Exhibit 10.20



September  30,  2003

NeWave  Advertising,  Inc
421  Pine  Ave.
Goleta,  California  93117
Attn:  Aaron  Gravitz

Dear  Ladies  and  Gentleman:

     This  letter  sets  forth  the  terms  and  conditions  under  which NeWave
Advertising,  Inc.,  a California corporation  ("NWA"), will market to customers
of  NWA  (collectively,  "Customers"),  and MemberWorks Incorporated, a Delaware
corporation ("MW"), will fulfill, the membership programs set forth on Exhibit A
attached  hereto  (the  "Programs").

     NWA  will,  at  its  sole  expense,  (a) market the Programs to, and accept
orders  for  the  Programs  from  Customers  on inbound calls from Customers, in
accordance  with  the  marketing  guidelines  attached  hereto as Exhibit B (the
"Marketing  Guidelines")  and  (b)  provide  to  MW,  on a daily basis, Customer
Information  (as  defined  below)  for such Customers who accept enrollment in a
Program  pursuant  to  NWA's  marketing  hereunder.

     MW  will  be  responsible  for  billing  and  collecting  membership  fees,
including  renewals,  for Customers (a) accepting enrollment in, and authorizing
the  membership  fee to be charged for, the Programs pursuant to NWA's marketing
hereunder and (b) with respect to whom MW has received Customer Information from
NWA  (an  "Enrollee").

     MW  will pay to NWA the commissions due and payable as set forth in Exhibit
C  attached  hereto during the Term and for a period of one year after the Term.

     Unless earlier terminated as provided below, this agreement shall be for an
initial  term  of one (1) year commencing on the date first set forth above (the
"Initial  Term").  Thereafter,  this  agreement shall be automatically continued
for  renewal terms of one (1) year each (each, a "Renewal Term") unless no later
than  forty-five  (45)  days  prior  to the end of the then current term, either
party  notifies  the  other  in  writing  of  its  intent  not  to continue this
agreement.  The  Initial  Term and Renewal Term(s), if any, shall be referred to
herein  as  the  "Term".  This  agreement  may be terminated by either party (a)
immediately,  upon  written  notice  to  the other party, in the event of fraud,
bankruptcy,  insolvency,  liquidation  or willful misconduct by the other party,
(b)  upon  thirty  (30) days written notice to the other party in the event of a
material  breach by the other party of any of its obligations hereunder which is
not  cured  within  such  thirty  (30)  day  period  (unless  such breach is not
susceptible  to  cure,  in which case there shall be no cure period), or (c) for
convenience  upon  thirty  (30)  days advance written notice to the other party.
This  agreement  may  be  terminated  by  MW,  in  its  sole  discretion, if the
Membership Retention Rate (as defined below) falls, or is reasonably forecast by
MW  to fall, below 30%.  Following the expiration or earlier termination of this
agreement,  MW  shall  have the exclusive right to renew the Program memberships
generated  hereunder.  For  purposes  hereof,  "Membership Retention Rate" means
with  respect  to  any measuring period, the percentage of Enrollees enrolled in
the applicable Program during such measuring period whose respective memberships
in  such  Program  have  not  been  cancelled.

     MW  shall be responsible for servicing Program membership for each Enrollee
enrolled in the applicable Program whose membership in such Program has not been
cancelled  (a  "Member").  MW  does  not  service,  and NWA shall not market to,
Customers  residing outside of the 48 contiguous United States or with Army Post
Office  addresses.  MW  reserves the right to cease servicing any Program in any
state  in its sole discretion.  In such a case, NWA shall cease all marketing of
such  Program  in  such  state  after MW notifies NWA of such cessation.  MW may
terminate  any  membership  for  any  reason.

     Member  cancellations  of  Program  memberships  shall  be  received  by MW
directly;  provided  that  if NWA receives communications from Members regarding
Program  membership  cancellations, NWA shall transmit information regarding any
such  cancellation  to  MW  within  one (1) business day after NWA receives such
cancellation  information.

