Exhibit 10.13


                     FIFTH AMENDMENT TO THE CREDIT AGREEMENT


         This FIFTH AMENDMENT TO THE CREDIT AGREEMENT dated as of February 28,
2002 (this "Fifth Amendment") is among MEMBERWORKS INCORPORATED, a Delaware
corporation (the "Company"), the lenders parties hereto (each a "Lender" and
collectively the "Lenders") and BROWN BROTHERS HARRIMAN & CO., as agent for the
Lenders (in such capacity, the "Agent").


         PRELIMINARY STATEMENTS. The Company, the Lenders, and the Agent entered
into a Credit Agreement dated as of September 15, 1999, which Credit Agreement
was amended pursuant to that certain First Amendment to the Credit Agreement
dated as of February 25, 2000, that certain Second Amendment to the Credit
Agreement dated as of March 13, 2001, that Waiver and Third Amendment to the
Credit Agreement dated as of November 14, 2001 and that Fourth Amendment to the
Credit Agreement dated as of February 1, 2002 (as so amended, the "Existing
Credit Agreement").

         The Company has requested that the Agent and the Lenders, and the Agent
and the Lenders are willing to, among other things, extend the Final Maturity
Date to May 1, 2002 upon the terms and conditions presented herein.

         Accordingly, the Company, the Lenders and the Agent agree as follows:

         Section 1.1  Amendments to the Existing Credit Agreement. Effective as
of the date hereof and subject to the  satisfaction of the conditions  precedent
set forth in Section 1.2 hereof, the Existing Credit Agreement is hereby amended
as follows:

         (a) The definition of "Final Maturity Date" in Section 1.1 of the
Existing Credit Agreement is deleted in its entirety and replaced with the
following:

                           "Final Maturity Date" shall mean May 1, 2002 or such
                  later date as determined in accordance with Subsection 2.8;
                  provided however, notwithstanding anything to the contrary
                  herein, if the Final Maturity Date is extended in accordance
                  with Subsection 2.8, the "current Final Maturity Date" for
                  purposes of Subsection 2.8 shall be April 1, 2002 and the
                  Final Maturity Date shall be extended for an additional 364
                  days from April 1, 2002.

         Section 1.2  Conditions of Effectiveness.  This Fifth Amendment shall
become  effective  when,  and only when, the Agent and each of the Lenders shall
have received a counterpart of this Fifth Amendment  executed by the Company and
the Agent shall have additionally  received, in form and substance  satisfactory
to the Agent and the  Lenders,  all  corporate  and other  proceedings,  and all
documents,   instruments   and  other  legal  matters  in  connection  with  the
transactions  contemplated by this Fifth Amendment, as the Lenders and the Agent
may reasonably request, all in form and substance  satisfactory to the Agent and
its counsel which request the Lenders and Agent  acknowledge and agree, by their
execution hereof, has been satisfied in full.



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         Section 1.3   Representations and Warranties of the Company. The
Company represents as follows:

                 (a)  The representations and warranties contained in Section 5
of the  Existing  Credit  Agreement  are correct on and as of the date hereof as
though  made on and as of such date (or, if such  representation  or warranty is
expressly  stated to have been made as of a specific  date,  as of such specific
date);  provided however,  that Schedule 5.7 of the Existing Credit Agreement is
deleted in its entirety and restated in the form of Schedule 5.7 annexed hereto;

                 (b)  No Event of Default or Default has occurred and is
continuing  or would  result  from the  signing of this Fifth  Amendment  or the
transactions contemplated hereby;

                 (c)  There has been no material adverse change in the
financial condition,  operations,  Properties, business or business prospects of
the Company and its Subsidiaries, if any, since June 30, 2001.

                 (d)  The execution, delivery and performance by the Company of
this Fifth Amendment have been duly authorized by all necessary corporate action
and do not and will not (i) require any consent or approval of its shareholders;
(ii) violate any provisions of its articles of incorporation  or by-laws;  (iii)
violate  any  provision  of, or require  any  filing,  registration,  consent or
approval  under,  any  law,  rule,  regulation  (including  without  limitation,
Regulation U and X), order, writ, judgment, injunction, decree, determination or
award presently in effect having  applicability  to and binding upon the Company
or any  Subsidiary;  or (iv)  result in a breach of or  constitute  a default or
require any consent under any indenture or loan or credit agreement or any other
material  agreement,  lease or instrument to which the Company or any Subsidiary
is a party or by which it or its properties may be bound.

                 (e)  This Fifth Amendment and the Existing Credit Agreement, as
amended  hereby,  constitute  the legal,  valid and binding  obligations  of the
Company,  enforceable  against the Company in accordance  with their  respective
terms,  except to the extent that such  enforcement may be limited by applicable
bankruptcy,  insolvency  and other  similar  laws  affecting  creditors'  rights
generally and by general principles of equity.

                 (f)  No information, exhibit or report furnished in writing by
or on behalf of the  Company or any  officer or  director  of the Company to the
Lenders or the Agent in connection  with the  negotiation of, or pursuant to the
terms of, this Fifth Amendment contained when made any material  misstatement of
fact or  omitted  to state a  material  fact  necessary  to make the  statements
contained therein not misleading.

         Section 1.4  Reference to and Effect on the Credit Agreement.

