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August  17,  2004

NeWave,  Inc.
30  South  La  Patera  Lane  #  7
Goleta,  CA  93117
Attn:     Aaron  Gravitz
     Director

RE:  THIRD AMENDMENT TO THE MARKETING AGREEMENT BETWEEN MEMBERWORKS INCORPORATED
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AND  NEWAVE,  INC.
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Dear  Mr.  Gravitz:

Referencing  that  certain Agreement between MemberWorks Incorporated ("MW") and
NeWave,  Inc.  ("NWI")  dated as of September 22, 2003, as amended by that First
Amendment  to  the  Marketing  Agreement  between  MemberWorks  Incorporated and
NeWave,  Inc.,  dated  October  13,  2003  and as further amended by that Second
Amendment  to  the  Marketing  Agreement  between  MemberWorks  Incorporated and
NeWave,  Inc.,  dated  February 20, 2004 (the "Agreement"; capitalized terms not
defined  herein  shall  have  the  respective  meanings  ascribed to them in the
Agreement),  for good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  parties  hereby  agree  as  follows:
1.     Section 1 of Exhibit C shall be deleted in its entirety and replaced with
the  following:
"The  following  terms  not  previously  defined  shall  have  the  following
definitions:

a.     "Actual  Bill Rate" means the actual percentage of Enrollees whose credit
cards  are  not  declined  when  the  initial  month's  Membership  Fee  for the
applicable Program is presented for payment to the applicable credit card issuer
or  merchant processor and who do not cancel their membership in a Program prior
to  being  billed  the  initial  Membership  Fee  or  trial  fee.
b.     "Declines"  means an Enrollee with respect to whom the applicable Program
membership  fee  is  declined  by  the applicable credit card issuer or merchant
processor.
c.     "Effective  Date"  means  the  date  first  set  forth  above.

d.     "Eligible Program Member" means with respect to any Program, an Enrollee:
(i)  with  respect to whom the initial month's Membership Fee (as defined below)
for  such  Program  is not declined when presented for payment to the applicable
credit card issuer or merchant processor, or (ii) who does not cancel his or her
membership  in  a  Program  prior  to being billed the initial Membership Fee or
trial  fee,  and (iii) who is not already a member of the applicable Program and
(iv)  who  is  verified  by  both MW and NWI in writing to be an Enrollee as set
forth  on  the  applicable  MW  Sales  Tracking  Report.

e.     "Marketing  Window" means each two week period during the Term commencing
with  the  Effective  Date.

f.     "Membership  Fee" means the fee charged by MW for extending membership in
a  Program  at  the  end of any applicable trial period.  "Membership Fee" shall
specifically  exclude  any  shipping  and  handling, processing, or trial period
fees.  Except  as  otherwise  agreed  to  in writing by the parties, the initial
Membership  Fee  shall  be  no  less  than  $19.95  per  month.

g.     "Projected  Bill  Rate" means the forecast of the percentage of Enrollees
whose  credit cards will not be declined when the initial month's Membership Fee
for  the  applicable  Program  is presented for payment to the applicable credit
card  issuer  or  merchant processor and who do not cancel their membership in a
Program  prior  to  being billed the initial Membership Fee.  The Projected Bill
Rate shall initially be set at thirty-five percent (35%) of Enrollees and may be
changed  at  any  time as reasonably and in good faith determined by MW based on
actual  and  projected  data.

h.     "Upsell"  means  an  offer  of  a  product or service (including, but not
limited  to,  a  Program)  following  NWI's own primary product or service on an
inbound  call."
2.     Section 2 of Exhibit C shall be deleted in its entirety and replaced with
the  following:
"For  each  Eligible  Program  Member enrolled in a Program beginning on May 19,
2004,  and  continuing through and including July 13, 2004, as a result of NWI's
marketing  on  an  Upsell, NWI shall be paid a commission of $40.00 per Eligible
Program  Member.  For  each  Eligible  Program  Member  enrolled  in  a  Program
beginning  on  July  13, 2004 as a result of NWI's marketing on an Upsell during
each  Marketing Window of the Term, NWI shall be paid a commission of $37.00 per
Eligible  Program  Member."
3.     Section 3 of Exhibit C shall be deleted in its entirety and replaced with
the  following:
"Commissions  to  which NWI is entitled with respect to Eligible Program Members
shall  be  paid  to  NWI as follows:  (i) with respect to those Eligible Program
Members  enrolled in a Program beginning on May 19, 2004, and continuing through
and  including July 13, 2004, seven (7) days after the Marketing Window in which
Enrollees  were  enrolled  in a Program, MW shall make a payment equal to $40.00
per  Enrollee  for  those  Enrollees  that  are projected to be Eligible Program
Members  based on the then current Projected Bill Rate; and (ii) with respect to
those Eligible Program Members enrolled in a Program beginning on July 14, 2004,
seven  (7) days after the Marketing Window in which Enrollees were enrolled in a
Program,  MW  shall  make  a  payment  equal  to  $37.00  per Enrollee for those
Enrollees  that  are  projected to be Eligible Program Members based on the then
current  Projected  Bill  Rate."
Except  as expressly set forth herein, the terms and provisions of the Agreement
are  hereby  restated  in  their  entirety.  From  and  after  the execution and
delivery  of  this amendment, all references to the Agreement contained in other
agreements  and  instruments executed and delivered pursuant to or in connection
with  the Agreement shall hereinafter mean and refer to the Agreement as amended
hereby.  In  the  event  of  any contradiction(s) between this amendment and the
Agreement,  the terms and conditions of this amendment shall govern and control.

This  amendment  may be executed in counterparts, both of which shall constitute
one  and the same instrument.  A facsimile transmission of this signed amendment
bearing  a signature on behalf of a party hereto shall be binding on such party.

Kindly  confirm  your agreement to the foregoing terms and conditions by signing
this  letter  at  the  place  indicated  below.

Very  truly  yours,

MEMBERWORKS  INCORPORATED



By:   /s/ George W. M. Thomas
     George  W.  M.  Thomas
                                        Senior  Vice  President  and  General
                                        Counsel

AGREED  TO  AND  ACCEPTED  BY:

NEWAVE,  INC.



By:/s/ Michael Hill
Name: Michael Hill