<PAGE>

                                 LICENSE TO USE
                  THE AIR MILES TRADEMARKS IN THE UNITED STATES



                                     BETWEEN



                      AIR MILES INTERNATIONAL HOLDINGS N.V.



                                       AND



                        ALLIANCE DATA SYSTEMS CORPORATION







                                  July 24, 1998




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                             <C>
   1           DEFINITIONS ...........................................................          1
   2           LICENSE ........................................................ ......          6
   3           SUB-LICENSE RIGHTS ....................................................          7
   4           STANDARDS OF QUALITY ..................................................          9
   5           USE OF THE MARKS ......................................................          10
   6           USE OF ADSC MARKS .....................................................          11
   7           ASSIGNMENT OF UNITED STATES MARKS .....................................          11
   8           ROYALTY FREE LICENSES .................................................          11
   9           REGISTRATION AND RENEWALS .............................................          11
   10          REPRESENTATIONS AND WARRANTIES ........................................          12
               10.1        AMIH Warranties ...........................................          12
               10.2        ADSC Warranties ...........................................          13
   11          TITLE AND GOODWILL ....................................................          14
   12          INDEMNITY .............................................................          15
   13          INFRINGEMENT ..........................................................          15
   14          DURATION AND TERMINATION ..............................................          16
   15          NON-COMPETITION .......................................................          18
   16          ASSIGNMENT/SUCCESSORS .................................................          18
   17          NOTICES ...............................................................          19
   18          CONFIDENTIALITY .......................................................          20
   19          DISPUTE RESOLUTION ....................................................          21
               19.1        General ...................................................          21
               19.2        Negotiations between Executives ...........................          21
               19.3        Binding Arbitration .......................................          21
               19.4        Expedited Binding Arbitration .............................          24
   20          MISCELLANEOUS .........................................................          25
               20.1        Name, Captions ............................................          25
               20.2        Entire Agreement and Relationship Between the Parties .....          25
               20.3        Amendments ................................................          25
               20.4        Severability ..............................................          25
               20.5        Specific Performance/Injunctive Relief ....................          26
               20.6        Remedies Cumulative .......................................          26
               20.7        No Waiver .................................................          26
               20.8        Further Assurances ........................................          27
               20.9        Extended Meanings .........................................          27
               20.10       No Third Party Beneficiaries ..............................          27
               20.11       Counterparts ..............................................          27
               20.12       No Liability of Shareholders ..............................          27
               20.13       Statutory References ......................................          28
               20.14       Business Day Payments .....................................          28
               20.15       References ................................................          28
               20.16       Currency ..................................................          28
               20.17       Schedules .................................................          28
               20.18       Limitation of Liability ...................................          29

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                                      -2-


               20.19       Time of the Essence .......................................          29
               20.20       Costs and Expenses ........................................          29
               20.21       Excusable Delays ..........................................          29
               20.22       Governing Law and Attornment ..............................          30
</TABLE>

<PAGE>

          LICENSE TO USE THE AIR MILES TRADEMARKS IN THE UNITED STATES


         THIS AGREEMENT is dated the 24th day of July, 1998 between AIR MILES
INTERNATIONAL HOLDINGS N.V. of Landhuis Joonchi, Kaya Richard J. Beaujon z/n,
P.O. Box 837, Curacao, Netherlands Antilles ("AMIH") and ALLIANCE DATA SYSTEMS
CORPORATION of 5001 Valley Road, Suite 620, West Tower, Dallas, Texas, U.S.A.
75244- 3910 ("ADSC").

         WHEREAS ADSC has agreed to purchase all of the shares of LMGC pursuant
to the Share Purchase Agreement which agreement contemplates this agreement and
relationship and such transaction is intended to close on the date hereof; and

         WHEREAS AMIH is entitled to grant the licenses herein to ADSC and is
willing to license and allow ADSC to use the AMIH Marks and adopt the Licensed
Names in the Territory on the terms and conditions set out in this Agreement.

         NOW THEREFORE, in consideration of the business relationship between
the Parties, including as set out in the Related Agreements and through the
Share Purchase Agreement including the sum of one hundred dollars (U.S.), the
mutual covenants contained herein, and other good and valuable consideration
(the receipt and sufficiency of which are acknowledged by the Parties), the
Parties hereto agree as follows:


                                    ARTICLE 1
                                   DEFINITIONS

1.1      Definitions

         "ADSC MARKS" means the Marks owned by ADSC or its Affiliates whether
pending or registered in accordance with the Lanham Act, from time to time,
particulars of which are set out in Schedule 2 hereof and as such Schedule may
be updated and/or those Marks developed, owned and used by ADSC or its
Affiliates or sub- licensees in the Territory from time to time (and as such
Marks may be modified or supplemented).

         "AFFILIATE" means a Person directly or indirectly controlling,
controlled by or under common control with a party.

         "AIR MILES DEVICE" means the design mark as depicted in United States
Trade-mark Registrations Nos. 1,771,774 and 1,819,474.

<PAGE>

                                      -2-


         "AGREEMENT" means this agreement including any recitals and schedules
to this agreement, as amended, supplemented or restated in writing from time to
time.

         "AMIH MARKS" means the United States Marks and the Non- United States
Marks collectively.

         "BANKRUPTCY" shall be considered to occur in respect of a Party if:

         (i)      any voluntary proceeding is commenced (by the filing of any
                  originating process, notice or assignment or otherwise) by the
                  Party pursuant to an Insolvency Act;

         (ii)     an involuntary case or other proceeding is commenced (by the
                  filing of any originating process or otherwise) against the
                  Party pursuant to an Insolvency Act, and

                  (a)      such case or proceeding is not contested,
                           diligently and on a timely basis, by that Party,

                  (b)      Bankruptcy occurs in respect of that Party within the
                           meaning of any other paragraph of this definition
                           during the contestation of such case or proceeding,
                           or

                  (c)      such case or proceeding is not dismissed, withdrawn
                           or permanently stayed within sixty (60) days of
                           commencement;

         (iii)    any voluntary proceeding is commenced (by the filing of any
                  originating process or notice or otherwise) by or respecting a
                  Party pursuant to the corporate or company statute under which
                  Party is organized from time to time or any other statute of
                  any relevant jurisdiction which is not an Insolvency Act
                  seeking any stay of creditor remedies or moratorium,
                  compromise, arrangement, adjustment, extension or
                  reorganization of debts or other liabilities;

         (iv)     any voluntary or other proceeding is commenced (by the
                  filing of any originating process or notice or
                  otherwise) by or against the Party seeking appointment
                  (provisional, interim or permanent) of a receiver,
                  manager, receiver and manager, trustee, sequestrator,
                  custodian, liquidator or Person with like or comparable
                  powers for that Party or for all or substantially all
                  of its property, assets and undertaking, and

                  (a)      such proceeding is not contested, diligently and
                           on a timely basis, by that Party;

<PAGE>

                                      -3-


                  (b)      Bankruptcy occurs in respect of that Party within the
                           meaning of any other paragraph of this definition
                           during the contestation of such proceeding, or

                  (c)      such proceeding is not dismissed, withdrawn or
                           permanently stayed within sixty (60) days of
                           commencement;

         (v)      any secured creditor of the Party takes possession or control
                  (actual or constructive) of, or appoints any agent, receiver,
                  manager, receiver and manager or Person with like or
                  comparable powers in respect of, that Party or all or
                  substantially all of its property, assets and undertaking; or

         (vi)     a majority of the directors or shareholders of the
                  Party voting thereon pass or ratify any resolution (A)
                  except as part of a bona fide corporate reorganization,
                  for its liquidation, winding up or dissolution, (B) to
                  authorize any voluntary proceeding by or in respect of
                  that Party described above or (C) to consent to or
                  refrain from contesting any proceeding or step against
                  or in respect of that Party or its property, assets or
                  undertaking described above.

         "BUSINESS" means the business carried on by ADSC in connection with
which the United States Marks are used.

         "BUSINESS DAY" means any day of the year, other than a Saturday, Sunday
or any day on which the banks are required or authorized to close in Dallas,
Texas, United States of America.

