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                                                                    EXHIBIT 10.1



                        AMENDMENT NO. 5 & LIMITED WAIVER
                             TO THE CREDIT AGREEMENT

                  This AMENDMENT NO. 5 & LIMITED WAIVER TO THE CREDIT AGREEMENT
(this "AMENDMENT") is dated as of September 30, 2000 and entered into by and
among Telespectrum Worldwide, Inc., a Delaware corporation (the "BORROWER"), the
financial institutions listed on the signature pages hereof (the "LENDERS"), BNP
Paribas, as collateral agent (the "AGENT"), and Bank of America, N.A., as
administrative agent for the Lenders (the "ADMINISTRATIVE AGENT").


                                    RECITALS

                  WHEREAS, the Borrower, the Lenders, the Agent and the
Administrative Agent have entered into a Credit Agreement dated as of June 30,
1999 (as heretofore amended, supplemented or otherwise modified, the "CREDIT
AGREEMENT"). Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement, and

                  WHEREAS, the Borrower has (i) advised the Agent, the
Administrative Agent and the Lenders of its solicitation of cash investments by
investors on a subordinated basis, (ii) requested that the Lenders extend the
time within which the Borrower must comply with certain repayment obligations
pursuant to the Credit Agreement, (iii) requested that Required Lenders waive
compliance with certain financial covenants set forth in the Credit Agreement
for the fiscal quarter ending on September 30, 2000, and (iv) requested that the
Agent, the Administrative Agent and the Lenders make certain other amendments as
set forth below;

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

                  SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the agreements,
terms and conditions set forth in this Amendment, including, without limitation,
the satisfaction of the conditions precedent set forth in Section 5, hereby
amended as follows:

                  (a)      The definition of "RELATED DOCUMENTS" in Section 1.01
         of the Credit Agreement is hereby amended by (i) deleting the word
         "and" immediately after "the MDC Subordinated Notes" and inserting a
         "," therefor, and (ii) inserting "and the Designated Subordinated
         Notes" immediately after "the TLSP Subordinated Debt".

                  (b)      The following new definitions are hereby added to
         Section 1.01 of the Credit Agreement in the appropriate alphabetical
         order:

                           (i)      "FIFTH AMENDMENT" means Amendment No. 5 and
                  Limited Waiver to the Credit Agreement dated as of September
                  30, 2000.

                           (ii)     "FIFTH AMENDMENT EFFECTIVE DATE" as defined
                  in the Fifth Amendment.
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                           (iii)    "DESIGNATED SUBORDINATED DEBT" means the
                  indebtedness and all of the obligations of the Borrower under
                  or in respect of the Designated Subordinated Notes.

                           (iv)     "DESIGNATED SUBORDINATED NOTES" means,
                  collectively, the promissory notes issued by the Borrower
                  after September 30, 2000 and on or before November 15, 2000,
                  in an aggregate principal amount not to exceed $30,000,000
                  containing terms and conditions (including, without
                  limitation, the subordination thereof to all Obligations under
                  or in respect of the Loan Documents) satisfactory to the
                  Agent, the Administrative Agent and the Required Lenders in
                  their sole discretion, as amended, supplemented or otherwise
                  modified from time to time in accordance with their terms and
                  the terms of this Agreement.

                           (v)      "NEW EQUITY CONTRIBUTION" means the
                  contribution by investors of $3,000,000 in Net Cash Proceeds
                  to the Borrower on terms satisfactory to the Agent in
                  accordance with Section 5.01(p) of this Agreement.

                  (c)      Section 2.04(a) of the Credit Agreement is hereby
         amended by deleting the reference to "September 30, 2000" contained in
         the table therein and substituting therefor "November 15, 2000".

                  (d)      Section 2.06(b)(ii) of the Credit Agreement is hereby
         amended by adding the following proviso to the end thereof:

                           "; provided, further, however, that so long as no
         Default shall have occurred and be continuing, in the case of clause
         (B) Net Cash Proceeds derived from the issuance of the Designated
         Subordinated Notes shall, on the date received by the Borrower or any
         of its Subsidiaries, be applied to the Advances as follows:

                           first, in accordance with Section 2.04(a), ratably to
         the Term Lenders the aggregate outstanding principal amount of the Term
         Advances due on November 15, 2000 and December 31, 2000,

                           second, in accordance with Section 2.04(a), ratably
         to the Term Lenders an aggregate outstanding principal amount of not
         less than $5,675,000,

