<PAGE>

                                                                  Exhibit 10.50

                          COMMERCIAL REAL ESTATE LEASE

         This lease agreement (the "Lease") is entered into by and between ROUTE
7 REALTY, LLC, having a mailing address of P.O. Box 555, Marietta, Ohio 45750,
hereinafter called the Lessor, and ADS ALLIANCE DATA SYSTEMS, INC., DBA ALLIANCE
DATA SYSTEMS, a Delaware corporation, having a mailing address of 4590 E. Broad
Street, Columbus, Ohio 43213 hereinafter called the Lessee

                                   WITNESSETH:

         In consideration of the mutual covenants herein contained, arid other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties intending to be legally bound hereby agree as follows:

         The Lease is subject to all of the following terms and conditions:

1.       LEASE OF PREMISES.

         Subject to the terms and conditions set forth herein, Lessor leases to
Lessee, and Lessee leases from Lessor, 6,240 square feet, being a portion of the
two-story 20,000 square foot commercial office building (the "Building") located
at Route 7 North, Reno, Ohio, hereinafter referred to as the "Premises",
depicted on EXHIBIT A attached hereto and made a part hereof Effective October
1, 2000, subject to all the same terms and conditions sec forth herein, Lessee
shall lease an additional 5,900 square feet adjoining the 6,240 square feet.
Effective October 1, 2000, the "Premises" shall be defined as 12,140 square
feet. The additional 5,900 square feet is depicted on EXHIBIT B and attached
hereto and made a part hereof.

         Lessee shall have the exclusive use of a minimum of 72 parking spaces
on an assigned basis, which spaces shall be located in the northwest parking
lot.

         The term "Land" means the parcel of real property upon which the
Building is situated, as more particularly described on Exhibit B, attached
hereto and made a part hereof.

2.       INITIAL TERM AND RENEWAL OPTION.

         2.1.     INITIAL TERM. The initial term of this Lease (the "Initial
Term") shall be two (2) years commencing on May 1, 2000 (the "Commencement
Date") and terminating at 12:00 midnight on April 30, 2002 unless extended
pursuant to SECTION 2.2. For the period May 1, 2000 through September 30, 2000
of the initial term of this Lease, Lessee shall lease from Lessor 6,240 square
feet. Effective October 1, 2000, subject to all the same terms and conditions
set forth herein, Lessee shall lease from Lessor an additional 5,900 square feet
adjoining the 6,240 square feet, increasing the total "Premises" leased to
12,140 square feet.

         2.2.     RENEWAL OPTION. At the end of the Initial Term of this Lease,
Lessee shall have the option to renew this Lease for five (5) additional periods
of two (2) years each (each a "Renewal Term") provided Lessee gives Lessor
ninety (90) days written notice of its intent to


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exercise its renewal option prior to the expiration of the Initial Term or
any subsequent Renewal Terms.

3.       RENT.

         3.1.     GROSS LEASE. This Lease is intended to be a "gross" lease and
payment of Rent by Lessee shall include all applicable utilities, taxes, and
insurance. Except as specifically set forth herein, Lessee shall have no
obligation to pay or reimburse Lessor for any operating expenses, service
charges, taxes, insurance, utilities or any other costs or charges associated
with operation, repair or maintenance of the Building or the Premises, all such
costs shall be Lessor's sole responsibility.

         3.2.     INITIAL TERM. For the Initial Term of this Lease, Lessee shall
pay Lessor rent in equal monthly installments on the first (1st) day of each
month, in advance, as follows:

<TABLE>
<CAPTION>

TERM:                      SQ. FT.      RENT PER SQ. FT.     MONTHLY RENT AMOUNT      RENT ANNUALLY
-----                      -------      ----------------     -------------------      -------------
<S>                        <C>          <C>                  <C>                      <C>
Year One
Dates (5.1.00-9.30.00)        6,240           $11.00          $ 5,720 @  5 months         $28,600
Dates (10.1.00-4.30.01)      12,140           $11.00          $11,128 @  7 months         $77,896
Year Two
Dates (5.01.01-4.30.02)      12,140           $12.00          $12,140 @ 12 months        $145,680
</TABLE>


         3.3.     RENEWAL TERM. Rent rates for any Renewal Term shall be
negotiated and agreed to between the Lessor and Lessee at least one hundred
twenty (120) days prior to the expiration of the Initial Term or any subsequent
Renewal Terms.

