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                                                                    Exhibit 10.1


NEITHER THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE NOR THE SHARES OF
COMMON STOCK REFERENCED HEREIN HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS,
AND NEITHER THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE NOR THE SHARES
OF COMMON STOCK REFERENCED HEREIN MAY BE PLEDGED, HYPOTHECATED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.


                             coolsavings.com inc.

              8% Senior Subordinated Convertible Promissory Note
               --------------------------------------------------

$0,000,000.00                                                  Chicago, Illinois
Due Date: March 1, 2006                                     Dated: March 1, 2001


     FOR VALUE RECEIVED, coolsavings.com inc., a Michigan corporation
("Borrower"), promises to pay to the order of _______________ ("Holder"), at
416 Shooting Star, Avon, Colorado, 81620, or at such other place as Holder may
designate in writing, the principal sum of ___________________ ($0,000,000.00),
plus interest as hereinafter provided, all in lawful money of the United States
of America, in accordance with the terms hereof.

     The unpaid principal balance of this senior subordinated convertible
promissory note ("Note") shall bear interest, computed upon the basis of a year
of 360 days for the actual number of days elapsed in a month, at a rate of eight
percent (8%) per annum (the "Effective Rate").

     Accrued and unpaid interest on the principal balance of this Note shall be
due and payable commencing on June 30, 2001 and on each September 30, December
31, March 31 and June 30 thereafter of each year during the term of this Note
until all principal and interest under this Note is fully paid. On March 1, 2006
(the "Due Date"), the entire unpaid principal balance of this Note, together
with all accrued and unpaid interest, shall be due and payable in full. For
periods prior to April 1, 2003, interest may, at the option of the Borrower, be
paid in either cash or by delivery of additional 8% Senior Subordinated
Convertible Promissory Notes in the aggregate principal amount equal to the
amount of the accrued but unpaid interest ("Additional Notes") (or any
combination of cash and Additional Notes). On and after March 31, 2003, interest
must be paid in cash only. Interest shall cease to accrue on the day prior to
the date on which the Note is converted as provided herein.

     This Note may not be prepaid, in whole or in part, without the consent of
Holder. All payments received hereunder shall, at the option of Holder, first be
applied against accrued and unpaid interest and the balance against principal.
Borrower expressly assumes all risks of loss or delay in the delivery of any
payments made by mail, and no course of conduct or dealing shall affect
Borrower's assumption of these risks.

     This Note is one of a series of 8% Senior Subordinated Convertible
Promissory Notes made by Borrower in the aggregate original principal amount of
up to Three Million Five Hundred Thousand Dollars ($3,500,000.00) and designated
coolsavings.com inc. 8% Senior Subordinated Convertible Promissory Notes (the
"Notes"). All of the Notes, including this Note, shall have equal priority with
respect to payment. All partial payments shall be made pari passu to the holders
of all of the Notes, including Holder.

     At the option of the Holder at any time prior to the Due Date, the
outstanding indebtedness of this Note (including all accrued and unpaid
interest) shall be convertible into shares of the Borrower's common stock at the
Conversion Rate (as defined below), and this Note shall be cancelled and
surrendered to Borrower. As used in this Note, "Conversion Rate" means that for
every dollar ($1.00) of the principal amount of this Note and of accrued but
unpaid interest on this Note through the day prior to the date on which the Note
is converted the Holder shall receive one (1) share of the Borrower's common
stock, no par value.

     The Holder shall effect conversions under this Note by delivering to the
Borrower by facsimile a completed conversion notice in the form attached as
Exhibit A (a "Holder Conversion Notice").  Each
---------     ------------------------
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Holder Conversion Notice shall specify the date on which such conversion is to
be effected, which date may not be prior to the date such Holder Conversion
Notice is deemed to have been delivered hereunder (a "Holder Conversion Date").
                                                      ----------------------
If no Holder Conversion Date is specified in a Holder Conversion Notice, the
Holder Conversion Date shall be the date that such Holder Conversion Notice is
deemed delivered to the Borrower. Each Holder Conversion Notice, once given,
shall be irrevocable.

