EXHIBIT 10.29
-------------


                             FIRST AMENDMENT TO
                            EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), dated as
of July 29, 2004, is made by and between COOLSAVINGS, INC., a Delaware
corporation (the "Company"), and MATTHEW MOOG ("Moog").


                                  RECITALS:
                                  --------

      A.    The Company's predecessor, coolsavings.com inc., and Moog
entered into an Employment Agreement (the "Employment Agreement") dated as
of July 30, 2001 (the "Effective Date").

      B.    The Company and Moog desire to amend the Employment Agreement
on the terms set forth herein to, among other things, extend the term of
Moog's employment and adjust the base salary paid to Moog.

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company
and Moog hereby agree as follows:

      1.    All references in the Employment Agreement to "coolsavings.com
inc., a Michigan corporation" shall be deemed to mean "CoolSavings, Inc., a
Delaware corporation".

      2.    All references in the Employment Agreement to "Articles of
Incorporation" and "Articles" shall be deemed to mean "Certificate of
Incorporation" and "Charter", respectively.

      3.    Section 2 of the Employment Agreement is hereby AMENDED and
RESTATED in its entirety as follows:

            "2.   TERM AND LOCATION OF EMPLOYMENT.

            Subject to the provisions for termination provided below,
            (i) the initial term of Moog's employment under this Agreement
            shall commence on the Effective Date and shall continue until
            July 29, 2006; and (ii) on each anniversary of the Effective
            Date, the term of Moog's employment under this Agreement shall
            be automatically extended by one (1) additional year (so that
            upon extension the term of employment shall be a period of
            three (3) years from the most recent anniversary), unless at
            least forty-five (45) days prior to any such anniversary Moog
            or the Company notifies the other party in writing that he or
            it does not desire the term of employment to extend
            automatically (the term of Moog's employment under this
            Agreement at any given time is the "Agreement Term", and the
            last day of the Agreement Term is the "Expiration Date").
            Throughout the Agreement Term, Moog's employment shall be
            within the immediate vicinity of Chicago, Illinois."

      4.    Section 4.b of the Employment Agreement is hereby AMENDED and
RESTATED in its entirety as follows:

            "b.   BASE COMPENSATION.  As compensation for the services to
            be performed hereunder, the Company shall pay to Moog, for each
            calendar year of this Agreement, a base salary (the "Base
            Salary"), payable in twenty-four (24) equal semi-monthly
            payments.  The Base Salary shall be Three Hundred Fifty-Three
            Thousand Six Hundred Twenty-Five Dollars ($353,625)."



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      5.    Section 7.c of the Employment Agreement is hereby DELETED.
Moog hereby acknowledges and agrees that the award made to him effective as
of Janaury 1, 2003 under the Company's Long Term Incentive Plan was, among
other things, in consideration of the cancellation of the Company's
obligation to grant him the options referenced in Section 7.c of the
Employment Agreement.

      6.    Section 8.a of the Employment Agreement is hereby AMENDED and
RESTATED in its entirety as follows:

            "a.   Moog's employment under this Agreement may be terminated
            prior to the Expiration Date under the following circumstances
            ONLY:

                  (1)   BY THE COMPANY, at any time other than during a
            Disability Period under Section 4e, for any reason whatsoever
            or for no reason, upon not less than ninety (90) calendar days
            written notice to Moog;

                  (2)   BY THE COMPANY, at any time for "cause" as defined
            below, but only after written notice to Moog, and Moog's
            failure to cure within thirty (30) calendar days of receipt of
            such notice;

                  (3)   BY MOOG, at any time for any reason whatsoever or
            for no reason, upon not less than ninety (90) calendar days
            written notice to the Company;

                  (4)   BY MOOG,  upon the occurrence of:  (i) a failure to
            pay to Moog any monies, when due under the terms of this
            Agreement, within five (5) business days after Moog has
            provided written notice of such failure to pay; or (ii) a
            material breach of this Agreement by the Company that is not
            cured within thirty (30) calendar days after Moog has provided
            written notice that a breach has occurred;

                  (5)   BY THE COMPANY, upon Moog's "permanent disability"
            as defined in Section 8c below, without prior notice; and

                  (6)   AUTOMATICALLY, upon Moog's death."