         3.4.     PAYMENT.

         Unless specifically noted otherwise, Lessee shall make all payments to
Lessor under this Lease on or before the first day of each calendar month, in
advance, by normal business methods, at the address of Lessor set forth in
Section 23 or at such other place as Lessor may designate by notice to Lessee
from time to time. If the date for commencement of Rent under this Lease is not
the first day of a calendar month, Lessee's Rent for the first and last months
of the Term shall be prorated on a daily basis and Lessee's first payment of
Rent shall be due on the Commencement Date. If Lessee fails to make any payment
of Rent within ten (10) days after it becomes due, then, in addition to all
other rights of Landlord under this Lease, Lessee shall pay Lessor a late charge
of five percent (5%) of the delinquent amount for each 30-day period or fraction
thereof from the due date until paid, as liquidated damages to cover Lessor's
additional costs and expenses relating thereto.

         3.5.     ACCORD AND SATISFACTION.

         No payment by Lessee or receipt by Lessor of a lesser amount than the
full Rent or other amount payable under this Lease shall be deemed to be other
than on account of the earliest


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stipulated Rent or other amount. No endorsement or statement of any kind on
any check or any letter accompanying any check or payment shall be deemed to
be an accord and satisfaction. Lessor may accept such check or payment
without prejudice to Lessor's right to recover the balance of such Rent or
other amount, or to pursue any other remedy provided in this Lease at law or
in equity. Every demand for Rent or other amount due whenever and wherever,
made shall have the same effect as if made at the time it falls due and at
the place of payment, and, after the service of any notice or commencement of
any suit, or final judgment therein, Lessor may receive and collect any Rent
or other amount due, and such collection or receipt shall not operate as a
waiver, nor shall it affect such notice, suit or judgment. Any acceptance by
Lessor of payment of less than the full amount owed by Lessee under this
Lease shall be deemed to have been made with full reservation by Lessor of
his rights to recover all the remainder of the amounts owed to it under this
Lease, irrespective of whether or not Lessor so indicates in writing or
otherwise on any check or elsewhere

         ALL COMMUNICATIONS CONCERNING DISPUTED DEBTS, INCLUDING ANY CHECKS OR
         OTHER INSTRUMENTS TENDERED AS FULL SATISFACTION OF A DEBT, MUST BE SENT
         BY CERTIFIED MAIL TO LESSOR AT: ROUTE 7 REALTY, LLC, ATTN: RUDOLPH JOHN
         LEHMAN, P.O. BOX 555, MARIETTA, OHIO 45750, OR TO SUCH OTHER PLACE OR
         PERSON AS LESSOR MAY DESIGNATE FROM TIME TO TIME IN ACCORDANCE WITH
         SECTION 23.

4.       UTILITIES, TAXES, & SECURITY DEPOSIT.

         4.1.     UTILITIES. Lessor shall contract for and pay all reasonable
charges for electricity, gas, water and other utility services furnished to the
Premises. Such utilities shall be made available to the Premises seven (7) days
per week, twenty-four (24) hours per day, 365 (or 366) days per year. Lessee
shall use commercially reasonable efforts to minimize waste of electricity, gas,
water, and other utility services. Lessee shall only be required to turn off the
lighting to the Premises if Lessor installs a separate on/off switch for such
lighting. Lessee shall not be required to turn off the lighting from the
electrical circuit box.

         4.2.     TAXES AND ASSESSMENTS. Lessor shall pay when due all real
estate taxes and assessments levied against the Land and the Building and any
taxes due with respect to Rent due hereunder.

