FIFTH AMENDMENT TO LEASE


         THIS FIFTH AMENDMENT TO LEASE (the "Fifth Amendment") is made and
entered into as of the 27TH day of July, 2005 (the "Effective Date") by and
between 360 NORTH MICHIGAN PROPERTIES, LLC, a Delaware limited liability
company, as landlord ("Landlord"), and COOLSAVINGS, INC., a Delaware
corporation, as tenant ("Tenant").

                                    RECITALS

         A. 360 North Dearborn Trust, Landlord's predecessor in interest, and
Tenant entered into a certain Lease Agreement dated January 3, 2000 (the
"Original Lease") under which Landlord's predecessor in interest leased to
Tenant and Tenant rented from Landlord's predecessor in interest certain space
comprising approximately Forty-Three Thousand Eight Hundred Forty-Nine (43,849)
rentable square feet (the "Original Premises") on the 8th, 18th, 19th and 21st
floors of the building located at 360 North Michigan Avenue, Chicago, Illinois
(the "Building"), as more particularly described in the Lease. The Lease was
amended by (i) a First Amendment to Lease dated March 31, 2000, (ii) a Second
Amendment to Lease dated November 30, 2000, (iii) a Third Amendment to Lease
dated July 3, 2002, and (iv) a Fourth Amendment to Lease dated September 30,
2002 (collectively the "Amendments", which Amendments added and subtracted
certain space from the Original Premises, Tenant currently rents from Landlord's
predecessor in interest certain space comprising approximately Forty-Eight
Thousand Three Hundred Seventy-Three (48,373) rentable square feet (the
"Premises") on the 11th, 13th, 14th, 16th, 18th, 19th, 20th, and 21st floors of
the Building. The Original Lease and the Amendments are collectively referred to
as the "Lease".

         B. Tenant has entered into certain subleases set forth on Exhibit A
(the "Subleases") which will be assigned and modified as set forth below.

         C. Tenant and an affiliate of Landlord are concurrently entering into a
lease (the "Other Lease") for certain premises located at One North Dearborn,
Chicago, Illinois, and subject to Tenant entering into the Other Lease, Landlord
has agreed to an early termination of the Lease and a Base Rent reduction, all
as more specifically set forth below.

         D. In connection with the early termination of this Lease, the Lease
will be bifurcated and the termination of the Lease as to certain portions of
the Premises will occur at different times as set forth below.

         In consideration of the mutual covenants set forth below and for other
good and valuable consideration, the receipt and legal sufficiency of which are
acknowledged, Landlord and Tenant, intending to be legally bound, agree to amend
the Lease as follows:

         1. Defined Terms. Unless otherwise defined in this Fifth Amendment, all
capitalized terms shall have the same meanings as are ascribed to those terms in
the Lease.

<PAGE>

         2. Landlord/Landlord's Address for Notices. Section II-A and II-B of
the Lease Information Summary are deleted in their entirety and the following is
substituted in their place.

                  A.   Landlord:           360 North Michigan Properties, LLC,
                                           a Delaware limited liability company
                                           c/o MB Real Estate Services, L.L.C.
                  B.   Landlord's          One North LaSalle Street
                       Address for         Suite 1600
                       Notices:            Chicago, Illinois 60602
                                           Attention:  General Manager
                                           With copies to:

                                           The Chetrit Group
                                           404 Fifth Avenue
                                           4th Floor
                                           New York, New York  10018
                                           Attention:  Mr. Meyer Chetrit

                                           And to:

                                           Read Property Group
                                           4706 18th Avenue
                                           Suite 200
                                           Brooklyn, New York  11204
                                           Attention:  Mr. Robert Wolf

                                           And to:

                                           Much Shelist Freed Denenberg Ament
                                           & Rubenstein, P.C. 191 North Wacker
                                           Drive
                                           Suite 1800
                                           Chicago, Illinois  60606
                                           Attention:  Michael B. Sadoff, Esq.

         3. Termination Date. Section IV-C of the Lease Information Summary is
deleted in its entirety and the following is substituted in its place:

                  Termination Date.

                           (i) With respect to that portion of the Premises
                           which is not as of the Effective Date subject to or
                           encumbered by any of the Subleases, (such portion of
                           the Premises being referred to below as the
                           "Unencumbered Space") the Termination Date will be
                           the day immediately preceding the Rent Commencement
                           Date (as defined in the Other Lease) (the "Initial
                           Termination Date").


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<PAGE>

                           (ii) With respect to that portion of the Premises
                           which is as of the Effective Date subject to or
                           encumbered by the Subleases (such portions of the
                           Premises being collectively referred to below as the
                           "Encumbered Space"), the Termination Date will be the
                           day immediately following the last termination date
                           of the Subleases.