     At  the  end  of  each  month  during the Term, MW shall provide NWA with a
summary  of  sales and Enrollees for the prior month along with a sales tracking
report  (the  "MW  Sales  Tracking  Report")  detailing  the disposition of each
Customer Information file that was sent by NWA.  NWA will be required to approve
and  verify  the  MW  Sales  Tracking  Report  within  five (5) business days of
receipt.

     Each  party  represents,  warrants  and  covenants  that (a) this agreement
constitutes  its  legal, valid and binding obligation, enforceable against it in
accordance  with  its terms; (b) the execution, delivery and performance of this
agreement  has  been  authorized  by all necessary corporate action and will not
violate  any  agreement, order, constituent document, law or regulation to which
it  is bound or subject and (c) it will perform its obligations hereunder at all
times  in  accordance with all applicable laws, rules and regulations.  Further,
all proposed usage of either party's trademarks, service marks, trade or service
names  or  logos  shall  be  subject  to the prior written approval of the other
party.  NWA  represents, warrants and covenants to MW that NWA (a) has the legal
right  to  solicit  Customers  as  provided  hereunder  and transfer all of such
Customers' Customer Information to MW as provided hereunder; (b) shall read, and
cause its telephone sales representative to read, verbatim the scripts that have
been  approved  by  MW  in  writing and (c) has obtained all necessary consents,
licenses,  permits and agreements to offer the Programs or otherwise perform its
obligations  hereunder.  For purposes hereof, (a) "Customer Information" means a
Customer's  name,  address,  telephone  number and Valid Credit Card (as defined
below)  name,  number  and  expiration date, in each case in a computer-readable
format  designated  by MW and reasonably acceptable to NWA and (b) "Valid Credit
Card"  means  a  credit card or charge card accepted by both parties which, upon
billing,  is  not  declined by the applicable merchant processor or card issuer.

     Each  party  shall  keep  true  and  complete  records  with respect to the
performance  of  its obligations hereunder (including, without limitation, Taped
Verifications  (as  defined  below)),  and  shall  make  such  books and records
available  for  inspection by the other party, upon reasonable notice and during
normal  business hours, but on no more than two (2) occasions during any one (1)
year  period.  Such  records  shall  be  maintained for at least three (3) years
after  the  end  of  the  calendar  year  to  which  they  pertain.

     Each  party  (the  "Indemnifying  Party")  agrees to indemnify and hold the
other  party,  its  officers,  directors,  employees,  shareholders,  agents,
successors  and permitted assigns (each, an "Indemnified Person"), harmless from
and  against  any  and  all  demands, claims, causes of action, losses, damages,
liabilities,  costs  and  expenses  (including,  without  limitation, reasonable
attorneys' fees and expenses) asserted against, imposed upon, or incurred by any
Indemnified  Person,  resulting from any breach by the Indemnifying Party of any
representations and warranties made by the Indemnifying Party herein, any breach
or  non-fulfillment in the performance of the Indemnifying Party's covenants and
agreements  contained  herein  or any act or omission by an agent or independent
contractor  of  the Indemnifying Party in connection with the performance of the
Indemnifying  Party's  covenants  and agreements hereunder.  Except as otherwise
provided  herein,  each  party shall be solely responsible for its own costs and
expenses  incurred  in  performing  its  obligations  hereunder.

     Neither  NWA  nor  any  of  its affiliates or subsidiaries may, directly or
indirectly,  during  the  Term  and  thereafter, knowingly market any Membership
Program  (other  than  a  MW  Membership  Program)  to  any Member.  "Membership
Program" means a program or service where discounts, information and/or benefits
are  delivered  to a consumer or business in exchange for a recurring membership
fee.

     Any  dispute  arising  out  of or relating to this agreement, including any
issues  related  to  the  scope  of  this arbitration provision, will be finally
settled  by arbitration in accordance with the rules of the American Arbitration
Association  and  the  United States Arbitration Act, with the arbitration to be
held  in  Stamford,  Connecticut, and judgment on any award to be entered by any
court  with  jurisdiction.