         "CANADIAN PROGRAMME" means any program(s) or business(es) that
involve(s) three (3) or more sponsoring companies in any product or service
category or industry and which offer(s) only entitled members with addresses in
Canada or any other geographic region in which ADSC or any of its Affiliates has
a license from AMIH to similar effect to this Agreement, airline seats, airline
miles, airline or any other services, awards or value of any nature (whether or
not by virtue of exchanging, converting or redeeming coupons, tickets, points or
other tangible or intangible rights) in connection with the purchase of goods or
services of any party and which operates for more than three (3) months duration
and the operation of travel agency services.

         "CATEGORY" means the business sector granted to a Sponsor
within the Territory.

         "CONCURRENT USE AGREEMENT" means the Concurrent Use Agreement between
AMIH, Air Miles International Trading B.V., Air Miles Travel Promotions Limited,
Loyalty Management Group Inc., LMGC, and AMI Funding, Inc. entered into as of
the 13th day of May, 1994, as amended, supplemented or restated in writing from
time to time.

<PAGE>

                                      -4-


         "INCLUDING" The terms "include", "including" and "such as" are
illustrative and not limitative and shall be interpreted to mean "including
without limitation"

         "INSOLVENCY ACT" means the any bankruptcy, insolvency or other similar
law or statute of the United States or any other relevant jurisdiction relating
to bankruptcy, insolvency, stay of creditor remedies, moratorium, compromise,
arrangement, extension, adjustment or reorganization of debts or other
liabilities, liquidation, winding up or dissolution.

         "INTERNLC REGISTRATION RIGHTS" means all rights associated with the
registration of a Mark, being a domain name or URL with InterNIC or any other
entity now or hereafter serving a domain name registration function with respect
to any jurisdiction, including the Territory.

         "LICENSED NAME" means any corporate name, trading style and/or business
name of ADSC or its Affiliates which is or includes any United States Mark.

         "LMGC" means Loyalty Management Group Canada Inc. a Canadian
company with its office located at 4110 Yonge Street, Suite 200,
North York, Ontario Canada.

         "MARK" means any name, brand, mark, trademark, service mark, trade
dress, trade name, business name, Uniform Resource Locator ("URL"), domain name
or other indicia of origin.

         "MARKETING SPECIFICATIONS" means AMIH's reasonable standards and
guidelines relating to the permitted use, depiction, graphic display, marketing,
advertising and promotion of any of the AMIH Marks and any Licensed Name in
association with the Programme, as they may be amended, modified or supplemented
from time to time in accordance with this Agreement, which shall be reflected in
writing.

         "MASTER SPECIFICATIONS" means the applicable Quality
Specifications and Marketing Specifications for the Programme.

         "NON-UNITED STATES MARKS" means the registered or common law trademarks
and service marks subsisting outside the Territory comprising or including the
words Air Miles or the Air Miles Device and which are owned or used by AMIH or
any of its Affiliates, licensees, successors or assignees.

         "PARTY" means either AMIH or ADSC; and "Parties" means AMIH and ADSC
collectively.

         "PERSON" includes an individual, a legal personal representative,
corporation, company, body corporate, partnership, limited partnership, joint
venture, syndicate,

<PAGE>

                                      -5-


trust, unincorporated organization, the United States government or any agency
or instrumentality thereof, regulatory authority or any other entity recognized
by law, howsoever designated or constituted.

         "PROGRAMME" means any program(s) or business(es) that
involve(s) three (3) or more sponsoring companies in any product or service
category or industry and which offer(s), only entitled members with addresses in
the Territory or any other geographic region in which ADSC or any of its
Affiliates has a license from AMIH to similar effect to this Agreement, airline
seats, airline miles, airline or any other services, awards or value of any
nature (whether or not by virtue of exchanging, converting or redeeming coupons,
tickets, points or other tangible or intangible rights) in connection with the
purchase of goods or services of any party and which operates for more than
three (3) months duration and the operation of travel agency services.

         "QUALITY SPECIFICATIONS" means AMIH's reasonable specifications
relating to the standards of the wares or services bearing the United States
Marks for the Programme, as they may be amended, modified or supplemented from
time to time in accordance with this Agreement, which shall be reflected in
writing.

         "RELATED AGREEMENTS" means collectively, the United States
Intellectual Property License and the Concurrent Use Agreement.

         "SHARE PURCHASE AGREEMENT" means the agreement for the purchase of all
the shares of LMGC made as of June 26, 1998, as amended in writing from time to
time, among ADSC and each of the shareholders of LMGC at that date.

         "SPONSORS" means those businesses participating in the Programme in
conjunction with the offer of wares or services to consumers within the
Territory and includes the Suppliers.

         "SUPPLIERS" means those businesses offering wares or services in
connection with exchanges, conversions or redemptions under the Programme.

         "TERRITORY" means the current geographic area and territory of the
United States of America including Puerto Rico and any other area or territory
which becomes a state of the United States of America, unless AMIH or its
licensees are operating a Programme (except that the entitled members thereof
have addresses in the area or territory rather than the Territory) in that area
or territory at the time it becomes a state.

         "THIRD PERSON" means any Person other than AMIH and its Affiliates and
ADSC and its Affiliates.

<PAGE>

                                      -6-


         "UNITED STATES INTELLECTUAL PROPERTY LICENSE" means the
Licence to Use and Exploit the Air Miles Scheme in the United
States between Air Miles International Trading B.V. and ADSC of
even date herewith;

         "UNITED STATES MARKS" means the Marks owned by AMIH or its Affiliates
whether pending or registered in accordance with the Lanham Act, from time to
time, particulars of which are set out in Schedule 1 hereof and as such Schedule
may be updated by agreement of the Parties and/or those Marks owned by AMIH or
its Affiliates and used in the Territory by AMIH or its licensees in association
with the Programme from time to time (and as such Marks may be modified or
supplemented by agreement of the Parties), excluding the ADSC Marks;


                                    ARTICLE 2
                                     LICENSE

2.1 AMIH hereby grants to ADSC, subject to the terms of this Agreement, an
exclusive right and license to use the United States Marks in the Territory in'
association with the Programme only and the marketing, advertising and promotion
thereof in any media in the Territory or any other geographic region in which
ADSC or any of its Affiliates has a license from AMIH to similar effect to this
Agreement, including the right to sub-license the use of the United States Marks
in the Territory in accordance with the provisions of this Agreement. Provided
that ADSC's use of a Non-United States Mark in the Territory in association with
the Programme would not violate the rights of any Third Person (which has not
obtained such rights from or through AMIH or an Affiliate), AMIH hereby grants
to ADSC, subject to the terms of this Agreement, an exclusive right and license
effective from the date hereof to use the Non-United States Marks in the
Territory in association with the Programme only, including the right to
sub-license the use of such Non-United States Marks in the Territory in
accordance with the provisions of this Agreement. Except as provided in Article
2.3 herein, AMIH agrees not to license to anyone else the right to use a
Non-United States Mark in the Territory. The exclusivity of the license is
subject to the rights of AMIH, its Affiliates, successors and assignees together
with their respective licensees and sub-licensees mentioned in Articles 2.3 and
2.4 hereafter.

2.2 AMIH hereby grants a non-exclusive right to ADSC, with a right to
sub-license its applicable Sponsors and sub-licensees, for and further agrees
that it will not and will ensure that its Affiliates, successors, assignees or
any of their licensees or sub-licensees will not object to the use of the AMIH
Marks outside the Territory by such of the Sponsors as provide travel or
entertainment related services for business and other travellers including, for
the avoidance of doubt, airline, car rental and/or hotel services and/or by ADSC
and/or by ADSC's applicable sublicensees only in connection with the provision
of travel or entertainment related services including, for the avoidance of
doubt, airline, car rental and/or hotel

<PAGE>

                                      -7-


services to the extent only that such use is incidental to the operation of the
Programme in the Territory. ADSC shall not itself have any other right to use
the AMIH Marks outside the Territory. ADSC's right to use of the AMIH Marks
outside the Territory shall include the right to display, for the purposes of
promotion and advertisement, such Marks including on or through the World Wide
Web on the Internet or through other electronic media.

2.3 Notwithstanding Article 2.1 ADSC shall not object to the use of the AMIH
Marks by AMIH, its Affiliates, successors and assignees together with their
respective licensees and sub- licensees in the Territory only in connection with
the provision of travel or entertainment related services including, for the
avoidance of doubt, airline, car rental and/or hotel services to persons
providing travel or entertainment related services for business and other
travellers, to the extent only that such use is incidental to the rights of
AMIH, its Affiliates, successors and assignees together with their respective
licensees or sub- licensees to carry out activities in connection with the
operation of sales promotion and/or incentive or loyalty schemes outside of the
Territory.

