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                                                                   EXHIBIT 10.15

                                   AGREEMENT
                                   ---------


          This Agreement (the "Agreement") is entered into this 8th day of
February 2000 (the "Effective Date") by and between coolsavings.com inc., a
Michigan corporation ("CS"), with its principal place of business at 8755 W.
Higgins Road, Suite 100, Chicago, Illinois 60631, and The Parenting Group Inc.,
a Delaware corporation, with its principal place of business at 1325 Avenue of
the Americas, New York, NY 10019 ("TPG").

1.   Definitions
     -----------

     A.   "CS Member" shall mean a person or entity other than a TPG Referred
          Member that has enrolled for services offered at the CS Web Site.

     B.   "CS Program Participant" shall mean each CS Member who enrolls to
          participate in the Program by providing the date of birth of at least
          one of his/her children who is between the ages of 0-12 (or the
          anticipated date of birth for an expected newborn) and such other
          information as CS and TPG may otherwise agree upon in writing.

     C.   "CS/TPG Category Page" shall mean that customized web page on the CS
          Web Site that: (i) bears the names and/or logos of both CS and TPG;
          and (ii) is only accessible and usable by Program Participants.

     D.   "CS/TPG Registration Page" shall mean that web page on the CS Web Site
          bearing the names and/or logos of both CS and TPG wherein TPG
          Referrals and TPG Referred Members may enroll to become a TPG Program
          Participant.

     E.   "CS Web Site" shall mean CS' U.S. English version web site currently
          located at www.coolsavings.com, or it's equivalent.

     F.   "Impression" shall mean a single advertising exposure opportunity
          rendered by any banner, button, text link, window, e-mail, "pop-up",
          interstitial, transitional, or other form of Internet advertisement
          currently existing or developed in the future, which is served on an
          Internet or Intranet delivery vehicle (including, but not limited to,
          web pages, e-mails, newsgroup posts, proprietary online service
          content, on-premise kiosks, and any other Internet or Intranet
          delivery vehicle currently existing or developed in the future).

     G.   "Launch Date" shall be the first day that all of the following
          conditions are satisfied: (i) the CS/TPG Category Page contains offers
          exclusive to the Program; (ii) the CS/TPG Category Page contains
          content provided by TPG pursuant to Section 5A2; and (iii) the first
          written promotion of the CS/TPG Category Page has been distributed to
          consumers by TPG; but in no event later than ninety (90) days from the

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          Effective Date.  The parties shall confirm the Launch Date in writing
          within thirty (30) days of the Launch Date.

     H.   "Members" shall mean CS Members and TPG Referred Members.

     I.   "Program" shall mean Program Services and informational content
          targeted at families either expecting a child or with children ages 0-
          12, that (i) is located on, or is accessible from, the CS/TPG Category
          Page, and (ii) is only available to Program Participants.

     J.   "Program Participants" shall mean CS Program Participants and TPG
          Program Participants.

     K.   "Program Services" shall mean those advertiser services (e.g. coupons,
          e-mails) identified on the Rate Card attached hereto as Exhibit B that
          are accessible by and available only to Program Participants.

     L.   "Program URL Addresses" shall mean the following URL addresses which
          shall deliver a TPG Referral to the CS/TPG Registration Page or a TPG
          Program Participant to the CS/TPG Category Page:

          www.parenting.coolsavings.com;
          www.parenttime.coolsavings.com;
          www.babytalk.coolsavings.com;
          www.healthypregnancy.coolsavings.com;
          www.familylife.coolsavings.com;
          www.parenttime.com;
          www.parenting.com
          www.babytalk.com
          www.healthypregancy.com
          www.familylife.com
          and such other addresses as the parties may otherwise agree upon in
          writing.

     M.  "TPG Program Participant" shall mean each TPG Referred Member who
          enrolls to participate in the Program by providing the date of birth
          of at least one of his/her children who is between the ages of 0-12
          (or the anticipated date of birth for an expected newborn) and such
          other information as CS and TPG may otherwise agree upon in writing.

     N.   "TPG Referrals" shall mean persons who are not Members who access the
          CS Web Site (i) via an Impression on the TPG Web Site, (ii) via a
          Program URL Address, or (iii) via a link in an e-mail sent by CS
          pursuant to Section 5C herein.

     O.   "TPG Referred Member" shall mean a TPG Referral who has enrolled for
          services (other than the Program) offered at the CS Web Site.

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     P.   "TPG Web Site" shall mean TPG's U.S. English version web site, to be
          designated by TPG from time to time.

     Q.   "Trial Offer" for a TPG Magazine shall mean an offer by TPG to a
          potential subscriber for one or more trial issues of Parenting,
          BabyTalk, or Family Life Magazines.

2.   Term/Termination.
     ----------------

     A.   The term of this Agreement shall commence on the Effective Date and
          expire  fourteen (14) months from the Launch Date  (the "Initial
          Term").  This Agreement shall be renewed for a two (2) year term (the
          "Renewal Term"), if both parties agree in writing to so renew not less
          than sixty (60) days prior to the end of the Initial Term.

     B.   TPG may terminate this agreement immediately upon written notice to CS
          that TPG has received notice of a claim against TPG for patent
          infringement in connection with the Program.  In addition, either
          party may terminate this Agreement pursuant to Section 3.B or as
          provided in this Section 2.B:

          1.   upon a material breach of this Agreement (other than a breach of
               Section 14, which is addressed in Section 2.B.4 by the other
               party, effective thirty (30) days after written notice to the
               other party setting forth such breach, provided that such other
               party has not cured such material breach within such thirty (30)
               day period.
          2.   if the Agreement is renewed, effective sixty (60) days after
               notice to the other party, if, as of the date that is 12 months
               following the Launch Date (the "Launch Anniversary Date"): (i)
               total Net Advertising Revenues (as defined in Section 8B) were
               less than $350,000; or (ii) less than 250,000 Program
               ---------                   ---------
               Participants were enrolled; or (iii) TPG Program Participants
               constituted less than twenty-five percent (25%) of all Program
                           ---------
               Participants. Any such notice of termination hereunder shall not
               be valid unless sent to the other party within sixty (60) days of
               the date TPG receives from CS notice of the amount of total Net
               Advertising Revenues, the number of Program Participants, and the
               number of TPG Program Participants, as of the Launch Anniversary
               Date. Such information shall be sent in accordance with Section 8
               herein.
          3.   if the Agreement is renewed, upon the expiration of the 12 month
               period following the Initial Term (i.e., 26 months following the
               Launch Date), effective sixty (60) days after notice to the other
               party, if, as of the date that is 12 months following the Launch
               Anniversary Date (the "Second Anniversary Date"): (i) total Net
               Advertising Revenues (as defined in Section 8B) for such 12 month
               period were less than $1,000,000; or (ii) less than 500,000
                           ---------                     ---------
               Program Participants were enrolled by the Second Anniversary
               Date. Any such notice of termination hereunder shall not be valid
               unless sent to the other party within sixty (60) days of the date
               TPG receives from CS notice of the amount

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               of total Net Advertising Revenues and the number of Program
               Participants, as of the Second Anniversary Date. Such information
               shall be sent in accordance with Section 8 herein.
          4.   Immediately upon written notice to the other party of the breach
               of any warranty under Section 14 herein by the other party.

