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                                                                  Exhibit 10.17

                               PROGRAM AGREEMENT
                               -----------------


     THIS PROGRAM AGREEMENT by and between First Data Merchant Services
Corporation, a Florida corporation ("FDMS"), and coolsavings.com inc., a
Michigan corporation ("CSI"), is made this 17th day of February, 2000 (the
"Effective Date").

                                R E C I T A L S:

     WHEREAS, FDMS has entered into certain processing services agreements with
its Channels, as defined below, pursuant to which such Channels acquire merchant
credit card transactions through merchant processing agreements between the
respective Channel and merchants;

     WHEREAS, CSI operates a savings destination site on the Internet at
www.coolsavings.com (the "CSI Web Site") wherein consumers who are enrolled with
CSI ("CSI Members") may obtain many varied savings, including but not limited
to, coupons and other discounts (the "CSI Member Programs");

     WHEREAS, FDMS has informed CSI that it has developed and owns a proprietary
system (the "FDMS System") through which FDMS provides Fulfillment Services;

     WHEREAS, CSI and FDMS desire to cooperate to develop and launch various
Joint Programs as defined in Section 1 herein;

     WHEREAS, the parties have already developed one Joint Program that will
initially only be offered to FDMS Merchants in the restaurant industry (the
"CoolDining Program"); and

     WHEREAS, the parties desire to document the terms under which the parties
will provide the CoolDining Program and other Joint Programs, all as set forth
herein.

     NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree
as follows:

1.   Definitions. The following terms shall have the following meanings when
     capitalized in this Agreement:

     a.   "Affiliate" shall mean: (i) any entity which, directly or indirectly,
          owns or controls, is owned or is controlled by or is under common
          ownership or control with FDMS; and (ii) Alliances.

     b.   "Alliance" shall mean any venture (in any form, including in
          corporate, partnership or limited liability company form) or
          contractual alliance now or hereafter entered into between FDMS (or
          any of its Affiliates) and one or more third parties for the provision
          of Payment Processing Services pursuant to an arrangement whereby FDMS
          or its Affiliate shares the economic benefit of ownership of merchant
          contracts through profit sharing, revenue sharing, a royalty interest,
          or otherwise.

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     c.   "Auditor" shall mean any of the "Big Five" public accounting firms.

     d.   "Channel" shall mean: (i) an Alliance; (ii) a FDMS Bank; and (iii)
          such other third parties as FDMS and CSI may agree to in writing.

     e.   "Channel Participation Agreement" shall mean an agreement between FDMS
          and a Channel pursuant to which such Channel agrees to market and sell
          a Joint Program or Programs to FDMS Merchants pursuant to a Merchant
          Participation Agreement. The parties acknowledge and agree that a
          Channel Participation Agreement may be in the form of an addendum to
          the extent FDMS or its Affiliate already has a master services or
          alliance agreement with such Channel.

     f.   "CSI Member Information" shall mean: (i) Program Member Registration
          Data and Program Member Offer Selection Data as described in Exhibit
          6(h); and (ii) CSI Member profile data obtained from "cookies";
          provided by CSI to FDMS, a Channel, or their agents, but specifically
          excluding any information that FDMS can prove was obtained
          independently from CSI.

     g.   "CSI Web Site Interface" shall mean the software and related systems
          that allow the CSI Web Site and related CSI systems and servers to
          interface with FDMS or its agents to enable the transmission of
          Transmitted Data.

     h.   "Exclusivity Exception" shall mean the following exception to the
          specific exclusivity rights of FDMS set forth in this Agreement to
          provide Fulfillment Services for Joint Programs (including the
          CoolDining Program): the right of CSI to enter into an agreement with
          American Express, Discover, a private label card for which FDMS
          provides less than 50% of all settlement services, and/or Alliance
          Data Systems, Inc. pursuant to which such party will provide
          Fulfillment Services for a Joint Program or for another program that
          provides for the issuance of a discount directly to a CSI Member's
          American Express, Discover, or private label card, upon such CSI
          Member "clicking" or otherwise enabling a coupon or other similar
          offer and redeeming such coupon or offer at a merchant's web site,
          business premises, or through a catalogue, provided that CSI may only
          enter into an arrangement with Discover so long as FDMS provides less
          than 50% of all settlement services for Discover.

     i.   "FDMS Bank" shall mean a bank with whom FDMS and/or an Affiliate have
          entered into an agreement to provide certain Payment Processing
          Services.

     j.   "FDMS Merchant" shall mean a merchant that has entered into an
          agreement with FDMS and/or a Channel under which FDMS or such Channel
          provides the Payment Processing Services or other services to such
          merchant.

     k.   "Fulfillment Services" shall mean the provision of all of the
          following services: (i) the matching of a Merchant Offer against the
          redemption of that Merchant Offer by a CSI Member; (ii) the
          performance of all processing services necessary to prepare the
          appropriate credit arising out of such redemption for submission to
          the entity responsible for the posting said credit to the CSI Member's
          card account (e.g. the Visa or MasterCard Association), for posting to
          the CSI Member's card account; (iii) the submission of the appropriate
          credit arising out of such

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          redemption to the entity responsible for the posting said credit to
          the CSI Member's card account ; and (iv) the performance of reasonable
          services to resolve problems with the entity responsible for posting
          the appropriate credit to the CSI Member's card account to effectuate
          the posting of the appropriate credit to the CSI Member's card
          account.

     l.   "Joint Programs" shall mean: (i) CoolDining Program; and (ii) other
          CSI Member Programs that satisfy all of the following requirements:
          (1) the program requires Fulfillment Services; (2) FDMS agrees to
          provide the Fulfillment Services; (3) CSI agrees to provide access to
          such program to CSI Members; and (4) the terms and conditions of the
          program (including but not limited to, revenue and expense splits)
          have been agreed upon by the parties in a written addendum to this
          Agreement.

     m.   "Marks" shall mean the logos, trademarks, trade names, domain names
          and/or service marks owned or licensed by a party and used in carrying
          out the services and obligations contemplated under this Agreement.

     n.   "Merchant Offer" shall mean the Joint Program offer that a merchant
          makes to CSI Members through the CSI Web Site or a Joint Program web
          site from time to time.

     o.   "Merchant Participation Agreement" shall mean an agreement between
          FDMS, an Affiliate, or CSI, as applicable, and an FDMS Merchant
          pursuant to which such FDMS Merchant agrees to participate in a Joint
          Program.

     p.   "Payment Processing Services" shall mean the services FDMS and/or its
          Affiliates provide to FDMS Merchants, including but not limited to
          authorization, data capture, processing, settlement and reconciliation
          of credit and debit card transactions.

     q.   "Program Terms" shall mean those certain on-line terms and conditions
          located on the CSI Web Site that a CSI Member must access and agree to
          prior to participating in a Joint Program. CSI shall be a party to all
          Program Terms.

     r.   "Termination Date" shall mean (a) the date on which this Agreement
          expires by its terms; or (b) the date on which a party gives written
          notice to the other of termination under this Agreement.

     s.   "Transaction Data" shall mean the data that: (i) FDMS or a Channel
          captures in the ordinary course of business as a result of providing
          the Payment Processing Services when a consumer pays by credit card,
          (by way of example but not limitation, the credit card number, amount
          of purchase, date of purchase, and other information related to a
          specific transaction); and (ii) FDMS or a Channel provides to CSI as
          Transmitted Data, but specifically excluding any information which CSI
          can prove was obtained independently from FDMS or its Affiliates.

     t.   "Transmitted Data" shall mean, as to each party, the data fields that
          such party maintains, captures and transmits to the other in order to
          effect the CoolDining Program, as set forth in Exhibit 6(h).

