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                                                                   EXHIBIT 10.39




                   FOURTH AMENDMENT TO MORTGAGE LOAN AGREEMENT

         THIS FOURTH AMENDMENT TO MORTGAGE LOAN AGREEMENT (the "Fourth
Amendment") is entered into effective as of December 31, 1999 by PRECISION
RESPONSE CORPORATION (as "Borrower"), and BANK OF AMERICA, N.A., d/b/a
NATIONSBANK, N.A., successor to NATIONSBANK, N.A., as Bank under that certain
Mortgage Loan Agreement dated May 29, 1998 ("NationsBank").

                              W I T N E S S E T H:

         WHEREAS, that certain Mortgage Loan Agreement (the "Mortgage Loan
Agreement") was executed as of May 29, 1998 by Borrower and NationsBank; and

         WHEREAS, the Mortgage Loan Agreement was modified by First Amendment
dated as of June 30, 1998 and by Second Amendment dated September 30, 1998 and
by Third Amendment dated June 30, 1999; and

         WHEREAS, the parties desire to further modify the Mortgage Loan
Agreement as set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties do hereby modify the Mortgage Loan
Agreement as follows:

         1. NEGATIVE COVENANTS. Section 5.04 is hereby modified in its entirety
to read as follows:

                  5.04 CAPITAL EXPENDITURES. Make or become committed to make
                  Capital Expenditures which exceed in the aggregate (on a
                  noncumulative basis, with the effect that amounts not expended
                  in any Fiscal Year may not be carried forward to a subsequent
                  period) Forty Million Dollars ($40,000,000) in any Fiscal
                  Year.

         2. LOAN HOLDBACK. Section 2.02 as previously modified by the Third
Amendment is hereby modified in its entirety to read as follows:

                  2.02 LOAN HOLDBACK. The amount of One Million One Hundred
                  Twenty Thousand Dollars ($1,120,000.00) shall not be disbursed
                  to Borrower at Closing, and shall constitute the "Interior
                  Improvement Holdback". The Interior Improvement Holdback shall
                  be disbursed to Borrower upon the substantial completion by
                  Borrower of the interior improvements to the Mortgaged
                  Property in a lien free manner to the satisfaction of Bank.
                  The Borrower agrees to substantially complete the interior
                  improvements not later than March 2, 2000. The interior
                  improvements shall be deemed to be substantially completed at
                  such time as (a) Borrower has obtained a Certificate of
                  Occupancy or Completion for the premises and improvements, and
                  (b) Borrower has obtained a contractor's final lien release
                  from all contractors who have worked on the interior
                  improvements, and (c) Bank's inspector (I.E., an inspector
                  designated by Bank) has inspected the interior improvements
                  and has verified to Bank that the interior improvements have
                  been



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                  substantially completed and (d) Borrower has furnished to Bank
                  an updated endorsement to the title policy insuring the
                  Mortgage confirming the absence of liens on the Mortgaged
                  Property. In the event that Borrower fails to substantially
                  complete the interior improvements in accordance with this
                  Section 2.02 on or before March 2, 2000, then Bank shall not
                  be obligated to advance the Interior Improvement Holdback and
                  at the option of Bank the amount of the Loan shall be deemed
                  reduced by the amount of the Interior Improvement Holdback.
                  The failure of Borrower to substantially complete the interior
                  improvements on or before March 2, 2000 in accordance with
                  this Section 2.02 shall not be deemed to constitute a Default
                  under this Agreement and the only consequence of such failure
                  shall be a reduction in the amount of the Loan, but the
                  foregoing shall not be deemed to permit any construction liens
                  to attach to the Mortgaged Property. The Interior Construction
                  Holdback shall not be deemed an advance of funds to the
                  Borrower and shall not bear interest unless and until such
                  funds are advanced to Borrower.

         3. REAFFIRMATION. Except as expressly modified herein, the Mortgage
Loan Agreement, as previously amended, is hereby reaffirmed in its entirety.

                                  PRECISION  RESPONSE  CORPORATION,
                                  AS THE BORROWER

                                  By: /s/ JOSEPH E. GILLIS
                                      --------------------------------------
                                  Name:  JOSEPH E. GILLIS
                                  Title: VP & TREASURER

                                  BANK OF AMERICA, N.A., D/B/A
                                  NATIONSBANK, N.A., SUCCESSOR TO
                                  NATIONSBANK, N.A., AS AGENT AND AS A BANK
                                  UNDER THE CREDIT AGREEMENT

                                  By: /s/ GUILLERMO G. CASTILLO
                                      --------------------------------------
                                  Name:   GUILLERMO G. CASTILLO
                                  Title:  SENIOR VICE PRESIDENT



































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