2.4 AMIH, its Affiliates, successors and assignees may use the United
States-Marks in the Territory for the purposes of promoting their activities to
issuers or potential issuers of points, credits, vouchers or other incentives in
connection with the operation of sales promotion and/or incentive or loyalty
schemes conducted outside the Territory. In so doing, AMIH, its Affiliates,
successors and assignees must co-operate with ADSC with respect to the promotion
of the Business. ADSC, its Affiliates, successors and assignees may use the
Non-United States Marks outside of the Territory for the purposes of privately
promoting their activities to issuers or potential issuers of points, credits,
vouchers or other incentives in connection with the operation of sales promotion
and/or incentive or loyalty schemes conducted in the Territory, but shall not
make such advertisements or promotion to the public in general.

2.5 Subject to this Agreement, AMIH reserves the right to use and license the
use of the AMIH Marks outside the Territory, whether in connection with sales
promotion and incentive schemes similar to the Programme or otherwise.

2.6 The Parties agree that the Concurrent Use Agreement shall not be amended or
terminated during the term of this Agreement without the prior written consent
of the Parties.


                                    ARTICLE 3
                               SUB-LICENSE RIGHTS

3.1 AMIH agrees that ADSC may grant non-exclusive sub-licenses to Sponsors to
use the United States Marks in the Territory in connection with the Programme
only, with or without exclusivity in the relevant Category. If the terms and

<PAGE>

                                      -8-


conditions of such sub-licenses are consistent with the terms and conditions of
the current sub-license arrangements with the Sponsors currently sub- licensed
by LMGC in Canada in conjunction with participation by those Sponsors in the
Canadian Programme, AMIH hereby grants its consent to such sub-licenses. If the
terms and conditions of such sub-licenses are not consistent with such current
sub-license arrangements, ADSC shall submit to AMIH a copy of each such license
agreement and AMIH shall provide written notice of any objections thereto within
ten (10) Business Days, failing which AMIH shall be deemed to have consented to
such sub-license arrangement. In any event, AMIH's consent to such sub-licenses
shall not be unreasonably withheld.

3.2 AMIH agrees that ADSC may agree in the sub-license agreements as mentioned
under Article 3.1 with Sponsors in respect of the Programme in the Territory
that neither AMIH nor their Affiliates, successors, assignees, licensees or sub-
licensees will object to the use by such Sponsors of the AMIH Marks outside the
Territory only to the extent that such use is in accordance with the rights
granted in Article 2.2 above.

3.3 It shall be a term of all sub-licenses granted pursuant to Article 3.1 above
that the Sponsors undertake not to engage in any advertising or promotion
outside the Territory for the Programme or the participation of the Sponsors in
the Programme PROVIDED ALWAYS that incidental references to the participation of
the Sponsors in the Programme in the Territory may be made in promotional
materials such as brochures outside the Territory incidental to the distribution
inside the Territory provided that any use of the Marks in such promotional
materials shall clearly indicate that the Sponsors participate in the Programme
in the Territory and that the Programme is only open to entitled members with
addresses in the Territory.

3.4 In this Agreement, where ADSC agrees to ensure that all sub- licensees of
the AMIH Marks appointed by ADSC comply with an obligation, this means:
         (i)      ADSC shall impose a contractual obligation on the sub-
                  licensees to observe such obligations; and

         (ii)     where ADSC becomes aware of any non-compliance by any
                  sub-licensee with any such obligation, ADSC shall use
                  reasonable efforts to ensure that such sub-licensee complies
                  with such obligation.

3.5 The Parties acknowledge that ADSC has no obligation to (but may) amend any
agreement with any existing Sponsor and that any and all such agreements with
any Sponsors remain unaffected hereby.

3.6 For greater clarity, ADSC may sub-license its rights hereunder to an
Affiliate to the extent considered by ADSC, acting reasonably, advisable for the
operation of travel agency services in the Territory.

<PAGE>

                                      -9-


                                    ARTICLE 4
                              STANDARDS OF QUALITY

4.1 In using the AMIH Marks hereunder ADSC shall comply so far as it is capable
of doing so and shall ensure that all sub- licensees of the AMIH Marks appointed
by ADSC comply so far as they are capable of doing so in the manufacturing and
distribution, advertising, marketing and promotion of wares and services under
the AMIH Marks in relation to the Programme with all applicable laws in force in
the Territory and all other countries in which sub-licensees appointed by ADSC
use the AMIH Marks in the manufacture and distribution, advertising, marketing
and promotion of wares or services under such AMIH Marks in relation to the
Programme.

4.2 In using the AMIH Marks here under, ADSC shall and shall cause its
sub-licensees to meet the Master Specifications, provided that:

         (i)      subject to Article 4.2(ii) below, on an ongoing basis, the
                  Master Specifications are the Master Specifications imposed by
                  AMIH and maintained by LMGC in respect of the Canadian
                  Programme at the date. of this Agreement; and

         (ii)     the Master Specifications may be amended, modified or
                  supplemented from time to time by AMIH, provided that ADSC
                  consents to the changes in such Master Specifications and is
                  provided with a reasonable period of time to comply with such
                  changes. ADSC will have a period of ninety (90) days to
                  rectify any breach of the Master Specifications after receipt
                  from AMIH of notice of such breach, providing particulars of
                  such breach. Any extension of the cure period may be mutually
                  agreed upon by the Parties, acting reasonably, taking into
                  account primarily the materiality and nature of the breach and
                  the impact of the breach on AMIH's rights in the AMIH Marks
                  and otherwise what would be a reasonable time within which to
                  effect a cure and any reasonable efforts ADSC is making to
                  meet the Master Specifications. ADSC will not be in breach of
                  this Agreement if it is meeting most of the Master
                  Specifications and is taking reasonable steps to meet the
                  balance of the Master Specifications, any failure to comply
                  with any Master Specification does not negatively impact
                  customer perceptions of quality or negatively affect any of
                  AMIH's rights in the AMIH Marks and/or are not material to
                  customer perceptions. If a dispute arises between AMIH and
                  ADSC as to the materiality of a breach of the Master
                  Specifications, the matter will be resolved pursuant to
                  Article 19.

<PAGE>

                                      -10-


                                    ARTICLE 5
                                USE OF THE MARKS

5.1 ADSC shall be entitled to use any or all of the United States Marks
including the words Air Miles as or as part of the
Licensed Name(s) of ADSC or any of its Affiliates incorporated in the Territory
provided that it is legally able to do so.

5.2 ADSC may use any URL featuring any or part of the United States Marks
including the words Air Miles and may use a domain name featuring any or part of
the United States Marks including the words Air Miles including for any
Internet-based products or services that ADSC offers as part of or in
furtherance of the Programme, providing such URL or domain name includes an
identifier of the Territory. ADSC's web site accessed through such domain name
must also identify the Territory. ADSC may own any InterNIC Registration Rights
therein in its sole discretion.

5.3 AMIH and ADSC agree to consider in good faith any incidents of actual
confusion or circumstances giving rise to a reasonable apprehension of confusion
between the operation of the Programme by ADSC and/or its sub-licensees of the
AMIH Marks and the activities of AMIH and their respective Affiliates and/or
licensees under the AMIH Marks which may come to the attention of either Party
and the Party responsible for such incidents of confusion or circumstances shall
take reasonable steps to ensure that similar confusion or potential confusion
does not arise in the future.

5.4 Where ADSC becomes aware of a material or persistent breach, that materially
affects the rights of AMIH, of the terms of any sub-license by a sub-licensee of
the AMIH Marks appointed by ADSC and such breach continues for at least sixty
(60) days after ADSC has given notice requiring the breach to be remedied ADSC
shall by means of an escalating course of discipline culminating in termination
assert the rights legally available to it to ensure compliance with the
provisions of such sub-license agreement.

5.5. Where ADSC becomes aware of a challenge to the validity of, or entitlement
of ADSC to use or license any of the AMIH Marks by a sub-licensee of the AMIH
Marks appointed by ADSC, ADSC shall by means of an escalating course of
discipline culminating in termination assert the rights legally available to it
to ensure compliance with the provisions of such sub-licensee's sub-license in
relation to such AMIH Marks.