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     u.   "Yclip" shall mean Yclip, Inc., a party with whom FDMS has entered
          into a separate agreement under which Yclip and FDMS have (i)
          established interfaces between Yclip and FDMS that allow for the
          transmission of Transmitted Data between the parties for purposes of
          allowing FDMS to provide the Fulfillment Services; and (ii) authorize
          Yclip, on behalf of FDMS, to establish interfaces between Yclip and
          third parties that allow Yclip to facilitate the transmission of
          Transmitted Data between FDMS and such third parties.

2.   Term.  The term of this Agreement shall be three (3) years commencing on
     the Effective Date, unless earlier terminated as provided herein.

3.   Joint Programs.  The parties will use commercially reasonable efforts to
     implement and launch Joint Programs. In addition to the CoolDining Program
     (which the parties shall launch and operate as described in Section 6), the
     parties currently contemplate the following programs will become Joint
     Programs under this Agreement, as follows:

     a.   Other Targeted Programs.  The parties will use good faith, diligent
          efforts to roll out other Targeted Programs for non-restaurant
          merchants, in accordance with the terms of the executed Addendum
          covering each such program, within one year of the Effective Date so
          long as the CoolDining Program is reasonably successful at such time.
          For purposes of clarification only, a Targeted Program is a Joint
          Program requiring payment of a membership fee by CSI Members for
          Merchant Offers in a specific industry. The CoolDining Program is a
          Targeted Program.

     b.   CSI Web Site Program.  The parties will use good faith, diligent
          efforts to roll out a program, in accordance with the terms of the
          executed Addendum covering such program, under which FDMS will provide
          Fulfillment Services for Merchant Offers presented at the CSI Web Site
          (the "CSI Web Site Program"), no later than September 30, 2000.

     c.   Other Programs.  The parties will use good faith, diligent efforts to
          roll out other programs requiring Fulfillment Services, in accordance
          with the terms of the executed Addendum covering each such program,
          within the time frame set forth in said Addendum.

     Subject to the Exclusivity Exception, FDMS shall be the exclusive provider
     of Fulfillment Services for (x) each program offered by CSI that requires
     Fulfillment Services (a "New Program"), and (y) the Joint Programs, for one
     (1) year from the date of launch of such New Program or Joint Program,
     except for New Programs for which CSI requires technology or capabilities
     that FDMS does not possess.  FDMS shall have sixty (60) days from the date
     it receives written notice from CSI setting forth the technology and
     capabilities that CSI requires for the New Program that CSI seeks to
     launch, to obtain such technology and capabilities and to so inform CSI in
     writing that it possesses the same.  In the event FDMS fails to so obtain
     the required technology and capabilities and so inform CSI in writing that
     it possesses the same within said 60 day period, then CSI shall be entitled
     to enter into an agreement with a third party to provide the Fulfillment
     Services for that New Program, as long as such third party agrees to
     provide the technology and capabilities that CSI required of FDMS for such
     New Program.

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     Merchants who enroll to participate in any Joint Program shall be referred
     to as "Participating Merchants".

4.   Channel Participation.  As soon as practicable after the Effective Date,
     FDMS shall solicit Channels to participate in the Joint Programs. CSI shall
     provide reasonable assistance to FDMS in its effort to sign up Channels.
     Each Channel electing to participate in Joint Programs (the "Participating
     Channels") shall be required to enter into a Channel Participation
     Agreement, which shall, at a minimum, provide express authorization from
     such Channel allowing FDMS and CSI to use Transaction Data for the purposes
     of providing the Joint Programs and charging FDMS Merchants applicable fees
     on behalf of the Participating Channel.

5.   Merchant Processing Agreement.  Within thirty (30) days of the Effective
     Date CSI shall enter into FDMS' standard Merchant Processing Agreement with
     FDMS and its designated sponsoring bank pursuant to which FDMS will process
     CSI's bankcard transactions for the Joint Programs, including but not
     limited to the processing of Program Member Fees for the Joint Programs
     (the "MPA")

6.   The CoolDining Program.

     a.   CoolDining Program Web Site.  CSI shall establish a separate URL
          address(es) known as www.CoolDining.com dedicated to the CoolDining
          Program ("CoolDining Program Web Site") that may be accessed through a
          link on the CSI Web Site, which shall be prominently displayed "above
          the fold" for no less than one hundred twenty (120) days after the
          CoolDining Launch (as defined below). Within ninety (90) days of the
          Effective Date: CSI will complete development of the CoolDining
          Program Web Site to the reasonable satisfaction of FDMS; and FDMS will
          incorporate the CoolDining Program into its proprietary online
          incentive management site (the "yourwebvalues Site") to the reasonable
          satisfaction of CSI.

          i.   The CoolDining Program Web Site shall display Merchant Offers
               that may be selected by CoolDining Program Members (as defined in
               Section 6(c) below). In addition, the CoolDining Program Web Site
               shall allow CSI Members to enroll in the CoolDining Program, as
               set forth in Section 6(c).

          ii.  FDMS shall  prominently display "above the fold" on the
               yourwebvalues Site a linking image (to be supplied by CSI)
               linking to the CoolDining Program Web Site. The Channels may, at
               their option, also include the same linking image on their
               respective web sites linking to the CoolDining Program Web Site.

     b.   Implementation Plan.  Within thirty (30) days of the Effective Date
          the parties will use their best efforts to develop and agree upon an
          implementation plan setting forth the process through which the
          CoolDining Program will be launched. Each party will identify one
          representative to act as such party's contact for day-to-day
          implementation of the CoolDining Program. Each party will provide such
          cooperation and assistance to the other as may be reasonably required
          or requested in order to develop the implementation plan and to
          implement the CoolDining

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          Program. The parties shall launch the CoolDining Program by July 15,
          2000 (the "CoolDining Launch") in accordance with the implementation
          plan. In the event the CoolDining Launch is not achieved by July 15,
          2000 due solely to FDMS' acts and/or omissions, then FDMS shall pay to
          CSI a late fee in the amount of $25,000. In the event the CoolDining
          Launch is not achieved by September 1, 2000 due solely to FDMS' acts
          and/or omissions, then all exclusivity rights to provide Fulfillment
          Services granted FDMS under this Agreement shall be immediately and
          automatically terminated.

     c.   CSI Member Enrollment.  In order to enroll in the CoolDining Program,
          CSI Members will be required to go to the CoolDining Program Web Site
          and: (i) provide the number(s) and expiration date(s) of a valid VISA
          and/or MasterCard credit card (or other credit cards covered under the
          Exclusivity Exception), and such other information as CSI and FDMS may
          otherwise agree upon in writing for said VISA and MasterCard credit
          cards; (ii) agree to pay an annual fee for participation in the
          CoolDining Program in an amount to be determined by CSI after
          consultation with FDMS (the "CoolDining Program Fee"); and (iii) agree
          to other terms and conditions of the CoolDining Program as FDMS and
          CSI mutually agree upon and which will be attached hereto as Exhibit
          6(c) within ninety days of the Effective Date, including but not
          limited to the items currently set forth in Exhibit 6(c). CSI Members
          who satisfy (i), (ii) and (iii) above shall be known as CoolDining
          Program Members. FDMS shall process the CoolDining Program Fees
          pursuant to the MPA, as set forth in Section 5.

