Shelf  Registration
Statement shall furnish to the Company in writing, within 20 Business Days after
such Holder's  receipt of such request,  such additional  information  regarding
such  Holder  and the  proposed  distribution  by such  Holder  of its  Transfer
Restricted  Securities,  in connection with the Shelf Registration  Statement or
Prospectus or Preliminary  Prospectus included therein and in any application to
be filed with or under state  securities  law,  as the  Company  may  reasonably
request.  In connection with all such requests for  information  from Holders of
Transfer  Restricted  Securities,  the Company  shall notify such Holders of the
requirements  set forth in this paragraph  regarding their obligation to provide
the  information  requested  pursuant  to this  Section.  Holders  who  have not
delivered a Questionnaire  prior to the effectiveness of the Shelf  Registration
Statement  may receive a  Questionnaire  from the  Company  upon  request.  Upon
receipt  of  such  a  completed   Questionnaire  from  a  Holder  following  the
effectiveness  of the  Shelf  Registration  Statement,  the  Company  shall,  as
promptly  as  reasonably   practicable,   file  such  amendments  to  the  Shelf
Registration  Statement or supplements to a related  Prospectus as are necessary
to permit such Holder to transfer its Transfer Restricted Securities pursuant to
the Shelf Registration Statement. Each Holder as to which the Shelf Registration
Statement  is being  effected  agrees to furnish  promptly  to the  Company  all
information  required to be  disclosed in order to make  information  previously
furnished to the Company by such Holder not materially misleading.

     (3) Additional Amounts.

     (a) If:

     (i) the Shelf Registration Statement is not filed with the Commission prior
to or on the Shelf Filing Deadline;

     (ii) the Shelf  Registration  Statement has not been declared  effective by
the Commission prior to or on the Effectiveness Target Date;

     (iii) except as provided in Section 4(b)(i) hereof,  the Shelf Registration
Statement is filed and declared effective but, during the Effectiveness  Period,
shall  thereafter  cease to be effective  without  being  succeeded  within five
Business Days by a post-effective amendment to the Shelf Registration Statement,
a supplement to the Prospectus or a report filed with the Commission pursuant to
Section  13(a),  13(c),  14 or 15(d) of the Exchange Act that cures such failure
and, in the case of a post-effective  amendment,  is itself immediately declared
effective; or


                                       5
<PAGE>

     (iv) (A)  prior to or on the 60th or 90th  day,  as the case may be, of any
Suspension  Period,  such  suspension has not been  terminated or (B) Suspension
Periods exceed an aggregate of 120 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (iv), a
"Registration Default"), the Company hereby agrees to pay additional amounts
("Additional Amounts") with respect to the Transfer Restricted Securities from
and including the day following the Registration Default to but excluding the
day on which the Registration Default has been cured, accruing at a rate:

     (A) in respect of the Notes,  to each holder of Notes,  (x) with respect to
the first 90-day period during which a Registration  Default shall have occurred
and be  continuing,  equal to 0.25%  per  annum of the  principal  amount of the
Notes,  and (y) with respect to the period  commencing on the 91st day following
the day the Registration Default shall have occurred and be continuing, equal to
0.50% per annum of the principal amount of the Notes;  provided that in no event
shall  Additional  Amounts  accrue  at a rate  per year  exceeding  0.50% of the
Applicable Amount of the Notes; and

     (B) in respect of any shares of Common  Stock,  to each holder of shares of
Common  Stock  issued upon  conversion  of Notes,  (x) with respect to the first
90-day  period  in which a  Registration  Default  shall  have  occurred  and be
continuing,  equal to 0.25% per annum of the Applicable  Amount of the converted
Notes, and (y) with respect to the period  commencing the 91st day following the
day the  Registration  Default shall have occurred and be  continuing,  equal to
0.50% per annum of the Applicable  Amount of the converted Notes;  provided that
in no event shall  Additional  Amounts accrue at a rate per year exceeding 0.50%
of the Applicable Amount of the converted Notes.

     (b) All  accrued  Additional  Amounts  shall be paid in  arrears  to Record
Holders by the Company on each Additional  Amounts Payment Date by wire transfer
of immediately available funds or by federal funds check.  Following the cure of
all  Registration  Defaults  relating to any particular  Note or share of Common
Stock,  the accrual of Additional  Amounts with respect to such Note or share of
Common Stock will cease. The Company agrees to deliver all notices, certificates
and other documents contemplated by the Indenture in connection with the payment
of Additional  Amounts.  Additional  Amounts shall not be payable  under,  or in
respect of, more than one of clauses (a)(i) through (a)(iv) at any given time.