                           third, to permanently repay all Revolving Credit
         Advances and terminate the Revolving Credit Commitments in accordance
         Section 2.05(a); it being understood that the Borrower and the Agent
         each respectively waive the applicable notice requirements of Section
         2.05(a),

                           fourth, to repay any Working Capital Advances made
         from, and including, the Fifth Amendment Effective Date through the
         date of receipt by the Borrower or any of its Subsidiaries of Net Cash
         Proceeds of the Designated Subordinated Debt,

                           fifth, if requested in writing to the Borrower, with
         a copy to the Agent, by providers of any portion of the Net Equity
         Contribution, to repay such portions of the Net Equity Contribution as
         requested, and


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                           sixth, to repay Working Capital Advances in an amount
         not less than the remaining Net Cash Proceeds after giving effect to
         this proviso."

                  (e)      Section 5.01 of the Credit Agreement is hereby
         amended by adding a new clause (p) as follows:

                           "(p) New Equity Contribution. Prior to the making of
         any Working Capital Advances or any Revolving Credit Advances on or
         after the Fifth Amendment Effective Date, Net Cash Proceeds from the
         New Equity Contribution shall have been placed in an escrow account
         with Agent on terms and conditions satisfactory to Agent, including,
         without limitation, the condition that (i) $2,000,000 of such funds
         shall be released and deemed invested in the Borrower on the second
         Business Day following the initial public disclosure by the Borrower of
         its financial results for the fiscal quarter ended September 30, 2000,
         and (ii) the remaining $1,000,000 shall be released and deemed invested
         in the Borrower concurrently upon satisfaction of the following
         conditions: (y) the making of the investment in eSatisfy contemplated
         by Section 2(a) of the Fifth Amendment shall have been made by the
         Borrower, and (z) the making of the Working Capital Advances
         contemplated by Section 2(b) of the Fifth Amendment shall have been
         made by the Working Capital Lenders. Borrower acknowledges and agrees
         that any failure to comply with the terms of this Section 5.01(p) shall
         constitute an immediate Default."

                  (f)      Section 5.02(b)(i) of the Credit Agreement is hereby
         amended by deleting the word "and" immediately after clause (B)
         thereof, inserting the word "and" immediately after clause (C) thereof,
         and adding a new clause (D) as follows:

                           "(D)     the Designated Subordinated Debt; provided
                  that (i) on or prior to the issuance of the Designated
                  Subordinated Debt, Borrower shall have received Net Cash
                  Proceeds from the New Equity Contribution in accordance with
                  Section 5.01(p), (ii) the fees, costs and expenses to be paid
                  by the Borrower or any of its Subsidiaries in connection with
                  the incurrence of the Designated Subordinated Debt shall not
                  exceed $2,000,000, and (iii) the Net Cash Proceeds of the
                  issuance of the Designated Subordinated Notes are applied as
                  required by Section 2.06(b)(ii)."

                  (g)      Section 5.02(b)(ii)(F) of the Credit Agreement is
         hereby amended by deleting the word "or" immediately after subclause
         (2) thereof, inserting a "," therefor, inserting ",or" immediately
         after subclause (3), and adding a new subclause (4) as follows:

                           "(4) not due to [Siebel/Genesis];"

                  (h)      Section 5.02(g) of the Credit Agreement is hereby
         amended by deleting the word "and" immediately after clause (D)
         thereof, inserting the word "and" immediately after clause (E) thereof,
         and adding a new clause (F) as follows:

                           "(F)     so long as no Default has occurred and is
                  continuing, and upon the release from escrow pursuant to
                  Section 5.01(p) of Net Cash Proceeds from the


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                  New Equity Contribution, Investments in an aggregate amount
                  not to exceed $1,000,000 in eSatisfy; provided that such
                  Investments are made by the Borrower on or before November 15,
                  2000;"

                  SECTION 2. Conditions to Amendments. Notwithstanding anything
to the contrary contained in the Credit Agreement, as amended by this Amendment
(the "AMENDED AGREEMENT"), and in consideration of the amendments set forth in
Section 1 above,