         4.3.     SECURITY DEPOSIT. Lessee has paid a security deposit in the
amount of $5,200.00, which is to be held by Lessor, without interest, as
security for the payment of any money for which Lessee shall or may become
liable to Lessor under this Lease, including any damage or destruction to the
Premises, and for the faithful performance of Lessee of all covenants and
agreements under this Lease. Said security deposit shall be returned to Lessee
within thirty (30) days after the termination of this Lease or any renewal
thereof, provided Lessee shall not be in default and has vacated the Premises.
Nothing in this paragraph shall be deemed to limit the amount of any claim,
demand or cause of action of Lessor against Lessee under the provisions of this
Lease.

5.       USE OF PREMISES.


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         5.1.     Lessee shall use the Premises solely for the functions
associated with the operation of its business, including those uses reasonably
incidental to it, and shall not permit the Premises to be used for any other
purpose without first obtaining Lessor's expressed written consent to that
specific use. Lessee shall not use the Premises in any manner contrary to the
applicable zoning, health, fire or safety regulations, ordinances or statutes
(whether now in effect or hereafter enacted) of the city, county, and state in
which the Premises are located.

         5.2.     SMOKING. Smoking is not permitted in the Building, whether in
common areas or private offices Smoking shall be permitted in those areas
designated as "smoking areas" on Exhibit "A". Such areas shall be limited to
exterior areas. Lessee shall have the right to provide shelter to such "smoking
areas" at Lessee's expense.

         5.3.     ELEVATOR AND RESTROOMS. Lessor shall provide Lessee and its
agents and employees with access to the existing elevator located along the
north wall of the subject building and handicap accessible restrooms to be
installed on the first floor space beneath the subject space, which will be in
compliance with the Americans with Disabilities Act.

6.       COMPLIANCE WITH LAWS.

         Lessee shall comply in full with all laws, regulations, and
requirements of all governments and other lawful authorities and all regulations
and orders of the National Board of Fire Underwriters, or other organization
hereafter exercising similar functions, which now or at any time hereafter may
apply to or affect the Premises or any business conducted on the Premises.

7.       CONDITION OF PREMISES.

         Lessor has made no representation or warranty, expressed or implied,
with respect to the condition of the Premises or the fitness of the Premises for
any particular use. Lessee acknowledges that it has fully investigated and is
familiar with the size, dimensions, and physical condition of the Premises and
is accepting the Premises "as is". Except as expressly described in this Lease,
Lessor shall not be required to make any improvement, repair, alteration, or
restoration of the Premises or in any manner maintain the Premises, and shall
have no liability for any defects in or any condition of the Premises.

8.       MAINTENANCE AND REPAIRS.

         8.1.     BY LESSOR. Lessor shall keep all structural portions of all
improvements, including without limitation the roof, the heating, cooling,
plumbing, ventilation, and electrical systems and all components thereof,
exclusive of doors and windows on the Premises and Building in good condition
and repair throughout the term of this Lease and any renewals thereof. In the
event that the Premises should become in need of repairs to be made by Lessor
hereunder, Lessee shall give prompt written notice thereof to Lessor.

         Lessor shall keep and maintain adjoining areas and sidewalks in a
clean, safe and attractive condition and free from snow and ice. Lessor shall be
responsible for any maintenance of the parking lot, including, but not limited
to, blacktopping and restriping of parking spaces


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and snow and ice removal. Lessee acknowledges that the driveway and parking
lot are in satisfactory condition as of the date of this Lease.

         8.2.     BY LESSEE. Lessee agrees to accept the Premises in the
condition existing as of the Commencement Date, to maintain the Premises, and to
make and pay for all necessary routine, normal maintenance (including regular
janitorial service), and reasonable non-structural repairs to properly maintain
the Premises, normal wear and tear excepted. Lessee shall keep the Premises in
good, clean condition and shall at its expense make all needed non-structural
repairs and replacements, except for repairs and replacements required to be
trade by Lessor under the provisions of Section 8.1. At the expiration of this
Lease, or any renewals thereof, Lessee shall surrender the Premises in good
condition, except for reasonable wear and tear, loss by fire or other casualty,
or any repairs or replacements required to be made by Lessor; and shall
surrender all keys for the Premises to Lessor Lessee shall be responsible for
the payment of trash removal service for trash generated by Lessee.