                  All obligations of the Company set forth in this Section 3
that are outstanding with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security shall survive
until such time as all such obligations with respect to such Transfer Restricted
Security shall have been satisfied in full.

                  The Additional Amounts set forth above shall be the exclusive
monetary remedy available to the Holders of Transfer Restricted Securities for
such Registration Default.

     4. Registration Procedures.


                                       6
<PAGE>

     (a) In connection with the Shelf Registration Statement,  the Company shall
comply  with all the  provisions  of  Section  4(b)  hereof  and  shall  use its
reasonable  best efforts to effect such  registration  to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method
or methods of distribution thereof, and pursuant thereto, shall prepare and file
with the Commission a Shelf Registration  Statement relating to the registration
on any appropriate  form under the Securities Act;  provided,  however,  that no
Holder shall be entitled to be named in the Shelf  Registration  Statement as of
the date it is declared  effective,  or to the Prospectus  forming part thereof,
for offers and sales of the Transfer Restricted Securities unless such Holder is
a Notice Holder.

     (b) In connection with the Shelf Registration  Statement and any Prospectus
required by this  Agreement to permit the sale or resale of Transfer  Restricted
Securities, the Company shall:

     (i)  Use  its  reasonable  best  efforts  to keep  the  Shelf  Registration
Statement  continuously  effective  during the  Effectiveness  Period;  upon the
occurrence  of any event or the existence of any fact that would cause the Shelf
Registration  Statement  or the  Prospectus  contained  therein,  in either case
including  any  document  incorporated  by reference  therein,  (A) to contain a
material  misstatement or omission or (B) not be effective and usable for resale
of Transfer Restricted  Securities during the Effectiveness  Period, the Company
shall  file  promptly  an  appropriate   amendment  to  the  Shelf  Registration
Statement,  a supplement to the Prospectus or a report filed with the Commission
pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange Act, in the case
of clause (A), correcting any such misstatement or omission, and, in the case of
either  clause  (A) or (B),  use its  reasonable  best  efforts  to  cause  such
amendment to be declared effective and the Shelf Registration  Statement and the
related  Prospectus  to become  usable for their  intended  purposes  as soon as
practicable thereafter.  Notwithstanding the foregoing,  the Company may suspend
the effectiveness of the Shelf  Registration  Statement by written notice to the
Holders for a period not to exceed an aggregate of 60 days in any 90-day  period
(each such period,  a "Suspension  Period") if an event occurs and is continuing
as a result of which it is necessary, in the reasonable judgment of the Company,
to  suspend  the  use  of  the  Shelf  Registration   Statement  pending  public
announcement  of such  event and,  if  necessary,  amend the Shelf  Registration
Statement in order that such document not include an untrue statement of fact or
omit to state a material  fact  necessary  to make the  statements  therein  not
misleading or amend or supplement any Prospectus in order that such document not
include an untrue  statement of fact or omit to state a material fact  necessary
to make the  statements  therein not  misleading  in light of the  circumstances
under which they were made; provided that in the event the disclosure relates to
a previously undisclosed proposed or pending material business transaction,  the
disclosure  of which  would  impede the  Company's  ability to  consummate  such
transaction, the Company may extend a Suspension Period from 60 days to 90 days;
provided,  however, that Suspension Periods shall not exceed an aggregate of 120
days in any 360-day period.


                                       7
<PAGE>

     (iii)  Prepare  and  file  with  the   Commission   such   amendments   and
post-effective  amendments  to  the  Shelf  Registration  Statement  as  may  be
necessary  to  keep  the  Shelf  Registration  Statement  effective  during  the
Effectiveness  Period;  cause the Prospectus to be  supplemented by any required
Prospectus  supplement,  and as so supplemented to be filed pursuant to Rule 424
under the Securities Act, and to comply fully with the applicable  provisions of
Rules 424 and 430A under the Securities Act in a timely manner;  and comply with
the  provisions of the  Securities  Act with respect to the  disposition  of all
securities  covered by the Shelf  Registration  Statement  during the applicable
period in accordance  with the intended method or methods of distribution by the
sellers thereof set forth in the Shelf  Registration  Statement or supplement to
the Prospectus.