     C.   Upon the effective date of expiration or termination of this
          Agreement, as specifically set forth in this Section 2C:

          1.   Neither party shall ever use the Program URL Addresses containing
               any trademark of the other party for any purpose whatsoever and
               this obligation shall survive the expiration or termination of
               this Agreement.
          2.   If such termination was by CS or TPG pursuant to Section 2.B.2 or
               2.B.3 only, then for a period from the effective date of
               termination through that day which is three (3) years from the
               Launch Date, CS shall pay TPG ten percent (10%) of all revenues
               it receives from third parties for savings offers appearing in
               the Babies and Children category on the CS Web Site that are
               targeted to former Program Participants using the date of birth
               of a child of the former Program Participant as the targeting
               variable. CS shall pay such amounts to TPG at the end of each
               calendar quarter during such period, within thirty (30) days of
               the end of such quarter, and each payment shall include a
               reasonably detailed reconciliation.
          3.   CS shall remove the TPG name(s), logo(s), all TPG-owned mark(s),
               and all TPG-supplied content from the CS Web Site.
          4.   CS shall notify Program Participants of the termination of the
               Program. Said notice may only inform Program Members of the end
               of the Program, the effective date of the end of the Program, and
               of the continuation of the CS category for Babies and Children
               (or its successor). The notice shall not give any statement of
               the reason for the end of the Program. CS shall consult with TPG
               on the contents of such notice.
          5.   Only if TPG offers to renew this Agreement, and CS does not
               accept the offer to renew this Agreement, for a term of at least
               one (1) year on substantially the same terms and conditions, then
               for a period of one (1) year from the effective date of
               expiration, CS shall pay TPG ten percent (10%) of all revenues it
               receives from third parties for savings offers appearing in the
               Babies and Children category on the CS Web Site that are targeted
               to former Program Participants using the date of birth of a child
               of the former Program Participant as the targeting variable. CS
               shall pay such amounts to TPG at the end of each calendar quarter
               during such one-year period, within thirty (30) days of the end
               of such quarter, and each payment shall include a reasonably
               detailed reconciliation.

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3.   The CS/TPG Category Page and the Program.
     ----------------------------------------

     A.   CS will develop and host the CS/TPG Category Page, which (i) may be
                                                                       ---
          accessed by CS Program Participants under the category "Babies and
          Children" from an Impression on the home page of the CS Web Site, and
          (ii) will be the first web page seen by TPG Program Participants upon
               ----
          accessing the CS Web Site.  Subject to the provisions of Section 6, CS
          may continue to offer and maintain the category entitled "Babies and
          Children" currently found on the main page of the CS Web Site, and CS
          Members accessing CS web pages under such category may encounter
          offers relevant to such category from advertisers that have contracted
          with CS; provided however, such CS Members shall not encounter offers
          for Program Services.  Program Participants accessing the CS/TPG
          Category Page shall encounter the same content available to CS Members
          accessing CS web pages under the category entitled "Babies and
          Children" PLUS offers for Program Services; provided however: (x)
                    ----
          offers for Program Services shall be set apart from the other offers
          on the CS/TPG Category Page; and (y) the CS/TPG Category Page shall
          contain a link (located above the fold) to a separate page on which
          only offers for Program Services appear.

     B.   CS and TPG shall use commercially reasonable efforts to have the
          Launch Date occur within sixty (60) days of the Effective Date. CS
          shall provide TPG with general screen designs for the CS/TPG Category
          Page and the CS/TPG Registration Page no later than thirty (30) days
          after the Effective Date and TPG will have ten (10) business days from
          receipt thereof to approve or reject such designs.  In the event TPG
          rejects any such designs, CS will use its best efforts to provide TPG
          with alternative designs within fifteen (15) business days of CS'
          receipt of such notice of rejection and TPG will have ten (10)
          business days from receipt thereof to accept or reject such
          alternative designs.  TPG's failure to notify CS in writing within
          said 10 business day period of its approval or rejection of any such
          alternative design shall be deemed a rejection of such alternative
          design.  In the event TPG rejects said alternative designs, then each
          party may, at its sole discretion, (i) continue attempting to create
          an acceptable design, or (ii) terminate this Agreement effective
          immediately upon written notice to the other.  CS shall not materially
          alter any screen designs approved by TPG without TPG's consent.

     C.   TPG Referrals accessing the CS Web Site will be linked to the CS/TPG
          Registration Page.  Members who are not Program Participants will be
          promoted (as provided in Sections 3A and 3K) to enroll in the Program
          on the CS Web Site.   TPG Referrals accessing the CS/TPG Registration
          Page will be offered the opportunity to enroll on such page to become
          a TPG Program Participant, and a TPG Referred Member (to the extent
          that he/she is not already a CS Member).  The CS/TPG Registration Page
          shall contain a link to the CS Privacy Policy.  All TPG Referrals who
          become TPG Referred Members and/or TPG Program Participants will be
          tagged by CS such that thereafter, at all times while this Agreement
          is in

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          effect or until the TPG Referred Member and/or TPG Program Participant
          requests otherwise, that TPG Referred Member or TPG Program
          Participant can be identified by CS as a TPG Referred Member and/or
          TPG Program Participant.