<PAGE>

                                      -11-


                                    ARTICLE 6
                                USE OF ADSC MARKS

6.1 ADSC may use, continue to use and adopt any ADSC Marks in respect of any
wares and services including in relation to the Programme and in association
with any of the United States Marks. ADSC may register any ADSC Marks in the
Territory in respect of any wares and services including in relation to the
Programme. ADSC may associate intellectual property belonging to a Third Person
with the United States Marks or Licensed Names. ADSC may co-mingle the ADSC
Marks with the United States Marks and Licensed Names. Further, any Marks which
are developed after the date hereof by ADSC and which are not confusingly
similar to AMIH Marks shall be owned by ADSC and AMIH and/or any of its
Affiliates shall not have any ownership rights whatsoever therein and shall not
use, adopt or register such Marks (in any jurisdiction where they would be
registrable by ADSC) in the world. None of the foregoing shall permit ADSC to do
anything which would impair any of the rights of AMIH in the AMIH Marks in the
Territory.

6.2 ADSC may provide services and distribute wares and invest in businesses or
non-commercial enterprises under the ADSC Marks.


                                    ARTICLE 7
                        ASSIGNMENT OF UNITED STATES MARKS


7.1 If AMIH wishes to assign or transfer the United States Marks, either
directly or indirectly by or through AMIH or AMIH's Bankruptcy, other than to an
Affiliate, no such assignment or transfer shall be effective unless AMIH
provides ADSC notice of its intention to do so and gives ADSC thirty (30) days
written notice within which to bid on such United States Marks for the purposes
of owning either directly or indirectly such United States Marks. The foregoing
provision shall not, in any way, obligate AMIH to accept any bid which ADSC
submits. Any such assignee or transferee must be bound in writing by the grant
of the license set out in this Agreement.


                                    ARTICLE 8
                              ROYALTY FREE LICENSES


8.1 The Licenses granted hereunder by AMIH to ADSC shall be royalty free.


                                    ARTICLE 9
                            REGISTRATION AND RENEWALS


9.1 AMIH shall, for so long as this Agreement remains in force, ensure that the
registrations of such of the United States Marks as are registered will be

<PAGE>

                                      -12-


renewed as and when they fall due for renewal. Subject to Article 11.4 solely,
the costs of the renewals or registrations and all expenses in relation to the
United States Marks incurred from the date hereof shall be paid in full by AMIH.

9.2 ADSC shall not and shall make reasonable efforts to ensure that all
sub-licensees of the AMIH Marks appointed by ADSC shall not use or register, in
respect of any relevant wares and/or services, any trademark being the same or
confusingly similar to any of the AMIH Marks without the prior consent of AMIH.
9.3 AMIH shall if requested by ADSC make such further applications in the
Territory for the AMIH Marks as both Parties hereto shall consider necessary or
desirable having in mind reasonable costs and expenses for the protection of
their trading activities and such Marks shall be licensed to ADSC in accordance
with the terms of this Agreement. AMIH shall bear the costs of such applications
and any subsequent registrations or renewals. Any trade-mark covered by such
application shall be deemed to be a Mark pursuant to this Agreement and shall be
added to the United States Marks. Nothing in the foregoing provision is intended
to prevent ADSC from itself applying to register trademarks which ADSC uses or
otherwise adopts or intends to use or adopt provided that such trade-marks are
not confusingly similar to any of the AMIH Marks.

9.4 Should AMIH develop or own or be entitled to use any new Mark(s) which it
wishes to add to the United States Marks, it or they shall be so added after
consultation with ADSC and on terms and conditions acceptable to ADSC. In any
case, ADSC need not adopt any such additional Marks unless a reasonable
transition period is agreed to by the Parties for the adoption of such Marks.
Determinations that Marks are to be added to the United States Marks should be
reduced to writing and added to the list of Marks in Schedule 1 to this
Agreement.


                                   ARTICLE 10
                         REPRESENTATIONS AND WARRANTIES


10.1     AMIH Warranties

AMIH hereby represents and warrants to ADSC as of the date of this Agreement the
following:

         (i)      to the best of AMIH's knowledge and belief, AMIH has full
                  power and authority to enter into and perform this Agreement,
                  including to grant the license in Article 2 and to perform
                  each and every covenant and agreement herein contained;

<PAGE>

                                      -13-


         (ii)     this Agreement has been duly authorized, executed and
                  delivered by AMIH and constitutes a valid, binding and legally
                  enforceable agreement of AMIH;

         (iii)    to the best of AMIH's knowledge and belief, the execution and
                  delivery of this Agreement, and the performance of the
                  covenants and agreements herein contained, are not restricted
                  by and do not conflict with any material commercial
                  arrangements, obligations, contracts, agreements or
                  instruments to which AMIH is either bound or subject;

         (iv)     to the best of AMIH's knowledge and belief, AMIH's performance
                  of this Agreement will not contravene or breach any laws or
                  regulations of the Territory or of any state or territory of
                  the Territory which could give rise to the imposition of a
                  material fine, penalty or sanction levied on ADSC by any
                  applicable regulatory authority in the Territory;

         (v)      AMIH has not granted any rights or licenses, which are
                  subsisting at the date hereof, to any of its Affiliates or to
                  any other Third Party to use the United States Marks in the
                  Territory save in the circumstances' permitted in Articles 2.3
                  and 2.4 above;

         (vi)     the registrations for the United States Marks
                  identified in Schedule 1 on the effective date of this
                  Agreement subsist on the United States Trademark
                  Register in the name of AMIH.  To the best of AMIH's
                  knowledge and belief there are no opposition
                  proceedings currently pending against such Marks in the
                  U.S. Patent and Trademarks Office, there have been no
                  court proceedings successfully challenging the validity
                  of such Marks, and no court proceedings challenging the
                  validity of such Marks are currently outstanding; and

         (vii)    except for the Concurrent Use Agreement, AMIH is not a party
                  to or bound by any contract or other obligation whatsoever
                  that limits or impairs its ability to license the United
                  States Marks to ADSC.

10.2     ADSC Warranties

         ADSC hereby represents and warrants to AMIH as of the date of this
Agreement the following:

         (i)      ADSC has full power and authority to enter into and perform
                  this Agreement and to perform each and every covenant and
                  agreement herein contained;

         (ii)     this Agreement has been duly authorized, executed and
                  delivered by ADSC and constitutes a valid, binding and legally
                  enforceable agreement of ADSC;

<PAGE>

                                      -14-


         (iii)    to the best of ADSC's knowledge and belief, the execution and
                  delivery of this Agreement, and the performance of the
                  covenants and agreements herein contained, are not restricted
                  by and do not conflict with any material commercial
                  arrangements, obligations, contracts, agreements or
                  instruments to which ADSC is either bound or subject; and

         (iv)     to the best of ADSC's knowledge and belief, ADSC's performance
                  of this Agreement will not contravene or breach any laws or
                  regulations of the Territory or of
                  any province or territory of the Territory which could give
                  rise to the imposition of a fine, penalty or sanction by any
                  applicable regulatory authority in the Territory.


                                   ARTICLE 11
                               TITLE AND GOODWILL

11.1 ADSC acknowledges that its sole right to use the AMIH Marks and any
trademarks confusingly similar there to derives from this Agreement and that it
does pot have any rights to use the AMIH Marks or any marks confusingly similar
thereto save as provided herein. ADSC agrees to include in all sub-licenses an
acknowledgment by sub-licensees appointed by ADSC to use the AMIH Marks that
their sole right to use the AMIH Marks and any trademarks confusingly similar
thereto derives from such sub-license and that they do not have any rights to
use the AMIH Marks or any marks confusingly similar thereto save as provided
therein.

11.2 ADSC shall, if reasonably requested by AMIH from time to time and to the
extent practicable, for the protection of the AMIH Marks include and ensure that
any sub-licensees of the AMIH Marks appointed by ADSC within a reasonable period
of time include in advertisements in the press and elsewhere and on the goods or
labels or containers used in connection with the sale of the goods and/or the
provision of services under the AMIH Marks a notice to the effect that the AMIH
Marks and each of them are trademarks of AMIH or its successors in title.

11.3 All rights arising from the use by ADSC or its sub-licensees of the AMIH
Marks shall inure to the benefit of AMIH or its successors in title and all
goodwill symbolized by the AMIH Marks shall belong to and accrue to AMIH or its
successors in title.