9.       ALTERATIONS. No alteration, addition, improvement, remodeling. or other
change in or to the Premises (hereinafter collectively called an "Alteration")
shall be made by Lessee except under the following terms and conditions:

         9.1.     CONSENT. No Alteration shall be made without first obtaining
the prior written consent of Lessor to the specific alteration and, where
appropriate, the plans and specifications for it.

         9.2.     LICENSES AND PERMITS. No Alteration shall be commenced until
Lessee has first obtained and paid for all required permits and authorizations,
and has fully complied with all building and zoning laws, and all other laws,
ordinances, regulations, and requirements of all governmental authorities, the
National Board of Fire Underwriters, and any other body that may hereafter
exercise similar functions.

         9.3.     COSTS. The cost of all Alterations shall be paid in cash or
its equivalent by Lessee so that the Premises shall at all times be free of
liens and claims for work, labor, or materials supplied or claimed to have been
supplied to the Premises.

         9.4.     OWNERSHIP. All Alterations or improvements made by Lessee to
the Premises, other than trade fixtures or Lessee's personal property, shall
become the property of Lessor upon termination of this Lease, unless required to
be removed at the direction of Lessor. Lessor, at its option, may require Lessee
to remove any and all alterations or improvements installed or made by Lessee
upon termination of the Lease, in which event Lessee shall repair any damage
caused by such removal to restore Lessor's property to substantially the
condition as on the Commencement Date, reasonable wear and tear excepted.

10.      INSURANCE.

         10.1.    HAZARD INSURANCE. Lessor shall, during the Lease Term, keep in
full force art "all risk" policy of fire and casualty insurance on the Building.
Lessee, at its expense, shall keep all its improvements on the Premises,
including improvements currently or hereafter in existence, insured against loss
or damage by fire and the hazards covered by extended coverage insurance


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in an amount equal to not less than the full replacement value of such
improvements without offset for depreciation.

         10.2.    LIABILITY INSURANCE. Lessor shall, during the Lease term, at
its expense, keep in full force and effect a policy of commercial general
liability insurance Lessee, shall, at its expense, during the Lease Term,
maintain comprehensive general liability insurance insuring Lessor and Lessee
against death, injury to persons or damage to property on or about the Premises,
with minimum limits of $1,000,000 for injuries to or death of one person as a
result of any one accident or disaster, $2,000,000 for injuries to or death of
more than one person as a result of any one accident or disaster, and $2,000,000
for property damage.

         10.3.    BLANKET COVERAGE; OTHER PROVISIONS. Any insurance maintained
by Lessee pursuant to this Section 10 may be carried under a blanket policy
covering the Premises and other facilities of Lessee or any affiliate of Lessee;
may name Lessee or any affiliate of Lessee as additional insured with respect to
the Premises, as their interests may appear, and may have such deductible amount
or amounts as Lessee may deem appropriate, but if proceeds of such insurance are
payable to Lessor under this Lease, then Lessee shall pay to Lessor the amount
of any such deductible in connection with such insured loss. Any insurance
policies maintained by Lessee pursuant to this Section 10 shall be issued by a
company licensed to do business in Ohio, shall contain a provision prohibiting
termination with respect to Lessor or the demised Premises without at least
thirty (30) days prior written notice to Lessor, and shall name Lessee and
Lessor, as their interests may appear.

11.      LIENS.

         Lessee shall keep the Premises free from all liens. If, within ten (10)
days following imposition of any lien, Lessee does not cause the lien to be
released of record, Lessor may, in addition to its other remedies cause the hen
to be released. All sums paid by Lessor for the release of any lien, and all
expenses incurred by it in connection with it, together with interest at the
rate of twelve percent (12%) per annum, shall be payable to Lessor by Lessee on
demand. Lessor may post on the Premises any notices Lessor deems proper for the
protection of Lessor and the Premises from liens.

