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                                                                   EXHIBIT 10.46


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment to Employment Agreement (this "Amendment") dated and
effective as of JANUARY 13, 2000, by and between Precision Response Corporation,
a corporation organized and existing under the laws of the State of Florida
(hereinafter referred to as "Employer"), and Michael Miller hereinafter referred
to as ("Employee").

                               W I T N E S S E T H

         WHEREAS, Employer currently employs Employee pursuant to an Employment
Agreement dated April 14, 1999 by and between Employer and Employee; and

         WHEREAS, Employer and Employee desire to amend the Employment Agreement
as set forth herein.

         NOW THEREFORE, the parties agree that the Employment Agreement shall be
amended as of and after the date hereof as follows:

         Section 9 is hereby amended by the addition of the following
Subsection F:

         F.       EXCISE TAX TREATMENT. If any of the payments or benefits to be
                  received by Employee in connection with a Change in Control
                  (as defined in Subsection 9E.) pursuant to the terms of this
                  agreement or any other plan, arrangement or agreement (such
                  payments or benefits the "Total Payments") will be subject to
                  any excise tax imposed by Section 4999 of the Internal Revenue
                  of 1986, as amended (the "Code"), then, after taking into
                  account any reduction in the Total Payments provided by
                  Section 280G of the Code in such other plan, arrangement or
                  agreement, the payments made pursuant to Subsection 9E. of
                  this Employment Agreement shall be reduced to the extent
                  necessary so that no portion of the Total Payments is subject
                  to the excise tax but only if (i) the net amount of such Total
                  Payments, as so reduced (and after subtracting the net amount
                  of federal, state and local income taxes on such reduced Total
                  Payments) is greater than or equal to (ii) the net amount of
                  such Total Payments without such reduction (but after
                  subtracting the net amount of federal, state and local income
                  taxes on such Total Payments and the amount of excise tax to
                  which the Employee would be subject in respect of such
                  unreduced Total Payments).






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         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed as of the day and year first above written.

                              PRECISION RESPONSE CORPORATION


                           BY:  /s/  RICHARD D. MONDRE
                                ---------------------------------------
                                Exec. Vice Pres.

                                /s/ MICHAEL MILLER
                                ---------------------------------------
                                    Michael Miller


































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