          i.   From time to time during the term of this Agreement, CSI shall
               design and conduct CoolDining Program Member satisfaction surveys
               and share the results of the same promptly with FDMS.

          ii.  CSI shall promptly respond to e-mail questions about the
               CoolDining Program received from CoolDining Program Members. Such
               response shall be by e-mail and may include directing CoolDining
               Program Members to FDMS for handling of credit card related
               issues. CSI shall copy a designated FDMS representative on all
               responses referencing FDMS.

          iii.

     d.   FDMS Merchant Enrollment.  FDMS Merchants may be enrolled to
          participate in the CoolDining Program by either CSI or a Participating
          Channel. FDMS Merchants that enroll through CSI shall be considered
          CSI-Sourced Merchants and FDMS Merchants that enroll through a
          Participating Channel shall be considered FDMS-Sourced Merchants.

          i.   FDMS Merchants who desire to participate in the CoolDining
               Program will be required to enter into a Merchant Participation
               Agreement, which will set forth the terms of the CoolDining
               Program (to be determined jointly by CSI and FDMS within thirty
               (30) days of the Effective Date) (the "FDMS Merchant
               Participation Agreement"). All FDMS Merchants (both CSI-Sourced
               Merchants and FDMS-Sourced Merchants) with Internet access who
               desire to participate in the CoolDining Program shall be directed
               to an Internet site(s) to be agreed upon by the parties within
               thirty (30) days of the Effective Date, to enroll. All web pages
               accessible by said

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               FDMS Merchants at such Internet Site shall display the CSI name
               and logo in a prominent place. Furthermore, in recognition of the
               fact that certain FDMS Merchants who desire to participate in the
               CoolDining Program may not have access to the Internet, CSI and
               FDMS shall develop within 30 days of the Effective Date an off-
               line enrollment process for such FDMS Merchants. The applicable
               Participating Channel shall be party to the FDMS Merchant
               Participation Agreement for all FDMS-Sourced Merchants, and CSI
               shall be party to the FDMS Merchant Participation Agreement for
               all CSI-Sourced Merchants.

          ii.  Each party shall provide reasonable information to the other upon
               request regarding what FDMS Merchants it (or in the case of the
               FDMS, the Channels) has signed up.

          iii. CSI will provide in-store promotional materials reasonably
               requested by FDMS for Participating Merchants to post on their
               premises during the term of the Agreement.

     e.   CSI Restriction.  CSI shall not solicit or sell the CoolDining
          Program to a Channel without the prior approval of FDMS.

     f.   CoolDining Program Participation.  The Channel Participation Agreement
          will require Participating Channels to use commercially reasonable
          efforts to target the CoolDining Program to FDMS Merchants. Likewise,
          CSI shall target the CoolDining Program to FDMS Merchants located in
          cities wherein a reasonable number of FDMS Merchants have contracted
          to participate in the Program.

     g.   Merchant Offers.  CSI-Sourced Merchants will be directed to a CSI
          branded web site for creating Merchant Offers. Yclip will build and
          host this site. FDMS-Sourced Merchants will be directed to the
          yourwebvalues Site or a Channel-branded web site for creating Merchant
          Offers, provided that such Channel-branded web site will include
          reference to the CoolDining Program specifically, and such reference
          shall prominently display CSI's name and logo.

          i.   Each site used to create Merchant Offers will be embedded with
               the Yclip Offer Making Tool, which will be enhanced prior to the
               CoolDining Launch if necessary in order to deliver Merchant
               Offers to CSI in a mutually agreed upon format that satisfies the
               criteria mutually agreed upon between the parties as soon as
               practicable (but no later than thirty (30) days after the
               Effective Date) to be attached to this Agreement as Exhibit
               6(g)(i), and as mutually amended thereafter (the "Offer
               Standards"). All Merchant Offers submitted to CSI shall comply
               with the Offer Standards. FDMS shall proof and edit all Merchant
               Offers prior to the submission of each such Merchant Offer to CSI
               (and the cost of such service shall be a Deduction as more fully
               set forth on Exhibit 6l). From time to time, CSI may conduct
               quality assurance testing on samples of proposed Merchant Offers
               submitted for posting to ensure such proposed Merchant Offers
               comply with the Offer Standards then in effect. The first time
               more than ten percent (10%) offers in a particular month, fail to
               pass such testing, CSI shall notify FDMS in writing, and FDMS
               shall take reasonable efforts to ensure that proposed Merchant
               Offers submitted to CSI thereafter comply with the Offer
               Standards then in effect. The second time more than ten percent
               (10%) offers fail to pass such testing in a particular month, OR
               the first time more than

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               twenty-five percent (25%) offers fail to pass such testing in a
               particular month, then: (i) CSI may elect to perform all proofing
               and editing of all Merchant Offers in place of FDMS and the cost
               of such of such service shall be a Deduction under Exhibit 6l; or
               (ii) CSI shall be entitled to immediately terminate this
               Agreement pursuant to Section 14f. FDMS, at its sole cost and
               expense, shall obtain a license enabling CSI to use Yclip's Offer
               Making Tool during the term of this Agreement, and for that
               period thereafter necessary to wrap up the parties obligations
               under this Agreement under Section 17, provided that CSI's use
               may be subject to standard terms and conditions.

          ii.  Notwithstanding anything contained in this Agreement to the
               contrary, all Merchant Offers are at all times subject to CSI's
               reasonable approval. CSI reserves the right at all times to
               refuse, reject, censor, or withdraw, without notice, any Merchant
               Offer that CSI deems to be improper for any reason. CSI will
               immediately notify FDMS of any rejected Merchant Offer and will
               cooperate with FDMS and the applicable FDMS Merchant in order to
               educate such FDMS Merchant on the Offer Standards and ways to
               resubmit a Merchant Offer that will not result in rejection.

          iii. Merchant Offers for the CoolDining Program may be posted on web
               sites other than the CoolDining Program Site.

     h.   Data Transmission.  Each party shall capture and maintain its
          respective Transmitted Data, as set forth in Exhibit 6(h), and
          transmit the Transmitted Data to the other party through the Program
          Interface (as defined in Section 7 below).

     i.   Fulfillment Services.  FDMS shall provide Fulfillment Services for the
          CoolDining Program in accordance with the performance standards set
          forth on Exhibit 11, except with respect to those credit cards covered
          under the Exclusivity Exception. For each credit card registered in
          the CoolDining Program for which FDMS is required to provide
          Fulfillment Services, each fulfilled Merchant Offer shall appear on
          the applicable CoolDining Program Member's credit card statement as a
          separate transaction item clearly denoted as a "CoolDining" credit,
          pursuant to the terms of the MPA.

