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                                                                   EXHIBIT 10.31



                 FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

         THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "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 a Bank and as an Agent under that certain
Credit Agreement dated March 2, 1998 ("NationsBank").

                              W I T N E S S E T H:

         WHEREAS, that certain Revolving Credit Agreement (the "Credit
Agreement") was executed as of March 2, 1998 by Borrower and NationsBank; and

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

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

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

         1.       COMMITMENT AMOUNT.

                  (a) The Amount of Commitment by NationsBank is hereby
increased to Thirty Five Million and No/100 Dollars ($35,000,000.00) for the
period of time between the date of this Amendment and February 29, 2000, subject
to compliance by Borrower with all terms and conditions of the Credit Agreement
and subject to the Borrowing Base limitations as to available advances under the
Loan.

                  (b) Subject to satisfactory completion of the audit referenced
in paragraph 1(c) below , the Amount of Commitment by NationsBank will be
increased to Fifty Million and No/100 Dollars ($50,000,000.00) for the period of
time between March 1, 2000 and June 30, 2000, subject to compliance by Borrower
with all terms and conditions of the Credit Agreement and subject to the
Borrowing Base limitations as to available advances under the Loan. Effective as
of July 1, 2000, the Amount of Commitment by NationsBank shall revert to Twenty-
Five Million and No/100 Dollars ($25,000,000.00).

                  (c) NationsBank shall conduct an audit of the Borrower's books
and records and business operations within forty-five (45) days from the date of
this Amendment. The increase of the Commitment to Fifty Million and No/100
Dollars ($50,000,000.00) for the period of time between March 1, 2000 and June
30, 2000 is contingent upon NationsBank being satisfied with the results of the
audit in the sole discretion NationsBank. In the event that the audit is not
completed by March 1, 2000, or if NationsBank is not satisfied with the results
of



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the audit, the Amount of Commitment by NationsBank shall revert to Twenty-Five
Million and No/100 Dollars ($25,000,000.00) as of March 1, 2000.

         2.       DEFINITIONS.

                  (a) The definition of "Commitment Fee Rate" in Section 1.01 is
hereby modified in its entirety to read as follows:

                                    "COMMITMENT FEE RATE" means the percent per
                  annum set forth below, which shall be based as specified below
                  upon the ratio of Funded Debt as of the last day of the fiscal
                  quarter of the Borrower most recently ended to EBITDA for the
                  Four-Quarter Period most recently ended:

<TABLE>
<CAPTION>
                           Ratio of Funded Debt
                           to EBITDA                                            Commitment Fee Rate
                           --------------------                                 -------------------
<S>                                                                             <C>
                           (i)      Less than or equal to 1.00 to 1.0                   .25%

                           (ii)     Greater than 1.00 to 1.0                            .375%
</TABLE>

                                    The Commitment Fee Rate shall be established
                  for each fiscal quarter of the Borrower based upon the
                  foregoing ratio at the end of the immediately preceding fiscal
                  quarter of the Borrower (the "Determination Date"). Each such
                  ratio shall be determined based upon the computations set
                  forth in the certificate furnished to the Agent pursuant to
                  ss.7.01(a), subject to review and approval of such
                  computations by the Agent. If the Borrower shall fail to
                  deliver any such certificate within the time period required
                  by ss.7.01(a) with respect to a particular quarter, the
                  Commitment Fee Rate for such quarter shall be .375% per annum.
                  Nothing herein shall be construed to permit the Borrower to
                  permit the ratio of Funded Debt to EBITDA to exceed 2.50 to
                  1.0 or to bar the Agent and the Banks from treating its doing
                  so as an Event of Default or charging interest at the
                  Post-Default Rate as provided in ss. 2.05(b) hereof.

         3. The definition of "Credit Termination Date" in Section 1.01 is
hereby modified in its entirety to read as follows:

                           "CREDIT TERMINATION DATE" means the earlier of (i)
                           June 30, 2001 and (ii) the date of termination in
                           whole of the Banks' Commitments pursuant to ss.8.02.



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         4. NEGATIVE COVENANTS. Section 6.04 is hereby modified in its entirety
to read as follows:

                           6.04 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.

         5. FACILITY FEE. Borrower shall pay to NationsBank the amount of Two
Hundred Thousand Dollars ($200,000.00) as a fee for the Credit Agreement
modification, to be paid upon the closing of this Amendment.

         6. ADDITIONAL FEE. Borrower agrees to pay to Bank an additional fee in
the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on July 1, 2000,
in the event that USA Networks, Inc. has not completed its acquisition of
Borrower by June 30, 2000.

         7. REAFFIRMATION. Except as expressly modified herein, the Credit
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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