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                                                                    EXHIBIT 10.5

                            LEASE AMENDING AGREEMENT

THIS AGREEMENT is dated the 27th day of SEPTEMBER, 2002

BETWEEN:

                                 YCC LIMITED AND
                         LONDON LIFE INSURANCE COMPANY
                                (the "Landlord")

                                                               OF THE FIRST PART

                                    - and -

                      LOYALTY MANAGEMENT GROUP CANADA INC.
                                 (the "Tenant")

                                                              OF THE SECOND PART

WHEREAS:

A. By a lease dated the 28th day of MAY, 1997, (the "LEASE"), the Landlord
leased to the Tenant for and during a term of TEN (10) years commencing on the
1st DAY OF SEPTEMBER, 1997 and expiring on the 31st DAY OF AUGUST, 2007 certain
premises, (the "PREMISES"), comprising a Rentable Area of approximately
SEVENTY-THREE THOUSAND FIVE HUNDRED AND THIRTY-FOUR (73,534) square feet
located on the 2nd AND 3rd floors shown outlined in red on the plan attached to
the lease as Schedules "B-1" AND "B-2", located at 4110 YONGE STREET, (the
"Building"), in the City of TORONTO, in the Province of ONTARIO.

B. By an agreement dated the 19th day of June, 1997 (the "First Amending
Agreement"), made between the Landlord and the Tenant, the Lease was amended so
that the term of the Lease (the "Term") would commence on the 17th day of
September, 1997 and expire on the 16th day of September, 2007, and to further
amend the lease in accordance with terms and conditions more particularly set
out therein.

C. By an agreement dated the 15th day of January, 1998 (the "Second Lease
Amending Agreement"), the Landlord leased to the Tenant additional premises on
the 4th floor of the Building comprising: (i) a Rentable Area of approximately
18,000 square feet (the "First Additional Premises"); and (ii) a Rentable Area
of approximately 19,147 square feet (the "Special Refusal Space"), and to
further amend the Lease in accordance with terms and conditions more
particularly set out therein.

D. By an agreement dated the 14th day of April, 2000, the tenant exercised its
right of first refusal pursuant to Section 12.07 of the Lease and the Landlord
leased to the tenant additional premises comprising a Rentable Area of
approximately 15,168 square feet on the 5th floor of the Building (the "Second
Additional Premises") and to further amend the Lease in accordance with terms
and conditions more particularly set out therein.

E. By an agreement dated the 17th day of January, 2001, the Landlord and the
Tenant agreed to add Eleven Thousand Two Hundred and Ninety-Two (11,292) square
feet to the Premises on the 5th floor for a period from and including February
1, 2001 to and including September 16, 2007 and to further amend the Lease in
accordance with the terms and conditions set out therein.

F. By a lease amending agreement dated June 12, 2002, the Landlord and Tenant
agreed to add Schedule "F" to the Lease in order to accommodate the Tenant's
diesel generator, upon terms and conditions more particularly set out therein.

G. The Landlord and the Tenant have agreed to amend the Lease in accordance with
the terms and conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of Two
Dollars ($2.00) now paid by each of the Parties to the other (the receipt and
sufficiency whereof is hereby acknowledged), and other mutual covenants and
agreements, the Parties do hereby agree as follows:

1. The Parties hereby acknowledge, confirm and agree that the foregoing recitals
are true in substance and in fact.

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2. The Lease is amended as of the 1st day of January, 2002, (the "Effective
Date"), as follows:

      a)    Section 1.01 of the Lease (Grant and Premises) (as amended by the
            Lease Amending Agreement dated January 17, 2001) is further amended
            by deleting the words and figures "Eleven Thousand Two Hundred and
            Ninety-Two (11,292) square feet" and inserting in their place the
            words and figures "Eleven Thousand, One Hundred and Fifty-Two
            (11,152) square feet".

      b)    Section 1.01 of the Lease (Grant and Premises) (as amended by the
            Lease Amending Agreement dated April 14, 2000) is further amended by
            deleting from subparagraph (d) of Clause 2 the words and figures
            "fifteen thousand, one hundred and sixty-eight (15,168)" and
            inserting in their place the words and figures "Fifteen Thousand,
            Seven Hundred and Fifty-Two (15,752)".

      c)    Section 1.01 of the Lease (Grant and Premises) is amended by
            deleting the second paragraph and inserting in its place the
            following:

            "From and after August 1, 1998, the Landlord shall lease to the
            Tenant: (i) additional office space ("First Additional Premises")
            containing approximately 18,000 square feet of Rentable Area on the
            4th floor of the Building as shown outlined in red on the floor plan
            attached hereto as Schedule "B-3"; and (ii) the Special Refusal
            Premises (as defined in Section 12.07) comprising a Rentable Area of
            approximately Nineteen Thousand, Four Hundred and Seventeen (19,417)
            square feet for the balance of the Term such that the Term in
            respect of the First Additional Premises and Special Refusal
            Premises shall be co-terminus with the Term and the Premises shall
            from and after such date be deemed to include the First Additional
            Premises and the Special Refusal Premises."

      d)    Section 2.02 (Net Rent) of the Lease (as amended by the Lease
            Amending Agreement dated January 17, 2001) is further amended by:

            (i)   in subparagraph (i):

                  (A)   deleting in the second line the words and figures "31st
                        day of January, 2002" and inserting in their place the
                        words and figures "31st day of December 2001"; and

                  (B)   adding to subparagraph (i) the following:

                        "for the period from and including January 1, 2002 to
                        and including January 31, 2002, the sum of Two Hundred,
                        Fifty-Six Thousand, Four Hundred Ninety-Six Dollars and
                        Four Cents ($256,496.04) per annum payable in equal
                        monthly instalments of Twenty-One Thousand, Three
                        Hundred Seventy-Four Dollars and Sixty-Seven Cents
                        ($21,374.67), based on an annual rate of Twenty-Three
                        Dollars ($23.00) per square foot of the Rentable Area of
                        the Third Additional Premises.

