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                                                             EXHIBIT 10.6

                                PROMISSORY NOTE
                                ---------------


                                                            Chicago, Illinois,
                                                            March ___, 1999

     For value received, the adequacy and sufficiency of which is hereby
acknowledged, the undersigned ("Maker") promises to pay to the order of
coolsavings.com inc. ("Holder"), the sum of ________________________________
($__________) Dollars (U.S.), plus accrued interest as provided below. All
unpaid indebtedness under this Promissory Note shall be payable to
coolsavings.com inc., at 8755 W. Higgins Road, Suite 100, Chicago, Illinois
60631 (unless otherwise notified in writing by the Holder) in lawful money of
the United States of America, and all principal indebtedness under this
promissory note ("Note") shall bear interest on the basis of a year of three
hundred sixty-five (365) days for the actual number of days elapsed at an
interest rate per annum equal to Four and 83/100 percent (4.83%) ("Loan Rate"),
before an Event of Default (as defined below) has occurred, and after an Event
of Default at the Loan Rate plus two (2%) percent. All principal and accrued
interest hereunder shall be paid to Holder as follows:

     (1)  On the first anniversary of this Promissory Note, and on each
          anniversary thereafter until paid in full, the undersigned shall pay
          to the Holder a sum equal to the accrued but unpaid interest under
          this Note; and

     (2)  On or before the fourth anniversary of the making of this Promissory
          Note, the undersigned shall pay to the Holder the entire outstanding
          principal and accrued interest hereunder.


     All payments made pursuant hereto shall be applied first towards interest
outstanding and the balance, if any, to principal. The undersigned has the right
to prepay this Note in full or in part at any time without penalty or premium.

Event of Default
----------------

     Upon the occurrence of any of the following events of default ("Event of
Default"): (a) any failure by Maker to pay any installment of principal or
interest due hereunder within fifteen (15) days after receipt of written notice
from Holder of the amount owing; (b) the appointment of a receiver or custodian
over a material portion of Maker's assets, which receiver or custodian is not
discharged within sixty (60) days of such appointment; or (c) the commencement
of any voluntary or involuntary bankruptcy or insolvency proceedings by or
against Maker, which proceedings are not set aside within sixty (60) days from
the date of institution thereof; then, at the election of Holder and without
notice, demand or presentment, the entire principal balance of this Note,
together with all accrued and unpaid interest, shall become immediately due and
payable.  All costs and expenses of collection, including, without limitation,
reasonable attorney's fees and expenses, shall be added to and become part of
the total indebtedness. Upon the occurrence of an Event of Default, Maker shall
pay upon demand all costs of collection, legal expenses and actual attorney fees
incurred or paid by the Holder in collecting or enforcing this Note.

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     Acceptance by Holder of any payment in an amount less than the amount then
due shall be deemed an acceptance on account only, and Maker's failure to pay
the entire amount then due by the applicable due date (i.e. after appropriate
notice and lapse of time as provided hereinabove) shall be and continue to be an
Event of Default. Upon the occurrence and continuance of any Event of Default,
neither the failure of Holder promptly to exercise its right to declare the
outstanding principal and accrued unpaid interest hereunder to be immediately
due and payable, nor the failure of Holder to demand strict performance of any
other obligation of Maker or any other person who may be liable hereunder, shall
constitute a waiver of any such rights, nor a waiver of such rights in
connection with any future default on the part of Maker or any other person who
may be liable hereunder.

Security Interest
-----------------

     By signature hereunder, Maker hereby grants to Holder (hereinafter also
referred to as "Secured Party"), a security interest in those certain fifty (50)
shares of Holder's common stock issued to Maker as evidenced by Certificate
Number 187 (the "Shares"), together with all proceeds and any and all property
rights which may derive from or accrue to the Shares (hereinafter collectively
"Collateral"), including, but not limited to, any additional shares of stock at
any time received by Maker as a stock dividend or stock distribution with
respect to the Shares ("Additional Shares").  Maker hereby delivers the
Collateral to Secured Party, and Secured Party acknowledges receipt of the
Collateral from Maker. Maker covenants to forthwith deliver to Secured Party any
after acquired shares of stock which would constitute Collateral.  Further,
Maker hereby authorizes Holder and/or any of Holder's representatives to hold
the Certificates representing any Additional Shares for the purposes of
perfecting the security interest herein granted.  The security interest is
granted to Secured Party for the purpose of securing payment of the obligations
evidenced by this Note.

     So long as no Event of Default has occurred, Maker shall retain all other
rights and privileges appurtenant to ownership of the shares of stock pledged as
Collateral here, including the right to vote such shares.  Maker covenants not
to sell, assign, transfer, pledge or otherwise permit any lien to attach to the
Collateral.

     In addition to all other rights and remedies herein enumerated or otherwise
permitted by law, upon the occurrence of an Event of Default under this
Agreement, Secured Party shall have the following additional rights and
remedies: (a) the right to sell, assign, deliver, encumber, or otherwise dispose
of any of the Collateral at a private or public sale; and (b) the right to apply
the proceeds of such sale or disposition: first, to the reasonable expenses of
retaking, holding, preparing for sale or selling, or the like; second, to the
attorney's fees and legal expenses of Secured Party in connection with such sale
or disposition; third, to reduce the obligation evidenced by this Note.  Only
after full payment of the Maker's obligations, and any other payments
contemplated in this Note, need the Secured Party account to Maker for any
surplus, or return to Maker any Collateral then remaining in the possession of
Secured Party.

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Limited Recourse
----------------

     Notwithstanding anything herein to the contrary, Maker's personal liability
on this Note is limited to the amount of Twenty-Four Thousand One Hundred
Eighty-Four and 40/100 ($24,184.40) Dollars (U.S.), plus all accrued interest
                                                    ----
under the Note, plus all costs of collection, if any.  Provided however, this
                ----
paragraph shall not be construed to interfere with or limit the Holder's right
to recover all or part of the outstanding liability under this Note from
disposition of the Collateral.

Other Provisions
----------------

     As used in this Note, the word "Holder" shall mean the payee or other
endorsee of this Note, who is in possession of it, or the bearer of said Note,
if this Note is at the time payable to the bearer. The word "Maker" shall mean
each of the undersigned.

     Each maker, surety, endorser, guarantor, and/or every other person at any
time liable for the payment of the debt evidenced herein, hereby waives notice
of presentment, demand of payment, demand and notice of dishonor or nonpayment,
protest or notice of protest of this Note, and does hereby consent and agree to
all extensions and renewals of this Note, without notice.

     If, from any circumstance whatsoever, interest payable hereunder to the
Holder hereof is in excess of the maximum lawful amount, the interest payable to
the Holder hereof shall be reduced to the maximum amount permitted under
applicable law; and if from any circumstance the Holder hereof shall ever
receive anything of value deemed interest by applicable law in excess of the
maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal hereof and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
hereof, such excess shall be refunded to the undersigned. All interest paid or
agreed to be paid to the Holder hereof shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full period until payment in full of the principal so that the interest hereon
for such full period shall not exceed the maximum amount permitted by applicable
law.

     This Note shall be binding upon Maker and his or her successors and
assigns, and the benefits hereof shall inure to Holder and its successors and
assigns. Headings contained herein are for convenience only, and shall not be
used to construe the terms of this Note. This Note shall be deemed to have been
executed in Chicago, Illinois and its interpretation and construction shall be
governed by the laws of the State of Illinois.


                                        "Maker"


                                        __________________________________

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