12.      SIGNS AND ADDRESS.

         Lessee may, at its expense, utilize or remove any existing sign or
install new signs on the Premises as may be reasonable, which conforms to all
applicable law, and which shall not damage or impair the attractiveness of the
Premises. Lessee may erect three (3) signs, which signs shall be installed at
the entrance to the Premises, in the lobby area of the Building and on a
monument sign located on the Land outside the Building. Such signs shall be at
Lessee's sole expense and shall be approved by Lessor, which approval shall not
be unreasonably withheld, conditioned or delayed. Lessee shall be entitled to
remove any or all such signs at any time during the term of this Lease, or
within fifteen (15) calendar days after termination of this Lease, provided such
removal does not cause irreparable or unreasonable harm to the Premises. In any
event Lessee, at its expense, shall repair any damage caused by such removal.
Lessor will obtain for the Premises during the first year of the Initial Term a
separate suite number or address for mail delivery to the Premises by the U.S.
Postal Service


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13.      COMMON AREAS. The term "Common Areas" shall mean those parts of the
Land and Building designated by Lessor from time to time for the common use of
Lessor, tenants and their employees, agents, customers, and invitees, including
the employee cafeteria, parking areas, sidewalks, landscaping, curbs, loading
areas, foyers, hallways, rest rooms, elevator, and other areas provided and
designated by Lessor for the common use of Lessor and tenants, all of which
shall be subject to Lessor's sole management and control and shall be operated
and maintained in such a manner as Lessor in its reasonable discretion shall
determine. Lessor shall have the right to modify the size, use, nature, location
or configuration of the Common Areas, provided, however, that no such change
shall unreasonably interfere with Lessee's access to or use of the Premises.
Lessee shall have the non-exclusive right to use the Common Areas in common with
Lessor and other tenants of the Buildings, if any. Lessee shall use the Common
Areas in a safe and careful manner and shall not commit waste on or about the
Common Areas.

14.      RESTORATION.

         If at any time the Premises are materially damaged or destroyed, Lessor
may, at its option, repair or restore the Premises to their condition
immediately prior to such damage or destruction or terminate this Lease as of
the date of such damage or destruction. Upon such termination, the Rent payable
by Lessee shall be apportioned as of the date of such damage or destruction.
Lessor shall give written notice to Lessee of its election either to repair or
restore the Premises or to terminate this Lease within thirty (30) days after
the date such damage or destruction occurs. If damage or destruction to the
Premises occurs which does not result in a termination of this Lease, the rent
payable by the Lessee shall be abated until the Premises of any part thereof so
damaged have been made fit for occupancy. Notwithstanding anything in this
paragraph to the contrary,

                  (a) Lessor's obligation to repair or restore shall be limited
         to cost in the amount of insurance proceeds payable under policies of
         fire or extended coverage insurance maintained under the terms and
         conditions of this Lease; provided, however, that if the Premises are
         not restored to substantially the same condition as such Premises are
         in on the Commencement Date of this Lease, then Lessee shall have the
         option to terminate this Lease;

                  (b) Lessee shall bear all costs and expenses of repair and
         restoration required as a result of damage caused solely by the
         intentional or negligent act or omission of Lessee, its employees,
         agents, guests, or invitees;

                  (c) If any mortgage encumbering the Premises contains
         different restoration/repair requirements than those contained in this
         Lease, the provisions of such mortgages shall apply and supersede those
         contained in this Lease, to the extent of such difference or conflict,
         and such differing terms shall be deemed incorporated in this Lease;
         and

                  (d) If the Premises are damaged to an immaterial or
         non-substantial degree, Lessor shall promptly cause them to be repaired
         and restored within thirty (30) days (or if such work cannot be
         completed within such thirty (30) days, such work shall be


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         commenced within thirty (30) days and diligently pursued through
         completion), subject to (b) above.

         In the event the Premises shall at any time during the Lease term be
damaged by fire or other unavoidable casualty, through no fault or negligence of
Lessee, so as to render said Premises or any part thereof unfit for occupancy,
Lessee shall have the option of terminating this Lease upon thirty (30) days
prior written notice to Lessor.

15.      EMINENT DOMAIN.

         Lessor shall deliver to Lessee within ten (10) days after receipt
thereof any notice of a governmental entity's intent to exercise its power of
eminent domain with respect to all or a portion of the Premises.

