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                                                                   Exhibit 10.48
                       BUSINESS SOLUTIONS MASTER AGREEMENT

                                     BETWEEN

                                ----------------

                                       AND

                         ADS ALLIANCE DATA SYSTEMS, INC.


<PAGE>

                       BUSINESS SOLUTIONS MASTER AGREEMENT

                                TABLE OF CONTENTS

<TABLE>

<S>                   <C>                                                                                        <C>
SECTION 1             Definitions.................................................................................1
SECTION 2             Services....................................................................................1
SECTION 3             Commencement Date and Implementation........................................................2
SECTION 4             Software and Data...........................................................................2
SECTION 5             Ownership Rights of Parties.................................................................3
SECTION 6             Term........................................................................................3
SECTION 7             Default and Termination.....................................................................3
SECTION 8             Fees........................................................................................4
SECTION 9             Third Party Service Providers...............................................................4
SECTION 10            Liability and Indemnification...............................................................5
SECTION 11            Confidentiality.............................................................................5
SECTION 12            Representations, Warranties and Covenants...................................................7
SECTION 13            Miscellaneous...............................................................................8


                                   SCHEDULES:

SCHEDULE 1            DEFINITIONS................................................................................13
SCHEDULE 2            SAMPLE PROJECT SCHEDULE....................................................................15
</TABLE>


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                       BUSINESS SOLUTIONS MASTER AGREEMENT

         This Business Solutions Master Agreement (the "Agreement") dated the
_____ day of __________, 1999 between ADS Alliance Data Systems, Inc. ("ADS"), a
Delaware Corporation, with an office at 800 TechCenter Drive, Gahanna, Ohio
43230 and ___________________________ ("Customer"), a __________ Corporation,
with its principal executive office at
___________________________________________.

                              W I T N E S S E T H:

         WHEREAS, Customer wishes to utilize ADS' database marketing and
consulting ("Business Solutions") services for the benefit of Customer's retail
business; and

         WHEREAS, ADS desires to provide such Business Solutions services to
Customer, as Customer may request from time to time:

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, ADS and Customer agree as follows:

1.       DEFINITIONS. Capitalized terms in this Agreement shall have that
         meaning set forth on Schedule 1, unless the context dictates otherwise.

2.       SERVICES.

         2.1      PROJECT SCHEDULES. Customer may from time to time request that
                  ADS provide certain Business Solutions services to Customer.
                  Each time Customer requests services from ADS, Customer and
                  ADS shall execute a project schedule describing the services
                  (the "Services") to be provided by ADS, in a form similar to
                  the Sample Project Schedule set forth in Schedule 2 (each
                  referred to herein as a "Project Schedule" and referred to
                  collectively herein as the "Project Schedules"). ADS will
                  provide to Customer the Services described in each Project
                  Schedule executed, from time to time, by the Parties pursuant
                  to this Agreement. Each Project Schedule shall set forth
                  therein all of the specific services to be provided by ADS and
                  the terms, conditions and fees relating to such Services and
                  shall incorporate the terms and provisions of this Agreement
                  by reference. Unless a Project Schedule expressly provides
                  otherwise, it shall be governed by the terms and conditions
                  described herein. In the event of a conflict between the
                  provisions of this Agreement and a Project Schedule, the terms
                  of the Project Schedule shall prevail.

         2.2      CHANGES TO SERVICES. In the event Customer desires any changes
                  or additions to the Services, Customer will provide ADS with
                  written notice of such request and ADS will advise Customer
                  within five (5) Business Days for existing services and ten
                  (10) Business Days for new developmental services whether or
                  not ADS will develop and implement such changes and/or
                  additions, and if so, the estimated costs and time frame for
                  such development and implementation, as well as any


<PAGE>

                  fees or charges for such changes or additions. Customer shall
                  then advise ADS in writing whether or not to proceed with such
                  changes or additions.

         2.3      USE OF SUBCONTRACTORS. ADS may, with Customer's prior written
                  consent which shall not be unreasonably withheld, subcontract
                  portions of the Services from time to time throughout the Term
                  of this Agreement.

         2.4      EXCLUSIVITY/RIGHT OF FIRST REFUSAL AND SERVICING OF NEW
                  BUSINESS. During the Term of this Agreement, ADS will have the
                  right of first refusal for any new database marketing and
                  customer relationship management services desired by Customer,
                  before Customer engages any third party to perform such
                  services.