  Upon the consolidation, merger, recapitalization, reorganization or
reclassification of securities of Borrower with or into another entity (other
than a merger in which Borrower is the continuing company) (each, a "Sale
Transaction"), prior to March 1, 2003, the outstanding indebtedness of this Note
(including all accrued and unpaid interest) shall be deemed due, at the option
of the Holder, as of the date of the closing of the Sale Transaction (the
"Accelerated Due Date").  In the event the Holder opts for an Accelerated Due
Date, the Borrower shall cause the acceleration of the Due Date to be a
condition to the Company closing the Sale Transaction; provided, however, that
                                                       -----------------
the Holders owning Notes with an aggregate principal amount in excess of 50% of
the aggregate principal amount of all Notes outstanding may waive this
condition.

  The Conversion Rate in effect at any time shall be subject to adjustment as
follows:

          (i)  If the Borrower, at any time while any Notes are outstanding, (a)
     shall pay a stock dividend or otherwise make a distribution or
     distributions on shares of its Common Stock or any other equity or equity
     equivalent securities payable in shares of Common Stock (except scheduled
     dividends paid on preferred stock which contain a stated dividend rate and
     except for the issuanace of Additional Notes), (b) subdivide outstanding
     shares of Common Stock into a larger number of shares, or (c) combine
     (including by way of reverse stock split) outstanding shares of Common
     Stock into a smaller number of shares, then the Conversion Rate shall be
     adjusted to an amount equal to the Conversion Rate multiplied by a fraction
     of which the numerator shall be the number of shares of Common Stock
     (excluding treasury shares, if any) outstanding before such event and of
     which the denominator shall be the number of shares of Common Stock
     outstanding after such event. Any adjustment made pursuant to this Section
     shall become effective immediately after the record date for the
     determination of stockholders entitled to receive such dividend or
     distribution and shall become effective immediately after the effective
     date in the case of a subdivision, combination or re-classification.


          (ii) If the Borrower or any subsidiary thereof, as applicable with
     respect to Common Stock Equivalents (as defined below), at any time while
     Notes are outstanding shall issue shares of Common Stock or rights,
     warrants, options or other securities or debt that are convertible into or
     exchangeable or exercisable for shares of Common Stock ("Common Stock
     Equivalents"), entitling any person to acquire shares of Common Stock at a
     price per share less than the Conversion Rate (if the holder of the Common
     Stock or Common Stock Equivalent so issued shall at any time, whether by
     operation of purchase price adjustments, reset provisions, floating
     conversion, exercise or exchange prices or otherwise, or due to warrants,
     options or rights issued in connection with such issuance, be entitled to
     receive shares of Common Stock at a price less than the Conversion Rate,
     such issuance shall be deemed to have occurred for less than the Conversion
     Rate), then, the Conversion Rate shall be adjusted to an amount equal to
     the Conversion Rate multiplied by a fraction, the numerator of which shall
     be the number of shares of Common Stock outstanding immediately prior to
     the issuance of such shares of Common Stock or such Common Stock
     Equivalents plus the number of shares of Common Stock which the offering
     price for such shares of Common Stock or Common Stock Equivalents would
     purchase at the Conversion Rate, and the denominator of which shall be the
     sum of the number of shares of Common Stock outstanding immediately prior
     to such issuance plus the number of shares of Common Stock so issued or
     issuable, provided, that for purposes hereof, all shares of Common
               --------
     Stock that are issuable upon conversion, exercise or exchange of Common
     Stock Equivalents shall be deemed outstanding immediately after the
     issuance of such Common Stock Equivalents. Such adjustment shall be made
     whenever such shares of Common Stock or Common Stock Equivalents are
     issued. However, upon the expiration of any Common Stock Equivalents the
     issuance of which resulted in an adjustment in the Conversion Rate pursuant
     to this Section, if any such Common Stock Equivalents shall expire and
     shall not have been exercised, the Conversion Rate shall immediately upon
     such expiration be
                                      -2-
<PAGE>