11.4 The Parties acknowledge that use of the United States Marks by ADSC in the
Territory may be required to maintain the validity of the United States Marks.
If AMIH, acting reasonably, considers that any one of the United States Marks
has not been used in the Territory in relation to the Programme, it shall be
entitled to serve notice on ADSC requesting brief details of any use of the
relevant United States Marks within the period of four years prior to the date
of the notice or within a

<PAGE>

                                      -15-


period of three months after the date of the notice. If in the reasonable
opinion of AMIH, ADSC has not demonstrated that use of the relevant United
States Marks has taken place to the extent necessary to preserve and maintain
the validity of the said registration for the United States Marks and provided
such United States Marks are material to the United States business of ADSC,
AMIH may, in its sole discretion, require ADSC to make use of such United States
Mark solely to the extent required to maintain the registration of such United
States Mark. Notwithstanding the foregoing, AMIH has the option not to renew any
registration of such United States Mark if ADSC is not using such in the
Territory.

                                   ARTICLE 12
                                    INDEMNITY


12.1 ADSC shall indemnify AMIH and hold it harmless and defend it from and
against all damage, including reasonable counsel fees, which AMIH may incur in
respect of all claims which may be made against AMIH (whether separately or as
joint defendants) arising out of the manufacture, packaging, or any other cause
relating to any wares sold and/or services provided by or on behalf of ADSC or
its sub-licensees under the AMIH Marks, except insofar as any such claim may be
found to arise from any omission or failure on the part of AMIH.

12.2 AMIH shall indemnify ADSC and hold it harmless and defend it from and
against all damages, including reasonable counsel fees, which ADSC may incur as
a result of any breach of warranties as stated in Article 10 with regard to the
United States Marks only.


                                   ARTICLE 13
                                  INFRINGEMENT

13.1 The Parties agree to give each other prompt written notice of any
infringement or other similar action in or affecting the Territory by a Third
Party of the AMIH Marks known to them.

13.2 In the event of such infringement or other similar action, ADSC has the
obligation to protect any of the Non-United States Marks which ADSC has been
using in the preceding 12 month period and the United States Marks in the
Territory and may decide whether or not any action is necessary for such
protection and what such action might be, taking into account the interests of
both Parties. ADSC has the right to act in its own name or if necessary in the
name of AMIH. For the term of this Agreement AMIH hereby gives ADSC a power of
attorney in the form attached hereto as Schedule 3 to act on its behalf if any
action in or out of court in connection with such actions is necessary. ADSC
will select counsel, to which AMIH has no reasonable objection and AMIH will
provide reasonable assistance, including by providing information, documents and
things in response to discovery

<PAGE>

                                      -16-


requests, by providing at mutually convenient times witnesses for discovery,
depositions and trial testimony, and by permitting ADSC to cause AMIH to be
named as a party plaintiff or co- plaintiff in U.S. litigation. All expenses,
including any expenses incurred by AMIH to provide such assistance, shall be
borne by ADSC and ADSC shall be entitled to any amounts awarded to ADSC or AMIH.
ADSC shall not enter into any settlement of such actions without the written
consent of AMIH, which consent shall not be unreasonably withheld.

13.3     If any action or proceeding is brought or asserted by ADSC,
under the authority granted to it under Article 13.2, ADSC will promptly notify
AMIH in writing. AMIH may assume and direct the action or proceeding only
provided that ADSC initiates no action or takes no action in such action or
proceeding. Upon assumption of the action or proceeding by AMIH, all expenses
shall be borne by AMIH and AMIH shall be entitled to any amounts awarded to ADSC
or AMIH. AMIH shall not enter into any settlement of such actions without the
written consent of ADSC, which consent shall not be unreasonably withheld.


                                   ARTICLE 14
                            DURATION AND TERMINATION

14.1 This Agreement shall continue in force indefinitely from the date hereof,
subject only to the rights of the Parties with respect to termination provided
in this Article 14, and shall not be terminable by either Party in any other
circumstances, whether upon reasonable notice or otherwise.

14.2 AMIH shall have the right to terminate this Agreement upon six months
notice in writing to ADSC if ADSC fails to commence within seven (7) years of
the date hereof the operation of the Programme or ceases for a continuous period
of seven (7) years to be involved in operation of the Programme.

14.3 The rights of ADSC in the Territory in relation to any United States Mark
incorporating the words Air Miles or the Air Miles Device shall terminate in
accordance with Article 14.4 below if ADSC challenges the validity of or
entitlement of AMIH to use or license, such Mark. If a Court of competent
jurisdiction in a final non-appealable judgment in the Territory other than at
the request of ADSC holds that such Marks which are material to the Programme
are invalid or that AMIH is not entitled to use or license such Marks in the
Territory, ADSC may in its sole discretion terminate this Agreement.

14.4 (1) Subject to compliance with the provisions of Article 19 requiring
dispute resolution, either Party shall have the right to terminate this
Agreement forthwith at any time on giving the other written notice of
termination in any of the following events:

<PAGE>

                                      -17-


                  (i)      the other Party commits any breach of its obligations
                           here under and fails to remedy such breach within
                           ninety (90) days (or such longer period as the
                           Parties may agree) after being given written notice
                           by the other Party to remedy such default; provided
                           however that if ADSC and its sub- licensees are
                           diligently pursuing the remedy or cure of such
                           failure during the cure period, the cure period shall
                           be extended for a further ninety (90) days; or

                  (ii)     Bankruptcy shall have occurred in respect of the
                           other Party, provided that termination shall not
                           occur at anytime during:

                  (A)      the exercise of any rights or remedies by a secured
                           creditor of ADSC who has taken a security interest in
                           ADSC's rights under this Agreement either (a) in
                           compliance with Article 16.3, or (b) with the written
                           consent of AMIH; provided that the payment of all
                           amounts from time to time due and payable by ADSC
                           hereunder continue to be duly paid and the
                           performance of all covenants from time to time to be
                           performed by ADSC hereunder continue to be duly
                           performed; or

                  (B)      any proceeding under an Insolvency Act involving a
                           restructuring or reorganization of ADSC under court
                           supervision and/or any disposition of ADSC's business
                           as a whole or substantially as a whole pursuant to
                           any such proceeding, in either case, so long as such
                           proceeding is continuing.

         (2) If either Party validly terminates the United States Intellectual
Property License in accordance with the terms thereof, this Agreement shall
terminate at the same time as the United States Intellectual Property License.

14.5 Upon termination of this Agreement ADSC shall within a period of six (6)
months:

         (i)      cease to carry on business under the name "Air Miles"
                  and cease to use the AMIH Marks;

         (ii)     deliver to AMIH any materials in its possession or under its
                  control which fail to meet the standard of quality set out in
                  Article 4 above or otherwise fail to comply with the terms
                  hereof and which reproduce the AMIH Marks or give AMIH
                  satisfactory evidence of their destruction;

         (iii)    insofar as its Licensed Name(s) include(s) any United States
                  Mark, change such names to names that do not incorporate such
                  Marks or any Marks confusingly similar thereto;

         (iv)     terminate all sub-license agreements with sub-licensees of the
                  AMIH Marks appointed by ADSC; and

<PAGE>

                                      -18-


         (v)      terminate use of any URL and/or domain name containing any
                  United States Mark.

14.6     For the avoidance of doubt, it is agreed that any
termination of this Agreement, whether in whole or in part, shall be without
prejudice to any rights held by any Party which may have accrued up to the date
of termination. Further, ADSC may continue to use the ADSC Marks.


                                   ARTICLE 15
                                 NON-COMPETITION

15.1 During the term of this Agreement and subject to Article 2.3 below, AMIH,
its Affiliates or its successors shall not utilize any AMIH Marks or any Marks
confusingly similar thereto in or as part of any Programme or any program
similar there to, in competition with ADSC or its Affiliates, directly or
indirectly in the Territory or grant any of their assignees, licensees or
sub-licensees a license or sub-license to do so.


                                   ARTICLE 16
                              ASSIGNMENT/SUCCESSORS

16.1 This Agreement shall enure to the benefit of and be binding upon the
Parties and their respective successors and permitted assigns.

16.2 Subject to Article 7.1, AMIH may at any time or from time to time assign,
sell or transfer all but not less than all of its rights under this Agreement,
either absolutely or by way of security (including the rights and remedies of
the secured party relating to such security), as part of a financing involving
AMIH's business to any Person, in either case without the consent of, but with
prior notice to LMGC.