3.       COMMENCEMENT DATE AND IMPLEMENTATION. ADS shall use its best efforts to
         provide the Services to Customer according to the implementation
         schedule set forth in the Project Schedule, or such other dates as the
         Parties mutually agree upon in writing.However, in no event shall ADS
         be liable in any manner or be required to compensate Customer for any
         delay in performance under this Agreement or a Project Schedule, caused
         by Customer, any third party or as a result of a Force Majeure event in
         Section 13.2, and such delay shall not be deemed a default under this
         Agreement or a Project Schedule. Each party shall be liable to the
         other party for any reasonable costs actually incurred by the other
         party as a result of a delay in the implementation (as specified and
         mutually agreed to in the program design for each service) which delay
         is caused solely by the other party.

4.       SOFTWARE AND DATA.

         4.1      SOFTWARE AND TECHNOLOGY OWNERSHIP. All software or other
                  technology owned, developed by or licensed to ADS (including,
                  but not limited to, software or other technology developed by
                  or licensed to ADS in response to Customer's request or to
                  accommodate Customer's special requirements) will remain the
                  exclusive property of ADS, regardless of whether or not
                  Customer is required to pay ADS for such software or
                  technology development. Nothing in this Agreement shall be
                  deemed to convey a proprietary interest to Customer or to any
                  party other than ADS in any of the software, hardware or
                  technology used or provided by ADS to permit or facilitate
                  Customer's use of the Services, or in any of the derivative
                  works thereof.

         4.2      DATA ENTRY AND TRANSMISSION. Customer shall be responsible for
                  inputting and/or transmitting certain data for processing by
                  ADS. ADS shall not be responsible for errors in the Services
                  to the extent such errors result from Customer's error in
                  inputting and/or transmitting data or Customer's failure to
                  follow ADS' standards and procedures. ADS shall be entitled to
                  rely upon information submitted by Customer. In the event ADS
                  re-runs any reports for Customer due to errors by Customer in
                  inputting and/or transmitting data, Customer shall bear the
                  costs of any such re-runs.


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<PAGE>

         4.3      ADS INTELLECTUAL PROPRIETARY PROPERTY. The following shall be
                  deemed intellectual proprietary ADS property: ADS' Marketing
                  Database System and design, and ADS' unique segmentation
                  designs (i.e., incremental sales models) and products (i.e.,
                  Portrait).

5.       OWNERSHIP RIGHTS OF PARTIES. Neither Party will, as a result of this
         Agreement and all Project Schedules, or of performance hereunder or
         thereunder, acquire any property or other right, claim or interest,
         including any patent right or copyright interest, in any of the
         information systems, processors, equipment, computer software, data,
         intellectual property, service marks or trademarks of the other.

6.       TERM. This Agreement will be effective as of the date of this Agreement
         set forth on page 1 (the "Effective Date") and will continue until
         terminated pursuant to Section 7).

7.       DEFAULT AND TERMINATION.

         7.1      DEFAULT UNDER A PROJECT SCHEDULE. In the event that a Party
                  materially fails to perform any of its obligations under a
                  Project Schedule, the other Party may give the defaulting
                  Party Notice of such failure. The defaulting Party shall
                  within ten (10) Business Days of receipt of such Notice remedy
                  the failure specified therein. In the event the defaulting
                  Party fails to remedy a failure under a Project Schedule
                  within such ten (10) Business Days or, for those failures
                  which cannot reasonably be cured within ten (10) Business
                  Days, fails to promptly commence curing such failure and
                  proceed with all due diligence to substantially cure the same,
                  then the other Party may give a termination Notice to the
                  defaulting Party and may terminate the Project Schedule.

         7.2      DEFAULT UNDER THIS AGREEMENT. In the event that a Party
                  materially fails to perform any of its obligations under this
                  Agreement, the other Party may give the defaulting Party
                  Notice of such failure. The defaulting Party shall within
                  thirty (30) days of receipt of such Notice remedy the failure
                  specified therein. In the event the defaulting Party fails to
                  remedy a failure under this Agreement within such thirty (30)
                  days or, for those failures which cannot reasonably be cured
                  within thirty (30) days, fails to promptly commence curing
                  such failure and proceed with all due diligence to
                  substantially cure the same, the other Party may give a
                  termination Notice to the defaulting party and may terminate
                  this Agreement.

         7.3      EVENT OF BANKRUPTCY. If an Event of Bankruptcy shall have
                  occurred with respect to either Party, the other Party may
                  give a termination Notice to the bankrupt Party and may
                  terminate this Agreement.