     j.   Customer Service.  FDMS will provide customer service to the
          Participating Merchants through toll free lines or e-mail. Program
          Members seeking customer service will first be directed to e-mail CSI
          for assistance. CSI shall provide such assistance via e-mail to the
          extent it can reasonably do so. In the event CSI is unable to
          reasonably provide the necessary assistance, then CSI shall refer the
          Program Member to FDMS for assistance, and FDMS shall provide such
          assistance to the extent it can reasonably do so. FDMS shall provide
          such assistance through e-mail. Provided however, upon the first to
          occur of: (i) FDMS receiving more than 5000 e-mails in any one month
          during the first six (6) months after the CoolDining Launch; or (ii)
          six (6) months after the CoolDining Launch; (the "Trigger Date") FDMS
          and CSI will review the costs incurred by FDMS in providing such
          Program Member customer service. In the event FDMS is unwilling to
          continue providing such services without any reimbursement for doing
          so, and the parties are unable to agree in writing upon such a
          mutually acceptable level of reimbursement within thirty (30) days
          after the Trigger Date,

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          then for a period ending on the sixty-first (61st) day after the
          Trigger Date, FDMS shall be entitled to terminate this Agreement
          effective upon written notice to CSI. Upon any such termination
          hereunder, the terms of Section 17 shall apply.

     k.   CoolDining Fees.  FDMS shall collect all CoolDining program fees from
          CSI-Sourced Merchants and FDMS-Sourced Merchants and shall remit to
          CSI the amounts set forth in Exhibit 6(k) within forty-five (45) days
          of the end of each month. Provided however, in the event that fees
          collected from Participating Merchants in any 90 day period is less
          than fifty percent (50%) of the amount owing, then either CSI or FDMS
          may terminate this Agreement pursuant to Section 14f. CSI shall
          collect CoolDining Program Fees from CoolDining Program Members and
          remit to FDMS the amounts set forth in Exhibit 6(l) within forty-five
          (45) days of the end of each month. FDMS may charge a Participating
          Channel any fees FDMS deems appropriate for participation in the
          CoolDining Program. Likewise, the Participating Channels and CSI, as
          applicable, may charge the FDMS Merchants any fees such party deems
          appropriate for participation in the CoolDining Program.
          Notwithstanding the foregoing, the parties may elect to market the
          CoolDining Program to the Channels with a suggested retail price.

          i.   FDMS shall use commercially reasonable efforts to collect all
               fees from FDMS Merchants related to the CoolDining Program.

     l.   Revenue Sharing.  The parties shall share revenue from CoolDining
          Program Fees pursuant to the calculation set forth in Exhibit 6(l).

     m.   Exclusivity.  Subject to the Exclusivity Exception, FDMS shall be the
          exclusive provider of Fulfillment Services with respect to the
          CoolDining Program.

     n.   Termination of CoolDining Program.  Either party may terminate the
          CoolDining Program at any time after six (6) months after the
          CoolDining Launch in the event either party is dissatisfied with the
          results of the CoolDining Program. In the event a party elects to
          terminate the CoolDining Program under this Section, such party shall
          provide the other party with not less than sixty (60) days prior
          written notice. In the event of termination of the CoolDining Program,
          the parties shall comply with the terms of Section 17 (Effect of
          Termination) as it relates to their obligations with respect to the
          CoolDining Program only. Termination of the CoolDining Program shall
          not relieve either party of other obligations under this Agreement not
          related to the CoolDining Program.

7.   Interface Development. Yclip will develop an interface and/or a web site
     between CSI's server and Yclip by June 1, 2000 that will allow: (i) each
     party to transmit the Transmitted Data to one another (through Yclip); and
     (ii) FDMS to provide the Fulfillment Services (the "Program Interface").
     The parties will provide reasonable cooperation, information and assistance
     in order to achieve development of the Program Interface. FDMS and/or Yclip
     shall own all rights in or to the Program Interface, subject to CSI's
     rights under Section 23 (Ownership). If Yclip fails to "develop" the
     Program Interface by June 1, 2000, then FDMS shall pay to CSI a late fee in
     the amount of $25,000. As used herein, "develop" shall mean having the
     Program Interface in a state of

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     operation wherein it is capable of being reasonably tested but not
     necessarily of being able to function in a production mode.

8.   Authorization to Place Cookies.  CSI hereby authorizes and will provide
     access to Yclip to place a cookie on the browser of each Joint Program
     Member solely for the purpose of providing any Joint Program or any
     component of such Joint Program hereunder. All information obtained
     therefrom shall be CSI Member Information and shall be owned exclusively by
     CSI.

9.   CSI Nonsolicitation Obligation.  CSI shall not (i) knowingly solicit any
     FDMS Merchants for services similar to or competitive with the Payment
     Processing Services; or (ii) engage or retain a third party to solicit the
     FDMS Merchants for services similar to or competitive with the Payment
     Processing Services (the "Non-Solicitation Obligation").

10.  FDMS Nonsolicitation Obligation.  FDMS shall not use CSI Member Information
     under this Agreement to knowingly solicit, or engage or retain any third
     party to solicit, such CSI Members for any reason other than with respect
     to the Joint Programs unless otherwise agreed to in writing by CSI. Nothing
     in this Section shall preclude FDMS or its Affiliates (or third parties on
     their behalf) that solicit consumers for various products and services in
     the ordinary course of business from continuing to do so, provided that
     they obtain the names of the consumers from a source other than the CSI
     Member Information (also, the "Non-Solicitation Obligation").

11.  Performance Standards.  For all Joint Programs, including the CoolDining
     Program, each party shall meet the respective performance standards set
     forth in Exhibit 11 (the "Performance Standards"). In the event a party
     fails to meet any Performance Standard, the other party shall provide
     written notice of the specific failure and the failing party shall promptly
     initiate a cure of such failure and complete such cure as soon as
     practicable. Three (3) failures of a party to meet all applicable
     Performance Standards in any consecutive three (3) month period shall be
     considered a material breach of this Agreement (an "Ongoing Performance
     Standard Breach") and subject to the other party's right to terminate this
     Agreement under Section 14(b) (Termination for Ongoing Performance Standard
     Breach).

12.  Hyperlink.  CSI will prominently post a linking image provided by FDMS at
     the CSI and/or CoolDining Web Site that will promote FDMS as a provider of
     Payment Processing Services. CSI shall refer any merchants requesting or
     seeking Payment Processing Services to FDMS, and CSI shall not make any
     referral to or otherwise promote any provider of Payment Processing
     Services other than FDMS during the term of this Agreement, except for any
     provider of Payment Processing Services covered under the Exclusivity
     Exception.

13.  License.  Each party hereby grants to the other party a nonexclusive,
     limited, revocable, nontransferable, nonassignable license to use the Marks
     of such party for the sole purposes expressly set forth herein. A party's
     use of the other's Mark(s) requires the prior approval of the other party,
     which shall not be unreasonably withheld. Furthermore, each party retains
     the right to ensure the other party maintains the quality of the Marks of
     the other party and to revoke this license in the event such quality is not
     upheld. Each party accepts such grant from the other, acknowledges and
     admits that it has no right, title or interest in the other's Marks other
     than the right to use the Marks as set forth herein,

                                       10
<PAGE>

     and agrees to knowingly do nothing inconsistent with the other party's
     ownership rights which would in any material way cause dilution of any of
     the other party's Marks.