     D.   The CS/TPG Category Page shall contain all of the following: an
          Impression that enables Members to access the TPG Web Site; an
          Impression that enables Members to access the main CS Web Site; and
          the CS logo and the TPG Parenting logo in equal size.   The TPG
          Parenting logo shall appear on the CS/TPG Category Page in the special
          messaging area where Program Services are presented.  CS shall control
          the appearance and operation of the CS/TPG Category Page (including
          but not limited to, determining the type, content, appearance, and
          location of all Impressions thereon) subject only to (x) TPG's prior
          written approval of the screen designs (as provided in Section 3B
          above) and any material changes thereto, and (y) CS' obligations
          relative to the TPG Marks set forth in the preceding sentence and in
          Section 7 herein. CS shall operate and maintain the CS/TPG Category
          Page in the same manner as it maintains other pages on the CS Web
          Site.  By way of example but not limitation, the CS/TPG Category Page
          will offer the same coupon downloading software made available by CS
          to Members elsewhere on the CS Web Site.

     E.   CS and TPG shall jointly own the following data: (i) Program Services
          aggregate clip data; and (ii) all enrollment information provided by
          TPG Program Participants who authorized CS to share such information
          with TPG.  On the registration page for TPG Referrals, CS shall
          provide a "check" box for TPG Referrals to authorize the sharing of
          such information with TPG, the default position of which shall be
          "checked" thereby authorizing the sharing of such information, unless
          the TPG Referral acts to revoke such authorization by "un-checking"
          such box.

     F.   Program Participants shall be given the option to enroll to receive
          special e-mails promoting the Program. Subject to the last sentence of
          this subsection F, CS shall send such special e-mails to Program
          Participants not less than once each month. CS may only send e-mails
          to Program Participants who have enrolled to receive such e-mails and
          all such e-mails shall contain: (i) the names of both CS and TPG, or
                                                                            --
          the CS Squealer Sam logo and the TPG Parenting logo (next to each
          other in approximately equal size and prominence); (ii) offers from
          advertisers that purchase such e-mail solicitation Program Services;
          and (iii) content provided by TPG pursuant to Section 5A2 which is
          acceptable to CS.  CS shall not include in any e-mail any content
          previously provided by TPG unless TPG has approved such content for
          use in such e-mail.  CS shall provide TPG with a copy of the proposed
          e-mail (including TPG editorial content and all advertising offers) in
          its entirety and TPG shall notify CS in writing of its approval or
          disapproval of the use of such content in such e-mail within two (2)
          business days.  CS acknowledges and agrees that TPG may reject use of
          its content in such emails for failure to comply with ASME guidelines
          or other reasons.  If TPG does not approve such email in its entirety
          or does not provide replacement

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          content acceptable to CS within said two business days, then CS may,
          at its option, elect to (x) send such e-mail without content provided
          by TPG, or (y) not send an e-mail for that particular month.

     G.   The CS/TPG Category Page shall contain a splash page accessed from a
          link on the CS/TPG Category Page entitled "About the Site" or such
          other title mutually agreed upon by the parties. Said splash page
          shall contain an explanation of the Program and the relationship
          between TPG and CS. TPG shall draft the content of such page and
          provide it to CS for its approval no later than sixty (60) days after
          the Effective Date. No content shall appear on the CS/TPG Category
          Page or any splash page without CS' prior written approval.

     H.   TPG shall be entitled to promote subscriptions to BabyTalk, Family
          Life, Parenting, and Healthy Pregnancy magazines on the CS/TPG
          Category Page subject to CS' control over the location of all such
          promotions on the CS/TPG Category Page. TPG shall control the design
          and/or appearance of such promotions subject to CS' right to reject or
          cancel any promotion deemed unacceptable by CS in its sole discretion.
          CS shall provide an Impression from the CS/TPG Category Page to a
          location selected by TPG whereby Program Participants wishing to
          subscribe will be able to subscribe for such publications. CS shall
          have no rights to or in any subscription data for such magazines
          accumulated by TPG or its agents at any location outside of the CS Web
          Site. TPG shall not be obligated to pay any fees for such promotions
          except for: (i) production costs, if any, incurred by CS (at CS' cost)
          with the prior written authorization of TPG; and (ii) a commission to
          CS for each "Trial Offer" from TPG or its affiliates that is accepted
          by a Program Participant as more fully set forth in Section 8D herein.
          Provided however, in the event TPG does not authorize any production
          costs for a promotion as set forth above, then CS shall not be
          obligated to place such promotion on the CS/TPG Category Page.

     I.   CS and TPG will each designate an account manager to work directly
          with the other party to implement and promote the Program. By way of
          example but not limitation, these managers will coordinate the
          marketing efforts of the parties to prevent advertiser confusion that
          might arise from the two parties' sales staffs simultaneously selling
          the Program. The account managers shall devote not less than one
          weekly telephone conference to the Program and its promotion and
          conduct. CS and TPG will provide their respective account managers
          with training on the selling points and services of the Program.

     J.   J.CS will provide customer service support for Program Participants
          via e-mail in the same manner and of the same quality as it provides
          such service to CS Members.

     K.   Subject to the last sentence of this subsection K, no later than
          thirty (30) days after the Launch Date CS shall send a targeted e-mail
          promoting the CS/TPG Category Page and the Program to not less than
          400,000 CS Members fitting the following profile:

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          parents between the ages of 26 and 39 with one or more children
          between the ages of 0 - 12. CS shall not include in any e-mail any
          content previously provided by TPG unless TPG has approved such
          content for use in such e-mail. CS shall provide TPG with a copy of
          the proposed e-mail (including TPG editorial content and all
          advertising offers) in its entirety and TPG shall notify CS in writing
          of its approval or disapproval of the use of such content in such e-
          mail within two (2) business days. CS acknowledges and agrees that TPG
          may reject use of its content in such e-mails for failure to comply
          with ASME guidelines or other reasons. If TPG does not approve such
          email in its entirety or does not provide replacement content
          acceptable to CS within said two business days, then CS may, at its
          option, elect to (x) send such e-mail without content provided by TPG,
          or (y) not send such targeted e-mail.

     L.   All TPG advertising of the CS/TPG Category Page shall include one of
          the Program URL Addresses and the CS logo.