         7.4      TERMINATION FOR CONVENIENCE BY EITHER PARTY. Either Party may
                  terminate this Agreement at any time by giving__________ days
                  prior written Notice to the other Party. Such Notice shall set
                  forth the date of termination.


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         7.5      EFFECT OF TERMINATION.

                  7.5.1    TERMINATION BY CUSTOMER. Upon termination of this
                           Agreement by Customer pursuant to this Section 7, ADS
                           shall, at Customer's option, either, (a) immediately
                           cease work in respect of all Project Schedules, or
                           (b) conclude any work in progress in an efficient and
                           professional manner and assemble and deliver to
                           Customer any Work Product after completion thereof.

                  7.5.2    TERMINATION BY ADS. Upon termination of this
                           Agreement by ADS pursuant to this Section 7, ADS will
                           make every effort to conclude any work in progress in
                           an efficient and professional manner within the
                           thirty (30) days after notice, ADS will assemble and
                           deliver to Customer any Work Product after completion
                           thereof.

                  7.5.3    PAYMENT FOR SERVICES RENDERED. Upon termination of a
                           Project Schedule or this Agreement for any reason
                           Customer shall pay ADS for all Services performed
                           through (i) the date of such termination, or (ii) if
                           ADS concludes any work in progress after termination
                           of this Agreement the date such work in progress is
                           concluded.

8.       FEES.

         8.1      PAYMENT OF FEES. Customer shall pay to ADS the fees set forth
                  in each applicable Project Schedule according to the payment
                  provisions set forth in such Project Schedule.

         8.2      TAXES. Customer will be responsible for payment of all sales,
                  use, excise, and value-added taxes, or taxes of a similar
                  nature, imposed by the United States, any state or local
                  government, or other taxing authority, on the Services being
                  paid for by Customer hereunder.

9.       THIRD PARTY SERVICE PROVIDERS. Customer may obtain from third party
         providers certain services related to and to augment or supplement the
         Services. Customer may select and retain such third party providers and
         will notify ADS of any change in third party providers or in the level
         or nature of services provided thereby, to the extent such services
         affect the Services. ADS shall have no responsibility to remedy a third
         party provider's failure to provide services to Customer and if such
         failure adversely affects ADS' ability to provide the Services, ADS
         shall be excused from the performance of the Services or their
         performance in accordance with the Service Levels, to the extent that
         the Services are affected by such failure until the third party
         provider or a successor chosen by Customer corrects the failure. If and
         to the extent a change in Customer's third party service provider
         results in actual and unavoidable costs or expenses to ADS, Customer
         shall reimburse ADS for such costs and expenses incurred.


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10.      LIABILITY AND INDEMNIFICATION.

         10.1     NO WARRANTIES. EXCEPT AS PROVIDED HEREIN, THERE ARE NO EXPRESS
                  OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
                  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
                  RESPECTING THE SERVICES AND/OR OTHER PRODUCTS SOLD OR PROVIDED
                  BY ADS PURSUANT TO THIS AGREEMENT AND ALL PROJECT SCHEDULES.
                  THE REMEDIES SET FORTH IN THIS SECTION WITH RESPECT TO SUCH
                  SERVICES ARE THE SOLE REMEDIES RELATING TO ADS' LIABILITY TO
                  CUSTOMER FOR MONEY DAMAGES.

         10.2     CUSTOMER'S INDEMNIFICATION. Customer shall indemnify and hold
                  harmless ADS and its Indemnitees from and against cost, loss,
                  liability, damage, judgment, cause of action, claim, expense,
                  penalty or fine, including, but not limited to, reasonable
                  attorneys' fees, sustained by ADS and its Indemnitees by way
                  of suit, claim, settlement (which shall require ADS' consent,
                  which shall not be unreasonably withheld) or otherwise, in a
                  private, third party or governmental suit, arising out of,
                  alleged to arise out of, or in connection with the Services
                  provided for in this Agreement and all Project Schedules,
                  provided that any and all such cost, loss, liability, damage,
                  judgment, cause of action, claim, expense, penalty or fine is
                  the result of the gross negligence or willful misconduct of
                  Customer, its officers, directors, or employees.