14.  Termination.  Either party may at its option immediately terminate this
     Agreement by giving written notice thereof to the other party in the event
     of the occurrence of any of the following:

     a.   Failure of the other party to correct or cure any material breach of
          this Agreement by such other party within thirty (30) calendar days
          after receipt of a written notice from the non-breaching party
          specifying such breach, provided that the breaching party promptly
          commences and diligently pursues a cure as soon as practicable after
          receiving notice thereof.

     b.   An Ongoing Performance Standard Breach;

     c.   A material breach by the other party of Section 20 (Use of Data),
          Section 21 (Privacy Policy), or Section 22 (Proprietary Information);

     d.   Failure by a party to pay monies required to be paid under this
          Agreement, when due (an "Economic Default"), within twenty (20) days
          after written notice to the other party identifying the Economic
          Default, provided however, in the event that a party commits more than
          two (2) Economic Defaults in any six (6) month period under this
          Agreement, then upon the occurrence of the next Economic Default by
          such party within that six month period, the non-defaulting party
          shall be entitled to immediately terminate this Agreement upon written
          notice to the defaulting party and no cure period or right to cure
          shall be available to the defaulting party;

     e.   The other party becomes insolvent, or a petition in bankruptcy is
          filed, or any similar relief is filed by or against the other party,
          or a receiver is appointed with respect to any of the assets of the
          other party, or a liquidation proceeding is commenced by or against
          the other party; or

     f.   As otherwise specifically provided in another Section of this
          Agreement.

15.  Termination by FDMS in the Event of Change of Control.  In the event that
     all or a controlling interest in CSI is acquired by an unrelated third
     party by merger, acquisition or private or public purchase of securities or
     assets, and such third party is a competitor of FDMS as a provider of
     Payment Processing Services, then FDMS shall have the right, at its sole
     option and discretion, to immediately terminate this Agreement upon written
     notice to CSI. CSI shall provide FDMS written notice of such transaction as
     soon as such transaction has been consummated.

16.  Termination by CSI for FDMS Shortfall.  CSI may terminate this Agreement
     immediately upon written notice to FDMS in the event an Auditor identifies
     a shortfall in payment due CSI of more than 10% two times in any twenty-
     four month period pursuant to an audit conducted under Section 19.

17.  Effect of Termination.  In the event of the expiration of this Agreement
     under Section 2 or the termination of this Agreement as specifically
     provided in this Agreement, the parties shall perform as follows:

                                       11
<PAGE>

     a.   As of the Termination Date, each party shall cease marketing or
          promoting all applicable Joint Programs and shall remove all
          references to the other party on their respective web sites (except as
          may be required to comply with the next sentence). Each party shall
          only continue to perform their respective obligations hereunder as may
          be necessary to wind down all Joint Programs for up to forty-five (45)
          days after the Termination Date.

     b.   Each party shall post within five (5) business days of the Termination
          Date at any and all Joint Program-related web sites a notice of the
          termination of the applicable Joint Program(s). Such notice may only
          inform Program Members of the end of the Joint Program, the effective
          date of the end of the Joint Program, and other essential facts
          necessary to wind up the Joint Program. The notice shall not give any
          statement regarding the reason for the end of the Program or assess
          any blame or fault on the other party. The parties shall consult with
          each other as to the contents of such notice.

     c.   Upon completion of the wind down of all Joint Programs under
          subsection a, above: (i) FDMS (or Yclip on behalf of FDMS) shall take
          down the applicable Program Interfaces; (ii) CSI shall cease all use
          of Transaction Data and shall certify to FDMS in writing within five
          (5) business days of the Termination Date that it has destroyed copies
          of all files or other media containing Transaction Data and that it no
          longer uses or will use the Transaction Data; and (iii) FDMS, the
          Channels, the Affiliates and their agents (as applicable) shall cease
          all use of CSI Member Information and FDMS shall certify to CSI in
          writing within five (5) business days of termination that it, the
          applicable Channels, Affiliates, and their agents have destroyed
          copies of all files or other media containing CSI Member Information
          and that they no longer use or will use the CSI Member Information.

     d.   Within thirty (30) days after the Termination Date, FDMS shall notify
          the FDMS-Sourced Merchants, and CSI shall notify the CSI-Sourced
          Merchants and the applicable Program Members (in writing), of the
          cancellation of the applicable Joint Program(s). Said notices shall
          only state that the Joint Program(s) has been terminated without
          stating the reason for such termination and without any disparaging
          remarks about the other party. Each party shall provide the other
          party with a copy of the communication it intends to send under this
          Section at least two (2) weeks prior to sending such communication;

     e.   As soon as practicable after the Termination Date but in no event
          later than sixty (60) days after the Termination Date, CSI shall
          initiate a refund to each applicable Program Member via its registered
          credit card of a pro rata portion of any Program Fees collected from
          such Program Member for its respective membership year, and FDMS shall
          process such refund pursuant to the terms of the MPA. In addition,
          FDMS shall refund to each Participating Merchant who enrolled during
          the calendar year in which the expiration occurs, a prorated portion
          of any "set-up" fees collected from such Participating Merchant. The
          parties shall be liable for their respective percentage share as set
          forth on Exhibit 6(l) of (i) any fees so refunded, and (ii) any
          Deductions on Exhibit 6(l) incurred for such feeds refunded, and shall
          promptly reconcile and pay any amounts owing.

     f.   Each party shall promptly pay to the other any amounts then due and
          owing

                                       12
<PAGE>

          pursuant to the terms of this Agreement. FDMS shall provide applicable
          billing and accounting services as described in this Agreement until
          all monies owing under the Joint Programs are collected and allocated
          pursuant to the applicable revenue share, and CSI's share is paid to
          CSI.

     g.   Each party shall promptly return to the other any Proprietary
          Information (as defined in Section 21 herein) belonging to the other
          party and shall cease all use of the other's Marks (except, and only
          to the extent, as may otherwise be necessary to wind down all Joint
          Programs under subsection a. above).

     h.   Each party shall continue to comply with its respective
          Nonsolicitation Obligation for one (1) year after the Termination
          Date.

18.  No Limitation of Remedies.  Nothing contained in this Agreement shall
     be construed to limit or deny either party's rights or remedies provided
     under this Agreement or at law or equity. By way of example but not
     limitation, a party's election to terminate this Agreement because of the
     other party's breach, shall not in any way limit the non-breaching party's
     right to pursue damages suffered as a result of such breach (subject to the
     terms of Sections 31 and 32).

19.  Audit Rights.  No more than two (2) times in any twelve month period either
     party shall have the right, at its expense, upon five (5) business days
     advance written notice to the other party, to retain an Auditor to audit
     copies of all relevant books and records of the other party necessary to
     confirm any calculations made hereunder. In the event any such audit
     reveals a shortfall or overpayment in any payment made to CSI or FDMS, then
     the party owing monies to the other shall pay the amount owing within two
     weeks of the date the amount of such shortfall or overpayment is finally
     determined and notice of the same is provided to the other party. Further,
     should any such shortfall or overpayment exceed ten percent (10%) of the
     actual amount due for the period audited, then in addition to paying the
     amount of the shortfall or overpayment, the party obligated to pay shall
     promptly (i) pay the other party interest on the amount of the shortfall or
     overpayment at the rate of Two Percent over the Prime Rate of Bank One (as
     announced by Bank One) from the date of the underlying shortfall or
     overpayment until the amount is paid; and (ii) reimburse the other party
     for all reasonable, direct costs of the audit, in the event the other party
     initiated the audit. Should any audit hereunder reveal a party's second
     underpayment of the amount properly owing to the other party exceeding ten
     percent (10%) of the actual amount due for the period audited, then in
     addition to the remedies provided herein, the other party may immediately
     terminate this Agreement.