     The  parties  shall  operate as independent contractors in performing their
obligations  hereunder  and shall have exclusive control of the manner and means
of  performing  their obligations.  Nothing in this agreement shall be construed
as  making  either  party the agent of the other party, as granting to the other
party  the  right  to enter into any contract on behalf of the other party or as
establishing an association, franchise, joint venture or partnership between the
parties.

     This agreement constitutes the entire agreement of the parties with respect
to  the  subject  matter  hereof,  superseding  all  prior  or  contemporaneous
agreements,  and  may  only  be  amended  by  a  written document signed by both
parties.  Neither this agreement nor the rights and obligations hereunder may be
assigned  by either party, whether by agreement or operation of law, without the
prior  written  consent of the other party.  This agreement shall be governed by
the  laws  of Connecticut, without regard to its conflicts of law principles and
rules of construction requiring that it be interpreted against the party causing
it  to  be  drafted,  and  shall be binding upon and inure to the benefit of the
parties  and  their respective successors and permitted assigns.  The failure of
either  party  to  insist upon strict performance of a provision or exercise any
right hereunder shall not be construed as a waiver of such party's right to rely
on  such  provision or assert any such right in that or any other instance.  All
notices  which  are  required  to be given by either party hereunder shall be in
writing  and shall be deemed to be properly given (a) when delivered personally,
(b)  three  (3) business days after being sent by certified mail, return receipt
requested,  first-class  postage  paid,  (c)  one  (1) day after being sent by a
nationally  recognized  overnight  delivery  service or (d) upon confirmation of
receipt of facsimile (to (203) 674-7026 in the case of notice to MW and to (805)
967-1222  in the case of notice to NWA), in each case to the other party's legal
department  at the parties' respective addresses set forth above.  All terms and
provisions hereof which should by their nature survive the expiration or earlier
termination  of  this  agreement,  including,  without  limitation,  the
indemnification  provisions  hereof,  shall  so  survive.  This agreement may be
executed  in  counterparts,  both  of  which  shall  be  deemed one and the same
instrument.  A  facsimile  transmission  of  this  agreement  bearing  a party's
signature  shall  be  legal  and  binding  on  such  party.

Please  confirm  your agreement to the foregoing terms by signing this agreement
at  the  place  indicated  below.

                                   Very  truly  yours,

                                   MEMBERWORKS  INCORPORATED


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

Agreed  to  and  Acknowledged  by:

NEWAVE  ADVERTISING,  INC.


By:/s/ Michael Hill
Name: Michael Hill



<PAGE>

                                    EXHIBIT A

                                    PROGRAMS
                                    --------


                                  BusinessMaxsm

                                  Connectionssm

                                  Essentialssm

                                   Galleriasm

                                   HomeWorkssm

                             MyHealthySavings.comsm

                                 PremierHealthsm

                               PremierHealthPlussm

                                 Privacy Plussm

                                    24Protect

                                24Protect Plussm

                                Simple Escapessm

                            Simple Escapessm (Super)

                                  Simply Yousm

                           ValueMax Shopping Servicesm

                               Your Savings Clubsm

<PAGE>
                                    EXHIBIT B

                              MARKETING GUIDELINES
                              --------------------


1.     NWA shall use only such scripts as have been approved by MW in advance in
writing.  NWA shall read, and shall cause their respective sales representatives
to  read,  such  scripts  verbatim,  and  shall  obtain the consumer's clear and
unambiguous  affirmative  consent  to  the  offer  as  stated  in  such scripts.

2.     During  each  telephone solicitation offering a Program, NWA shall verify
the  consumer's  acceptance  of  the  offer  by  creating,  with  the consumer's
permission,  a recording of that portion of the call where the consumer provides
his or her unambiguous express affirmative consent to the payment, cancellation,
and refund terms described in the offer pursuant to the applicable telemarketing
script  (a  "Taped  Verification").  Recordings  of Taped Verifications shall be
stored  by  NWA  for a period of at least two (2) years and, if requested by MW,
shall  be  delivered  by  NWA  to MW by overnight mail (or digital download in a
format acceptable to MW) within two (2) business days after MW's request for any
such  recordings.