                 (a)  Upon the effectiveness of this Fifth Amendment, on and
after the date hereof,  each  reference in the Credit  Agreement to "this Credit
Agreement", "this Agreement",  "hereunder",  "hereof", "herein" or words of like
import shall mean and be a reference to the Existing Credit Agreement as amended
hereby.


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                 (b)  Except as specifically amended and waived above, the
Existing  Credit  Agreement  shall remain in full force and effect and is hereby
ratified and confirmed.

                 (c)  The execution, delivery and effectiveness of this Fifth
Amendment  shall not  operate as a waiver of any  right,  power or remedy of the
Lenders  under the Existing  Credit  Agreement,  nor  constitute a waiver of any
provision of the Existing Credit Agreement.

         Section 1.5  Costs, Expenses and Taxes.  The Company agrees to pay on
demand  all  reasonable  costs  and  expenses  of the  Lenders  and the Agent in
connection with the preparation,  execution and delivery of this Fifth Amendment
and the other  instruments and documents to be delivered  hereunder,  including,
without  limitation,  the reasonable fees and out-of-pocket  expenses of counsel
for the Lenders with respect thereto and with respect to advising the Lenders as
to its rights and responsibilities  hereunder and thereunder.  In addition,  the
Company  shall pay any and all stamp and other taxes payable or determined to be
payable in connection  with the  execution and delivery of this Fifth  Amendment
and the other instruments and documents to be delivered hereunder, and agrees to
save the Lenders  harmless from and against any and all liabilities with respect
to or resulting from any delay in paying or omission to pay such taxes.

         Section 1.6  Execution in Counterparts. This Fifth Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.

         Section 1.7   Governing Law.  This Fifth Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.

         Section 1.8   Defined Terms. Capitalized terms used herein which are
not  expressly  defined  herein shall have the meanings  ascribed to them in the
Existing Credit Agreement.



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         IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.

                                    MEMBERWORKS INCORPORATED




                                    By:      /s/ James B. Duffy
                                      ------------------------------------------
                                    Name:  James B. Duffy
                                    Title: SVP and CFO


                                    BROWN BROTHERS HARRIMAN & CO., as Agent




                                    By:      /s/ John S. Neff
                                    --------------------------------------------
                                    Name: John S. Neff
                                    Title: Vice President


                                    BROWN BROTHERS HARRIMAN & CO., as Lender




                                    By:      /s/ John S. Neff
                                    --------------------------------------------
                                    Name:  John S. Neff
                                    Title: Vice President



                                    LASALLE BANK NATIONAL ASSOCIATION, as Lender



                                    By:      /s/ Meghan C. Blake
                                    --------------------------------------------
                                    Name:   Meghan C. Blake
                                    Title:  Vice President




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                                  SCHEDULE 5.7
                               MATERIAL LITIGATION

In January 2001, an action was instituted by plaintiff Brandy L. Ritt against
the Company and other defendants in the Court of Common Pleas in Cuyahoga
County, Ohio. The suit, which seeks unspecified monetary damages, alleges that
the Company and the other defendants violated various provisions of Ohio's
consumer protection laws in connection with the marketing of certain membership
programs offered by the Company. The plaintiff's motion to have the suit
certified as a class action was denied on February 6, 2002. The Company believes
that the claims asserted against it are unfounded and the Company will
vigorously defend its interests against this suit.

In March 2001, an action was instituted by plaintiff Teresa McClain against
Coverdell & Company ("Coverdell"), a wholly-owned subsidiary of the Company,
Monumental Life Insurance Company and other defendants in the United States
District Court for the Eastern District of Michigan, Southern Division. The
suit, which seeks unspecified monetary damages, alleges that Coverdell and the
other defendants violated the Michigan Consumer Protection Act and other
applicable Michigan laws in connection with the marketing of Monumental Life
Insurance Company insurance products. The complaint includes a claim that the
suit should be certified as a class action and the plaintiff has filed a motion
for class certification to which all of the defendants have filed opposing
papers regarding the same. The court has not ruled on the motion. The Company
believes that the claims asserted against Coverdell are unfounded and the
Company and Coverdell will vigorously defend their interests against this suit.

In June 2001, actions were instituted by plaintiffs Judith Jeselskis and Marcia
Walters against the Company and other defendants in Circuit Court of the Tenth
Judicial District, Highlands County Civil Division, Florida, and Circuit Court
of the Sixth Judicial Circuit, Pinellas County Civil Division, Florida,
respectively. The suits, which seek unspecified monetary damages, allege that
the Company and the other defendants violated the Florida Deceptive and Unfair
Trade Practices Act, in connection with the marketing of certain membership
programs offered by the Company. While the respective complaints include claims
that the suits should be certified as class actions, the plaintiffs have not
filed motions for class certification. The Company believes that the allegations
made in this lawsuit are unfounded and the Company will vigorously defend its
interests against the suits.

In July 2001, an action was instituted by Alan Stone against the Company and
other defendants in Superior Court of the State of California, County of Orange.
The suit, which seeks unspecified monetary damages, alleges that the Company and
the other defendants violated California business practices law. While the
complaint includes a claim that the suit should be certified as a class action,
the plaintiff has not filed a motion for class certification. The Company
believes that the allegations made in this lawsuit are unfounded and the Company
will vigorously defend its interests against this suit.





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