20.  Use of Data.  Notwithstanding anything to the contrary herein:

     a.   Transaction Data.  As between the parties, FDMS and/or the applicable
          Channel own all Transaction Data. CSI may only have access to and use
          of the Transaction Data for the purposes of fulfilling its obligations
          hereunder with respect to the Joint Programs (including the CoolDining
          Program). Except as expressly provided herein, CSI will not use,
          disclose or sell any Transaction Data without FDMS' prior written
          consent, which consent FDMS may elect not to give in its sole
          discretion. As between the parties, Transaction Data shall be
          considered Proprietary Information of FDMS. CSI's use, sale or
          disclosure of the Transaction Data for any program or purpose other
          than those expressly set forth

                                       13
<PAGE>

          herein, or for other than any Joint Program, shall be considered a
          material breach of this Agreement. CSI expressly represents that it
          will not merge the Transaction Data with any other data or database
          used by CSI except for data or databases relative to other Joint
          Programs, and any such merger shall be solely for purposes of carrying
          out the Joint Programs.

     b.   CSI Member Information.  CSI owns all CSI Member Information.  FDMS,
          the Channels, the Affiliates, and their agents may only have access to
          and use of the CSI Member Information for the purposes of carrying out
          the Joint Programs (including the CoolDining Program). Except as
          expressly provided herein, FDMS, the Channels, the Affiliates, and
          their agents will not use, disclose or sell any CSI Member Information
          without CSI's prior written consent, which consent CSI may elect not
          to give in its sole discretion. As between the parties, CSI Member
          Information shall be considered Proprietary Information of CSI. The
          use, sale or disclosure of the CSI Member Information by FDMS, the
          Channels, the Affiliates, or their agents for any program or purpose
          other than those expressly set forth herein, or for other than any
          Joint Program, shall be considered a material breach of this
          Agreement. FDMS expressly represents that it, the Channels, the
          Affiliates and their agents will not merge the CSI Member Information
          with any other data or database except for data or databases relative
          to other Joint Programs, and any such merger shall be solely for
          purposes of carrying out the Joint Programs.

21.  Privacy Policy.  Within forty-five (45) days of the Effective Date the
     parties shall cooperate to draft a privacy policy related to the Joint
     Programs and the use of CSI Member Information (the "Program Privacy
     Policy"), which shall be posted prominently at the applicable Joint Program
     and/or CSI Web Site(s). The Program Terms shall include clear, prominent
     authorization by the Program Member allowing the applicable Joint Program
     provider the right to use and/or disclose CSI Member Information for the
     purposes of providing the Joint Program to such Program Member, targeting
     more specific Merchant Offers to such Program Member, and providing the
     Fulfillment Services. The Program Member terms and conditions shall also
     include a means by which a Program Member may cease participation in each
     applicable Joint Program and remove its information from the CSI and/or
     FDMS systems. The parties acknowledge and agree that each Joint Program,
     including but not limited to the CoolDining Program, shall be expressly
     designed to comply with all applicable laws and regulations related to
     privacy and each party shall take all steps necessary to comply with such
     laws and abide by the terms of the Program Privacy Policy. In no event
     shall either party violate the Program Privacy Policy, and such breach
     shall be considered a material breach of this Agreement. Each party agrees
     that any violation of the Program Privacy Policy by a party (the
     "Defaulting Party") may cause the other party (the "Non-Defaulting party")
     immediate and irreparable harm for which money damages may not constitute
     an adequate remedy. In such event, each party agrees that injunctive relief
     may be warranted in addition to any other remedies the Non-Defaulting Party
     may have.

22.  Proprietary Information.  The terms of that certain Information Exchange
     and Non-Disclosure Agreement between the parties dated August 5, 1999 shall
     apply to any "Proprietary Information" (as defined therein) accessed or
     disclosed during the term of this Agreement. Each party agrees that any
     unauthorized use or disclosure by a party (the "Defaulting Party") of the
     Proprietary Information of the other (the "Non-Defaulting

                                       14
<PAGE>

     party") may cause immediate and irreparable harm to the Non-Defaulting
     Party for which money damages may not constitute an adequate remedy. In
     such event, each party agrees that injunctive relief may be warranted in
     addition to any other remedies the Non-Defaulting Party may have. In
     addition, the Defaulting Party agrees promptly to advise the Non-Defaulting
     Party in writing of any unauthorized misappropriation, disclosure or use by
     any person of such party's Proprietary Information which may come to its
     attention and to take all steps at its own expense reasonably requested by
     the Non-Defaulting Party to limit, stop or otherwise remedy any
     misappropriation, disclosure or use by its own representatives, agents or
     employees. The obligations of this Section shall survive the termination of
     this Agreement for the longest period of time permitted by law.

23.  Ownership.  FDMS hereby acknowledges and agrees that CSI owns all right,
     title and interest in and to: (i) the CSI Web Site, the CoolDining Program
     Web Site, and all other Joint Program web sites unless specifically
     otherwise agreed to in writing by the parties; (ii) the CSI Member
     Information; (iii) the CSI Marks; and (iv) all other technology, systems,
     software or development to the extent provided by CSI (collectively, the
     "CSI Property"). CSI hereby acknowledges and agrees that FDMS owns and or
     licenses all right, title and interest in and to (a) the FDMS System; (b)
     the FDMS Marks; (c) the Program Interface (except as provided in subsection
     (iv) above); (d) all Transaction Data; and (e) all other technology,
     systems, software or development to the extent provided by FDMS
     (collectively, the "FDMS Property").

24.  Compliance with Laws.  Each party shall comply with all applicable laws and
     regulations, including but not limited to, all laws related to consumers
     and consumer privacy ("Laws").

25.  Representations and Warranties.

     a.   By CSI.  CSI hereby represents and warrants that:

          i.   it has all requisite corporate power and authority to enter into
               this Agreement and carry out the transactions contemplated
               hereby;

          ii.  the execution, delivery and performance of this Agreement and
               consummation of the transactions contemplated hereby have been
               duly authorized by all requisite corporate action and does not
               violate any agreement which CSI is bound by or any law, rule or
               regulation to which CSI is subject;

     b.   By FDMS.  FDMS hereby represents and warrants that:

          i.   it has all requisite corporate power and authority to enter into
               this Agreement and carry out the transactions contemplated
               hereby; and

          ii.  the execution, delivery and performance of this Agreement and
               consummation of the transactions contemplated hereby have been
               duly authorized by all requisite corporate action and does not
               violate any agreement which FDMS is bound by or any law, rule or
               regulation to which FDMS is subject.

     c.   Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT: (i),
          NEITHER PARTY WARRANTS THAT THE COOLDINING PROGRAM

                                       15
<PAGE>

          WEB SITE, THE CSI WEB SITE, ANY OTHER JOINT PROGRAM WEB SITE, THE
          PROGRAM INTERFACE, OR THE FDMS SYSTEM, AS APPLICABLE, WILL PERFORM IN
          THE MANNER EXPECTED OR WITHOUT INTERRUPTION, ERROR OR DEFECT; AND (ii)
          NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
          INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
          PURPOSE OR WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL
          PROPERTY RIGHTS NOT SPECIFICALLY ENUMERATED.