16.      CONDEMNATION.

         If all or a material part of the Premises are taken by any condemning
authority under the power of eminent domain or by any purchase of other
acquisition in lieu of condemnation, this Lease shall terminate as of the date
possession is required by the condemning authority, and Rent payable by the
Lessee shall be apportioned as of the termination date. In any event, Lessor
shall be entitled to receive the entire appropriation award or consideration
paid by the condemning authority, and Lessee shall have no rights to or in such
award or consideration.

         For purposes of this Section 16, any negotiated sale to a public or
quasi-public authority under the threat of condemnation shall be deemed to
constitute a taking by such public or quasi-public authority under the power of
eminent domain.

17.      MORTGAGE OF LESSOR'S INTEREST.

         This Lease and Lessee's rights under it shall be subject and
subordinate to any mortgages upon the Premises. The subordination of this Lease
and Lessee's rights under it shall be automatic and self-operative, and no
separate instrument of subordination shall be necessary. However, if requested
by the holder of any mortgage, Lessee shall execute, acknowledge, and deliver
any and all documents requested by such holder, provided that the documents are
reasonably acceptable to Lessee.

18.      DEFAULT.

         18.1.    DEFAULT BY LESSEE. Lessee shall be deemed in default of the
Lease in the event the Lessee should: (a) default in the prompt payment of rent
when the same is due and remain in violation of or continue to fail to make such
payment with late payment charge for a period of thirty (30) days from and after
due date of such rental; and (b) fail to perform any of the other covenants,
conditions and agreements performable by Lessee hereunder for a period of thirty
(30) days following the receipt of written notification of Lessee's failure to
comply herewith, or in the event the correction of such default shall take more
than thirty (30) days to complete, then in the event the Lessee should fail to
begin the correction of such default within a period of twenty (20) days
following the receipt for written notification thereof and shall fail to pursue
the


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correction of such default with due diligence; or (c) should Lessee file a
voluntary petition in bankruptcy, be adjudged bankrupt, be placed in or
subjected to a receivership, or make an assignment for benefit of creditors.
Upon such default, Lessor may elect to cancel this Lease or relet the
premises as agent for Lessee or otherwise, and receive the Rent therefore,
applying the same first to the payment of such expenses as the Lessor may be
put to in entering and letting. The balance remaining will be applied to the
payment of the Rent payable under this Lease, and fulfillment of Lessee's
covenants hereunder, the balance, if any, to be paid to Lessee who shall
remain liable for deficiency. Or, at the option of Lessor, upon any such
default, Lessor may demand the entire Rent for the balance of the term due
and payable as if by the terms of this Lease it were all payable in advance.

         18.2.    DEFAULT BY LESSOR. Should Lessor fail to perform any of its
duties or obligations hereunder, Lessor shall have a period of thirty (30) days
after receipt of written notice from Lessee of a failure of performance within
which to commence a cure of that failure. Failure of Lessor to commence that
cure within the thirty-day (30-day) period or to effect that cure within that
thirty-day (30-day) period shall be an event of default under this Lease and
Lessee may, at its option, elect to commence such cure itself, and Lessee may
either, at its option, offset any expenses it incurs in effecting such cure
against the Rent and other charges due and payable by Lessee hereunder, or
require that Lessor immediately reimburse Lessee for its expenses; provided,
however, in the event of an emergency, Lessee may immediately effect a cure of
Lessor's failure should Lessor fail to act immediately to do so, without the
requirement of any notice by Lessee to Lessor.

         18.3.    CUMULATIVE RIGHTS. No right or remedy herein conferred upon or
reserved to Lessor or Lessee is intended to be exclusive of any other right or
remedy provided herein or by law, but each shall be cumulative and in addition
to every other right or remedy given herein or now or hereafter existing at law
or in equity or by statute.

19.      RIGHTS TO CURE DEFAULTS.

         If Lessee fails to perform any of its obligations under this Lease, for
a period of thirty (30) days following the receipt of written notification of
Lessee's failure to comply herewith, or in the event the correction of such
default shall take more than thirty (30) days to complete, then in the event the
Lessee should fail to begin the correction of such default within a period of
twenty (20) days following the receipt for written notification thereof and
shall fail to pursue the correction of such default with due diligence, Lessor
may, but shall not be obligated to, cause the performance thereof, and all costs
and expenses incurred by Lessor in connection therewith, including without
limitation reasonable attorneys' fees, shall be immediately due and payable from
Lessee to Lessor, with interest thereon from the time paid by Lessor until
Lessor is reimbursed in full by Lessee at a rate of twelve (12%) percent per
annum.