     (iii) Advise the underwriter(s),  if any, and selling Holders promptly (but
in any event within two Business  Days) and, if  requested by such  Persons,  to
confirm such advice in writing:

     (A) when the  Prospectus or any  Prospectus  supplement  or  post-effective
amendment has been filed, and, with respect to the Shelf Registration  Statement
or any post-effective amendment thereto, when the same has become effective,

     (B)  of  any  request  by  the  Commission  for  amendments  to  the  Shelf
Registration  Statement or amendments or  supplements  to the  Prospectus or for
additional information relating thereto,

     (C) of the  issuance by the  Commission  of any stop order  suspending  the
effectiveness of the Shelf Registration Statement under the Securities Act or of
the suspension by any state  securities  commission of the  qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction,  or the
initiation of any proceeding for any of the preceding purposes, or

     (D) of the existence of any fact or the happening of any event,  during the
Effectiveness  Period,  that makes any  statement of a material fact made in the
Shelf  Registration  Statement,  the  Prospectus,  any  amendment or  supplement
thereto,  or any document  incorporated  by reference  therein  untrue,  or that
requires  the making of any  additions  to or changes in the Shelf  Registration
Statement  or the  Prospectus  in  order  to make  the  statements  therein  not
misleading.

     If at any time the  Commission  shall issue any stop order  suspending  the
effectiveness  of the Shelf  Registration  Statement,  or any  state  securities
commission or other  regulatory  authority  shall issue an order  suspending the
qualification  or  exemption  from  qualification  of  the  Transfer  Restricted
Securities  under state  securities or Blue Sky laws,  the Company shall use its
reasonable best efforts to obtain the withdrawal or lifting of such order at the
earliest  possible  time and will  provide to the  Initial  Purchasers  and each
Holder who is named in the Shelf  Registration  Statement  prompt  notice of the
withdrawal of any such order.


                                       8
<PAGE>

     (iv) If reasonably  requested by any Notice Holder or the Underwriters,  if
any,  reflect  promptly  as  reasonably  practicable  in the Shelf  Registration
Statement,  the  Prospectus  or any  amendment  or  supplement  thereto (i) such
information provided in regard to the "Selling  Securityholder" section and (ii)
such other information as such Notice Holder or the Underwriters, if any, shall,
on the basis of an opinion of nationally-recognized  counsel experienced in such
matters,  determine to be required to be included therein by applicable law, and
make any required filings of the Shelf Registration Statement, the Prospectus or
any  amendment or  supplement  thereto;  provided  that the Company shall not be
required to take any actions  under this Section  4(b)(iv)  that are not, in the
reasonable  opinion of counsel for the Company,  in compliance  with  applicable
law. A Notice Holder or Underwriter,  if any, shall be deemed to have reasonably
objected to such filing if the Shelf Registration  Statement,  Prospectus or any
amendment or supplement thereto, as applicable, as so filed, contains a material
misstatement  or omission  (other  than such  misstatement  or omission  made in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by or on behalf of such Notice Holder or Underwriter).

     (v) Make  available  at  reasonable  times for  inspection  by the  selling
Holders, any underwriter participating in any distribution pursuant to the Shelf
Registration Statement,  and any attorney or accountant retained by such selling
Holders or any of the underwriter(s), all financial and other records, pertinent
corporate  documents  and  properties  of the  Company  as shall  be  reasonably
necessary   to  enable   them  to  exercise   any   applicable   due   diligence
responsibilities,  and cause the  Company's  officers,  directors,  managers and
employees  to supply all  information  reasonably  requested by any such selling
Holders,  underwriter,  attorney  or  accountant  in  connection  with the Shelf
Registration  Statement  after the filing thereof and before its  effectiveness,
provided,   however,   that  any  information   designated  by  the  Company  as
confidential  at the  time  of  delivery  of  such  information  shall  be  kept
confidential by the recipient thereof.

     (vi) If requested  by any selling  Holders or the  Underwriter(s),  if any,
promptly incorporate in the Shelf Registration Statement or Prospectus, pursuant
to a supplement or  post-effective  amendment if necessary,  such information as
such selling Holders and Underwriter(s),  if any, may reasonably request to have
included therein, including, without limitation: (1) information relating to the
"Plan of Distribution" of the Transfer  Restricted  Securities,  (2) information
with  respect  to the  principal  amount  of Notes or number of shares of Common
Stock  being sold to such  underwriter(s),  (3) the  purchase  price  being paid
therefor  and (4) any other  terms of the  offering of the  Transfer  Restricted
Securities to be sold in such  offering;  and make all required  filings of such
Prospectus  supplement  or  post-effective   amendment  as  soon  as  reasonably
practicable  after the Company is notified of the matters to be  incorporated in
such Prospectus supplement or post-effective amendment.



                                       9
<PAGE>

     (ix) Furnish to each selling Holder and each of the Underwriter(s), if any,
without charge, at least one copy of the Shelf Registration  Statement, as first
filed with the  Commission,  and of each  amendment  thereto (and any  documents
incorporated by reference therein or exhibits thereto (or exhibits  incorporated
in such exhibits by reference) as such Person may request).