     recomputed and effective immediately upon such expiration be increased to
     the price which it would have been (but reflecting any other adjustments in
     the Conversion Rate made pursuant to the provisions of this Section after
     the issuance of such Common Stock Equivalents) had the adjustment of the
     Conversion Rate made upon the issuance of such Common Stock Equivalents
     been made on the basis of offering for subscription or purchase only that
     number of shares of Common Stock actually purchased upon the exercise of
     such Common Stock Equivalents actually exercised. The foregoing shall not
     apply to any (i) issuances of securities as consideration in a merger,
     consolidation or acquisition of assets, or in connection with any strategic
     partnership or joint venture (the primary purpose of which is not to raise
     equity capital), or as consideration for the acquisition of a business,
     product or license by the Borrower, (ii) the issuance of securities upon
     the exercise or conversion of the Borrower's options, warrants or other
     convertible securities outstanding as of the date hereof, or (iii) the
     grant of options or warrants, or the issuance of additional securities,
     under any duly authorized Borrower stock option, restricted stock plan or
     stock purchase plan for the benefit of the Borrower's employees.

          (iii)  If the Borrower, at any time while Notes are outstanding, shall
     distribute to all holders of Common Stock (and not to Holders) evidences of
     its indebtedness or assets or rights or warrants to subscribe for or
     purchase any security, then in each such case the Conversion Rate at which
     Notes shall thereafter be convertible shall be determined by multiplying
     the Conversion Rate in effect immediately prior to the record date fixed
     for determination of stockholders entitled to receive such distribution by
     a fraction of which the denominator shall be the Conversion Rate then in
     effect, and of which the numerator shall be the Conversion Rate then in
     effect less the then fair market value at the record date for the
     distribution of the portion of such assets or evidence of indebtedness so
     distributed applicable to one outstanding share of the Common Stock as
     determined by the Board of Directors in good faith. Such adjustment shall
     be made whenever any such distribution is made and shall become effective
     immediately after the record date mentioned above.

          (iv)   In case of any reclassification of the Common Stock or any
     compulsory share exchange pursuant to which the Common Stock is converted
     into other securities, cash or property, the then outstanding principal
     amount of this Note, together with all accrued but unpaid interest and any
     other amounts then owing hereunder in respect of this Note, shall be
     converted into the shares of stock and other securities, cash and property
     receivable upon or deemed to be held by holders of the Common Stock
     following such reclassification or share exchange, and the Holders of the
     Notes shall be entitled upon such event to receive such amount of
     securities, cash or property as the shares of the Common Stock of the
     Borrower into which the then outstanding principal amount of this Note,
     together with all accrued but unpaid interest and any other amounts then
     owing hereunder in respect of this Note could have been converted
     immediately prior to such reclassification or share exchange would have
     been entitled. This provision shall similarly apply to successive
     reclassifications or share exchanges.

          (v)    In case of any merger or consolidation of the Borrower with or
     into another person a Holder shall have the right to (A) convert its
     aggregate principal amount of Notes then outstanding into the shares of
     stock and other securities, cash and property receivable upon or deemed to
     be held by holders of Common Stock following such merger or consolidation,
     and such Holder shall be entitled upon such event or series of related
     events to receive such amount of securities, cash and property as the
     shares of Common Stock into which such aggregate principal amount of
     Debentures could have been converted immediately prior to such merger or
     consolidation would have been entitled, or (B) at the closing thereof, (x)
     require the surviving entity to issue shares of convertible preferred stock
     or convertible debentures with such aggregate stated value or in such face
     amount, as the case may be, equal to the aggregate principal amount of
     Notes then held by such Holder, plus all accrued and unpaid interest and
     other amounts owing thereon, which newly issued shares of preferred stock
     or debentures shall have terms identical (including with respect to
     conversion) to the terms of this Note (except, in the case of preferred
     stock, as may be required to reflect the differences between equity and
     debt) and shall be entitled to all of the rights and privileges of a Holder
     of Notes set forth herein and the agreements pursuant to which the Notes
     were issued