         4.       Mutual Release.

                  By Assignment and Assumption of Sublease described below,
Tenant intends to assign to Landlord and Landlord intends to assume, as of
August 1, 2005, all of Tenant's right, title and interest as sublessor under the
Subleases. Accordingly, from and after August 1, 2005 and only with respect to
the Encumbered Space and to the Lease as it pertains to the Encumbered Space:
(a) Landlord releases Tenant from all of Tenant's obligations under the Lease,
except for (i) Tenant's obligations which accrue prior to August 1, 2005, (ii)
any of Tenant's obligations which are intended to survive the termination of the
Lease as expressly provided in the Lease, and (iii) Tenant's obligations under
this Fifth Amendment; and (b) Tenant releases Landlord from all of Landlord's
obligations under the Lease, except for (i) Landlord's obligations which accrue
prior to August 1, 2005, (ii) any of Landlord's obligations which are intended
to survive the termination of the Lease as expressly provided in the Lease, and
(iii) Landlord's obligations under this Fifth Amendment.

         5. Holdover. Tenant acknowledges that on the Initial Termination Date
Tenant will vacate and leave the Unencumbered Space in broom clean condition,
and Tenant's failing to do so will constitute a holdover under the provisions of
the Lease.

         6. Base Rent Reduction. Subject to the provisions of Sections 13 and 14
below, from and after August 1, 2005, and continuing until the Initial
Termination Date (as set forth in Section 3 above), the Monthly Base Rent
currently due from Tenant is reduced by the amount of Thirty-Seven Thousand
Eight Hundred and 00/100 Dollars ($37,800.00) per month ("Monthly Base Rent
Reduction"). In the event the Initial Termination Date does not fall on the last
day of the month, the Monthly Base Rent Reduction will be prorated accordingly.
In the event the Delivery Date (as defined in Section 13(c) below) occurs after
August 1, 2005, Tenant will make the Base Rent payment currently required under
the Lease, and provided this Fifth Amendment is not terminated as provided in
Section 13(c) below Landlord will credit the applicable Monthly Base Rent
Reduction against the next Base Rent payment(s) due.

         7. Landlord's Address for Payment of Rent. Section V-B of the Lease
Information Summary is deleted in its entirety and the following is substituted
in its place:

            B.  Landlord's
                Address for           c/o Column Financial
                Payment of            37193 Eagle Way
                Rent:                 Chicago, Illinois  60678-1371
                                      (Sections 3.1 and 3.3)

         8. Security Deposit. Tenant acknowledges that as of the Effective Date,
the Security Deposit consists of a cash deposit in the amount of $272,411.91 and
a letter of credit in the amount of $434,723.00. Provided that Tenant has
deposited the security deposit required under the Other Lease and no event has
occurred under the terms of the Lease that would entitle Landlord to draw on the
Security Deposit, Landlord shall return to Tenant the Security Deposit (or
applicable portion) on the Initial Termination Date.

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<PAGE>

         9. Confidentiality. Tenant agrees to maintain in strict confidence the
non-public information and terms contained in the Lease and in this Fifth
Amendment, including but not limited to the Rent due from Tenant under the Lease
(collectively the "Confidential Information"). Tenant shall not under any
circumstances disclose all or any portion of the Confidential Information to any
other person or entity, and shall maintain the Confidential Information in the
strictest confidence. Notwithstanding the foregoing, however, Tenant may
disclose the Confidential Information (i) to Tenant's employees and advisors to
the extent that such employees and advisors reasonably need to know such
Confidential Information in order to perform services on behalf of Tenant; (ii)
to the extent required by any applicable statute, law, regulation, governmental
authority or court order; and (iii) in connection with any litigation or
proceeding that may arise between the parties in connection with the Lease or
this Fifth Amendment. Tenant shall advise Tenant's employees and advisors of the
provisions of this Section 9 and cause such employees and advisors to keep the
Confidential Information confidential and otherwise comply with the terms of
this Section 9. Any material breach by Tenant or any of its employees or
advisors of any of the covenants and obligations contained in this Section 9
shall constitute an Event of Default under the Lease, in which event Landlord
shall be entitled to exercise any and all of its remedies under the Lease. The
undertakings of Tenant pursuant to this Section 9 shall survive the termination
of the Lease as modified by this Fifth Amendment.

