Exhibit 10.11


               WAIVER AND THIRD AMENDMENT TO THE CREDIT AGREEMENT


         This WAIVER AND THIRD AMENDMENT TO THE CREDIT AGREEMENT dated as of
November 14, 2001 (this "Third 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 AND WAIVER. 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 and that certain Second Amendment
to the Credit Agreement dated as of March 13, 2001 (as so amended, the "Existing
Credit Agreement").

         The Company has requested that the Agent and the Lenders consent to a
waiver of an Event of Default by the Company pursuant to Section 8.1(c) of the
Existing Credit Agreement due to the failure of compliance by the Company with
the provisions contained in Section 7.12 of the Existing Credit Agreement
(requiring a minimum Fixed Charge Coverage Ratio of 4.0 to 1) with respect to
the Company's Fixed Charge Coverage Ratio of 2.18 to 1 as of September, 2001
(the "Fixed Charge Coverage Violation"). The Agent and the Lenders hereby
consent to such waiver solely with respect to the Fixed Charge Coverage
Violation, provided that the Company agrees to and accepts the terms and
conditions presented in this Third Amendment. The Company has further requested
that the Lenders and the Agent, and the Lenders and the Agent are willing to,
amend the Existing Credit Agreement to reflect the revisions provided herein
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)  Section 2.1 of the Existing Credit Agreement is deleted in
its entirety and replaced with the following:

                  2.1    Loans

                  1. Loans . Each Lender severally agrees, on the terms and
subject to the conditions of this Agreement, from time to time during the period
from the Closing Date to but not including the Final Maturity Date, to make
Loans to the Company in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount of its Commitment, provided, that
(i) to the extent any Letters of Credit have been issued by the Issuing Lender
and remain outstanding, the Commitment of each Lender shall be reduced by such
Lender's Commitment Percentage of the aggregate principal amount of such
outstanding Letters of Credit, (ii) the sum of all outstanding Loans and Letters
of Credit immediately after the making of each Loan shall not exceed the Total
Commitment and (iii) at any time when the Company has not maintained a Fixed
Charge Coverage Ratio of 4.0 to 1 for each of the two (2) consecutive
immediately preceding fiscal quarters, the sum of all outstanding Loans and
Letters of Credit shall not exceed the total amount of cash and Eligible
Securities on deposit with the Agent. Within such limit, the Company may borrow,
prepay, repay and reborrow pursuant to this Subsection 2.1.


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                 (b)  Subparagraph (a) of Section 2.5 of the Existing Credit
Agreement is deleted in its entirety and replaced with the following:

                  The Company shall repay to the Agent for the account of the
Lenders the outstanding principal amount of each Lender's Loans on the Final
Maturity Date. In addition, if at any time the aggregate outstanding principal
amount of all Loans exceeds the Total Commitment or such other amounts set forth
in Section 2.1 hereof, then the Company shall immediately pay to the Agent for
the account of the Lenders the amount equal to such excess, together with
accrued interest thereon.

                 (c) Section 2.8 of the Existing Credit Agreement is deleted in
its entirety and replaced with the following:

            2.8  Extension of Final Maturity Date. So long as no Default exists,
the Final  Maturity Date shall  automatically  be extended for an additional 364
days from the then current Final  Maturity Date unless the Company or any Lender
provides  written  notice to the Agent no later than 30 days prior to such Final
Maturity Date that it does not agree to such extension;  provided  however,  the
final Maturity Date shall not be so extended more than three (3) times.

                 (d) Section 7.12 of the Existing Credit Agreement is deleted in
its entirety and replaced with the following:

                  Section 7.12 Fixed Charge Coverage Ratio. The Company will not
permit its Fixed Charge Coverage Ratio to be, as of the end of any Test Period,
less than the corresponding amount indicated below for such Test Period:
<TABLE>
<CAPTION>


                                         Minimum Permitted Fixed
Ending Date of Test Period               Charge Coverage Ratio
------------------------------           -----------------------
<S>                                         <C>
12/31/01                                     2.0 to 1
3/31/02                                      2.2 to 1
6/30/02                                      2.8 to 1
All Test Periods after 6/30/02               4.0 to 1
</TABLE>


         Section 1.2  Conditions of Effectiveness. This Third Amendment shall
become  effective  when,  and only when, the Agent and each of the Lenders shall
have received a counterpart of this Third Amendment  executed by the Company and
the Agent shall have additionally  received, in form and substance  satisfactory
to the Agent and the Lenders:

                 (a)  All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Third Amendment as the Lenders and the Agent may reasonably
request, all in form and substance satisfactory to the Agent and its counsel.


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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);

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

                 (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 Third 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 Third 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 Third 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 Third 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 Third
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  except with respect to the Fixed
Charge Coverage  Violation as provided in the Preliminary  Statements and Waiver
herein.

         Section 1.5   Costs, Expenses and Taxes.  As consideration for the
granting of this Third Amendment,  the Company shall pay to the Agent, acting on
behalf of the Lenders, an amendment fee of $5,000 to be charged to the Company's
account at the Agent on the date of the Company's execution and delivery of this
Third Amendment.  In addition, the Company agrees to pay on demand all costs and
expenses  of the  Lenders  and the  Agent in  connection  with the  preparation,
execution  and delivery of this Third  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 Third 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 Third 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 Third 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 Third 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/ Aimee W. Daniels
                                         ---------------------------------------
                                         Name:   Aimee W. Daniels
                                         Title:  Sr. Vice President



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