                                      -3-
<PAGE>

     (including, without limitation, as such rights relate to the acquisition,
     transferability, registration and listing of such shares of stock other
     securities issuable upon conversion thereof), and (y) simultaneously with
     the issuance of such convertible preferred stock or convertible debentures,
     shall have the right to convert such instrument only into shares of stock
     and other securities, cash and property receivable upon or deemed to be
     held by holders of Common Stock following such merger or consolidation. In
     the case of clause (B), the conversion price applicable for the newly
     issued shares of convertible preferred stock or convertible debentures
     shall be based upon the amount of securities, cash and property that each
     share of Common Stock would receive in such transaction and the Conversion
     Rate in effect immediately prior to the effectiveness or closing date for
     such transaction. The terms of any such merger or consolidation shall
     include such terms so as to continue to give the Holders the right to
     receive the securities, cash and property set forth in this Section upon
     any conversion following such event. This provision shall similarly apply
     to successive such events.

          (vi)   All calculations under this Section shall be made to the
     nearest cent or the nearest 1/100th of a share, as the case may be. No
     adjustments in the conversion Rate shall be required if such adjustment is
     less than $0.01, provided, however, that any adjustments which by reason of
                      --------
     this Section are not required to be made shall be carried forward and taken
     into account in any subsequent adjustment.

          (vii)  Whenever the Conversion Rate is adjusted pursuant hereto, the
     Borrower shall promptly mail to each Holder a notice setting forth the
     Conversion Rate after such adjustment and setting forth a brief statement
     of the facts requiring such adjustment.

          (viii) If (A) the Borrower shall declare a dividend (or any other
     distribution) on the Common Stock; (B) the Borrower shall declare a special
     nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
     Borrower shall authorize the granting to all holders of the Common Stock
     rights or warrants to subscribe for or purchase any shares of capital stock
     of any class or of any rights; (D) the approval of any stockholders of the
     Borrower shall be required in connection with any reclassification of the
     Common Stock, any consolidation or merger to which the Borrower is a party,
     any sale or transfer of all or substantially all of the assets of the
     Borrower, of any compulsory share exchange whereby the Common Stock is
     converted into other securities, cash or property; (E) the Borrower shall
     authorize the voluntary or involuntary dissolution, liquidation or winding
     up of the affairs of the Borrower; then, in each case, the Borrower shall
     cause to be filed at each office or agency maintained for the purpose of
     conversion of the Notes, and shall cause to be mailed to the Holders at
     their last addresses as they shall appear upon the stock books of the
     Borrower, at least twenty calendar days prior to the applicable record or
     effective date hereinafter specified, a notice stating (x) the date on
     which a record is to be taken for the purpose of such dividend,
     distribution, redemption, rights or warrants, or if a record is not to be
     taken, the date as of which the holders of the Common Stock of record to be
     entitled to such dividend, distributions, redemption, rights or warrants
     are to be determined or (y) the date on which such reclassification,
     consolidation, merger, sale, transfer or share exchange is expected to
     become effective or close, and the date as of which it is expected that
     holders of the Common Stock of record shall be entitled to exchange their
     shares of the Common Stock for securities, cash or other property
     deliverable upon such reclassification, consolidation, merger, sale,
     transfer or share exchange, provided, that the failure to mail such notice
                                 --------
     or any defect therein or in the mailing thereof shall not affect the
     validity of the corporate action required to be specified in such notice.
     Holders are entitled to convert Notes during the twenty-day period
     commencing the date of such notice to the effective date of the event
     triggering such notice.