     (vii)  Deliver to each selling  Holder and each of the  Underwriter(s),  if
any,  without  charge,  as  many  copies  of  the  Prospectus   (including  each
preliminary  prospectus) and any amendment or supplement thereto as such Persons
reasonably may request;  subject to any notice by the Company in accordance with
this Section 4(b) of the existence of any fact or event of the kind described in
Section  4(b)(iii)(D),  the Company hereby consents to the use of the Prospectus
and any amendment or supplement  thereto by each of the selling Holders and each
of the  underwriter(s),  if any, in connection with the offering and the sale of
the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto.

     (ix) In the case of an Underwritten Offering, the Company shall:

                           (A) upon request, furnish to each selling Holder and
                  each Underwriter, if any, in such substance and scope as they
                  may reasonably request and as are customarily made by issuers
                  to underwriters in primary underwritten offerings for selling
                  security holders, upon the date of closing of any sale of
                  Transfer Restricted Securities in an Underwritten
                  Registration:

     (1) a  certificate,  dated  the date of such  closing,  signed by the Chief
Financial Officer of the Company confirming,  as of the date thereof, matters of
the type set forth in  Section  5(g) of the  Purchase  Agreement  and such other
matters as such parties may reasonably request;

     (2)  opinions,  each  dated the date of such  closing,  of  counsel  to the
Company  covering  such of the  matters  as are  customarily  covered  in  legal
opinions  to  underwriters  in  connection   with   underwritten   offerings  of
securities; and

     (3) customary  comfort  letters,  dated the date of such closing,  from the
Company's independent  accountants in the customary form and covering matters of
the type  customarily  covered in comfort  letters to underwriters in connection
with underwritten offerings of securities;

                           (B) deliver such other documents and certificates as
                  may be reasonably requested by such parties to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the selling Holders pursuant to this
                  clause (ix).


                                       10
<PAGE>

     (x) Before any public offering of Transfer Restricted Securities, cooperate
with the selling  Holders,  the  Underwriter(s),  if any,  and their  respective
counsel in connection with the  registration  and  qualification of the Transfer
Restricted   Securities   under  the   securities  or  Blue  Sky  laws  of  such
jurisdictions in the United States as the selling Holders or Underwriter(s),  if
any, may  reasonably  request in writing and do any and all other acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Transfer  Restricted  Securities  covered by the Shelf  Registration  Statement;
provided  that the Company will not be required to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process or to taxation in any such jurisdiction
where it is not then so subject.

     (xi) Cooperate with the selling Holders and the Underwriter(s),  if any, to
facilitate  the timely  preparation  and delivery of  certificates  representing
Transfer  Restricted  Securities  to be sold  and not  bearing  any  restrictive
legends  (unless  required  by  applicable  securities  laws);  and enable  such
Transfer  Restricted  Securities to be in such  denominations  and registered in
such names as the selling Holders or the Underwriter(s),  if any, may request at
least two Business Days before any sale of Transfer  Restricted  Securities made
by such underwriter(s).

     (xii) Use its  reasonable  best  efforts to cause the  Transfer  Restricted
Securities covered by the Shelf Registration  Statement to be registered with or
approved  by such other U.S.  governmental  agencies  or  authorities  as may be
necessary to enable the seller or sellers thereof or the Underwriter(s), if any,
to consummate the disposition of such Transfer Restricted Securities.

     (xiii)  Provide CUSIP numbers for all Transfer  Restricted  Securities  not
later than the effective  date of the Shelf  Registration  Statement and provide
the Trustee under the Indenture  with  certificates  for the Notes that are in a
form eligible for deposit with The Depository Trust Company.

     (xiv) Cooperate and assist in any filings required to be made with the NASD
and in the  performance of any due diligence  investigation  by any  Underwriter
that is required to be retained in accordance  with the rules and regulations of
the NASD.

     (xv)  Otherwise  use  its  reasonable  best  efforts  to  comply  with  all
applicable   rules  and   regulations   of  the  Commission  and  all  reporting
requirements under the Exchange Act.

     (xvi) Cause the Indenture to be qualified  under the TIA not later than the
effective date of the Shelf  Registration  Statement required by this Agreement,
and,  in  connection  therewith,  cooperate  with the Trustee and the holders of
Notes to effect  such  changes  to the  Indenture  as may be  required  for such
Indenture  to be so  qualified  in  accordance  with the  terms of the TIA;  and
execute and use its reasonable  best efforts to cause the Trustee  thereunder to
execute all documents  that may be required to effect such changes and all other
forms and  documents  required  to be filed with the  Commission  to enable such
Indenture to be so qualified in a timely manner.

