AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement ("Amendment") is made as of this
first day of January, 1997 by and between CUC International Inc. (the "Company")
and Amy N. Lipton ("Executive").

1. The Employment Agreement between the Company and Executive dated as of
February 1, 1996 (the "Employment Agreement") is hereby amended so that Section
VIII, Paragraphs A and B thereof shall read as follows:

         A. The Executive's employment may be terminated by the Company at any
time Without Cause or for Cause upon thirty (30) days' notice to the Executive.
If the Executive's employment terminates due to either a Without Cause
Termination or a Constructive Discharge, as defined in this Section below, the
Company shall pay the Executive (or her surviving spouse, estate or personal
representative, as applicable) her Base Salary as in effect at the time of the
termination for a period of twenty-four (24) months following such termination.
Such amount shall be payable as provided in Section IV.A hereof. Earned but
unpaid Base Salary and earned but unpaid incentive compensation awards will be
paid in a lump sum at the time of such termination. The benefits and perquisites
described in this Agreement will be continued for twenty-four (24) months. In
the event of any such Without Cause Termination or Constructive Discharge, any
unvested stock options held by the Executive which would have vested during the
twenty-four (24) months following such termination, shall continue to vest in
accordance with the respective terms of the applicable stock option agreements
pursuant to which such options were granted, notwithstanding anything to the
contrary in any such stock option agreements.

     The Executive shall not be required to mitigate the amount of any payment
provided for hereunder by seeking other employment or otherwise, nor shall the
amount of any such payment be reduced by any compensation earned by the
Executive as the result of employment by another employer after the date the
Executive's employment hereunder terminates.

         B. If the Executive resigns (unless the Executive resigns pursuant to a
Constructive Discharge) or the Executive's employment terminates due to a
Termination for Cause, as defined in this Section below, earned but unpaid Base
Salary and any earned but unpaid incentive compensation will be paid to the
Executive in a lump sum within sixty (60) days of such termination. No other
payments will be made or benefits or perquisites provided by the Company.

2. Section XI of the Employment Agreement shall be amended to read as follow:

         A. In the event there is a Change in Control, as defined below, any and
all unvested stock options held by the Executive shall immediately upon such
Change in Control be deemed fully vested and shall remain exercisable until the
applicable expiration dates contained in the applicable stock option agreements
pursuant to which such stock options were granted, whether or not the
Executive's employment is terminated.

         B. A "Change in Control" shall be deemed to have occurred if (i) a
tender offer shall be made and consummated for the ownership of 51% or more of
the outstanding voting securities of the Company, (ii) the Company or any
subsidiary thereof shall be merged with or into or consolidated with another
corporation and as a result of such merger or consolidation less than 75% of the
outstanding voting securities of the surviving or resulting corporation shall be
owned in the aggregate by the former shareholders of the Company, (iii) the
Company shall sell substantially all of its assets to another corporation which
is not a wholly-owned subsidiary, (iv) a person, within the meaning of Section
3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the
Securities Exchange Act of 1934, as amended, shall acquire 51% or more of the
outstanding voting securities of the Company (whether directly, indirectly,
beneficially or of record) or (v) any other event shall take place that a
majority of the Board of Directors of the Company, in its sole discretion, shall
determine constitutes a "Change in Control" for the purposes hereof. For
purposes hereof, ownership of voting securities shall take into account and
shall include ownership as determined by applying the provisions of Rule
13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities
Exchange Act of 1934, as amended.

3. Except as may be expressly set forth herein to the contrary, the Employment
Agreement remains unmodified and all other terms and conditions thereof shall
remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the
date first written above.

                                                CUC INTERNATIONAL INC.


                                                By:                           
- ---------------------------                        ----------------------------
        Amy N. Lipton                                      Kirk Shelton