     M.   No advertising may appear on the CS/TPG Category Page unless both of
          the following conditions have been satisfied: (i) a written contract
          covering such advertising has been executed by CS and the advertiser;
          and (ii) both CS and TPG have approved the advertising. TPG shall
          notify CS in writing of its approval or disapproval of any such
          advertising within two (2) business days. TPG's failure to so notify
          CS shall be deemed an approval of such advertising; provided however,
          TPG shall be entitled to later revoke any such deemed approval upon
          written notice to CS, and upon receipt thereof, CS shall promptly
          remove such advertising from the CS/TPG Category Page. A copy of CS'
          standard form advertiser contract is attached hereto as Exhibit "C".
          CS shall retain sole discretion over the acceptable terms and
          conditions of any contract between CS and an advertiser provided that
          such terms and conditions do not breach the other provisions of this
          Agreement. A material breach by CS of its obligations under its
          contract with an advertiser shall constitute a breach of this
          Agreement entitling TPG to terminate this Agreement, effective thirty
          (30) days after written notice to CS, as its sole and exclusive
          remedy, provided that TPG retains any rights under Section 13 under
          this Agreement as a result of any such breach by CS.

     N.   The CS/TPG Category Page shall not accept any advertising from any of
          the following magazines (which TPG hereby identifies as competitors
          with its Baby Talk, Healthy Pregnancy, Parenting, or Family Life
          magazines): American Baby, Child, Family Fun, Lamaze, Parents, Sesame
          Street, Working Mother, Working Woman.

     O.   Notwithstanding anything contained in this Agreement that can be
          construed to the contrary, neither CS nor TPG shall knowingly permit
          any on-line content related to the Program on the CS Web Site that may
          reasonably be considered to be obscene, indecent, inappropriate,
          misleading, inaccurate, false or defamatory, or infringing on any
          trademark, copyright, any right of privacy or right of publicity, or
          any other right of any third party.

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4.   Marketing of Program Services.  Both CS and TPG shall market Program
     -----------------------------
     Services and the rates for such services shall be in accordance with the
     schedule attached hereto as Exhibit "B" hereto, as amended from time to
     time by the parties (the "Rate Card").  The rates set forth on the Rate
     Card shall apply to all advertisers for Program Services unless both
     parties agree in writing to a deviation therefrom.  A party shall respond
     to a written request to approve a deviation from the Rate Card within five
     (5) business days of receipt thereof.  A failure to respond to any such
     request for a deviation of fifty percent (50%) or less, within such time
     period shall be deemed an approval of such request. Any deviation in excess
     of fifty percent (50%) shall at all times require the written approval of
     both parties hereto.  The parties shall review the Rate Card every calendar
     quarter.

5.   TPG Obligations.
     ---------------

     A.   TPG shall promote CS/TPG Category Page by providing the following:

          1.   Advertising deliverables, during the Initial Term and each year
               thereafter while this Agreement is in effect, as more fully set
               forth on Exhibit E.

          2.   Provide CS each month, at no charge, with five (5) parenting
               "tips" for posting on the CS/TPG Category Page and/or inclusion
               in the monthly e-mails to be distributed by CS pursuant to
               Section 3F.  Each of said "tips" shall be not less than forty
               (40) words in length and each month one such "tip" shall be
               targeted to parents of children of each of the following age
               groups: prenatal to 6 months; 6+ months to 12 months; 12+ months
               to 24 months; 24+ months to 4 years; and 4+ years to 12 years.
               Each "tip" for a particular month shall be delivered to CS no
               later than the fifteenth (15/th/) of the preceding month (e.g.
               content to go live on in January 2000 must be delivered by
               December 15, 1999) except for the 5 "tips" for the launch of the
               Program which shall be delivered to CS at least 48 hours prior to
               the Launch Date.  The content of a "tip" need not be created
               exclusively for the Program; it may be identical to that
               appearing, or having appeared, in any other media as long as TPG
               has the right to re-publish it on the CS Web Site.

     B.   Intentionally Deleted.

     C.   Provided that such action does not have an adverse impact upon TPG's
          business (as determined by TPG in the exercise of its business
          judgment), TPG shall test for a limited period of time to be
          determined by TPG: (i) collection of the e-mail addresses of persons
          contacted by TPG who have consented to receive e-mail or savings
          offers from CS; and (ii) forwarding of the e-mail addresses of such
          persons to CS.  CS shall send an e-mail to such persons inviting them
          to enroll in the Program, in accordance with Section 3K.

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     D.   Within sixty (60) days of the Effective Date of this Agreement, TPG
          shall provide CS with a list of names and addresses of Parenting,
          BabyTalk, and Family Life magazine subscribers (the "TPG Magazine
          Subscription Lists").  Upon receipt thereof, CS shall determine,
          within thirty (30) days of receipt of the list, which of said
          subscribers are also CS Members.  CS shall send an e-mail to each such
          CS Member who has consented to receive e-mails from CS, inviting them
          to enroll in the Program.  CS agrees not to disclose the list to any
          third party, or to any employees except as required to determine which
          of such subscribers are also CS members.  CS agrees not to make any
          copies of the list, and to return the list to TPG by Federal Express
          within 35 days of receipt by CS of the list.  Any breach by CS of its
          obligations under this Section 5D shall be a material breach of this
          Agreement and such breach shall also entitle TPG to the remedies set
          forth in Section 12D.

6.   Exclusivity.
     -----------

     A.   During the term of this Agreement neither party shall enter into any
          relationship with a third party to establish an on-line marketing or
          sales program which satisfies all of the following requirements: (i)
          the on-line program requires participants to furnish a date of birth
          of a child in order to participate; (ii) the on-line program is for
          on-line product discount coupon services or benefits targeted by
          advertisers to participant groups whose individual members' identities
          are protected from disclosure to advertisers; and (iii) the on-line
          program sells on-line advertising to advertisers, and markets on-line
          discount coupons or benefits from such advertisers, to members based
          upon the dates of birth of the children provided by such members.  CS
          shall be entitled to create with third parties co-branded web sites
          that are located within the CS Web Site (e.g. coolsavings/ivillage),
          provided that: (x) such co-branded sites offer visitors to the home
          pages of the co-branded sites the opportunity to become a Program
          Participant from such co-branded sites via the category "Babies and
          Children" on the home pages of the co-branded sites; and (y) such co-
          branded sites do not satisfy all of the requirements in subsections
                                       ---
          6A(i), (ii), and (iii) hereinabove.

     B.   During the term of this Agreement and for a one (1) year period
          commencing immediately after the expiration or termination of this
          Agreement, CS shall not, directly or indirectly, enter into an
          agreement with any of the following named third parties to establish a
          program promoting services based upon a child's date of birth to a
          select portion of CS Members who enroll in a special program via a
          general category on the main page of the CS Web Site:  Gruner & Jahr;
          American Baby; Lamaze; Disney; or Gift Pax.