         10.3     ADS' INDEMNIFICATION. ADS shall indemnify and hold harmless
                  Customer and its Indemnitees from and against cost, loss,
                  liability, damage, judgment, cause of action, claim, expense,
                  penalty or fine, including, but not limited to, reasonable
                  attorneys' fees, sustained by Customer and its Indemnitees by
                  way of suit, claim, settlement (which shall require Customer`s
                  consent, which shall not be unreasonably withheld) or
                  otherwise, in a private, third party or governmental suit,
                  arising out of, alleged to arise out of, or in connection with
                  the Services provided for in this Agreement and all Project
                  Schedules, that any and all such cost, loss, liability,
                  damage, judgment, cause of action, claim, expense, penalty or
                  fine is the result of the gross negligence or willful
                  misconduct of ADS, its officers, directors or employees.

11.      CONFIDENTIALITY.

         11.1     OBLIGATIONS OF THE PARTIES. Neither party shall disclose any
                  information not of a public nature concerning the business or
                  properties of the other Party which it learns as a result of
                  negotiating or implementing this Agreement and all Project
                  Schedules, including, without limitation, the terms and
                  conditions of this Agreement and the Project Schedules, trade
                  secrets, business and financial information, source codes,
                  business methods, procedures, know-how and other information
                  of every kind that relates to the business of either Party,
                  except to the extent disclosure is required by applicable law,
                  is necessary for the performance


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                  of the disclosing Party's obligation under this Agreement, or
                  is agreed to in writing by the other Party; provided that (i)
                  prior to disclosing any confidential information to any third
                  party, the Party making the disclosure shall give Notice to
                  the other Party of the nature of such disclosure and of the
                  fact that such disclosure will be made, and (ii) prior to
                  filing a copy of this Agreement and/or the Project Schedules
                  with any governmental authority or agency, the filing Party
                  will consult with the other Party with respect to such filing
                  and shall redact such portions of this Agreement and/or the
                  Project Schedules which the other Party requests be redacted,
                  unless, in the filing Party's reasonable judgment based on the
                  advice of its counsel (which advice shall have been discussed
                  with counsel to the other Party), the filing Party concludes
                  that such request is inconsistent with the filing Party's
                  obligations under applicable laws. Neither Party shall acquire
                  any property or other right, claim or interest, including any
                  patent right or copyright interest, in any of the systems,
                  procedures, processes, equipment, computer programs and/or
                  information of the other Party by virtue of this Agreement or
                  the Project Schedules. Neither Party shall use the other
                  Party's name for advertising or promotional purposes without
                  such other Party's written consent.

         11.2     EXCEPTIONS. The obligations of this Section, shall not apply
                  to any information:

                  a)       which is generally known to the trade or to the
                           public at the time of such disclosure; or

                  b)       which becomes generally known to the trade or the
                           public subsequent to the time of such disclosure;
                           provided, however, that such general knowledge is not
                           the result of a disclosure in violation of this
                           Section; or

                  c)       which is obtained by a Party from a source other than
                           the other Party, without breach of this Agreement or
                           any other obligation of confidentiality or secrecy
                           owed to such other Party or any other person or
                           organization; or

                  d)       which is independently conceived and developed by the
                           disclosing Party and proven by the disclosing Party
                           through tangible evidence not to have been developed
                           as a result of a disclosure of information to the
                           disclosing Party, or any other person or organization
                           which has entered into a confidential arrangement
                           with the non-disclosing Party.

         11.3     DISCLOSURE. If any disclosure is made pursuant to the
                  provisions of this Section, to any parent company, subsidiary,
                  affiliate or non-governmental third party, the disclosing
                  Party shall be responsible for ensuring that such parent,
                  subsidiary, affiliate or non-governmental third party keeps
                  all such information in confidence and that any
                  non-governmental third party executes a confidentiality
                  agreement provided by the non-disclosing Party. Each Party
                  covenants that at all times it shall have in place procedures
                  designed to assure that each of its employees who is given
                  access to the other Party's confidential information shall
                  protect the


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<PAGE>

                  privacy of such information. Each Party acknowledges that any
                  breach of the confidentiality provisions of this Agreement by
                  it will result in irreparable damage to the other Party and
                  therefore in addition to any other remedy that may be afforded
                  by law any breach or threatened breach of the confidentiality
                  provisions of this Agreement may be prohibited by restraining
                  order, injunction or other equitable remedies of any court.
                  The provisions of this Section will survive termination or
                  expiration of this Agreement.