     Upon the occurrence and during the continuance of any of the following
events (each an "Event of Default"), Holder, at its option, and without notice
to Borrower, may declare the entire unpaid principal balance of this Note and
all accrued interest to be immediately due and payable: (a) Borrower's failure
to pay the principal of this Note when due hereunder, whether at maturity or
otherwise; (b) Borrower's failure to pay any installment of interest when due
hereunder and such failure shall continue and shall not be cured

                                      -4-
<PAGE>

for a period of ten (10) calendar days after the due date of such payment; (c)
Borrower's material breach of or material failure to perform or observe any
covenant, condition or agreement contained in this Note which shall continue
unremedied for a period of thirty (30) calendar days after receipt by the
Borrower of written notice specifying the nature of the default; (d) any
cessation of Borrower's business or the termination of Borrower's existence by
sale, dissolution, merger or otherwise; (e) Borrower's failure generally to pay
debts as they mature, or the appointment of a receiver or custodian over a
material portion of Borrower's assets, which receiver or custodian is not
discharged within sixty (60) days of such appointment; (f) any voluntary or
involuntary bankruptcy or insolvency proceedings are commenced by or against
Borrower, which proceedings are not set aside within sixty (60) days from the
date of institution thereof; or (g) any writ of attachment, garnishment,
execution, tax lien, or similar writ is issued against any property of Borrower;
provided, that in the case of any event or condition described in subparagraph
(e) or (f) of this paragraph, the entire unpaid principal balance of this Note
and all accrued interest thereon shall automatically become immediately due and
payable without notice, presentment, demand, protest or other formality, all of
which are hereby expressly waived by the Borrower.

  Upon the occurrence and during the continuance of an Event of Default, the
outstanding principal amount hereof shall bear interest at a rate which is two
percent (2.0%) per annum greater than the Effective Rate otherwise applicable.

  Acceptance by Holder of any payment in an amount less than the amount then due
shall be deemed an acceptance on account only, and Borrower's failure to pay the
entire amount then due shall be and continue to be a default.  Upon the
occurrence of any default, neither the failure of Holder promptly to exercise
his, her or its right to declare the outstanding principal and accrued unpaid
interest hereunder to be immediately due and payable, nor the failure of Holder
to demand strict performance of any other obligation of Borrower or any other
person who may be liable hereunder, shall constitute a waiver of any such
rights, nor a waiver of such rights in connection with any future default on the
part of Borrower or any other person who may be liable hereunder.

  Borrower and all endorsees, sureties and guarantors hereof hereby jointly and
severally waive presentment for payment, demand, notice of non-payment, notice
of protest or protest of this Note, and Holder diligence in collection or
bringing suit, and do hereby consent to any and all extensions of time,
renewals, waivers or modifications as may be granted by Holder with respect to
payment or any other provisions of this Note. The liability of Borrower under
this Note shall be absolute and unconditional, without regard to the liability
of any other party.

  Notwithstanding anything herein to the contrary, in no event shall Borrower be
required to pay a rate of interest in excess of the Maximum Rate. The term
"Maximum Rate" shall mean the maximum non-usurious rate of interest that Holder
is allowed to contract for, charge, take, reserve or receive under the
applicable laws of any applicable state or of the United States of America
(whichever from time to time permits the highest rate for the use, forbearance
or detention of money) after taking into account, to the extent required by
applicable law, any and all relevant payments or charges hereunder, or under any
other document or instrument executed and delivered in connection therewith and
the indebtedness evidenced hereby.

  In the event Holder ever receives, as interest, any amount in excess of the
Maximum Rate, such amount as would be excessive interest shall be deemed a
partial prepayment of principal, and, if the principal hereof is paid in full,
any remaining excess shall be returned to Borrower. In determining whether or
not the interest paid or payable, under any specified contingency, exceeds the
Maximum Rate, Borrower and Holder shall, to the maximum extent permitted by law,
(a) characterize any non-principal payment as an expense, fee, or premium rather
than as interest; (b) exclude voluntary prepayments and the effects thereof; and
(c) amortize, prorate, allocate and spread the total amount of interest through
the entire contemplated term of such indebtedness until payment in full of the
principal (including the period of any extension or renewal thereof) so that the
interest on account of such indebtedness shall not exceed the Maximum Rate.