     (xvii) Cause all shares of Common Stock  covered by the Shelf  Registration
Statement  to be  listed  or  quoted,  as the  case may be,  on each  securities
exchange or automated quotation system on which similar securities issued by the
Company are then listed or quoted.

     (xviii) If requested by the  Underwriter(s),  make appropriate  officers of
the Company  available  to the  Underwriter(s)  for  meetings  with  prospective
purchasers  of the  Transfer  Restricted  Securities  and prepare and present to
potential  investors  customary  "road show" or marketing  materials in a manner
consistent with other new issuances of other securities  similar to the Transfer
Restricted Securities.

     (c) Each Holder agrees by  acquisition  of a Transfer  Restricted  Security
that,  upon receipt of any notice from the Company of the  existence of any fact
of the kind described in Section 4(b)(iii)(D) hereof, such Holder will, and will
use its reasonable best efforts to cause any  underwriter(s)  in an Underwritten
Offering to, forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the Shelf Registration Statement until:

     (i)  such  Holder  has  received  copies  of the  supplemented  or  amended
Prospectus contemplated by Section 4(b)(i) and 4(b)(viii) hereof; or

     (ii) such Holder is advised in writing by the  Company  that the use of the
Prospectus  may be  resumed,  and  has  received  copies  of any  additional  or
supplemental filings that are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.

     (5)  Registration   Expenses.   All  expenses  incident  to  the  Company's
performance of or compliance  with this Agreement  shall be borne by the Company
regardless  of  whether  a  Shelf  Registration   Statement  becomes  effective,
including, without limitation:

     (i) all registration and filing fees and expenses  (including  filings made
by any Initial Purchasers or Holders with the NASD);

     (ii) all fees and expenses of compliance with federal  securities and state
Blue Sky or securities laws;

     (iii) all  expenses of printing  (including  printing of  Prospectuses  and
certificates for the Common Stock to be issued upon conversion of the Notes) and
the Company's expenses for messenger and delivery services and telephone;


                                       11
<PAGE>

     (iv) all fees and  disbursements  of counsel to the Company and, subject to
Section 5(b) below, the Holders of Transfer Restricted Securities;

     (v)  all  application  and  filing  fees in  connection  with  listing  (or
authorizing for quotation) the Common Stock on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and

     (vi) all fees and disbursements of independent certified public accountants
of the Company  (including the expenses of any special audit and comfort letters
required by or incident to such performance).

                  The Company shall bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal, accounting or other duties), the expenses of any annual audit
and the fees and expenses of any Person, including special experts, retained by
the Company.

     (b) In connection with the Shelf  Registration  Statement  required by this
Agreement,  including  any  amendment  or  supplement  thereto,  and  any  other
documents  delivered to any Holders,  the Company  shall  reimburse  the Initial
Purchasers and the Holders of Transfer  Restricted  Securities  being registered
pursuant to the Shelf Registration Statement, as applicable,  for the reasonable
fees and disbursements of not more than one counsel,  which shall be chosen by a
Majority of Holders for whose benefit the Shelf Registration  Statement is being
prepared.

     6. Indemnification and Contribution.

     (a) The Company shall  indemnify and hold harmless each Holder named in the
Shelf  Registration  Statement or any  Prospectus,  including  any  amendment or
supplement  thereto,  filed pursuant to this Agreement,  such Holder's officers,
directors,  partners and  employees  and each person,  if any, who controls such
Holder within the meaning of the Securities Act (each, an "Indemnified Holder"),
from and against any loss, claim, damage or liability,  joint or several, or any
action in respect  thereof  (including,  but not  limited  to, any loss,  claim,
damage,  liability  or action  relating  to resales of the  Transfer  Restricted
Securities),  to which such Indemnified Holder may become subject, under the Act
or  otherwise,  insofar as any such loss,  claim,  damage,  liability  or action
arises out of, or is based upon:

     (i) any untrue  statement or alleged  untrue  statement of a material  fact
contained in (A) the Shelf Registration Statement or Prospectus or any amendment
or supplement  thereto in which the Indemnified Holder is named, or (B) any blue
sky  application  or other  document  or any  amendment  or  supplement  thereto
prepared or executed by the Company (or based upon written information furnished
by or on behalf of the Company expressly for use in such blue sky application or
other   document  or  amendment  or  supplement)   filed  in  any   jurisdiction
specifically for the purpose of qualifying any or all of the Transfer Restricted
Securities  under the  securities law of any state or other  jurisdiction  (such
application or document being hereinafter called a "Blue Sky  Application"),  or
(C) in any written  materials or  information  provided to investors by, or with
the approval of, the Company in connection with the marketing of the offering of
the  Transfer  Restricted  Securities  ("Marketing  Materials"),  including  any
roadshow or investor  presentations made to investors by the Company (whether in
person or electronically); or