         10. Real Estate Broker. Tenant and Landlord represent and warrant to
each other that neither has dealt with any real estate broker or third party as
a broker (to whom or which a commission may be due) in connection with this
Fifth Amendment. Each party agrees to defend, indemnify and hold the other
party, its members, managers, employees, successors and assigns harmless from
and against any and all claims, demands, liabilities, damages, losses, costs and
expenses, including but not limited to reasonable attorneys' fees, incurred by
the indemnified party as a result of or arising from a claim or action brought
by any other broker or agent for any commission, finder's fee or other
compensation alleged to be due to such broker or agent with respect to its
representation of the indemnifying party in connection with this Fifth
Amendment.

         11. Landlord Access. Tenant acknowledges that from and after the
Effective Date, Landlord and its agents, architects, engineers and consultants
will have the right to access the Premises from time to time upon reasonable
prior notice to Tenant for conducting such studies and investigations as
Landlord may reasonably request, provided that such access will not materially
and adversely affect the operation of Tenant's Premises

         12. Subleases. Tenant represents and warrants that (i) there are no
subleases, licenses or other occupancy agreements affecting the Premises other
than the Subleases, and (ii) there are no security or other deposits (the
"Sublease Security Deposits") associated with the Subleases other than as set
forth on Exhibit A.

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<PAGE>

         13. Conditions.

                  (a) Conditions. This Fifth Amendment and its effectiveness are
         subject to and conditioned upon all of the following: (x) Landlord and
         Tenant must execute the Other Lease concurrently with this Fifth
         Amendment, (y) from and after the Effective Date of this Fifth
         Amendment there will be no Event of Default by Tenant under the Lease
         or under the Other Lease and (z) the Sublease Requirements (defined
         below) have been fully satisfied.

                  (b)      Sublease Requirements.

                           (i) The "Sublease Requirements" collectively mean the
                  Landlord Sublease Requirements and the Tenant Sublease
                  Requirements set forth below.

                           (ii) The "Tenant Sublease Requirements" are as
                  follows:

                                    (1) Delivery to Landlord of signed estoppel
                                    certificates from all of the Subtenants
                                    under the Subleases, such estoppel
                                    certificates to be in the form attached as
                                    Group Exhibit A.

                                    (2) Delivery to Landlord of a signed
                                    counterpart of each of the Assignment and
                                    Assumption of Subleases in the form attached
                                    as Group Exhibit B.

                                    (3) Payment to Landlord of all cash Sublease
                                    Security Deposits (or delivery of
                                    appropriately assigned Letters of Credit).

                                    (4) Delivery to Landlord of signed Tenant
                                    Notices to each of the Subtenants in the
                                    form attached as Exhibit C.

                           (iii) The "Landlord Sublease Requirements" are as
                  follows:

                                    (1) Delivery to Tenant of a signed
                                    counterpart of each of the Assignment and
                                    Assumption of Subleases.

                                    (2) Landlord obtaining the signed Amendment
                                    of Subleases in the form set forth on Group
                                    Exhibit_D.

                                    (3) Landlord obtaining a signed new lease
                                    satisfactory to Landlord from Subtenant
                                    Amstadter.

                                    (4) Delivery to Tenant of signed Tenant
                                    Notices to each of the Subtenants in the
                                    form attached as Exhibit C.

                  (c) Delivery Date.

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<PAGE>

                  In the event that either Landlord or Tenant fails to obtain
         and deliver, without condition or qualification, the respective
         Landlord Sublease Requirements or Tenant Sublease Requirements on or
         before July 27, 2005 (the "Delivery Date"), then either party may at
         any time after the Delivery Date send a notice to the other, that if
         the respective delivery or deliveries are not made within seven (7)
         days following such notice, then this Fifth Amendment is terminated and
         of no further force and effect and, the Lease, without modification by
         this Fifth Amendment, will remain in full force and effect. In no
         event, however, shall either party's failure to satisfy the Sublease
         Requirements be deemed a default by such party under the Lease, this
         Fifth Amendment or the Other Lease.

         14. Landlord's Rights and Remedies. If prior to the Initial Termination
Date, this Fifth Amendment is terminated pursuant to the provisions of Section
13 above, or an Event of Default by Tenant occurs under the Other Lease and
Landlord's affiliate elects to terminate either the Other Lease or Tenant's
possession under the Other Lease, then in addition to all other remedies
available to Landlord under the Lease, (i) this Fifth Amendment will be deemed
null and void; (ii) the original Termination Date of the Lease will remain
unchanged; (iii) the Monthly Base Rent Reductions will be deemed rescinded; and
(iv) the aggregate of the Monthly Base Rent Reductions previously taken by
Tenant will be immediately due and payable from Tenant to Landlord. If an Event
of Default by Tenant occurs under the Lease, then in addition to all other
remedies available to Landlord under the Lease, the Monthly Base Rent Reductions
will be deemed rescinded and the aggregate of the Monthly Base Rent Reductions
previously taken by Tenant will be immediately due from Tenant to Landlord. If
an Event of Default by Tenant occurs under the Other Lease after the Initial
Termination Date, and provided Tenant has deposited with Landlord the security
deposit required under the Other Lease, Landlord's only remedies for such an
Event of Default shall be those provided under the Other Lease.