16.3 ADSC may at any time or from time to time assign, sell or transfer all but
not less than all of its rights under this Agreement, either absolutely as part
of the sale of all or substantially all of the Business or the assets of the
Business or by way of security (including the rights and remedies of the secured
party relating to such security), as part of a financing involving the Business
to any Person, in either case without the consent of, but with prior notice to
AMIH.

16.4 Except as provided in Article 7.1, a Party entering into any such
assignment shall remain liable here under notwithstanding such assignment
except, in the case of any indebtedness or claim arising after an absolute
assignment, if the assignee executes and delivers to the other Party an
assumption agreement of all indebtedness and obligations hereunder due and
payable or arising after such assignment.

<PAGE>

                                      -19-


16.5 Except as provided in Article 7.1, either Party may amalgamate, merge or
consolidate with any Person and any such amalgamation, merger or consolidation
shall be deemed to be an assignment unless by operation of applicable law the
amalgamated, merged or consolidated successor corporation is subject to all
liabilities and all contracts, disabilities and debts of each of the predecessor
corporations.

                                   ARTICLE 17
                                     NOTICES

17.1 All notices, requests, demands or other communications required by or
otherwise with respect to this Agreement shall be in writing and shall be deemed
to have been duly given to any party when delivered personally or by courier
service or when transmitted by telecopy to the applicable addresses set forth
below:

If to AMIH:

                  Air Miles International Holdings NV
                  Landhuis Joonchi, Kaya Richard J.
                  Beaujon z/n,
                  P.O. Box 837,
                  Curacao, Netherlands Antilles

                  Attention:  Managing Director

                  Telephone:  599 97 366 277
                  Fax:        599 97 366 161

With a copy to:

                  Loyalty Management International Ltd.
                  Ocean House
                  Hazelwick Avenue
                  Crawley
                  West Sussex
                  RH10 INP England

                  Attention:  Liam Cowdrey

                  Telephone:  01293 434000
                  Fax:        01293 433701

<PAGE>

                                      -20-


If to ADSC:

                  Alliance Data Systems Corporation
                  5001 Valley Road
                  Suite 650, West Tower
                  Dallas, Texas U.S.A. 75244-3910

                  Attention:  General Counsel

                  Telephone:  (972) 960-4349
                  Fax:        (972) 960-5330

or at such other address as the Party to whom such notice is to be given shall
have last notified (in the manner provided in this Article) the Party giving
such notice. Any notice delivered to the Party to whom it is addressed as
provided herein shall be deemed to have been given and received on the day it is
so delivered at such address and notice transmitted by telecopier shall be
deemed given and received on the day of its transmission, provided that if the
day of delivery or transmission is not a Business Day at the place of receipt or
the time of delivery or transmission i& after 5 p.m. at the place of receipt on
a Business Day, then the notice shall be deemed to have been given and received
on the next Business Day at the place of receipt.


                                   ARTICLE 18
                                 CONFIDENTIALITY

       During the term of this Agreement, each Party shall keep confidential and
not divulge to any Person any information, whether written or oral, or otherwise
recorded, which is proprietary or confidential of the other including, but not
limited to, customer lists, data compilations and data systems, pricing methods,
cost information, financial information, strategic plans, finances, methods of
operation, marketing plans and strategies, equipment and operational
requirements, processes or products and services or intended products or
services of the other and information concerning personnel and customers;
provided however that neither Party shall have any confidentiality obligation
(i) as to information which has come into the public domain through no fault of
or action by such Party, (ii) to the extent such Party is required by law to
disclose, or (iii) as to information such Party may disclose to employees,
directors or advisors of such Party or an Affiliate thereof in connection with
performance of services for such Party; and provided further that AMIH shall
have no obligation with respect to any information of ADSC unless such
information relates exclusively to ADSC.

<PAGE>

                                      -21-


                                   ARTICLE 19
                               DISPUTE RESOLUTION


19.1 General Any dispute arising out of or relating to this Agreement, including
any dispute regarding the existence, validity, scope, enforceability or
termination of this Agreement and whether an issue is arbitrable (a "Dispute")
shall be resolved in accordance with the procedures specified in this Article
19, which shall be the sole and exclusive procedures for the resolution of any
such Disputes. The Parties shall attempt in good faith to resolve any Dispute
(including the validity, scope and enforceability of this Article 19) promptly
by negotiations between the Parties.

19.2     Negotiations between Executives

         (a)      AMIH and ADSC shall attempt in good faith to resolve
                  any dispute arising out of or relating to this
                  Agreement promptly by negotiation between executive
                  officers who have authority to settle the controversy
                  and who are at a higher level of management than the
                  Persons with direct responsibility for administration
                  of this Agreement.  Either AMIH or ADSC may give to the
                  other written notice of any dispute not resolved in the
                  normal course of business. Within fifteen (15) days
                  after delivery of the notice, the receiving Party shall
                  submit to the other Party a written response. The
                  notice and the response shall include (i) a statement
                  of each Party's position and a summary of arguments
                  supporting that position, and (ii) the name and title
                  of the executive officer who will represent that Party
                  and of any other Person who will accompany the
                  executive officer. Within twenty (20) days after
                  delivery of the disputing Party's notice, the executive
                  officers of both Parties shall meet at a mutually
                  acceptable time and place, and thereafter as often as
                  they reasonably deem necessary, to attempt to resolve
                  the dispute. All reasonable requests for information
                  made by one Party to the other Party will be honoured.

         (b)      All negotiations (including the existence, content and result
                  thereof) pursuant to this Article 19 shall be confidential,
                  non-discoverable in any judicial proceedings and treated as
                  compromise and settlement negotiations for purposes of
                  applicable rules of evidence.

19.3     Binding Arbitration

         (a)      If the Dispute is not resolved by negotiation within
                  forty-five (45) days (or any mutually agreed extension
                  of time) of the disputing Party's notice, or if the
                  Parties fail to meet within twenty (20) days of the
                  notice, either Party may, upon notice to the other
                  Party and the

<PAGE>

                                      -22-


                  American Arbitration Association ("AAA") submit such Dispute
                  to arbitration administered by the AAA in accordance with the
                  International Commercial Arbitration Rules of the AAA
                  ("Commercial Arbitration Rules").

         (b)      Such arbitration shall be based in New York, New York and
                  shall be conducted by three (3) arbitrators (who shall be
                  attorneys admitted to practice in one or more states and who
                  shall be experienced in matters relating to intellectual
                  property licenses) appointed as follows:

                  (i)      the disputing Party shall appoint its nominee as
                           first arbitrator;

                  (ii)     the receiving Party shall, within ten (10) days of
                           having received written notice from the disputing
                           Party of the nature of the dispute to be referred to
                           arbitration and of the identity of its nominee
                           arbitrator, appoint its nominee as second arbitrator;

                  (iii)    if the appointment required by clause (ii) is not
                           made within the period therein stipulated, the
                           disputing Party shall be entitled to appoint as
                           second arbitrator a nominee of its choice who is not
                           related to the disputing Party and who shall be
                           deemed to be the nominee of the respondent to the
                           dispute;

                  (iv)     the two nominees so appointed shall, within ten
                           (10) days of the date upon which the second of
                           them had been appointed as arbitrator, appoint a
                           third nominee as chairman of the tribunal. In the
                           event of their failure so to do within the
                           prescribed period, the third arbitrator shall be
                           appointed in accordance with the provisions of the
                           Commercial Arbitration Rules; and

                  (v)      should a vacancy arise because any arbitrator
                           dies, resigns, refuses to act, or becomes
                           incapable of performing his functions, the vacancy
                           shall be filled by the method by which that
                           arbitrator was originally appointed.  When a
                           vacancy is filled the newly established tribunal
                           shall exercise its discretion to determine whether
                           any previously completed hearings shall be
                           repeated.

         (c)      The arbitration will be in accordance with the then
                  current Commercial Arbitration Rules or any successor
                  AAA rules (the "Arbitration Rules") and the procedures
                  specified in this Article, to the extent they modify or
                  add to such Arbitration Rules. The arbitration shall be
                  heard in New York, New York and the arbitration will be
                  conducted at a neutral site in New York City selected
                  by the arbitrators.

