**Exhibit 10.22**

**AMENDMENT TO EMPLOYMENT AGREEMENT**

**THIS AMENDMENT TO EMPLOYMENTAGREEMENT**(“Amendment”) by and among **AFFINION GROUP HOLDINGS, INC.**, a Delaware corporation (the “Company”), **AFFINION GROUP, INC.**, a Delaware corporation and wholly-owned subsidiary of the Company(“Affinion”), and **ROBERT ROONEY**(“Executive”) (collectively, the “Parties”) is made as of January 13, 2010. Capitalized terms used herein without definition shall have the respectivemeanings ascribed to them in the Agreement (as such term is defined below). 

**WHEREAS,**the Parties are currently partyto that certain Employment Agreement, made as of November 9, 2007 (the “Agreement”), pursuant to which Executive serves as an Executive Vice President and the Chief Operating Officer of the Company; 

**WHEREAS,**on January 13, 2010 (the “Upshaw Appointment Date”), Steve Upshaw was appointed President ofAffinion to succeed Nathaniel Lipman; 

**WHEREAS,**in connection with the appointment of Mr. Upshaw as the Presidentof Affinion and certain organizational changes relating thereto, Executive began reporting directly to Mr. Upshaw effective as of the Upshaw Appointment Date, and not to the Chief Executive Officer of the Company, as provided in the Agreement(the “Reporting Change”); and 

**WHEREAS,**the Parties desires to amend Executive’s employmentagreement with the Companies to extend the time period for Executive to terminate his employment agreement as the result of the Reporting Change from sixty (60) days to eighteen (18) months following such event. 

**NOW, THEREFORE,** in consideration of the premises and of the mutual covenants, understandings, representations, warranties,undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows: 

1.Section 3(d) of the Agreement shall be amended by adding the following language at the end of such section: 

“Notwithstanding the foregoing, the Parties acknowledge and agree that Executive shall have eighteen (18) months (rather thansixty (60) days) following the date on which Executive begins reporting to Steve Upshaw in his capacity as President of Affinion (the “Reporting Change”) to provide written notice to the Companies that Executive is terminatinghis employment for Good Reason under this Section 3(d) as the result of the Reporting Change.” 

2. All otherprovisions of the Agreement shall remain unchanged and in full force and effect. 

3. This Amendment will be governed by and construed in accordance with the laws of the Stateof Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. Infurtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Amendment, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of someother jurisdiction would ordinarily apply. 

4. This Amendment may be executed in separate counterparts, each of which isdeemed to be an original and all of which taken together constitute one and the same agreement. 

**[SIGNATURE PAGE FOLLOWS]**

 
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**IN WITNESS WHEREOF,** the Parties have executed this Agreement as of the date firstwritten above. 

 
**AFFINION GROUP HOLDINGS, INC.**By: /s/ Nathaniel J. LipmanName: Nathaniel J. LipmanTitle: Chief Executive Officer
 
**AFFINION GROUP, INC.**By: /s/ Nathaniel J. LipmanName: Nathaniel J. LipmanTitle: Chief Executive Officer
 
**ROBERT ROONEY**Signature: /s/ Robert Rooney
 
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