     C.   Intentionally Deleted.

     D.   During the term of this Agreement and for a one (1) year period
          commencing immediately after the expiration or termination of this
          Agreement, TPG shall not,

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          directly or indirectly, enter into an agreement with any of the
          following named third parties to provide or receive on-line product
          discount coupon services or benefits based upon a child's date of
          birth, targeted by advertisers to participant groups whose individual
          members' identities are protected from disclosure to advertisers:
          ValuPage/Catalina; PlanetU/NewsAmerica; Ecentives; Coupon Surfer;
          ValuePass.com; ValPak; Hot Coupon/Money Mailer; MyPoints; and
          Lifeminders.

7.   Marks/Use of Name/Press Releases.
     --------------------------------

     A.   CS' trademarks, trade names, product identifications, artwork and
          other symbols and devices associated with CS' products and services,
          including, but not limited to, the name "coolsavings" and the Squealer
          Sam logo (the "CS Marks") are and shall remain CS' sole and exclusive
          property.  Except as provided in Section 7C hereinbelow, all CS Marks
          and uses of any CS Marks may not be displayed, referenced, or
          distributed anywhere by TPG without CS' prior written approval (which
          approval shall not be unreasonably withheld or delayed) subject to CS'
          right to reject or change any such uses by TPG of the CS Marks at any
          time.  The right to use the CS Marks is non-exclusive, non-assignable
          and non-transferable. All uses by TPG of the CS Marks shall inure
          solely to the benefit of CS.

     B.   TPG's trademarks, trade names, product identifications, artwork and
          other symbols and devices associated with TPG's products and services,
          including, but not limited to, the name The Parenting Group and the
          Parenting name and logo (the "TPG Marks") are and shall remain TPG's
          sole and exclusive property. Except as provided in Section 7C
          hereinbelow, all TPG Marks and uses of any TPG Marks may not be
          displayed, referenced, or distributed anywhere by CS without TPG's
          prior written approval (which approval shall not be unreasonably
          withheld or delayed) subject to TPG's right to reject or change any
          such uses by CS of the TPG Marks at any time. The right to use the TPG
          Marks is non-exclusive, non-assignable and non-transferable. All uses
          by CS of the TPG Marks shall inure solely to the benefit of TPG.

     C.   Neither party shall use the name or Mark of the other party, its
          affiliates or subsidiaries, in connection with any written or on-line
          representation, solicitation, promotion, sales or marketing
          publication or advertisement, without the prior written consent of the
          other, except as follows: (i) wherein the name and/or Mark appears in
          a list with the names of other entities doing business with a party
          hereto, or (ii) wherein the name and/or Mark appears in a reproduction
          of a screen that is used in the Program.

     D.   Except as may be required by law, regulation or any governmental
          authority, neither Party, nor any of its affiliates, shall issue a
          press release or make any similar public announcement related to the
          transactions contemplated by this Agreement without the prior written
          consent of the other, which consent shall not be unreasonably withheld
          or delayed. The Parties shall use their best efforts to

                                       11
<PAGE>

          agree upon and issue a press release within thirty (30) days of the
          Effective Date of this Agreement.

8.   Fees/Audit.
     ----------

     A.   CS shall pay TPG a fee equal to Seventy cents ($0.70) for each TPG
          Referred Member. PROVIDED HOWEVER, CS shall not be obligated to pay
                           ----------------
          any fees for: (i) more than one TPG Referred Member in any one
          household (i.e. the fee is limited to one fee per household regardless
          of the number of TPG Referred Members enrolling from such household);
          and (ii) duplicate registrations (e.g. the same person registering
          under different names, or more than one registration from the same e-
          mail address) as reasonably determined by CS; and in the event CS has
          already paid a fee hereunder for any TPG Referred Member who is
          subsequently determined to be from the same household as another TPG
          Referred Member or for a duplicate registration, then CS shall be
          entitled to a credit against any other payments which may thereafter
          be due to TPG hereunder, or a refund from TPG if no further payments
          are owing hereunder.  All fees owing hereunder shall be paid to TPG at
          the end of each calendar quarter, no later than thirty (30) days after
          the end of the calendar quarter, and shall be accompanied by a report
          of the total number of TPG Referred Members, and the total number from
          each TPG source (e.g. TPG URL's, TPG Magazines) who enrolled during
          such calendar quarter.

     B.   CS and TPG shall divide the Net Advertising Revenues (as defined
          below) received by CS in the previous calendar quarter from
          advertisers for Program Services only as follows:


               1.  On Net Advertising Revenues collected during the first four
               ---------------------------------------------------------------
               calendar quarters following the Launch Date:
               -------------------------------------------

               Fifty percent (50%) to CS; Fifty percent 50% to TPG;

               2.   On Net Advertising Revenues collected during all subsequent
               ----------------------------------------------------------------
               calendar quarters:
               -----------------

               Twenty Five percent (25%) to CS; Twenty Five percent 25% to TPG;
               and the remaining Fifty percent (50%) (the "Balance") shall be
               divided between the parties as follows:

                    (a) To CS: Balance x [total cumulative CS Program
                    Participants/total cumulative Program Participants]

                    (b) To TPG: Balance x [total cumulative TPG Program
                    Participants/total cumulative Program Participants]

                                       12
<PAGE>

               The total cumulative number of Program Participants shall be
               determined as of the end of the calendar quarter for which the
               determination is being made

               Example:  Net Advertising Revenue for a calendar quarter =
               $500,000; the Balance = $250,000; total Program Participants =
               100,000; CS Program Participants = 40,000; TPG Program
               Participants = 60,000.

               CS will receive $125,000 (=25% of $500,000)  + $100,000 ($250,000
               x 40,000/100,000) for a total of $225,000.

               TPG will receive $125,000 (=25% of $500,000)  + $150,000
               ($250,000 x 60,000/100,000) for a total of $275,000.

All fees owing hereunder shall be paid to TPG by CS at the end of each calendar
quarter, no later than thirty (30) days after the end of the calendar quarter.
Each quarterly payment by CS shall be accompanied by a quarterly report on the
total number of TPG Program Participants, and the total number of TPG Program
Participants from each TPG source, and such report on the fourth quarter shall
be accompanied by a report including the cumulative information for the year.