20.      ASSIGNMENT OR SUBLEASE.

         Lessee shall neither assign this Lease nor sublease all or any part of
the Premises, except to an affiliate of Lessee, without first obtaining Lessor's
expressed written consent to such assignment or sublease, which consent shall
not unreasonably be withheld by Lessor. Lessor may assign this Lease to an
affiliated party without the consent of Lessee.


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<PAGE>


21.      LESSOR'S ACCESS.

         Lessor and its designees shall have the right to enter the Premises at
any reasonable times upon 24 hours prior verbal or written notice for
non-emergency purposes including, but not limited to, inspecting the Premises,
determining compliance herewith by Lessee, performing any work which the Lessor
is required or elects to undertake, and exhibiting the Premises for sale or
lease. Lessor shall have the right to enter the Premises without notice at any
time deemed necessary by Lessor for emergency and/or urgent maintenance issues.

         Nothing herein shall imply any duty upon Lessor to do any such work
that Lessee is required to perform under any provision of this Lease, and the
performance of any such work by Lessor shall not constitute a waiver of Lessees
default.

22.      SURRENDER AND HOLDING OVER.

         Subject to Lessor's rights under this Lease, Lessee shall deliver and
surrender possession of the Premises to Lessor upon the expiration of this
Lease, or its termination in any way, in as good condition and repair as the
Premises were on the date of Rent commencement, ordinary wear and tear excepted.
If Lessee, or any party claiming under Lessee, remains in possession of the
Premises, or any part of the Premises, after any termination of this Lease,
Lessee or such party claiming under Lessee shall be deemed a Lessee from
month-to-month upon the covenants, provisions and conditions herein contained
and at a rental equal to one hundred and twenty percent (120%) of the rental in
effect during the last month of the term of this Lease, as extended or renewed,
prorated and payable for the period of such occupancy.

23.      NOTICES.

         Except as provided in SECTION 3.5 any notices, requests, demands, or
other communications required, permitted, or desired to be made or given under
the terms of this Lease shall be in writing, signed by or on behalf of the party
making or giving the same and shall be deemed fully made or given upon personal
delivery, receipted courier, or the deposit of the same in the United States
mail, postage pre-paid certified mail, return receipt requested and addressed to
the other party at its office as set forth below, or at such other address as
each party may have furnished to the other party by like notice.

         LESSOR:                                     LESSEE:
         Route 7 Realty, LLC                         Alliance Data Systems
         Attn: Rudolph John Lehman                   Attn: Oren J. Snell
         P.O. Box 555                                4590 East Broad Street
         Marietta, OH 45750                          Columbus, OH 43213

24.      GENERAL.

         24.1.    ENTIRE AGREEMENT. This Lease sets forth the entire agreement
and understanding of the parties in respect of the transactions contemplated
hereby and supersedes all prior agreements, arrangements and understandings
relating to the subject matter hereof.


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<PAGE>

         24.2.    BINDING AGREEMENT. All of the terms, covenants,
representations, warranties and conditions of this Lease shall be binding upon,
and inure to the benefit of and be enforceable by, the parties hereto and their
respective permitted successors and assigns.

         24.3.    AMENDMENTS. This Lease may be amended only by a written
instrument, duly executed by Lessor and Lessee, which specifically refers to
this Lease and states that it amends this Lease.

         24.4.    WAIVER. The failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect the right
at a later time to enforce the same. No waiver by any party of any condition, or
of any breach of any term, covenant, representation or warranty, contained in
this Lease, in any one or more instances, shall be deemed to be or construed as
a further or continuing waiver of any such condition or breach, or a waiver of
any other condition or of any breach of any other term, covenant, representation
or warranty.

         24.5.    GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, without regard to
the conflicts of law principles thereof.