                  (a)      the Borrower shall not request any Borrowings nor
         shall any of the Lenders make any Advances during the period commencing
         on the Fifth Amendment Effective Date through November 15, 2000 (such
         period being the "WAIVER PERIOD"), provided, however, that solely
         during the Waiver Period and following the deposit of the Net Cash
         Proceeds from the New Equity Contribution into escrow pursuant to
         Section 5.01(p) of the Credit Agreement, the Borrower may request
         Working Capital Borrowings or Revolving Credit Borrowings, and the
         Working Capital Lenders and Revolving Credit Lenders shall make Working
         Capital Advances or Revolving Credit Advances, as applicable, in each
         case in an aggregate amount not to exceed $2,000,000 so long as no
         Default shall have occurred and be continuing at the time of such
         request or on the date of such Working Capital Advance or Revolving
         Credit Advance; provided further that the proceeds of such Working
         Capital Borrowings or Revolving Credit Borrowings may be used solely
         for the Borrower's general corporate purposes and working capital
         needs; provided further that deposit of the Net Cash proceeds from the
         new Equity Contribution into escrow pursuant to Section 5.01(p) of the
         Credit Agreement and until the release from escrow pursuant to Section
         5.01(p) of the Credit Agreement of the Net Cash Proceeds of the New
         Equity Contribution, the Borrower may use an aggregate amount of
         proceeds of the Working Capital Advances and/or the Revolving Credit
         Advances no greater than $666,667 to make Investments in eSatisfy;
         provided further, however, that until such time as the Borrower shall
         have made Investments in eSatisfy after the Fifth Amendment Effective
         Date, the amount of Net Cash Proceeds of the New Equity Contribution
         available to the Borrower shall be reduced by $1,000,000 unless the
         Lenders have agreed to make $1,000,000 in additional Working Capital
         Advances to be used solely for the Borrower's general corporate
         purposes and working capital needs thereby increasing the $2,000,000
         amount referred to in this section to $3,000,000, and

                  (b)      furthermore, so long as the Net Cash Proceeds from
         the New Equity Contribution have been deposited into escrow pursuant to
         Section 5.01(p) of the Credit Agreement, the Borrower may request
         Working Capital Borrowings, and the Working Capital Lenders shall make
         Working Capital Advances, in each case in an aggregate amount not to
         exceed $3,000,000 so long as no Default shall have occurred and be
         continuing at the time of such request or on the date of such Working
         Capital Advance; provided that the proceeds of such Working Capital
         Borrowings may be used solely to meet the Borrower's obligations to pay
         interest on Term Advances and Working Capital Advances pursuant to
         Section 2.07(a) of the Credit Agreement.

                  SECTION 3. Waivers. Subject to the agreements, terms and
conditions set forth herein, including, without limitation, the satisfaction of
the conditions precedent set forth in Section 5, and in reliance on the
representations and warranties of the Borrower herein


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contained, the undersigned Required Lenders hereby waive Borrower's compliance
with (i) the maximum Leverage Ratio set forth in Section 5.04(a)(ii) of the
Credit Agreement solely for the for the fiscal quarter ending in September 2000,
(ii) the minimum Fixed Charge Coverage Ratio set forth in Section 5.04(b) of the
Credit Agreement solely for the Rolling Period ending on September 30, 2000, and
(iii) the minimum Interest Coverage Ratio set forth in Section 5.04(c) of the
Credit Agreement solely for the Rolling Period ending in the fiscal month period
ending in September 2000.

                  SECTION 4. Limitation of Waivers. Without limiting the
generality of the provisions of Section 8.01 of the Credit Agreement, the
waivers set forth in Section 3 above shall be limited precisely as written and
relate solely to the noncompliance by the Borrower with the provisions of
Sections 5.04(a)(ii), 5.04(b) and 5.04(c) of the Credit Agreement in the manner
and to the extent described above, and nothing in this Amendment shall be deemed
to:

                  (a)      constitute a waiver of compliance by the Borrower
         with respect to (i) Sections 5.04(a)(ii), 5.04(b) and 5.04(c) of the
         Credit Agreement in any other instance or (ii) any other term,
         provision or condition of the Credit Agreement or any other instrument
         or agreement referred to therein (whether in connection with Sections
         5.04(a)(ii), 5.04(b) and 5.04(c) of the Credit Agreement or otherwise);
         or

                  (b)      prejudice any right or remedy that the Agent,
         Administrative Agent or any Lender may now have (except to the extent
         such right or remedy may have been based upon existing defaults that
         will not exist after giving effect to this Amendment) or may have in
         the future under or in connection with the Credit Agreement or any
         other instrument or agreement referred to therein;

provided, however, that the waivers set forth in Section 3 of this Amendment
shall cease to be of any force or effect on November 15, 2000.