         15.      Miscellaneous.

                  (a) Time for Performance. If any date set forth in this Fifth
         Amendment for the performance of any obligations by Landlord or Tenant
         or for the delivery of any instrument or notice as herein provided
         should be on a Saturday, Sunday or legal holiday, the compliance with
         such obligations or delivery shall be deemed acceptable on the next
         business day following such Saturday, Sunday or legal holiday. As used
         in this Fifth Amendment, the term "legal holiday" means any state or
         federal holiday for which financial institutions or post offices are
         generally closed in the State of Illinois for observance.

                  (b) Construction of Fifth Amendment. This Fifth Amendment
         shall not be construed more strictly against one party than against the
         other merely by virtue of the fact that it may have been prepared by
         counsel for one of the parties, it being recognized that both Landlord
         and Tenant have contributed substantially and materially to the
         preparation of this Fifth Amendment. The headings of various paragraphs
         in this Fifth Amendment are for convenience only and are not to be
         utilized in construing the content or meaning of the substantive
         provisions of this Fifth Amendment.

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<PAGE>

                  (c) Severability. The provisions of this Fifth Amendment shall
         be deemed independent and severable, and the invalidity or partial
         invalidity or enforceability of any one provision shall not affect the
         validity or enforceability of any other provision of this Fifth
         Amendment.

                  (d) Ratification of Lease. Except to the extent expressly
         bifurcated, modified, amended and supplemented in this Fifth Amendment,
         the Lease remains in full force and effect and is ratified and
         confirmed in every respect.

         16. Successors and Assigns. This Fifth Amendment shall be binding upon
and inure to the benefit of Landlord, Tenant and their respective trustees,
beneficiaries, successors and assigns.

         17. Governing Law. This Fifth Amendment shall be governed by and
construed under the laws of the State of Illinois.

         18. Entire Agreement. The Lease, as amended by this Fifth Amendment,
constitutes the entire understanding between the parties, and no alteration,
modification or amendment of the Lease or this Fifth Amendment shall be valid
unless made in writing and executed by all of the parties to the Lease.

         19. Defined Terms; Conflict or Inconsistency. In the event of any
conflict or inconsistency between the terms and provisions of this Fifth
Amendment and the terms and provisions of the Lease, the terms and provisions of
this Fifth Amendment shall control in all events.

         LANDLORD:                                   TENANT:
         --------                                    ------

         360 NORTH MICHIGAN PROPERTIES,              COOLSAVINGS, INC.,
         LLC, a Delaware limited liability company   a Delaware corporation


         By:/s/ Joe Chetrit                          By: /s/ Matthew Moog
            ---------------                              ----------------------
         Its:_____________________________           Its: CEO
                                                          ---------------------


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<PAGE>

                                    EXHIBIT A

                                    SUBLEASES

<TABLE>
<CAPTION>

                  Sublease                                 Premises                             Sublease
                  --------                                 --------                         Security Deposit
                                                                                            ----------------
<S>                                                   <C>                                    <C>
               Relevant - C;                        2,130 rsf on 20th floor                  $10,117.50 LOC
           Sublease dated 4/15/03                                                      (3 months gross Base Rent)


           Amstadter Architects;                    2,500 rsf on 20th floor                  $7,083.33 cash
           Sublease dated 8/29/03                                                      (2 months gross Base Rent)


       Robertz & Kobold Incorporated;               2,367 rsf on 20th floor                  $2,958.75 cash
           Sublease dated 9/10/03                                                         (1 month Base Rent)


              Alacritude, LLC;                      2,172 rsf on 13th floor                  $11,765.00 LOC
           Sublease dated 9/8/03                                                       (5 months gross Base Rent)


Robotic Systems Integration, Inc.; Sublease         2,145 rsf on 16th floor                  $7,507.50 cash
               dated 11/19/04                                                          (3 months gross Base Rent)


              Athan P. Sotos;                        974 rsf on 11th floor                   $1,600.00 cash
           Sublease dated 3/11/04                                                      (2 months gross Base Rent)
</TABLE>