  Borrower's obligations under this Note shall be subordinate, in all respects,
to its obligations under its past, present and future Institutional Indebtedness
(as defined below), but senior, in all respects, to any

                                      -5-
<PAGE>

other indebtedness of the Borrower. By accepting this Note, Holder agrees that
Holder will execute such documentation as Borrower requests in order to further
evidence such subordination. If Holder fails to execute any such documentation
when requested by Borrower, Holder, by acceptance of this Note, hereby
constitutes any person designated by Borrower as Holder's true and lawful
attorney in fact to execute any such documentation in Holder's name, place and
stead, with the same effect as if Holder had done so personally. Such power of
attorney shall be coupled with an interest and shall be irrevocable. As used in
this Note, the term "Institutional Indebtedness" means the indebtedness of
Borrower to any bank (as defined in Section 3(a)(2) of the Securities Act of
1933, as amended (the "Securities Act")), savings and loan association or other
institution (as defined in Section 3(a)(5)(A) of the Securities Act), or
insurance company (as defined in Section 2(13) of the Securities Act).

  This Note shall be binding on Borrower and its successors and assigns. Holder
may not, without Borrower's consent, which may be granted or withheld in
Borrower's sole discretion, and which may be subject to such conditions as
Borrower deems appropriate in its sole discretion, assign this Note or Holder's
benefits of this Note to anyone. This Note has been executed in the State of
Illinois, and all rights and obligations hereunder shall be governed by the laws
of the State of Illinois.


                              BORROWER:

                              coolsavings.com inc., a Michigan corporation

                              By:____________________________________________
                                      Steven M. Golden, Chief Executive Officer

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<PAGE>

                                   EXHIBIT A

                           HOLDER CONVERSION NOTICE

(To be Executed by the Registered Holder
in order to Convert the Note)

The undersigned hereby elects to convert the attached Note into shares of the
Common Stock (the "Common Stock") of coolsavings.com, inc. (the "Borrower")
according to the conditions hereof, as of the date written below. If shares are
to be issued in the name of a person other than undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Borrower
in accordance therewith. No fee will be charged to the holder for any
conversion, except for such transfer taxes, if any.

The undersigned hereby covenants and agrees that the undersigned (i) will not
sell or otherwise dispose of the shares of Common Stock to be delivered pursuant
to this Conversion Notice (the "Shares") except pursuant to an effective
registration statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"), (ii) will sell the Shares only in accordance
with the Plan of Distribution set forth in the prospectus forming a part of the
Registration Statement (the ("Prospectus"), (iii) will comply with the
requirements of the Act when selling or otherwise disposing of the Shares,
including, but not limited to, the prospectus delivery requirements of the Act,
(iv) will not sell or otherwise dispose of, and will return immediately to the
Borrower for the purpose of placing a restrictive legend thereon, the Shares
(and any certificates representing the Shares, if applicable) upon notice from
the Borrower that the Prospectus may not be used for the sale of the Shares, and
(v) will indemnify and hold harmless the Borrower, its directors, officers,
agents and employees, each person who controls the Borrower (within the meaning
of Section 15 of the Act and Section 20 of the Securities Exchange Act of 1934,
as amended), and the directors, officers, agents or employees of such
controlling persons, to the fullest extent permitted by applicable law, from and
against all losses, damages, costs, claims and expenses arising out of or based
upon any breach by the undersigned of any of the covenants contained herein.

Conversion calculations: _____________________________________________
                         Date to Effect Conversion

                         _____________________________________________
                         Principal Amount of Notes to be Converted

                         _____________________________________________
                         Number of shares of Common Stock to be Issued

                         _____________________________________________
                         Applicable Conversion Rate

                         _____________________________________________
                         Signature

                         _____________________________________________
                         Name

                         _____________________________________________
                         Address

                                      -7-