12.      REPRESENTATIONS, WARRANTIES AND COVENANTS.

         12.1     CUSTOMER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Customer
                  represents, warrants and covenants the following:

                  12.1.1   COMPLIANCE WITH LAWS. Customer shall comply with all
                           applicable laws and regulations, whether federal,
                           state or local, in the performance of its business
                           and its obligations hereunder. Customer acknowledges
                           and agrees that Customer is solely responsible for
                           monitoring legal developments applicable to its
                           business and the Services requested by Customer, and
                           for interpreting and determining the requirements for
                           compliance with all applicable state and federal
                           laws. ADS shall be entitled to rely upon, without
                           verification, any and all information, data and
                           instructions at any time submitted to ADS by Customer
                           having to do with Customer or the Services, and ADS
                           shall have no responsibility or liability whatsoever
                           with respect to such information, data and
                           instructions.

                  12.1.2   DULY ORGANIZED. Customer is a corporation duly
                           organized, validly existing and in good standing
                           under the laws of the state of__________ . Customer
                           has performed all necessary corporate action to have
                           the appropriate authority to enter into this
                           Agreement and to comply with its provisions. Customer
                           will not, by entering into this Agreement, be in
                           default of any obligations pursuant to any other
                           agreements to which Customer is a party.

         12.2    ADS' REPRESENTATIONS, WARRANTIES AND COVENANTS. ADS represents,
                 warrants and covenants the following:

                  12.2.1   COMPLIANCE WITH LAWS. ADS shall comply with all
                           applicable laws and regulations, whether federal,
                           state or local, in the performance of its business
                           and of its obligations hereunder.

                  12.2.2   DULY ORGANIZED. ADS is a corporation duly organized,
                           validly existing and in good standing under the laws
                           of the state of Delaware. ADS has performed all
                           necessary corporate action to have the appropriate
                           authority to enter into this Agreement and to comply
                           with its provisions. ADS will


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                           not, by entering into this Agreement, be in default
                           of any obligations pursuant to any other agreements
                           to which ADS is a party.

         12.3     YEAR 2000 COMPLIANCE.

                  12.3.1   ADS' COMPLIANCE. ADS shall use commercially
                           reasonable efforts to ensure that software or systems
                           proprietary to ADS and used in the performance of the
                           Services hereunder shall be Year 2000 Compliant.
                           However, ADS shall not be responsible for (1)
                           software or system failures based on improvements,
                           enhancements, modifications or updates to, and any
                           inaccuracies, delays, interruptions, or errors caused
                           by any software or systems that are not proprietary
                           to ADS; (2) any inaccuracies, delays, interruptions
                           or errors occurring as a result of incorrect data or
                           data from other systems, software, hardware,
                           processes or third parties provided in a format that
                           is inconsistent with the format and protocols
                           established for the ADS software and systems
                           including date data in two-digit format, even if such
                           data is required for the operation of the software or
                           systems; and (3) any inaccuracies, delays,
                           interruptions or errors occurring, at no fault of
                           ADS, as a result of incorrect data or data from
                           telecommunication systems.

                  12.3.2   CUSTOMER'S COMPLIANCE. Customer shall use
                           commercially reasonable efforts to ensure that
                           software or systems proprietary to Customer and used
                           by Customer in connection with its business shall be
                           Year 2000 Compliant. However, Customer shall not be
                           responsible for (1) software or system failures based
                           on improvements, enhancements, modifications or
                           updates to, and any inaccuracies, delays,
                           interruptions, or errors caused by any software or
                           systems that are not proprietary to Customer; (2) any
                           inaccuracies, delays, interruptions or errors
                           occurring as a result of incorrect data or data from
                           other systems, software, hardware, processes or third
                           parties provided in a format that is inconsistent
                           with the format and protocols established for the
                           Customer software and systems including date data in
                           two-digit format, even if such data is required for
                           the operation of the software or systems; and (3) any
                           inaccuracies, delays, interruptions or errors
                           occurring, at no fault of Customer, as a result of
                           incorrect data or data from telecommunication
                           systems.

13.      MISCELLANEOUS.

         13.1     ASSIGNMENT. This Agreement shall be binding on the Parties and
                  their respective successors and assigns.

         13.2     FORCE MAJEURE. Neither Party will be responsible for any
                  failure or delay in performance of its obligations under this
                  Agreement or any Project Schedules because of circumstances
                  beyond its control, including, but not limited to, acts of
                  God, flood, criminal acts, fire, riot, computer viruses,
                  computer hackers, accident,


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                  strikes or work stoppage, embargo, sabotage, inability to
                  obtain material, equipment or phone lines, government action
                  (including any laws, ordinances, regulations or the like which
                  restrict or prohibit the providing of the Services
                  contemplated by this Agreement), and other causes whether or
                  not of the same class or kind as specifically named above. In
                  the event a Party is unable to substantially perform its
                  obligations for any of the reasons described in this
                  Subsection, it will notify the other Party promptly of its
                  inability so to perform, and if the inability continues for
                  more than ninety (90) consecutive days, the Party so notified
                  may then terminate this Agreement forthwith. This provision
                  shall not, however, release the Party unable to perform from
                  using its best efforts to avoid or remove such circumstance
                  and such Party unable to perform shall continue performance
                  hereunder with the utmost dispatch whenever such causes are
                  removed.