                                       12
<PAGE>

     (ii) the omission or alleged  omission to state  therein any material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading,

and shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in the Shelf Registration Statement or Prospectus or
amendment or supplement thereto or in any Blue Sky Application or Marketing
Materials in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Indemnified Holder specifically for
inclusion therein; provided, further, that as to any Prospectus or any amendment
or supplement thereto, this indemnity agreement shall not inure to the benefit
of any Indemnified Holder on account of any loss, claim, damage, liability or
action arising from the sale of Transfer Restricted Securities to any person by
that Indemnified Holder if that Indemnified Holder failed to send or give a copy
of the Prospectus or any amendment or supplement thereto, to that person, and
the untrue statement or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact in such Prospectus or any amendment
or supplement thereto was corrected in the Prospectus or any amendment or
supplement thereto, unless such failure resulted from non-compliance by the
Company with Section 4(b)(viii); provided, further, that the indemnity agreement
contained in this Section 5(a) shall not inure to the benefit of any Holder to
the extent that any loss, claim, damage, liability or action results from the
use by such Holder of a prospectus otherwise than connection with an offer or
sale of Notes. Each Holder acknowledges that the indemnity agreement in this
subsection (a) does not extend to any liability which such holder might have
under Section 5(b) of the Securities Act by reason of the fact that such Holder
sold Notes or Common Shares to a person to whom there was not sent or given, at
or prior to written confirmation of such sale, a copy of the prospectus. The
foregoing indemnity agreement is in addition to any liability which the Company
may otherwise have to any Indemnified Holder.

     (b) Each  Holder,  severally  and not  jointly,  shall  indemnify  and hold
harmless,  the Company,  its officers and directors and each person, if any, who
controls the Company within the meaning of the Securities  Act, from and against
any loss, claim, damage or liability, joint or several, or any action in respect
thereof,  to which the Company or any such  director,  officer,  or  controlling
person may become subject,  insofar as any such loss, claim, damage or liability
or action arises out of, or is based upon:

     (i) any untrue  statement or alleged untrue  statement of any material fact
contained in the Shelf Registration  Statement or Prospectus or any amendment or
supplement thereto, or in any Blue Sky Application or Marketing Materials; or


                                       13
<PAGE>

     (ii) the  omission or the alleged  omission to state  therein any  material
fact necessary to make the statements therein not misleading,

but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder (or its related Indemnified Holder), and shall reimburse the Company
and any such officer or controlling person promptly upon demand for any legal or
other expenses reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or defending or preparing
to defend against any such loss, claim, damage, liability or action as such
expenses are incurred. The foregoing indemnity agreement is in addition to any
liability which any Holder may otherwise have to the Company and any such
director, officer or controlling person.

     (c) Promptly after receipt by an indemnified  party under this Section 6 of
notice of any claim or the  commencement of any action,  the  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  the  indemnifying
party  under this  Section 6,  notify the  indemnifying  party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the  indemnifying  party shall not relieve it from any liability which it
may have  under  this  Section  6 except to the  extent  it has been  materially
prejudiced (including,  without limitation, the forfeiture of substantial rights
and defenses) by such failure and, provided, further, that the failure to notify
the indemnifying party shall not relieve it from any liability which it may have
to an indemnified  party  otherwise than under this Section 6. If any such claim
or action shall be brought against an indemnified party, and it shall notify the
indemnifying  party  thereof,  the  indemnifying  party  shall  be  entitled  to
participate  therein  and, to the extent that it wishes,  jointly with any other
similarly  notified  indemnifying  party,  to assume the  defense  thereof  with
counsel   satisfactory  to  the  indemnified   party.   After  notice  from  the
indemnifying  party to the  indemnified  party of its  election  to  assume  the
defense of such claim or action,  the indemnifying  party shall not be liable to
the  indemnified  party  under  this  Section 6 for any legal or other  expenses
subsequently  incurred by the  indemnified  party in connection with the defense
thereof other than reasonable costs of investigation;  provided, however, that a
Majority of Holders shall have the right to employ separate counsel to represent
jointly  a  Majority  of  Holders  and  their  respective  officers,  directors,
partners,  employees  and  controlling  persons who may be subject to  liability
arising  out of any  claim in  respect  of which  indemnity  may be  sought by a
Majority  of Holders  against  the  Company  under  this  Section 6, if, (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying  party, (ii) the indemnifying party shall have failed to assume
the  defense of such action or employ  counsel  reasonably  satisfactory  to the
indemnified  party or (iii) the named parties to any such action  (including any
impleaded  parties)  include  both the  indemnified  party and the  indemnifying
party,  and the  indemnified  party shall have been advised by such counsel that
there may be one or more legal defenses  available to it that are different from
or additional to those  available to the  indemnifying  party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party), and in any such event the fees and expenses
of such separate  counsel shall be paid by the Company.  It is understood  that,
other than as  described  in the last  proviso of the  preceding  sentence,  the
indemnifying  party or parties shall not, in connection  with any  proceeding or
related proceeding in the same jurisdiction,  be liable for the reasonable fees,
disbursements  and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. No indemnifying party shall:


                                       14
<PAGE>

     (i) without the prior written  consent of the  indemnified  parties  (which
consent shall not be  unreasonably  withheld or delayed) settle or compromise or
consent to the entry of any judgment  with respect to any pending or  threatened
claim,  action,  suit or  proceeding  in  respect  of which  indemnification  or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or  potential  parties to such claim or action)  unless such  settlement,
compromise  or consent  includes an  unconditional  release of each  indemnified
party from all liability arising out of such claim,  action,  suit or proceeding
and does not contain any statement as to or admission of fault, culpability or a
failure to act by or on behalf of any indemnified party, or

     (ii) be liable for any settlement of any such action  effected  without its
written  consent  (which  consent shall not be  unreasonably  withheld),  but if
settled  with a written  consent  from the  indemnifying  party or if there be a
final  judgment for the  plaintiff in any such action,  the  indemnifying  party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement.

     (d) If the  indemnification  provided  for in this  Section 6 shall for any
reason be unavailable  or  insufficient  to hold harmless an  indemnified  party
under Section 6(a) or 6(b) in respect of any loss,  claim,  damage or liability,
or action in respect  thereof,  referred to  therein,  each  indemnifying  party
shall, in lieu of indemnifying such indemnified party,  contribute to the amount
paid or  payable  by such  indemnified  party as a result of such  loss,  claim,
damage or liability, or action in respect thereof:

     (i) in such  proportion  as shall be  appropriate  to reflect the  relative
benefits  received by the Company  from the  offering  and sale of the  Transfer
Restricted  Securities  on the one hand and a Holder with respect to the sale by
such Holder of the Transfer Restricted Securities on the other, or

     (ii) if the  allocation  provided by clause  (6)(d)(i) is not  permitted by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits  referred to in clause 6(d)(i) but also the relative fault of
the  Company on the one hand and the  Holders  on the other with  respect to the
statements or omissions or alleged statements or alleged omissions that resulted
in such loss, claim, damage or liability (or action in respect thereof), as well
as any other relevant equitable considerations.


                                       15
<PAGE>

The relative benefits received by the Company on the one hand and a Holder on
the other with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Notes
purchased under the Purchase Agreement (before deducting expenses) received by
the Company on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Transfer Restricted Securities on the other. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Holders, the intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and each Holder agree that it would not be just and equitable if the
amount of contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 6(d) shall be
deemed to include, for purposes of this Section 6(d), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no Holder shall be required to contribute any
amount in excess of the amount by which the total price at which the Transfer
Restricted Securities purchased by it were resold exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute as provided in this Section 6(d) are several and not joint.

     7. Underwritten Registrations.

     (a) No Holder may participate in any  Underwritten  Registration  hereunder
unless such Holder:

     (i) agrees to sell such  Holder's  Transfer  Restricted  Securities  on the
basis provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements;

     (ii)  completes  and  executes  all  reasonable  questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements,  lock-up  letters  and  other
documents required under the terms of such underwriting arrangements; and

     (iii) shall be responsible for all  underwriting  commissions and discounts
in connection therewith.

     (b) Notwithstanding anything to the contrary provided in this Agreement, no
underwritten offering shall take place without the consent of the Company.

     8. Miscellaneous.

     (a) Actions Affecting  Transfer  Restricted  Securities.  The Company shall
not,  directly  or  indirectly,  take any action  with  respect to the  Transfer
Restricted  Securities as a class that would adversely affect the ability of the
Holders of Transfer  Restricted  Securities to include such Transfer  Restricted
Securities in a registration undertaken pursuant to this Agreement.