         (d)      The arbitrators will have sole authority to resolve
                  issues of the arbitrability of Disputes, including the
                  applicability of any statute of

<PAGE>

                                      -23-


                  limitation. The arbitrators may not amend or disregard any
                  provision of this Article and may not limit, expand or
                  otherwise modify the terms of this Agreement (including any
                  terms respecting the limitation of liability of any Person).
                  The arbitrators will have the power to order the pre- hearing
                  discovery of documents but such production shall be restricted
                  to documents (which shall include information recorded or
                  stored by means of any device) directly related to the
                  Dispute. The arbitrators will also have the power to order the
                  taking of examinations for discovery of no more than two (2)
                  witnesses per side (with the witnesses to be selected by the
                  adverse side) for a period of not more than three (3) hours
                  per witness, unless otherwise agreed. In addition, the
                  arbitrators may compel the attendance of witnesses and
                  production of documents at the hearing, to the extent provided
                  by the Arbitration Rules. The arbitrators will determine the
                  rights and obligations of the parties and decide the Dispute
                  in accordance with the substantive and procedural laws of the
                  State of New York and the federal laws of the United States.

         (e)      The Parties may seek injunctive relief either within
                  the arbitration, process or from the courts of the
                  State of New York or in the United States District
                  Court for the Southern District of New York
                  (collectively, the "Courts") and the Parties accept the
                  concurrent jurisdiction of the Courts for the purpose
                  of granting injunctive relief, as set out herein.
                  Within the arbitration process, Parties may seek either
                  interim or permanent relief.  From the Court, Parties
                  may seek temporary injunctive relief. A Party seeking
                  temporary injunctive relief from the Court will
                  simultaneously file a claim in the arbitration for
                  interim and permanent relief in the manner specified
                  under this Article. If the Court issues a temporary
                  injunction against one of the Parties, the Court will
                  have jurisdiction to deal with all matters, including
                  appeals, concerning the temporary injunction.  Any
                  requested arbitration concerning the subject-matter of
                  the injunction shall proceed before the arbitrator in
                  an expedited manner pursuant to Article 19.4.

         (f)      Time will be of the essence and the arbitrators' award
                  will be rendered as soon as practicable after
                  conclusion of the final hearing, but in any event not
                  later than one hundred and eighty (180) days after the
                  date of appointment of the third arbitrator unless
                  otherwise agreed or the time period is extended for a
                  fixed reasonable period by the arbitrators on written
                  notice to each Party because of illness or other cause
                  of an arbitrator beyond the arbitrator's control.

         (g)      The decision of any two of the three arbitrators shall be
                  final and binding on the Parties to the Dispute with no right
                  of appeal therefrom. The arbitrators' decision, reasons and
                  award will be in writing, setting forth the legal and factual
                  basis therefor (except with respect to the

<PAGE>

                                      -24-


                  validity, infringement or misappropriation of any patents or
                  other proprietary rights of any Party, with respect to which
                  such award will be a bare award without findings or any
                  statement of legal or factual basis). The parties will abide
                  by and perform any award, including interim awards, rendered
                  by the arbitrators and judgment on such awards may be entered
                  and enforced in any court of competent jurisdiction.

         (h)      The fees and expenses of the arbitration, which may include
                  the costs of the AAA, the arbitrators, the arbitration site
                  and counsel will be in the sole discretion of the arbitrators.

         (i)      All information and documents disclosed in arbitration by any
                  Party will remain Confidential Information of the disclosing
                  Party, and the arbitrators and the Parties will (and will
                  cause their representatives, advisors and counsel to) hold the
                  existence, content and result of the arbitration in
                  confidence, except to the limited extent necessary to enforce
                  a final settlement agreement or to obtain and secure
                  enforcement of or a judgment on an arbitration award. No
                  privilege or right of a Party with respect to information or
                  documents disclosed by it in arbitration will be waived or
                  lost by such disclosure.

19.4     Expedited Binding Arbitration

         The Parties agree that there shall be expedited arbitration pursuant to
this Article 19 to be completed in not more than ninety (90) days where there is
a genuine issue with respect to the following events:

         (i)      if AMIH or ADSC is enjoined pursuant to a temporary
                  injunction of one or more Courts;

         (ii)     if ADSC uses or licenses the use of the AMIH Marks outside the
                  Territory contrary to Articles 2 or 3;

         (iii)    if AMIH uses or licenses the use of the AMIH Marks inside the
                  Territory contrary to Articles 2 or 3; or

         (iv)     if the Related Agreements are or one of them is terminated by
                  any of the parties thereto.

<PAGE>

                                      -25-


                                   ARTICLE 20
                                  MISCELLANEOUS

20.1              Name, Captions

                  The provision of a Table of Contents, the division of this
Agreement into Articles, Sections, Subsections and other subdivisions and the
insertion of headings are for convenience of reference only and shall not affect
or be utilized in the construction or interpretation of this Agreement.

20.2              Entire Agreement and Relationship Between the Parties

                  (a) This Agreement and the Related Agreements constitute the
entire agreement between the Parties pertaining to the matters contemplated
hereby and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the Parties, relating to the subject
matter hereof.

                  (b) This Agreement is not a franchise and does not create a
partnership or joint venture. Neither Party shall have any right to obligate or
bind any other Party in any manner. Each of ADSC and AMIH is an independent
contractor, not an agent or employee of the other. The continuing obligations of
ADSC in this Agreement, including those obligations set forth in Articles 12.1,
14.6 and 19, and the continuing obligations of AMIH in this Agreement, including
those obligations of AMIH under Articles 12.2, 14.6 and 19, shall survive and
continue after the termination of this Agreement.

20.3              Amendments

                  No amendment of this Agreement shall be effective unless such
amendment is made in writing and signed by authorized representatives of the
Parties hereto.

20.4              Severability

                  If any provision of this Agreement is determined to be invalid
or unenforceable by an arbitrator or a court of competent jurisdiction from
which no further appeal lies or is taken, that provision shall be deemed to be
severed therefrom, and the remaining provisions of this Agreement shall not be
affected

<PAGE>

                                      -26-


thereby and shall remain valid and enforceable; provided that in the event that
any portion of this Agreement shall have been so determined to be or become
invalid or unenforceable (the "offending portion"), the Parties shall negotiate
in good faith such changes to this Agreement as will best preserve for the
Parties the benefits and obligations of such offending portion. The invalidity
or unenforceability of any term or any right arising pursuant to this Agreement
shall in no way affect the validity or enforceability of any of the remaining
terms or rights.

20.5              Specific Performance/Injunctive Relief

                  The Parties acknowledge and agree that money damages are not
an adequate remedy for violations of this Agreement and that any Party may, in
its sole discretion, notwithstanding Article 19, apply to Courts of the State of
New York, including the Federal Court of the United States having jurisdiction
in that state, for specific performance or for temporary injunctive relief or
such other temporary relief (equitable or otherwise) as
such court may deem appropriate in order to enforce this Agreement or to prevent
any violation hereof, and each Party waives any objection to the imposition of
such relief and any requirement for the posting of any security, including a
bond, with respect to such relief.

20.6              Remedies Cumulative

                  All rights, powers and remedies provided under this Agreement
or otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise or beginning of the exercise of any
thereof by either Party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such Party.

20.7              No Waiver

                  No waiver of any of the provisions of this Agreement is
binding unless it is in writing and signed by the Party entitled to grant the
waiver. No failure to exercise, and no delay in exercising, any right or remedy
under this Agreement will be deemed to be a waiver of that right or remedy. No
waiver of any breach of any provision of this Agreement will be deemed to be a
waiver of any subsequent breach of that provision.

<PAGE>

                                      -27-


20.8              Further Assurances

                  The Parties will, from time to time during the course of this
Agreement or upon its expiry and without further consideration, execute and
deliver such other documents and instruments of transfer, conveyance and
assignment and take such further action as the other may reasonably require to
effect the transactions contemplated thereby.

20.9              Extended Meanings

                  Any reference in this Agreement to gender shall include all
genders, and words importing the singular number only shall include the plural
and vice versa.

20.10             No Third Party Beneficiaries

                  Each Party intends that this Agreement shall not benefit or
create any right or cause of action in or on behalf of any Person, other than
the Parties and their Affiliates, and no Person, other than the Parties, shall
be entitled to rely on the provisions hereof in any action, suit, proceeding,
hearing or other forum.

20.11             Counterparts

                  This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same
instrument. Each counterpart may consist of a number of copies each signed by
less than all, but together signed by all, the Parties.

