Exhibit 10.12


                    FOURTH AMENDMENT TO THE CREDIT AGREEMENT


         This FOURTH AMENDMENT TO THE CREDIT AGREEMENT dated as of February 1,
2002 (this "Fourth 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 and that Waiver and Third Amendment to the
Credit Agreement dated as of November 14, 2001 (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 April 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 April 1, 2002 or
                  such later date as determined in accordance with Subsection
                  2.8.

                 (b) The definition of "Quarterly Payment Date" in Section 1.1
of the Existing  Credit  Agreement is deleted in its entirety and replaced  with
the following:

                           "Quarterly Payment Dates" shall mean the first day of
                  each April, July, October and January of each year.

         Section 1.2  Conditions of Effectiveness. This Fourth Amendment shall
become  effective  when,  and only when, the Agent and each of the Lenders shall
have received a counterpart of this Fourth 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 Fourth 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  Fourth  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 Fourth  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 Fourth 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 Fourth 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 Fourth 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 Fourth
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 Fourth 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 Fourth  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 Fourth 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 Fourth 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 Fourth
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 A






















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