         13.3     NOTICES. All Notices pursuant to this Agreement must be in
                  writing and shall be deemed given when mailed by certified or
                  registered mail, return receipt requested, or sent by
                  receipted courier service, or delivered personally, to the
                  party concerned at the following address:

         If to ADS:
                  ADS Alliance Data Systems, Inc.
                  800 TechCenter Drive
                  Gahanna, Ohio 43230
                  Attention:  Director, Business Solutions
                  With a copy to:   Attention:  General Counsel

         If to Customer:
                  ----------------------------
                  ----------------------------
                  ----------------------------
                  Attention:
                            ------------------
                  Either Party may change the address to which Notices and
                  communications will be sent by written Notice to the other
                  Party, provided that any Notice of change of address shall be
                  effective only upon receipt.

         13.4     INTEGRATION OF PRIOR AGREEMENTS AND AMENDMENTS. This
                  Agreement, including its Project Schedules, constitutes the
                  entire agreement and understanding between the Parties and
                  merges all prior discussions between them, and supersedes all
                  prior agreements and understandings, relating to its subject
                  matter. This Agreement may not be amended or modified except
                  in writing signed by both Parties.

         13.5     HEADINGS. The table of contents and headings given to the
                  sections and paragraphs of this Agreement are for convenience
                  of reference and are not to be used to interpret this
                  Agreement.


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<PAGE>

         13.6     SEVERABILITY. In the event that one or more provisions of this
                  Agreement or of any Project Schedule is held invalid, illegal
                  or unenforceable in any respect or on the basis of any
                  particular circumstances or in other jurisdictions, the
                  validity, legality and enforceability of such provision or
                  provisions under other circumstances or in other jurisdictions
                  and the remaining provisions will not in any way be affected
                  or impaired, unless the declaration of the invalidity,
                  illegality or unenforceability of such provision or provisions
                  substantially frustrates the continued performance by, or
                  entitlement to benefits of, either Party, in which case this
                  Agreement may be terminated by the affected party, without
                  penalty.

         13.7     WAIVER. No failure or delay on the part of either Party in
                  exercising any power or right under this Agreement shall be
                  deemed to be a waiver, nor does any single or partial exercise
                  of any power or right preclude any other or further exercise,
                  or the exercise of any other power or right. No waiver by a
                  Party of any provision of this Agreement, or of any breach or
                  default, is effective unless in writing and signed by the
                  Party against whom the waiver is to be enforced.

         13.8     APPLICABLE LAW. THIS AGREEMENT AND THE PROJECT SCHEDULES SHALL
                  BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL LAWS OF
                  THE STATE OF OHIO, REGARDLESS OF THE DICTATES OF OHIO
                  CONFLICTS LAW, AND THE PARTIES HEREBY SUBMIT TO EXCLUSIVE
                  JURISDICTION AND VENUE IN THE UNITED STATES FEDERAL DISTRICT
                  COURT FOR THE EASTERN DISTRICT OF OHIO, OR IN A STATE COURT
                  WITH COMPETENT JURISDICTION IN OHIO.

         13.9     SURVIVAL. No termination of this Agreement or a Project
                  Schedule shall in any way affect or impair the powers,
                  obligations, duties, rights, indemnities, liabilities,
                  covenants or warranties and/or representations of the Parties
                  with respect to times and/or events occurring prior to such
                  termination, including the obligation to make payments arising
                  prior to the termination date. No powers, obligations, duties,
                  rights, indemnities, liabilities, covenants, warranties and/or
                  representations of the Parties with respect to times and/or
                  events occurring after termination shall survive termination
                  except for the following Sections: Section 4, Section 5,
                  Subsection 7.5, Section 8, Section 10 and Section 11.

         13.10    MUTUAL DRAFTING. This Agreement is the joint product of ADS
                  and Customer and each provision hereof has been subject to
                  mutual consultation, negotiation and agreement of ADS and
                  Customer, and shall not be construed for or against any Party
                  hereto.