     (b) No Inconsistent Agreements.  The Company will not, on or after the date
of this Agreement,  enter into any agreement with respect to its securities that
is  inconsistent  with the rights  granted to the Holders in this  Agreement  or
otherwise  conflicts with the provisions hereof. In addition,  the Company shall
not grant to any of its  security  holders  (other  than the Holders of Transfer
Restricted  Securities  in  such  capacity)  the  right  to  include  any of its
securities in the Shelf  Registration  Statement  provided for in this Agreement
other than the Transfer  Restricted  Securities.  The Company has not previously
entered into any agreement (which has not expired or been  terminated)  granting
any  registration  rights with  respect to its  securities  to any Person  which
rights conflict with the provisions hereof.


                                       16
<PAGE>

     (c) Amendments and Waivers. This Agreement may not be amended,  modified or
supplemented,  and  waivers or  consents to or  departures  from the  provisions
hereof may not be given,  unless the Company has obtained the written consent of
a Majority of Holders or such greater  percentage  of the Holders as required by
the Indenture. Notwithstanding the foregoing, a waiver or consent to depart from
the  provisions  of  this  Agreement  with  respect  to a  matter  that  relates
exclusively to the rights of Holders whose Notes or Common Shares are being sold
pursuant to the Shelf  Registration  Statement  and thereby does not directly or
indirectly  affect the  rights of other  Holders  may be given by a Majority  of
Holders of the Transfer Restricted  Securities being sold pursuant to such Shelf
Registration Statement.

     (d) Notices. All notices and other communications provided for or permitted
hereunder  shall  be  made  in  writing  by   hand-delivery,   first-class  mail
(registered  or  certified,   return  receipt   requested),   telex,   facsimile
transmission, or air courier guaranteeing overnight delivery:

     (i) if to a  Holder,  at the  address  set  forth  on  the  records  of the
registrar  under the Indenture or the transfer agent of the Common Stock, as the
case may be; and

     (ii)                           if to the Company:

                                    Member Works Incorporated
                                    680 Washington Boulevard
                                    Stamford, CT 06901
                                    Attention:  George W.M. Thomas
                                    Fax: (203) 674-7026
                                    Telephone: (203) 674-7069

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

     (e)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without  limitation and without the need for an express  assignment,  subsequent
Holders of Transfer  Restricted  Securities;  provided,  however,  that (i) this
Agreement  shall not inure to the benefit of or be binding  upon a successor  or
assign of a Holder  unless and to the extent such  successor or assign  acquired
Transfer  Restricted  Securities  from such  Holder and (ii)  nothing  contained
herein shall be deemed to permit any assignment,  transfer or other  disposition
of Transfer  Restricted  Securities  in  violation  of the terms of the Purchase
Agreement  or the  Indenture.  If any  transferee  of any Holder  shall  acquire
Transfer Restricted  Securities,  in any manner,  whether by operation of law or
otherwise,  such Transfer Restricted  Securities shall be held subject to all of
the terms of this Agreement,  and by taking and holding such Transfer Restricted
Securities such person shall be  conclusively  deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement.


                                       17
<PAGE>

     (f)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     (g) Securities Held by the Company or Its Affiliates.  Whenever the consent
or  approval  of  Holders  of a  specified  percentage  of  Transfer  Restricted
Securities is required  hereunder,  Transfer  Restricted  Securities held by the
Company  or its  Affiliates  shall not be counted in  determining  whether  such
consent or approval was given by the Holders of such required percentage.

     (h)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i) Governing  Law. This  Agreement  shall be governed by, and construed in
accordance with, the law of the State of New York.

     (j) Severability. If any one or more of the provisions contained herein, or
the  application  thereof  in any  circumstance,  is held  invalid,  illegal  or
unenforceable,  the validity,  legality and enforceability of any such provision
in every other respect and of the remaining  provisions  contained  herein shall
not be affected or impaired thereby.

     (k) Entire Agreement.  This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  There are no  restrictions,  promises,
warranties  or  undertakings,  other than those set forth or  referred to herein
with respect to the  registration  rights granted by the Company with respect to
the  Transfer  Restricted  Securities.   This  Agreement  supersedes  all  prior
agreements and  understandings  between the parties with respect to such subject
matter.



                                       18
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                       MEMBERWORKS INCORPORATED



                       By /s/ James Duffy
                          -------------------
                           Name:  James Duffy
                           Title: Executive Vice President and CFO



                       LEHMAN BROTHERS INC.
                       CIBC WORLD MARKETS CORP.


                       BY:  LEHMAN BROTHERS INC.

                       By  /s/ Arlene Salmonson
                           -------------------------
                           Authorized Representative



                                       19