"Net Advertising Revenues" as used herein shall mean gross revenues for Program
Services only (e.g. offers on the CS/TPG Category Page available to Program
Participants only and Program e-mails to Program Participants only), received by
CS minus all commissions and off-line fulfillment costs (e.g. direct mail)
      -----
payable by CS to third parties other than TPG for obtaining such advertising.
"Net Advertising Revenues" shall not include any revenues received by CS for
                                 ---
advertising that is not exclusive to Program Participants (i.e. advertising
other than Program Services appearing on the CS/TPG Category Page or e-mails
which are also available to CS Members who are not Program Participants).

     C.   Not more than once each calendar year, TPG shall have the right, at
          its expense, upon five (5) business days advance written notice to CS,
          during CS' normal business hours only, to audit the books and records
          of CS necessary to confirm the amounts of any payments due to TPG and
          the accuracy of the CS quarterly and annual reports to TPG under this
          Agreement.  All such audits shall: (i) only be performed by TPG, its
          affiliated companies Time Inc., or Time Warner Inc., or an accountant
          retained by TPG or such affiliated companies; and (ii) be performed at
          CS' offices unless otherwise agreed to in writing by CS.  The auditors
          shall not disclose any information to TPG other than the amount owing,
          if any, to TPG, the numbers of Program Participants and TPG Program
          Participants and the accuracy of the CS quarterly and annual reports
          to TPG, and any additional information necessary (i) to support any
          TPG claim of underpayment by CS or inaccuracy in the CS reports, or
          (ii) to enforce TPG's rights under this Agreement.  In the event any
          such audit reveals a shortfall in any payment owing to TPG, then CS
          shall pay

                                       13
<PAGE>

          such shortfall amount to TPG within thirty (30) days of notice by TPG
          to CS. Further, should any such shortfall exceed ten percent (10%) of
          the proper amount due for the period audited, then in addition to
          paying the amount of the shortfall, CS shall promptly (x) pay TPG
          interest on the amount of the shortfall at the rate of Two Percent
          over the Prime Rate of Bank One (as announced by Bank One) from the
          date the payment was due until the amount is paid; and (y) reimburse
          TPG for all reasonable costs of the audit. Nothing contained herein
          shall be construed to limit or deny CS the right to contest the
          conclusion of any audit performed under this Section 8C.

     D.   TPG shall pay CS a commission for each "trial offer" from TPG or its
          affiliates accepted by a Program Participant, as follows:

     (i)  for the first 5000 Trial Offers per month accepted by Program
     Participants:  $0.00;

     (ii) for all Trial Offers in excess of 5000 in any month accepted by
     Program Participants: Twenty five Cents ($0.25) per trial offer.

All fees owing hereunder shall be paid to CS at the end of each calendar
quarter, no later than thirty (30) days after the end of the calendar quarter,
and shall be accompanied by a report of the number of "Trial Offers" (by Program
Participant) accepted by Program Participants in such calendar quarter.

     E.   Intentionally Deleted.

     F.   This Section 8 shall survive the expiration or termination of this
Agreement.

9.   Relationship of the Parties.  Neither CS nor TPG will have any authority to
     ---------------------------
     bind the other by contract or otherwise to make representations as to the
     policies and procedures of the other, other than as specifically authorized
     by this Agreement.  TPG and CS 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.

10.  Reports.
     -------

     A.   CS will provide TPG with written or on-line reports relative to the
          CS/TPG Category Page no later than the 15/th/ day of each month
          containing the following information relative to the prior month:  (i)
          number of TPG Referrals that month; (ii) number of TPG Referred
          Members enrolled in that month; (iii) number of TPG Program
          Participants enrolled in that month; (iv) number of CS Program
          Participants enrolled in that month; (v) total number of Program
          Participants as of the end of the month (with a breakdown between CS
          Program Participants and

                                       14
<PAGE>

          TPG Program Participants); (vi) a list of all Program Services' offers
          appearing on the CS/TPG Category Page in that month and the number of
          clips on such offers; (vii) the number of TPG Program Participants
          from each source identified in Sec. 1.N; and (viii) aggregate
          demographic profiles of Program Participants. Cumulative information
          in categories (i) - (viii) shall be provided at year end.

     B.   CS shall provide each Program Services' advertiser with written or on-
          line reports about its Program Services' offers no later than the
          15/th/ day of each month containing the following information about
          the prior month (a copy of which shall be provided to TPG): the
          aggregate number of Program Services' coupons clipped during the
          previous month and a list of the categories (as per CS' category
          groupings) from which the coupons were clipped.

11.  No Consequential or Punitive Damages.  NEITHER PARTY WILL BE LIABLE TO THE
     ------------------------------------
     OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM 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 UNDER ANY
     INDEMNIFICATION OBLIGATION UNDER SECTION 13, EVEN IF THE DAMAGE AMOUNT
     AWARDED TO THE THIRD PARTY IN (AND ASSESSED AGAINST THE INDEMNIFIED PARTY),
     OR INCURRED IN ANY SETTLEMENT OF, 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.

12.  Confidentiality.
     ---------------

     A.   The Parties acknowledge and agree that the terms of this Agreement and
          all information which is (i) proprietary to a Party, and (ii) provided
          to or in connection with a Party's performance under this Agreement,
          and (iii) marked "CONFIDENTIAL" at the time of tender to the other
          Party, shall be considered confidential and proprietary information
          ("Confidential Information") and shall not be disclosed to any third
          party without the prior written consent of the Party providing the
          confidential Information ("Disclosing Party"), except as provided in
          Section 12B.  The parties acknowledge that the TPG Magazine
          Subscription Lists

                                       15
<PAGE>

          are confidential information of TPG, regardless of whether such lists
          are marked "CONFIDENTIAL".

     B.   The Party receiving such Confidential Information ("Receiving Party")
          shall use Confidential Information only for the purpose of performing
          the terms of this Agreement and shall not accumulate in any way or
          make use of Confidential Information for any other purpose.  The
          Receiving Party shall not disclose the Confidential Information to any
          third party without the prior written consent of the Disclosing Party,
          except for its officers, directors, employees, agents, affiliated
          companies, and subcontractors who: (i) need to know such Confidential
          Information to perform the Receiving Party's obligations or enforce
          the Receiving Party's rights under this Agreement; and (ii) agree to
          be bound by the provisions of this Section.