         13.11    INDEPENDENT CONTRACTOR. The Parties hereby declare and agree
                  that ADS is engaged in an independent business, and shall
                  perform its obligations under this Agreement as an independent
                  contractor; that any of ADS' personnel performing the Services
                  hereunder are agents, employees, affiliates, or subcontractors
                  of ADS and are not agents, employees, affiliates, or
                  subcontractors of Customer; that ADS


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<PAGE>

                  has and hereby retains the right to exercise full control of
                  and supervision over the performance of ADS' obligations
                  hereunder and full control over the employment, direction,
                  compensation and discharge of any and all of the ADS' agents,
                  employees, affiliates, or subcontractors, including compliance
                  with workers' compensation, unemployment, disability
                  insurance, social security, withholding and all other federal,
                  state and local laws, rules and regulations governing such
                  matters; that ADS shall be responsible for ADS' own acts and
                  those of ADS' agents, employees, affiliates, and
                  subcontractors; and that except as expressly set forth in this
                  Agreement, ADS does not undertake by this Agreement or
                  otherwise to perform any obligation of Customer, whether
                  regulatory or contractual, or to assume any responsibility for
                  Customer's business or operations.

         13.12    NO THIRD PARTY BENEFICIARIES. The provisions of this Agreement
                  are for the benefit of the Parties hereto and not for any
                  other person or entity.

         13.13    ORDER OF PRECEDENCE. In the event of any conflict or
                  inconsistency between or among the provisions of this
                  Agreement and a Project Schedule, the provisions of the
                  Project Schedule shall control; provided that the Agreement
                  and Project Schedules shall be interpreted so as to give
                  effect to all provisions in both to the extent reasonably
                  practicable. In the event of a conflict between any Project
                  Schedules, the terms of the latest dated Project Schedule
                  shall prevail.

         13.14    COUNTERPARTS. This Agreement may be executed in several
                  counterparts all of which taken together shall constitute one
                  single agreement between the Parties.

         13.15    CONSENTS, APPROVALS AND REQUESTS. All consents and approvals
                  to be given by either Party under this Agreement and the
                  Project Schedules shall not be unreasonably withheld and each
                  Party shall make only reasonable requests under this Agreement
                  and the Project Schedules.


                                       11

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this agreement by their
duly authorized officers as of the day and year first above written.


ADS Alliance Data Systems, Inc.
                                       -----------------------------------------
                                       (Customer)


By:                                    By:
-------------------------------           --------------------------------------

Title:                                 Title:
      -------------------------              -----------------------------------

Print Name:                            Print Name:
           ---------------------                  ------------------------------


<PAGE>

                            SCHEDULE 1 - DEFINITIONS

"ADS" means ADS Alliance Data Systems, Inc.

"Affiliate" means any wholly-owned subsidiary or parent company of Customer or
ADS or any other entity of which a majority is owned by Customer or ADS or by
the same entity owning Customer or ADS.

"Business Day" means any calendar day other than Saturday or Sunday and
excluding holidays then currently recognized by ADS. All times referenced in
this Agreement will be Eastern Time unless otherwise noted.

"Customer" means_____________________________________.

"Event of Bankruptcy" means, with respect to any Party, the occurrence of any of
the following events: (a) a decree or order, by a governmental authority having
jurisdiction, is entered with respect to such Party and is not vacated,
discharged, stayed or bonded within 60 days after the date of entry thereof, (i)
for relief in respect of such Party pursuant to the Bankruptcy Code, (ii)
appointing a custodian, receiver, liquidator, assignee, trustee, or sequestrator
(or similar official) of such Party or of any substantial part of its
properties, or (iii) ordering the winding-up or liquidation of the affairs of
such Party, or (b) a Person other than such Party files a petition seeking the
institution of any proceedings specified in clauses (a)(i), (ii) or (iii) in
respect of such Party, and such petition shall not be discharged or dismissed
within 60 days after the date of filing thereof, or (c) such Person (i) files a
petition seeking relief pursuant to the Bankruptcy Code, (ii) consents to the
institution of proceedings pursuant thereto or to the filing of any such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or sequestrator (or similar official) of such
Party or of any substantial part of its properties, or the winding up or
liquidation of its affairs, or (iii) takes corporate action in furtherance of
any such action.

"Indemnitee" shall mean a Party's parent, affiliates, subsidiaries and their
respective directors, officers, employees, agents, successors, shareholders and
assigns.

"Notice" means a formal communication related to, or required under any of the
provisions of this Agreement and given in accordance with the provisions of
Subsection 13.3 of the Agreement.