20.12             No Liability of Shareholders

                  No shareholder of ADSC or the successors or transferees of a
shareholder of ADSC shall be liable for any of the obligations of ADSC
hereunder. No shareholder of AMIH or the successors or transferees of a
shareholder of AMIH shall be liable for any of the obligations of AMIH
hereunder.

<PAGE>

                                      -28-


20.13             Statutory References

                  Unless expressly stated to the contrary, any references in
this Agreement to any law, by-law, rule, regulation, order or act of any
government, governmental body or other regulatory authority shall be construed
as a reference there to as enacted at the date of this Agreement as such law,
by-law, rule, regulation, order or act may be amended, re-enacted or superseded
from time to time.

20.14             Business Day Payments

                  If under this Agreement any payment or calculation is to be
made or any other action is to be taken on a day which is not a Business Day,
that payment or calculation is to be made, and that other action is to be taken,
as applicable, on or as of the next day that is a Business Day.

20.15             References

                  In this Agreement, references to "hereof", "hereto", and
"hereunder" and similar expressions mean and refer to this Agreement taken as a
whole, and not to any particular Article, Section, Subsection or other
subdivision; "Article", "Section", "Subsection" or other subdivision of this
Agreement followed by a number means and refers to the specified Article,
Section, Subsection or other subdivision of this Agreement.

20.16             Currency

                  In this Agreement, all references to currency shall be
references to the lawful currency of the Territory.

20.17             Schedules

                  The following Schedules are attached to and form part of this
Agreement:

                           Schedule                     Description

                           SCHEDULE 1                   UNITED STATES MARKS
                           SCHEDULE 2                   ADSC MARKS
                           SCHEDULE 3                   POWER OF ATTORNEY

<PAGE>

                                      -29-


20.18             Limitation of Liability

                  THE PARTIES (INCLUDING FOR THIS PURPOSE THEIR AFFILIATES)
EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY WILL NOT BE LIABLE FOR EACH OTHER'S
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR PUNITIVE,
EXEMPLARY OR AGGRAVATED DAMAGES OR FOR DAMAGES FOR LOST PROFITS, LOST REVENUES
OR FAILURE TO REALIZE EXPECTED SAVINGS, REGARDLESS OF WHETHER SUCH LIABILITY
ARISES IN OR IS BASED UPON TORT (INCLUDING NEGLIGENCE), CONTRACT (INCLUDING
FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), BREACH OF TRUST OR
FIDUCIARY DUTY, RESCISSION OF CONTRACT, RESTITUTION, INDEMNIFICATION OR
OTHERWISE.

20.19             Time of the Essence

                  Time shall be of the essence of this Agreement.

20.20             Costs and Expenses

                  Except as otherwise or expressly provided in this Agreement,
each Party shall pay all costs and expenses it incurs in authorizing, preparing,
executing and performing this Agreement and the transactions contemplated
thereunder, including all fees and expenses of its respective legal counsel,
investment bankers, brokers, accountants or other representatives or
consultants.

20.21             Excusable Delays

                  The dates and times by which any Party is required to perform
any obligation under this Agreement shall be postponed automatically to the
extent, for the period of time, that the Party is prevented from so performing
by circumstances beyond its reasonable control. Such period shall not extend
beyond one year. Said circumstances shall include acts of nature, strikes,
lockouts, riots, acts of war, epidemics, government regulations imposed after
the fact, fire, power failures, earthquakes or other disasters or other causes
beyond the performing Party's reasonable control whether or not similar to the
foregoing.

<PAGE>

                                      -30-


20.22             Governing Law and Attornment

                  This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the State of New York (excluding any
conflict of laws rule or principle which might refer such construction to the
laws of another jurisdiction). To the extent applicable, the Parties expressly
exclude the application of the United Nations Convention on Contracts for the
International Sale of Goods. Each of the Parties hereby irrevocably attorns and
submits to the exclusive jurisdiction of the Courts of the State of New York,
including the Federal Court
of the United States having jurisdiction in that state, except to the extent any
Court action of AMIH relates to the use of the AMIH Marks by ADSC outside the
Territory

                  IN WITNESS WHEREOF, the Parties have executed the Agreement.


AIR MILES INTERNATIONAL                       ALLIANCE DATA SYSTEMS
HOLDINGS N.V.                                 CORPORATION



By    /s/ Liam P.B. Cowdrey                   By    /s/ Michael Beltz
  -------------------------------               ------------------------
Name:   Liam P.B. Cowdrey                       Name:   Michael Beltz
Title:  Director                                Title:  Executive Vice President
Date    July 24, 1998                           Date:   July 24, 1998

<PAGE>

                                   SCHEDULE 1


                               UNITED STATES MARKS


<TABLE>
<CAPTION>
Trademark                                      Registration No.
---------                                      ----------------

<S>                                            <C>
AIR MILES                                      1,150,603

AIR MILES TRAVEL THE WORLD
  & Design                                     1,771,774

AIR MILES TRAVEL THE WORLD
  & Design                                     1,819,474
</TABLE>

<PAGE>

                                   SCHEDULE 2
                                   ADSC MARKS
                                U.S. Trade-marks

<TABLE>
<CAPTION>
MARK                                                                      SERIAL NUMBER
----                                                                      -------------

<S>                                                                       <C>
OWNER - LOYALTY MANAGEMENT GROUP CANADA INC.

STAR Design                                                               75/476,938

THE LOYALTY GROUP                                                         75/478,134

LOYALTY REWARDS RESULTS KNOWLEDGE
    & Design                                                              75/478,135

LOYALTY & Design                                                          75/478,136

REWARDS RESULTS KNOWLEDGE                                                 75/478,137

LOYALTY THE LOYALTY GROUP & Design                                        75/478,140


MARK                                                                      SERIAL NUMBER
----                                                                      -------------

OWNER:  ALLIANCE DATA SYSTEMS CORPORATION

UNLOCK THE POSSIBILITIES                                                  75/402,308

MARK                                                                      SERIAL NUMBER
----                                                                      -------------

OWNER:  WORLD FINANCIAL NETWORK HOLDING CORPORATION

ADS                                                                       75/182,064

ALLIANCE DATA SYSTEMS                                                     75/182,514
</TABLE>

<PAGE>

                                   SCHEDULE 3

                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS that the undersigned AIR MILES
INTERNATIONAL HOLDINGS N.V. ("AMIH"), of Landhuis Joonchi, Kaya Richard J.
Beaujon z/n, P.O. Box 837 Curacao, Netherlands Antilles, hereby nominates,
constitutes and appoints ALLIANCE DATA SYSTEMS CORPORATION ("ADSC"), a Delaware
corporation, to be the true and lawful attorney of AMIH, with full power of
substitution, to act for and on behalf of AMIH and in AMIH's name or Loyalty's
own name in any suit, action, application, mediation, arbitration, opposition or
other legal, mediatory, arbitral or administrative proceeding (each, a
"Proceeding") or the exercise of any other remedy, of any nature or kind
whatsoever, whether in the United States or elsewhere in the world, at any time
during the term of the agreement (the "Agreement") dated July 24, 1998 between
AMIH and Loyalty entitled "Amended and Restated License to Use the Air Miles
Trademarks in the United States", in connection with infringement or alleged
infringement or other similar action in the United States by any Person other
than AMIH and its Affiliates of the United States Marks or any of the Non-United
States Marks which Loyalty has been using in the preceding 12-month period in
the United States.

         In this power of attorney, the terms "Person", "Affiliates", "United
States Marks" and "Non-United States Marks" have the same respective meanings as
in the Agreement.

         The following terms and conditions apply to this power of attorney:

1.       This power of attorney shall be irrevocable by AMIH during the term of
the Agreement.

2.       A certificate signed by an officer or director of ADSC to the effect
that this power of attorney is valid and subsisting shall be conclusive against
all persons other than AMIH and its Affiliates.

3.       Any person may rely on this power of attorney without inquiring of AMIH
or ADSC as to its validity and subsistence.

<PAGE>

                                      -2-


4.       ADSC may not enter into a settlement of a Proceeding without the
written consent of AMIH, which consent shall not be unreasonably withheld.

         IN WITNESS WHEREOF AMIH has duly executed this power of attorney this
24th day of July, 1998.

                                             AIR MILES INTERNATIONAL HOLDINGS
                                             N.V.

                                             BY:_______________________________
                                             NAME:  LIAM P.B. COWDREY
                                             TITLE: DIRECTOR