     C.   The obligations with respect to Confidential Information shall not
          apply to Confidential Information that:  (i) either Party or its
          personnel already know at the time it is disclosed as shown by their
          written records;  (ii) is publicly known without breach of this
          Agreement;  (iii) either Party received from a third party authorized
          to disclose it without restriction;  (iv)  either Party, its agents or
          subcontractors, developed independently without use of Confidential
          Information;  (v)  either Party is required by law, regulation or rule
          (including but not limited to the rules and regulations of the
          Securities Exchange Commission) to disclose, or (vi) either Party is
          required by a valid court or governmental agency order to disclose, in
          which case the Party receiving such an order must give notice to the
          other Party, allowing them to seek a protective order.

     D.   Each Party agrees that any unauthorized use or disclosure of
          Confidential Information may cause immediate and irreparable harm to
          the Disclosing Party for which money damages may not constitute an
          adequate remedy.  In that event, each Party agrees that injunctive
          relief may be warranted in addition to any other remedies the
          Disclosing Party may have.  In addition, the Receiving Party agrees
          promptly to advise the Disclosing Party in writing of any unauthorized
          misappropriation, disclosure or use by any person of the Confidential
          Information which may come to its attention and to take all
          commercially reasonable steps at its own expense reasonably requested
          by the Disclosing Party to limit, stop or otherwise remedy any
          misappropriation, disclosure or use by its own officers, directors,
          representatives, subcontractors, affiliated companies, agents or
          employees.

     E.   Upon either Party's demand, or upon the termination of this Agreement,
          the Parties shall comply with each other's reasonable instructions
          regarding the disposition of Confidential Information that may include
          destruction (but not return, except as required by Section 5D herein
          or any other section of this Agreement) of any and all Confidential
          Information (including any copies or

                                       16
<PAGE>

          reproductions thereof). Such compliance shall be certified in writing,
          including a statement that no copies of Confidential Information have
          been kept.

     F.   The obligations of this Section 12 shall survive the termination of
          this Agreement for a period of two (2) years.

13.  Indemnification.
     ---------------

     A.   CS shall indemnify, defend and hold TPG harmless from any and all
          third-party claims, demands, liabilities, suits and proceedings
          (including any brought in or before any court, government or
          administrative body, arbitration panel or other tribunal) and any and
          all expenses arising therefrom, including damages of any kind and
          reasonable attorney's fees, on account of or arising out of CS'
          negligence or tortious conduct, or any breach by CS of any
          representation or warranty under this Agreement, or any breach of this
          Agreement by CS, or acts or omissions by CS in discharging obligations
          under this Agreement, or any violation by CS of the provisions of any
          law, regulation, ordinance or rule of any governmental body or agency,
          or any infringement or breach by CS of any right of any third party
          (including but not limited to any infringement of any patent,
          copyright or trademark, misappropriation, violations of privacy or
          publicity rights) in connection with the Program (provided that such
          infringement does not arise out of intellectual property owned,
          controlled or supplied solely by TPG, including but not limited to TPG
          marks or content).  For purposes of Section 13A, TPG is defined as
          TPG, Time Warner Inc., Time Inc., and all of their current (i.e.
          existing at any time during the term of the Agreement) and former
          parents, subsidiaries, divisions, affiliates, officers, directors,
          employees, members, agents, attorneys and representatives.

     B.   TPG shall indemnify, defend and hold CS harmless from any and all
          third-party claims, demands, liabilities, suits and proceedings
          (including any brought in or before any court, government or
          administrative body, arbitration panel or other tribunal) and any and
          all expenses arising therefrom, including damages of any kind and
          reasonable attorney's fees, on account of or arising out of TPG's
          negligence or tortious conduct, or any breach by TPG of any
          representation or warranty under this Agreement, or any breach of this
          Agreement by TPG, or acts or omissions by TPG in discharging
          obligations under this Agreement, or any violation by TPG of the
          provisions of any law, regulation, ordinance or rule of any
          governmental body or agency, or any infringement or breach by TPG of
          any right of any third party (including but not limited to any
          infringement of any copyright or trademark, misappropriation,
          violations of privacy or publicity rights) in connection with the
          Program (provided that such infringement does not arise out of
          intellectual property owned, controlled or supplied solely by CS,
          including but not limited to CS patents, marks or content).  For
          purposes of Section 13B, CS is defined as coolsavings.com inc., and
          all of its current (i.e.

                                       17
<PAGE>

          existing at any time during the term of the Agreement) and former
          parents, subsidiaries, divisions, affiliates, officers, directors,
          employees, members, agents, attorneys and representatives.

     C.   Promptly after receipt by an indemnified party under this Agreement of
          notice of the commencement of any action, suit or proceeding, such
          indemnified party shall, if a claim in respect thereof is to be made
          against an indemnifying party under this Agreement, notify each party
          against whom indemnification is to be sought in writing of the
          commencement thereof (but the failure so to notify an indemnifying
          party shall not relieve it from any liability which it may have under
          this Agreement except to the extent that it has been prejudiced in any
          material respect by such failure or from any liability which it may
          have otherwise).  In case any such claim, demand, liability, suit or
          proceeding is brought against any indemnified party, and it notifies
          an indemnifying party of the commencement thereof, the indemnifying
          party will be entitled to participate therein.  The indemnified party
          may elect, by written notice delivered to the indemnifying party, to
          require the indemnifying party to assume the defense thereof with
          counsel reasonably satisfactory to such indemnified party.
          Notwithstanding the foregoing, the indemnified party shall have the
          right to employ its or their own counsel in any such case.  Anything
          in this Agreement to the contrary notwithstanding, an indemnifying
          party shall not be liable for any settlement of any claim or action
          effected without its written consent, provided that such consent was
          not unreasonably withheld or delayed.  An indemnifying party will not,
          without the prior written consent of the indemnified party, settle,
          compromise or consent to the entry of any judgment with respect to any
          pending or threatened claim, action, investigation, inquiry, suit or
          proceeding in respect of which indemnification or contribution may be
          sought hereunder (whether or not the indemnified party is an actual or
          potential party to such claim or action), unless such settlement,
          compromise or consent (x) includes a dismissal with prejudice of the
          litigation being settled, or an unconditional release of each
          indemnified party from all liability arising out of such claim,
          demand, liability, suit or proceeding, and (y) does not include a
          statement as to or an admission of fault, culpability or a failure to
          act by or on behalf of any indemnified party.