26.  Agents.  Neither party may use an agent to perform any of its obligations
     hereunder without the prior written consent of the other. In the event an
     agent is used to perform hereunder, such agent: (i) may in no event access
     or use the Transaction Data for any reason unless FDMS provides its prior
     written consent and such use is allowed by applicable law or regulation;
     (ii) may in no event access or use the CSI Member Information for any
     reason unless CSI provides its prior written consent and such use is
     allowed by applicable law or regulation; and (iii) shall be required to
     enter into a written agreement under which such agent shall be subject to
     obligations of confidentiality no less restrictive than those set forth in
     this Agreement and the terms of Section 20. In addition, the party using an
     agent shall at all times remain fully and primarily liable and responsible
     for the performance of its obligations under this Agreement, as well as the
     manner in which any delegated obligations are performed. FDMS hereby
     notifies CSI that Yclip shall be considered an agent of FDMS under this
     Agreement, and upon receipt of a written agreement satisfying subsection
     (iii) herein, CSI hereby agrees to consent to such agency.

27.  Stored Value Cards.  For a period of one (1) year from and after the
     CoolDining Launch, CSI shall not enter into an agreement with any third
     party for processing of transactions from a CSI branded stored value card
     (i.e. bearing the "Coolsavings" name) without providing FDMS with the
     opportunity to bid on providing such processing services.

28.  Disclaimer/Force Majeure.  Neither party shall be liable for any loss or
     damage whatsoever suffered by the other party, any Participating Channel,
     any Participating Merchant, any CSI Member, or any other third party as a
     result of, or arising from, the failure of any Merchant Offers, at any
     time, to appear on the applicable Joint Program Web Site unless caused by
     the gross negligence or intentional wrongful act of such party. The parties
     acknowledge that in the event that any Merchant Offer fails for any reason
     to appear on the applicable Joint Program Web Site or is in any way
     incorrectly posted, the sole and exclusive remedy shall be the placement
     of, or the corrected posting of, such Merchant Offer on the applicable
     Joint Program Web Site for an additional period equal to the period in
     which it fails to appear or appeared incorrectly. Each FDMS Merchant
     Agreement shall contain substantially the same disclaimer. Furthermore,
     neither party shall be liable for any delay or failure in performance of
     any part of this Agreement, other than for any delay or failure to pay
     money owed hereunder, by reason of acts of God, fire, strikes, shortages of
     labor or materials, or any change in law that makes performance hereunder
     impossible.

29.  General Indemnifications.

                                       16
<PAGE>

     a.   By CSI. CSI shall indemnify FDMS, its Affiliates and Channels, and its
          and their directors, officers and employees (the "FDMS Group"), for
          any claim, loss, damage, expenses, penalty or liability the FDMS Group
          member sustains or incurs, including reasonable attorneys fees and
          litigation costs (together, "Loss") as a result of a claim by a third
          party (i) that CSI or its agent has breached the Program Privacy
          Policy; (ii) arising out of any products and services provided by CSI
          or its agents; (iii) related to the CSI Property; and (iv) arising out
          of a breach of this Agreement by CSI or its agents. CSI's obligation
          to indemnify the FDMS Group pursuant to the foregoing shall not apply
          to the extent such claim is due to the breach of this Agreement by any
          member of the FDMS Group or its agents, or the gross negligence or
          willful misconduct of any member of the FDMS Group, or its agents. In
          addition to the foregoing, CSI shall indemnify the FDMS Group for any
          Loss arising out of CSI's or its agents' use or disclosure of the
          Transaction Data in any manner not permitted under this Agreement,
          wherein the information in issue was obtained by the party who
          wrongfully used or disclosed it, pursuant to, or as a result of, this
          Agreement.

     b.   By FDMS.  FDMS shall indemnify CSI, its affiliates, directors,
          officers and employees (the "CSI Group") for any Loss as a result of a
          claim by a third party (i) that FDMS, its Affiliates, the Channels, or
          their agents has breached the Program Privacy Policy; (ii) related to
          the FDMS Property; (iii) arising out of any products and services
          provided by FDMS, its Affiliates, the Channels, or their agents; and
          (iv) arising out of a breach of this Agreement by FDMS or its agents.
          FDMS' obligation to indemnify the CSI Group pursuant to this Section
          shall not apply to the extent such claim is due to the breach of this
          Agreement by a member of the CSI Group or its agents or the gross
          negligence or willful misconduct of any member of the CSI Group, CSI
          or its agents. In addition to the foregoing, FDMS shall indemnify the
          CSI Group for any Loss arising out of the use or disclosure of the CSI
          Member Information in any manner not permitted under this Agreement by
          any member of the FDMS Group (as defined in subsection 29a above) or
          its agents, wherein the information in issue was obtained by the party
          who wrongfully used or disclosed it, pursuant to, or as a result of,
          this Agreement.

30.  Intellectual Property Indemnification.

     a.   By CSI.  CSI shall indemnify the FDMS Group for any Loss that may
          result by reason of any infringement or claim of infringement of any
          copyright, patent, trademark, trade secret or other proprietary right
          of any third party related to the CSI Property, and all software,
          services and systems provided by CSI and its agents in connection with
          any Joint Program hereunder.

     b.   By FDMS.  FDMS shall indemnify the CSI Group for any Loss that may
          result by reason of any infringement or claim of infringement of any
          copyright, patent, trademark, trade secret or other proprietary right
          of any third party related to the FDMS Property, and all software,
          services and systems provided by FDMS, its Affiliates, the Channels,
          and their agents in connection with any Joint Program hereunder.

31.  No Consequential or Punitive Damages.  NEITHER PARTY WILL BE LIABLE TO THE
     OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM

                                       17
<PAGE>

     THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL,
     PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR
     PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS AGREEMENT
     (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR
     OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR
     ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF
     THE POSSIBILITY THEREOF. PROVIDED HOWEVER, NOTHING CONTAINED HEREIN SHALL
     BE CONSTRUED TO DENY OR LIMIT A PARTY'S RIGHT TO BE MADE WHOLE PURSUANT TO
     ANY INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 29 OR 30, EVEN IF THE
     DAMAGE AMOUNT AWARDED TO THE THIRD PARTY (AND ASSESSED AGAINST THE
     INDEMNIFIED PARTY) IN THE CLAIM FOR WHICH INDEMNIFICATION IS REQUIRED UNDER
     THIS AGREEMENT INCLUDES INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL,
     PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR
     PROFITS, LOSS OF BUSINESS OR LOSS OF DATA.