                  Except as expressly set forth herein, the terms, provisions
and conditions of the Credit Agreement and the other Loan Documents shall remain
in full force and effect and in all other respects are hereby ratified and
confirmed.

                  SECTION 5. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written (the "FIFTH AMENDMENT
EFFECTIVE DATE") when, and only when:


                  (a)      Agent shall have received on or before the Fifth
         Amendment Effective Date, in form and substance satisfactory to Agent
         and in sufficient copies for each Lender Party (i) counterparts of this
         Amendment executed by the Borrower and the Required Lenders and each
         Working Capital Lender or, as to any of the Lenders, advice
         satisfactory to the Agent that such Lender has executed this Amendment,
         and (ii) the consent attached hereto executed by each Guarantor (the
         "CONSENT"), and

                  (b)      Borrower, by its execution of this Amendment, has
         consented to the retention of Policano & Manzo LLC as financial advisor
         to the Agent on behalf of the Lenders ("POLICANO & MANZO"), and
         representatives of Policano & Manzo have begun


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         the procedures agreed upon by the Borrower and the Agent on the
         premises, wherever located, of the Borrower and its Subsidiaries.

                  This Amendment is subject to the provisions of Section 8.01 of
the Credit Agreement.

                  SECTION 6. Representations and Warranties of the Borrower. As
of the Fifth Amendment Effective Date, the Borrower represents and warrants as
follows:


                  (a)      The Borrower is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction
         indicated in the recital of parties to this Amendment.

                  (b)      The execution, delivery and performance by the
         Borrower of this Amendment and the Loan Documents, as amended hereby,
         to which it is or is to be a party, and the consummation of the
         transactions contemplated hereby, are within the Borrower's corporate
         powers, have been duly authorized by all necessary corporate action and
         do not (i) contravene the Borrower's charter or by-laws, (ii) violate
         any law, rule or regulation (including, without limitation, Regulation
         X of the Board of Governors of the Federal Reserve System), or any
         order, writ, judgment, injunction, decree, determination or award,
         (iii) conflict with or result in the breach of, or constitute a default
         under, any contract, loan agreement, indenture, mortgage, deed of
         trust, lease or other instrument binding on or affecting any Loan
         Party, any of its Subsidiaries or any of their properties or (iv)
         except for the Liens created under Loan Documents, result in or require
         the creation or imposition of any Lien upon or with respect to any of
         the properties of any Loan Party or any of its Subsidiaries.

                  (c)      No authorization or approval or other action by, and
         no notice to or filing with, any governmental authority or regulatory
         body or any other third party is required for the due execution,
         delivery or performance by the Borrower of this Amendment or any of the
         Loan Documents, as amended hereby, to which it is or is to be a party.

                  (d)      This Amendment has been duly executed and delivered
         by the Borrower. This Amendment and each of the other Loan Documents,
         as amended hereby, to which the Borrower is a party are legal, valid
         and binding obligations of the Borrower, enforceable against the
         Borrower in accordance with their respective terms.

                  (e)      There is no action, suit, investigation, litigation
         or proceeding affecting any Loan Party or any of its Subsidiaries,
         including any Environmental Action, pending or threatened before any
         court, governmental agency or arbitrator that (i) could be reasonably
         likely to have a Material Adverse Effect (other than as set forth on
         Schedule 4.01) to the Credit Agreement) or (ii) purports to affect the
         legality, validity or enforceability of this Amendment or any of the
         other Loan Documents, as amended hereby, or the consummation of any of
         the transactions contemplated hereby.

                  (f)      The representations and warranties contained in each
         Loan Document are true and correct on and as of the Fifth Amendment
         Effective Date, other than any such


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         representations or warranties that, by their terms, refer to a specific
         date other than the Fifth Amendment Effective Date, in which case as of
         such specific date.

                  (g)      No Defaults exist under the Credit Agreement.

                  SECTION 7. Reference to and Effect on the Credit Agreement and
the Loan Documents. (a) On and after the Fifth Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes and each of the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Amended Agreement.

                  (b)      The Credit Agreement, the Notes and each of the other
         Loan Documents, as specifically amended by this Amendment, are and
         shall continue to be in full force and effect and are hereby in all
         respects ratified and confirmed. Without limiting the generality of the
         foregoing, the Collateral Documents and all of the Collateral described
         therein do and shall continue to secure the payment of all Obligations
         of the Loan Parties under the Loan Documents, in each case as amended
         by this Amendment.