3.     If,  at  any  time  during  the Term, the number of written complaints or
letters  received,  directly  or  indirectly,  by  MW  claiming  or  alleging an
unauthorized charge to a consumer for a Program with respect to marketing by NWA
hereunder, exceeds .25% of the aggregate number of Members enrolled in a Program
by NWA hereunder for the month in which such Member was marketed such Program (a
"Complaint  Differential"),  NWA  shall  be  placed  on  immediate  probation.
Thereupon, NWA shall implement a plan to reduce such Complaint Differential.  In
the  event  that  such  plan  fails to reduce such Complaint Differential within
ninety  (90)  days  after the commencement of such probationary period, MW shall
terminate  this  agreement  upon  ten  (10)  days  notice.






<PAGE>
                                    EXHIBIT C

                                   COMMISSION
                                   ----------

1.     The  following  terms  not  previously  defined  shall have the following
definitions:

a.     "Effective  Date"  means  the  date  first  set  forth  above.

b.     "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, (ii) who is not already a member of
the applicable Program and (iii) verified by both MW and NWA in writing to be an
Enrollee  as  set  forth  on  the  applicable  MW  Sales  Tracking  Report.

c.     "Marketing  Window"  means each calendar month during the Term commencing
with  the  Effective  Date.

d.     "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 by the parties, the initial Membership Fee
shall  be  no  less  than  $9.95  per  month.

e.     "Projected  Decline  Rate"  means  the  forecast  of  the  percentage  of
Enrollees  whose  credit  cards  will  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.  The Projected Decline Rate
shall  initially be set at fifteen percent (15%) of Enrollees and may be changed
at any time as reasonably and in good faith determined by MW based on actual and
projected  data.

f.     "Declines"  means an Enrollee with respect to whom the applicable Program
membership  fee  is  declined  by  the applicable credit card issuer or merchant
processor.

g.     "Upsell"  means  an  offer  of  a  product or service (including, but not
limited  to,  a  Program)  following  NWA's own primary product or service on an
inbound  call.

2.     For  the  first 2,000 Eligible Program Members enrolled in a Program as a
result of NEW's marketing on an Upsell during each Marketing Window of the Term,
NWA  shall  be  paid  a  commission  of  $21.00  per  Eligible  Program  Member.

3.     Commissions  to  which  NWA  is entitled with respect to Eligible Program
Members,  as  per  Section  C.2.  above, shall be paid to NWA in two payments as
follows:  (i)  seven (7) days after the Marketing Window in which Enrollees were
enrolled  in  a Program MW shall make a payment equal to $10.00 per Enrollee for
those  Enrollees  that are projected to be Eligible Program Members based on the
then current Projected Decline Rate, and (ii) within fifteen (15) days after the
conclusion  of  the month in which the initial Membership Fee is scheduled to be
billed  to  and Eligible Program Member's Valid Credit Card MW shall pay NWA any
remaining commissions owed NWA for those Enrollees (with respect to whom NWA has
not  already been paid a commission hereunder) that are Eligible Program Members
and  those  Enrollees  that  cancel their membership in a Program prior to being
billed  the  initial  Membership  Fee.

4.     Within  45  days after the conclusion of each Marketing Window during the
Term,  the  amount  of  Commissions  paid  to  NWA  for Eligible Program Members
enrolled  in a Program during the Marketing Window shall be reviewed, and to the
extent  that  such  amount  paid  does not equal the amount earned by NWA as set
forth  in  Paragraph  C.2  (after  giving  effect  to  Declines  that  have been
successfully billed by the date of such review), any such amount to which either
party  was  overpaid  or  underpaid  shall be paid to the party entitled to such
amount within five (5) business days after the date of the determination of such
amount.


 All  programs  and  prices  may  be subject to change at MW's discretion and MW
reserves  the right to add and offer additional Programs in connection with this
agreement.  Each  program  is offered for a retail price to  be determined by MW
in  its  sole  discretion.