      7.    Section 9.a of the Employment Agreement is hereby AMENDED and
RESTATED in its entirety as follows:

            "a.   In the event that the Company terminates Moog's
            employment pursuant to Section 8a(1) hereof, or if Moog
            terminates his employment pursuant to Section 8a(4), the
            Company shall promptly pay Moog the sum of:  (i) all accrued
            compensation (including vacation time) and bonus earned through
            the effective date of termination and (ii) an amount equal to
            the greater of the present value (determined as of the
            effective date of termination using a 7% discount rate) of the
            compensation owed Moog for the remainder of the Agreement Term
            or the present value (determined as of the effective date of
            termination using a 7% discount rate) of Moog's Base Salary
            then in effect.  Additionally, the Company shall continue to
            pay and provide Moog all other benefits under this Agreement
            for the remainder of the Agreement Term or one (1) year after
            the effective date of termination, whichever is later;
            provided, however, with respect to any benefit in which Moog is
            no longer eligible to participate or which otherwise reasonably
            cannot be continued for him, the Company, in its sole
            discretion, shall either provide a substantially equivalent
            form of benefit to Moog, or pay to Moog an amount equal to the
            present value (determined as prescribed above with respect to
            compensation) of the Company's cost of providing the benefit
            (at the applicable cost in effect immediately prior to
            termination of the benefit and including, in the case of any


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            amounts relating to life insurance and disability insurance
            under Sections 5(a) and 5(d), the applicable taxes thereon
            resulting from any such payments) for the remainder of the
            Agreement Term or one (1) year after the effective date of
            termination, whichever is later.  If Moog accepts alternative
            employment at or after the effective date of termination, the
            Company shall be relieved of any obligation to provide benefits
            to Moog to the extent that the benefits are duplicative of
            benefits provided to Moog by his new employer; provided,
            notwithstanding the foregoing, if comparable health insurance
            coverage for Moog and his qualified beneficiaries is not
            provided by a new employer, Moog shall have the right to
            convert his health insurance benefits to individual coverage
            pursuant to COBRA.  Should Moog so elect, the Company shall pay
            for such COBRA coverage for 18 months (but in no event later
            than the first anniversary of the Expiration Date) of health
            care coverage beginning with the month contiguous with the last
            effective date of Moog's health care coverage by the Company."

      8.    Section 15 of the Employment Agreement is hereby AMENDED and
RESTATED in its entirety as follows:

            "15.  NOTICES.  All notices, requests, consents and other
            communications required or permitted to be given under this
            Agreement shall be given in writing and shall be deemed
            sufficiently given, served and received for all purposes upon
            the first to occur of actual receipt, delivery by generally
            recognized overnight courier service, or three (3) days after
            deposit in the United States mail, postage prepaid, registered
            or certified, return receipt requested, addressed to the
            address set forth below (or such other address as a party may
            hereafter specify for that purpose by notice to the other
            party):

            If to the Company:

            CoolSavings, Inc.
            360 N. Michigan Avenue
            19th Floor
            Chicago, IL  60601

            with copies to:

            Richard H. Rogel
            P.O. Box 1659
            Avon, CO  81620-1659

            Landmark Ventures VII, LLC
            c/o Guy R. Friddell, III, Esquire
            150 W. Brambleton Avenue
            Norfolk, VA  23510

            If to Moog:

            Matthew Moog


      9.    Except as modified by the provisions of this Amendment, all of
the terms of the Employment Agreement shall remain in full force and
effect.

      10.   This Amendment may be executed in any number of counterparts
and by each party on a separate counterpart, each of which, when so
executed and delivered, shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.





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<PAGE>


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


                              COMPANY:

                              COOLSAVINGS, INC., a Delaware corporation


                              By:      /s/ David B. Arney
                                       ------------------------------

                              Name:    David B. Arney
                                       ------------------------------

                              Title:   SVP of Operations & CFO
                                       ------------------------------



                              MOOG:


                              /s/ Matthew Moog
                              ------------------------------------
                              Matthew Moog












































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