                  (c)      The execution, delivery and effectiveness of this
         Amendment shall not, except as expressly provided herein, operate as a
         waiver of any right, power or remedy of any Lender or the Agent under
         any of the Loan Documents, nor constitute a waiver of any provision of
         any of the Loan Documents.

                  SECTION 8. Costs and Expenses. The Borrower agrees to pay on
demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.

                  SECTION 9. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION  10. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.




                 [Remainder of page intentionally left blank.]


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto, duly
authorized, as of the date first above written.




                                         TELESPECTRUM WORLDWIDE, INC.


                                         By    ________________________________
                                               Title:


                                      S-1
<PAGE>   9
                                         BNP PARIBAS,
                                         as Agent and as Lender


                                         By   ________________________________
                                              Title:

                                         By   ________________________________
                                              Title:


                                         BANK OF AMERICA, N.A.,
                                         as Administrative Agent and as Lender


                                         By   ________________________________
                                              Title:


                                         BANKBOSTON, N.A.


                                         By   ________________________________
                                              Title:


                                         IBJ WHITEHALL BANK & TRUST COMPANY


                                         By   ________________________________
                                              Title:


                                         TORONTO DOMINION (TEXAS), INC.


                                         By   ________________________________
                                              Title:


                                         VAN KAMPEN PRIME RATE
                                         INCOME TRUST


                                         By   ________________________________
                                              Title:


                                      S-2
<PAGE>   10
                                         VAN KAMPEN SENIOR FLOATING RATE FUND


                                         By   ________________________________
                                              Title:


                                         VAN KAMPEN SENIOR INCOME TRUST


                                         By   ________________________________
                                              Title:


                                         WELLS FARGO BANK, N.A.


                                         By   ________________________________
                                              Title:


                                         FIRST SOURCE FINANCIAL, LLP
                                         By First Source Financial, Inc.,
                                         its agent/manager


                                         By   ________________________________
                                              Title:


                                         KZH ING-1 LLC


                                         By   ________________________________
                                              Title:


                                         KZH ING-2 LLC


                                         By   ________________________________
                                              Title:


                                         KZH ING-3 LLC


                                         By   ________________________________
                                              Title:


                                      S-3
<PAGE>   11
                                         ARCHIMEDES FUNDING, L.L.C.
                                         By: ING Capital Advisors LLC,
                                         as Collateral Manager


                                         By   ________________________________
                                              Title:


                                         ARCHIMEDES FUNDING II, LTD.
                                         By: ING Capital Advisors LLC,
                                         as Collateral Manager


                                         By   ________________________________
                                              Title:


                                      S-4
<PAGE>   12
                                     CONSENT



                         Dated as of September __, 2000



                  The undersigned, each Guarantor under either (x) the Guaranty
dated as of June 30, 1999 (the "U.S. Guaranty") in favor of the Secured Parties
(as defined in the Credit Agreement referred to in the foregoing Amendment) or
(y) the Guaranty dated as of June 30, 1999 (the "Canadian Guaranty" and
collectively with the U.S. Guaranty, the "Guaranties") in favor of the Secured
Parties (as defined in the Credit Agreement referred to in the foregoing
Amendment), hereby consents to such Amendment and hereby confirms and agrees
that (a) notwithstanding the effectiveness of such Amendment, the Guaranty to
which each of the undersigned is a party and each of the Collateral Documents
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects, except that on and after the effectiveness of
such Amendment, each reference in each Guaranty and each of the Collateral
Documents to the "Credit Agreement", "thereunder", "thereof" or words of like
import shall mean and be a reference to the Credit Agreement, as amended by such
Amendment, and (b) the Collateral Documents to which Guarantor is a party and
all of the Collateral described therein do, and shall continue to, secure the
payment of all of the Secured Obligations (in each case, as defined therein).



                                         TLSP TRADEMARKS, INC.


                                         By   ________________________________
                                              Title:




                                         TELESPECTRUM GOVERNMENT SERVICES, INC.


                                         By   ________________________________
                                              Title:




                                         FIRST DOMINION FUNDING III


                                         By   ________________________________
                                              Title:


                                      S-5
<PAGE>   13
                                         CRW FINANCIAL INC.


                                         By   ________________________________
                                              Title:




                                         TELESPECTRUM WORLDWIDE (CANADA) INC.


                                         By   ________________________________
                                              Title:


                                      S-6