"Party" means either ADS or Customer.

"Parties" means ADS and Customer.

"Person" means any individual, sole proprietorship, partnership, joint venture,
trust, unincorporated organization, association, corporation, institution,
public benefit corporation, entity or Governmental Authority.

"Project Schedule (s)" shall have that meaning set forth in the recitals.



                                       13
<PAGE>

"Services" shall have that meaning set forth in Subsection 2.1.

"Work Product" means all written reports and other documentation prepared by ADS
for Customer in connection with the Services.


                                       14

<PAGE>

                      SCHEDULE 2 - SAMPLE PROJECT SCHEDULE
                     TO BUSINESS SOLUTIONS MASTER AGREEMENT


This Project Schedule (the "Project Schedule") is entered into between ADS
Alliance Data Systems, Inc. ("ADS") and________________("Customer").

         WHEREAS, ADS and Customer have entered into a Business Solutions
Master Agreement dated___________ , 1999 (the "Agreement"), pursuant to which
the Parties contemplated execution of certain Project Schedules setting forth
the Services to be provided by ADS:

         NOW, THEREFORE, ADS and Customer agree as follows:

1.       DEFINITIONS. Any capitalized term not defined herein shall have the
         meaning provided in the Agreement.

2.       INCORPORATION OF AGREEMENT. The Parties agree that all of the terms of
         the Agreement, except as specifically provided in this Project
         Schedule, shall apply to this Project Schedule and are incorporated
         herein.

3.       EFFECTIVE DATE. The effective date of this Project Schedule shall be
         the season, consisting of__________ through__________ , 1999.

4.       SERVICES. ADS shall provide Customer with the following Services:

5.       IMPLEMENTATION SCHEDULE. The Services shall be provided as set forth
         below:

                              CUSTOMER SPRING 1999

<TABLE>
<CAPTION>

--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
      PROGRAM              TIMING              SCOPE            CIRCULATION       PROJECT PRICE       RETURN PRICE
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
<S>                        <C>                 <C>              <C>               <C>                 <C>

--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>


6.       FEES. Customer shall pay the following fees for the Services:

         A base Retainer fee of $__________ to retain an ADS Business Solutions
         account team to provide the Services described above. In addition, the
         actual and reasonable costs for shipping and travel expenses incurred
         by ADS during implementation of the Services will be directly passed
         through to Customer.

         ADS will bill Customer the base fee in__________ ( ) installments of
         $__________ each together with any incurred shipping and travel
         pass-through expenses on the 15th of each


                                       15

<PAGE>

         month beginning__________ , 1999 and continuing through__________ ,
         1999. Payment is due within thirty (30) days of the invoice date.

         If this retainer schedule is not signed by Customer and returned to the
         Alliance Data Business Solutions Director prior to__________ , 1999,
         Customer shall not receive the Retainer Price, and the Project Price
         listed in the Implementation Schedule above shall apply for all
         projects provided by ADS.

7.       AVAILABLE PRODUCTS NOT COVERED IN THIS SCHEDULE:

8.       PROJECT REPORTING. For retainer projects involving results reporting,
         ADS will provide immediate results for the overall campaign, exclusive
         of test panels, within ten (10) to fourteen (14) Business Days
         (depending upon the last day of the promotion) after the conclusion of
         the promotion period.

         Spring 1999 delivery timelines will be used as a benchmark for Fall
         1999 delivery timelines. The program design for each project will
         specify the expected delivery date for immediate results. At the end of
         the season, ADS will deliver to Customer a report which highlights the
         actual delivery of each program.

9.       CONFLICTS. In the event of any conflict or inconsistency between or
         among the provisions of this Agreement and a Project Schedule, the
         provisions of the Project Schedule shall control; provided that the
         Agreement and Project Schedules shall be interpreted so as to give
         effect to all provisions in both to the extent reasonably practicable.
         In the event of a conflict between any Project Schedules, the terms of
         the latest dated Project Schedule shall prevail.

         IN WITNESS WHEREOF, the parties have executed this Project Schedule by
their duly authorized officers as of the date(s) set forth below.

ADS Alliance Data Systems, Inc.
                                           ---------------------------
                                           (Customer)

By:                                        By:
   -------------------------                  ------------------------

Name:                                      Name:
     -----------------------                    ----------------------

Title:                                     Title:
      ----------------------                     ---------------------

Date:                                      Date:
     -----------------------                    ----------------------


                                       16