            (ii)  deleting in subparagraph (ii) the words and figures "Two
                  Hundred Ninety Thousand, Seven Hundred and Sixty-Nine Dollars
                  ($290,769.00)" and "Twenty-Four Thousand, Two Hundred Thirty
                  Dollars and Seventy-Five Cents ($24,230.75)" and inserting in
                  their place the words and figure "Two Hundred Eighty-Seven
                  Thousand, One Hundred and Sixty-Four Dollars ($287,164.00)"
                  and "Twenty-Three Thousand, Nine Hundred Thirty Dollars and
                  Thirty-Three Cents ($23,930.33)" respectively;

            (iii) deleting in subparagraph (iii) the words and figures "Three
                  Hundred Two Thousand Sixty-One Dollars ($302,061.00) and
                  "Twenty-Five Thousand, One Hundred Seventy-One Dollars and
                  Seventy-Five Cents ($25,171.75)" and inserting in their place
                  the words and figure's "Two Hundred Ninety-Eight Thousand;
                  Three Hundred and Sixteen Dollars ($298,316.00)" and
                  "Twenty-Four Thousand, Eight Hundred Fifty-Nine Dollars and
                  Sixty-Seven Cents ($24,859.67)" respectively; and

            (iv)  deleting in subparagraph (iv) the words and figures "Three
                  Hundred Four Thousand, Eight Hundred and Eighty-Four Dollars
                  ($304,884.00)" and "Twenty-Five Thousand, Four Hundred and
                  Seven Dollars ("25,407.00)" and inserting in their place the
                  words and figures "Three Hundred One Thousand, One Hundred and
                  Four Dollars ($301,104.00)" and "Twenty-Five Thousand,
                  Ninety-Two Dollars ($25,092.00) respectively.

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      (e)   Section 2.02 (Net Rent) of the Lease (as amended by Paragraph
            3(a)(ii) of the Lease Amending Agreement dated April 14, 2000) is
            further amended by:

            (i)   deleting in the second line the words and figures "September
                  16, 2007" and inserting in their place the words and figures
                  "December 31, 2001";

            (ii)  adding subparagraph (iii) as follows:

                  "(iii) during the period from and including January 1, 2002 to
                  and including September 16, 2007, the sum of Four Hundred
                  Eight Thousand, Seven Hundred Sixty-Four Dollars and Forty
                  Cents ($408,764.40) per annum payable in equal consecutive
                  monthly instalments of Thirty-Four Thousand, Sixty-Three
                  Dollars and Seventy Cents ($34,063.70) based on an Annual Rate
                  of Twenty Five Dollars and Ninety-Five Cents ($25.95)".

      (f)   Section 2.02 (Net Rent) of the Lease (as amended by the Lease
            Amending Agreement dated January 15, 1998 is further amended by
            adding thereto the following:

            "Commencing August 1,1998 and for the balance of the Term, the
            Tenant shall pay with respect to the First Additional Premises and
            the Special Refusal Space, Net Rent at the same rates per square
            foot as set out with respect to the initial Premises described in
            the first paragraph of Section 1.01 of this Lease."

3. The Parties confirm that in all other respects, the terms, covenants and
conditions of the Lease remain unchanged and in full force and effect, except as
modified by this Agreement. It is understood and agreed that all terms and
expressions when used in this agreement, unless a contrary intention is
expressed herein, have the same meaning as they have in the Lease.

4. This Agreement shall enure to the benefit of and be binding upon the Parties
hereto, the successors and assigns of the Landlord and the permitted successors
and permitted assigns of the Tenant.

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

                                   YCC LIMITED
                                   ---------------------------------------
                                                                (Landlord)

                                   Per: /s/ Michelle Carrie
                                        ----------------------------------
                                                      Authorized Signature

                                   Per: [ILLEGIBLE]
                                        ----------------------------------
                                                      Authorized Signature

                                   I/We have authority to bind the corporation.

                                   LONDON LIFE INSURANCE COMPANY
                                   ---------------------------------------
                                                                (Landlord)

                                   Per:  /s/ Steven Marino   ASSET MANAGER
                                         ---------------------------------
                                                      Authorized Signature

                                   Per: /s/ Paul Collison    ASSET MANAGER
                                        ----------------------------------
                                                      Authorized Signature

                                   I/We have authority to bind the corporation.

                                   LOYALTY MANAGEMENT GROUP CANADA INC.
                                   ---------------------------------------
                                                                  (Tenant)

         ELIZABETH MORGAN          Per: /s/ Elizabeth Morgan
         VICE PRESIDENT, FINANCE        ----------------------------------
                                                      Authorized Signature

         GORD MACDONALD            Per: /s/ Gord Macdonald
         VICE PRESIDENT                 ----------------------------------
         HUMAN RESOURCES                              Authorized Signature

                                   I/We have authority to bind the corporation.

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