         24.6.    QUIET ENJOYMENT. Upon payment of all amounts required to be
paid by, and full performance of all obligations and covenants of Lessee under
this Lease, Lessee shall peaceably and quietly hold, occupy and enjoy the
Premises during the Term of this Lease without any hindrance by Lessor or any
person lawfully claiming under Lessor.

         24.7.    TIME OF ESSENCE. Time is expressly declared and agreed to be
of the essence in this Lease with respect to any and all terms, covenants,
conditions, agreements, provisions, options, rights of termination and all other
matters relating to this Lease.

         24.8.    CUMULATIVE EFFECT. The rights and remedies by this Lease are
cumulative and the use of any one right or remedy by either party shall not
preclude or waive its right to use any or all other remedies. Said rights and
remedies are given in addition to any other rights the parties may have by law,
statute, ordinance or otherwise.

         24.9.    SEVERABILITY. In case of any one or more of the provisions
contained in this Lease shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not effect any other provision hereof and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.

25.      AUTHORITY. Except as otherwise provided herein, each individual
executing this Lease in a representative capacity warrants and represents to the
other party that he has all requisite authority to execute the same on behalf of
the entity represented, in the capacity in which he has executed the same.

26.      ATTORNEYS' FEES. In the event of any litigation involving the parties
to this Lease to enforce any provision of this Lease, to enforce any remedy
available upon default under this Lease, or seeking a declaration of the rights
of either party under this Lease, the prevailing party


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<PAGE>


shall be entitled to recover from the other such attorneys' fees and costs as
may be reasonably incurred, including the costs of reasonable investigation,
preparation and professional or expert consultation incurred by reason of
such litigation. All other attorneys' fees and costs relating to this Lease
and the transactions contemplated hereby shall be borne by the party
incurring the same.

27.      CONFIDENTIALITY. Lessee understands that the terms of this Lease are
confidential in nature and that disclosure of these terms by Lessee would
jeopardize Lessor's negotiations and/or related business relationships with its
other tenants or potential tenants. Therefore, Lessee agrees to maintain the
terms of this Lease in confidence and not divulge, publish, or communicate the
rental payment terms of this Lease to any individual, firm, or corporation,
without the expressed written consent of Lessor, except to the extent disclosure
is required by applicable law or is necessary in the regular course of the
Lesees's business to be disclosed to its accountants, tax advisors or attorneys.

         IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
the day and year written below the signature of the parties or their duly
authorized representative

                                       LESSOR:
WITNESS:                               ROUTE 7 REALTY, LLC



/s/                                    By:       /s/ Rudolph John Lehman
----------------------------------        -----------------------------------
                                          Rudolph John Lehman


/s/
----------------------------------
                                       Date:          10/24/00
                                            ---------------------------------

                                       LESSEE:



WITNESS:                               ADS ALLIANCE DATA SYSTEMS, INC.



/s/                                    By:  /s/     Robert G. Case
----------------------------------        -----------------------------------

/s/                                    Printed Name:   Robert G. Case
----------------------------------                  -------------------------

                                       Title:    Sr. V.P. Retail Operations
                                             --------------------------------

                                       Date:      10/10/00
                                            ---------------------------------


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<PAGE>


                                 ACKNOWLEDGMENTS


STATE OF OHIO                  )
COUNTY OF WASHINGTON           )       SS:

         This document was signed and acknowledged before me on this 24th day of
October, 2000, by Rudolph John Lehman on behalf of Route 7 Realty, LLC, the
Lessor hereunder.



                                       /s/ Patricia Huck
                                       ---------------------------------------
                                       Notary Public
                                       PATRICIA HUCK, Notary
                                       Public in and For the State
                                       of Ohio My commission,
                                       Expires July 9, 2002


STATE OF OHIO                  )
COUNTY OF FRANKLIN             )       SS:

         This document was signed and acknowledged before me on this 10 day of
October, 2000, by Robert Case on behalf of ADS Alliance Data Systems, Inc., the
Lessee hereunder.


                                       /s/ Mary Brewer
                                       ---------------------------------------
                                       Notary Public



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