14.  Warranties
     ----------

     A.   CS 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

                                       18
<PAGE>

     action and does not violate any agreement which CS is bound by or any law,
     rule or regulation to which CS is subject.

     B.   TPG 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 TPG is bound by or any law, rule or regulation to which TPG
     is subject.

     C.   EXCEPT AS EXPRESSLY PROVIDED HEREIN: (i), NEITHER PARTY WARRANTS THAT
          THE TPG WEB SITEOR THE CS WEB SITE (INCLUDING THE CS/TPG CATEGORY
          PAGE), AS THE CASE MAY BE, 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.

15.  Insurance.
     ----------

     A.   CS shall maintain (1) commercial general liability ("CGL") insurance
          covering all of its business activities, and either: (2) a specific
          endorsement to the CGL providing personal and advertising injury
          coverage for all of CS' business activities; or (3), Internet, media,
                                                       --
          advertiser's, or similar professional liability insurance, covering
          all of CS' business activities and responding to claims for copyright
          and trademark infringement, invasion of privacy, defamation (including
          libel, slander, and any other forms), and misappropriation of
          advertising ideas or style of doing business. All policies required
          hereunder shall provide limits of not less than $1,000,000 per
          occurrence, shall include TPG as an additional insured, shall be
          primary with respect to any other insurance maintained on behalf of
          TPG, and shall be underwritten by insurers with A.M. Best ratings of
          not less than A-, XIII.  CS shall provide TPG with certificates of
          insurance evidencing the coverages required hereunder (including
          specific reference to CS' business activities) prior to the Launch
          Date, and, upon request, shall submit copies of the complete policies.

      B.  TPG shall maintain (1) commercial general liability ("CGL") insurance
          covering all of its business activities, and either: (2) a specific
          endorsement to the CGL providing personal and advertising injury
          coverage for all of TPG's business

                                       19
<PAGE>

          activities; or (3), Internet, media, advertiser's, or similar
                      --
          professional liability insurance, covering all of TPG's business
          activities and responding to claims for copyright and trademark
          infringement, invasion of privacy, defamation (including libel,
          slander, and any other forms), and misappropriation of advertising
          ideas or style of doing business. All policies required hereunder
          shall provide limits of not less than $1,000,000 per occurrence, shall
          include CS as an additional insured, shall be primary with respect to
          any other insurance maintained on behalf of CS, and shall be
          underwritten by insurers with A.M. Best ratings of not less than A-,
          XIII. TPG shall provide CS with certificates of insurance evidencing
          the coverages required hereunder (including specific reference to
          TPG's business activities) prior to the Launch Date, and, upon
          request, shall submit copies of the complete policies.

16.  Notices.  Any notices relating to this Agreement shall be given 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 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:

          CS                             TPG
          --                             ---

     coolsavings.com inc.           The Parenting Group Inc.
     8755 West Higgins Road         1325 Avenue of the Americas
     Suite 100                      New York, New York 10010
     Chicago, Illinois 60631        Attention: President
     Attn: General Counsel          Fax: (212) 522-4662
     Fax: (773) 693-1311

                                    with a copy to:

                                    Time Inc.
                                    Law Department
                                    1271 Avenue of the Americas
                                    New York, NY 10020
                                    Attn: Senior V.P., General Counsel, and
                                          Secretary

17.  Modification/Waiver.  No provision of this Agreement may be altered,
     -------------------
     amended and/or waived, except by a written document signed by 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.

                                       20
<PAGE>

18.  Severability.  The provisions of this Agreement shall be deemed severable,
     ------------
     and the invalidity or unenforceability of any one or more of the provisions
     hereof shall not affect the validity and enforceability of the other
     provisions hereof.

19.  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.

20.  Approvals/Disapprovals. Other than as set forth elsewhere in this
     ----------------------
     Agreement, all approvals, consents or disapprovals required under this
     Agreement shall be given in writing within five (5) business days of a
     party's receipt of the item requiring its approval, consent, or
     disapproval.  Other than as set forth elsewhere in this Agreement, a
     party's failure to provide the other party with written consent or approval
     of any item within the required period shall be deemed a rejection or
     disapproval of such item.

21.  Assignment.  Neither party may assign or transfer any of its rights or
     ----------
     obligations under this Agreement without the prior written consent of the
     other party; provided however, in the event TPG desires to assign or
     transfer such rights or obligations to one of its affiliates, then: (i) TPG
     shall notify CS in writing of the identity of the affiliate and request CS'
     consent to such assignment; (ii) CS shall, in writing to TPG, consent or
     decline to consent within thirty (30) days of the date of CS' receipt of
     TPG's request for consent, provided that CS' consent shall not be
     unreasonably withheld (and CS' failure to respond within said 30 day period
     shall be deemed a consent by CS); and (iii) should CS timely decline in
     writing to consent, then, for a period of thirty (30) days from the date of
     TPG's receipt of such declination, TPG shall be entitled to terminate this
     Agreement, effective immediately upon CS' receipt of written notice of such
     termination from TPG.

22.  Survival.  The provisions of Sections 2.C, 6.B, 6.D, 7, 8, 10 (to the
     --------
     extent necessary to wind up the parties' obligations only), 11, 12, 13, 14
     and 15 survive the expiration or termination of this Agreement.

23.  Entire Agreement.  This Agreement (including Exhibits A-G attached hereto)
     ----------------
     constitutes 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.  Neither party shall be liable for any breach
     of this Agreement (other than for breach of payment obligations) resulting
     from strikes, work stoppages, riots, accidents, fires, Acts of God or any
     other circumstances not within that party's control.  The headings
     contained in this Agreement are for reference purposes only and shall not
     affect in any way the meaning or interpretation of this

                                       21
<PAGE>

     Agreement. 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. 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.

                                       22
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                                             COOLSAVINGS.COM INC.


                                             By:   /s/ Steven M. Golden
                                                   -----------------------------

                                             Name:  Steven M. Golden
                                                    ----------------------------

                                             Title: Chairman/CEO
                                                    ----------------------------


                                             THE PARENTING GROUP INC.


                                             By:  /s/ John Hartig
                                                  ------------------------------

                                             Name: John Hartig
                                                   -----------------------------

                                             Title:  President/CEO
                                                     ---------------------------

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