32.  Limitation of Liability.  Except for a party's liability under Section 22
     (Proprietary Information), Section 20 (Use of Data), Section 21 (Privacy
     Policy), Sections 29 and 30 (Indemnification), and a party's obligation to
     pay fees or other monies required to be paid to the other party under this
     Agreement, each party's cumulative liability under this Agreement for
     damages suffered by the other party from a breach of this Agreement shall
     be limited to $1,000,000.

33.  Mutual Nonassert.  Neither party shall make a claim against the other for
     infringement of such party's intellectual property rights to the extent
     such claim relates to a party's performance of its obligations or exercise
     of its rights hereunder.

34.  Arbitration.   In the event of a dispute between the parties with regard to
     any of the matters set forth in this Agreement, the parties will first make
     reasonable efforts to resolve such dispute among themselves. If the parties
     are unable to resolve the dispute within thirty (30) calendar days of the
     initiation of such procedure, the dispute will be settled by arbitration as
     provided for below, which will be the sole and exclusive procedure for the
     resolution of any such dispute except for disputes wherein a party seeks
     injunctive relief. The arbitration will be governed by the then existing
     rules of the American Arbitration Association. One arbitrator shall be
     chosen pursuant to the rules of the American Arbitration Association,
     provided however, that the arbitrator so chosen shall not be employee,
     consultant, officer or director of any party or of any affiliate of either
     party and who has not received any compensation, directly or indirectly,
     from any party or any affiliate of any party. The determination of the
     arbitrator as to the resolution of any dispute will be binding and
     conclusive upon the parties. The fees and expenses of the arbitrator will
     be paid 50% by each party. The arbitrator may award the prevailing party
     its costs and expenses (including attorneys fees) of the arbitration, as
     he/she deems appropriate and just. Any arbitration award may be entered in
     and enforced by any court having jurisdiction thereof.

35.  Publicity and Marketing.  No release shall be made to the news media or to
     the general public relating to this Agreement without the prior written
     approval of the other party. The parties will use their best efforts to
     agree upon and issue a press release announcing

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<PAGE>

     the existence of this Agreement on or after the Effective Date. Any
     marketing, web site or other media referencing the other party's
     participation in a Joint Program shall be subject to the other party's
     prior review and written approval. Notwithstanding the foregoing, either
     party may disclose this Agreement as required by law or Securities Exchange
     Commission rule or regulation.

36.  Relationship of the Parties.  CSI, FDMS, and the Participating Channels
     shall not have any authority to bind any party to this Agreement by
     contract or otherwise to make representations as to the policies and
     procedures of the other, other than as specifically authorized by this
     Agreement. FDMS and CSI acknowledge and agree that the relationship arising
     from this Agreement does not constitute or create a general agency, joint
     venture, partnership, employee relationship or franchise between them and
     that each is an independent contractor with respect to the services
     provided by it under this Agreement.

37.  Governing Law.  This Agreement shall be construed in accordance with and
     governed by the laws of the state of Illinois except as to its principles
     of conflicts of laws.

38.  Entire Agreement.  This Agreement together with the Information Exchange
     and Non-Disclosure Agreement constitute the entire agreement between the
     parties hereto and contains all of the agreements between said parties with
     respect to the subject matter hereof. There is no statement, promise,
     agreement, or obligation in existence which may conflict with the terms of
     this Agreement or may modify, enlarge, or invalidate this Agreement or any
     provision hereof. None of the prior and/or contemporaneous negotiations,
     preliminary drafts, or prior versions of this Agreement leading up to its
     execution and not set forth herein shall be used by any of the parties to
     construe or affect the validity of this Agreement. Each party acknowledges
     that no representation, inducement or condition not set forth herein has
     been made or relied upon by either party. Further, this Agreement
     supersedes any and all other agreements, either oral or in writing, between
     the parties hereto with respect to the subject matter hereof.

39.  Nonexclusive.  Nothing in this Agreement shall prohibit or prevent FDMS
     from entering into an arrangement with a third party under which FDMS may
     provide similar products and services.

40.  Modification/Waiver.  No provision of this Agreement may be altered,
     amended and/or waived, except by a written document signed by an executive
     officer of both parties hereto setting forth such alteration, amendment,
     and/or waiver. The parties hereto agree that the failure to enforce any
     provision or obligation under this Agreement shall not constitute a waiver
     thereof or serve as a bar to the subsequent enforcement of such provision
     or obligation or any other provisions or obligation under this Agreement.

41.  Joint Drafting.  Each of the parties hereto has joined in and contributed
     to drafting this Agreement; there shall be no presumption favoring or
     burdening any one or more parties hereto based upon draftsmanship.

42.  Notices.  All notices and other communications required or permitted to be
     given under this Agreement shall be in writing and shall be deemed
     sufficiently given, served, and received for all purposes upon the first to
     occur of actual receipt, or delivery by generally recognized overnight
     courier service, or by facsimile transmission (with the original
     subsequently

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     delivered by other means permitted by this Agreement, although the
     effective date of such notice shall be the date of such facsimile
     transmission provided the original is subsequently delivered as provided
     herein), or three (3) days after deposit in the United States Mail,
     certified or registered, return receipt requested, with postage prepaid,
     addressed as follows:

          To FDMS:            John Duncan
          -------             First Data Merchant Services Corporation
                              Internet Commerce Group
                              265 Broad Hollow Rd.
                              Melville, NY 11747
                              Fax: (631) 843-6736
          With a copy to:     General Counsel
          --------------      First Data Merchant Services Corporation
                              Internet Commerce Group
                              6200 S. Quebec, Ste. 330 AN
                              Englewood, CO 80111
                              Fax: (303) 967-7877



          To CSI:             President
          ------              coolsavings.com inc.
                              8755 West Higgins Road, Ste. 100
                              Chicago, IL 60631
                              Fax: (773) 693-1311____
          With a copy to:     General Counsel
          --------------      coolsavings.com inc.
                              8755 West Higgins Road, Ste. 100
                              Chicago, IL 60631
                              Fax: (773) 693-1311____

Or at such other address(es) set forth in any written notice delivered to the
other party.

43.  Survival.  The following provisions shall survive termination of this
Agreement: Sections 7, 8, 17, 18, 19 (for a period of 9 months after the
Termination Date), 20, 21, 22, 23, 26, 27, 28, 29, 30, 31, 32, 33, 34.

43.  Future Performance.  Notwithstanding anything contained in this Agreement
that can be construed to the contrary, wherein any Section of this Agreement
contemplates the parties agreeing upon something within a specific time period
after the Effective Date (e.g. within 30 days after the Effective Date), should
the parties fails to so agree within the specified time period, then the
specified period shall be extended for thirty (30) days.  Should the parties
fail to so agree within the extension period, then either party shall be
entitled to terminate this Agreement during the ensuing thirty (30) day period,
effective upon written notice to the other party, provided that each party shall
use good faith efforts to meet all time periods specified herein.

44.  Execution.  This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, and all of which together shall be deemed to
be one and the same instrument.  Facsimile signatures shall have the same force
and effect as original signatures.

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     IN WITNESS WHEREOF, the parties have executed this Agreement under seal on
the date first written above.

FIRST DATA MERCHANT SERVICES       coolsavings.com inc.
CORPORATION

   /s/ John Duncan                    /s/ Steven M. Golden
By:_____________________________   By:_______________________________
      EVP, Business Development          CEO/President
Title:__________________________   Title:____________________________






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