EXHIBIT 10.28
                                                 -------------





                          COOLSAVINGS, INC.

                      LONG TERM INCENTIVE PLAN








<PAGE>




ARTICLE I  DEFINITIONS. . . . . . . . . . . . . . . . . . .     1

    1.1    Appreciation . . . . . . . . . . . . . . . . . .     1
    1.2    Award. . . . . . . . . . . . . . . . . . . . . .     1
    1.3    Annual Unit Price. . . . . . . . . . . . . . . .     1
    1.4    Award Term . . . . . . . . . . . . . . . . . . .     1
    1.5    Award Unit . . . . . . . . . . . . . . . . . . .     1
    1.6    Beneficiary. . . . . . . . . . . . . . . . . . .     1
    1.7    Board. . . . . . . . . . . . . . . . . . . . . .     1
    1.8    Chief Executive Officer. . . . . . . . . . . . .     1
    1.9    CoolSavings. . . . . . . . . . . . . . . . . . .     1
    1.10   Committee. . . . . . . . . . . . . . . . . . . .     1
    1.11   Disability . . . . . . . . . . . . . . . . . . .     1
    1.12   Effective Date . . . . . . . . . . . . . . . . .     2
    1.13   Full-Time Employee . . . . . . . . . . . . . . .     2
    1.14   Grant Date . . . . . . . . . . . . . . . . . . .     2
    1.15   Grant Price. . . . . . . . . . . . . . . . . . .     2
    1.16   Initial Award. . . . . . . . . . . . . . . . . .     2
    1.17   Participant. . . . . . . . . . . . . . . . . . .     2
    1.18   Plan . . . . . . . . . . . . . . . . . . . . . .     2
    1.19   Plan Administrator . . . . . . . . . . . . . . .     2
    1.20   Termination of Employment. . . . . . . . . . . .     2
    1.21   Vested . . . . . . . . . . . . . . . . . . . . .     2

ARTICLE II PARTICIPATION AND DETERMINATION OF AWARDS. . . .     2

    2.1    Participation. . . . . . . . . . . . . . . . . .     2
    2.2    Determination of Awards and Maximum Total Awards     2
    2.3    Memoranda of Awards. . . . . . . . . . . . . . .     2

ARTICLE IIIEARNING, PAYMENT AND TERMINATION OF AWARDS . . .     3

    3.1    How and When Awards May be Earned. . . . . . . .     3
    3.2    Determination of Amounts Payable . . . . . . . .     3
    3.3    Payment of Awards. . . . . . . . . . . . . . . .     3
    3.4    Termination of Awards. . . . . . . . . . . . . .     4

ARTICLE IV ADJUSTMENT TO AWARDS . . . . . . . . . . . . . .     5

ARTICLE V  MISCELLANEOUS. . . . . . . . . . . . . . . . . .     5

    5.1    Creditor Status of Participant . . . . . . . . .     5
    5.2    No Assignment or Alienation. . . . . . . . . . .     6
    5.3    Withholding. . . . . . . . . . . . . . . . . . .     6
    5.4    Designation of a Beneficiary . . . . . . . . . .     6
    5.5    Plan Administrator . . . . . . . . . . . . . . .     6
    5.6    Responsibilities Relating to Plan. . . . . . . .     6
    5.7    Amendment of Termination of Plan . . . . . . . .     6
    5.8    No Inducement, Contract or Guarantee of
           Employment; No Award of Stock or Other
           Investment . . . . . . . . . . . . . . . . . . .     7
    5.9    Possible Additional Conditions . . . . . . . . .     7
    5.10   Governing Law. . . . . . . . . . . . . . . . . .     7
    5.11   No Effect on Other Employee Benefits . . . . . .     7
    5.12   Construction . . . . . . . . . . . . . . . . . .     7
    5.13   Determination of Board Controlling . . . . . . .     7












                                  i


<PAGE>


                          COOLSAVINGS, INC.
                      LONG TERM INCENTIVE PLAN


     WHEREAS, CoolSavings, Inc. ("CoolSavings") has determined that it is
desirable and in the best interest of CoolSavings to implement the
following compensation program as an incentive to certain of its employees
for their roles in maximizing the growth of CoolSavings.

     NOW, THEREFORE, CoolSavings does hereby adopt the CoolSavings, Inc.
Long Term Incentive Plan as follows, effective as of January 1, 2003.


                              ARTICLE I

                             DEFINITIONS
                             -----------

     The following words and terms as used herein shall have the
respective meanings set forth below:

     1.1   APPRECIATION:  As to any Award Unit, the excess, if any, of (a)
the Annual Unit Price as of January 1 of the calendar year in which the
Award Unit is redeemed (or January 1 of the calendar year in which the
Appreciation, if any, is otherwise determined), over (b) the Grant Price.

     1.2   AWARD:  A grant to a Participant of the opportunity to earn the
Appreciation, if any, on a specified number of Award Units, which is made
pursuant to Section 2.2.

     1.3   ANNUAL UNIT PRICE:  The per unit value of Award Units  as of
any January 1, which is $3.05 as of January 1, 2003, and as of any January
1 thereafter shall be determined by using such factors and formulas
applicable to those Award Units as are adopted by the Committee.  The
factors and formulas recommended by the Chief Executive Officer and adopted
by the Committee may be changed and amended by the Committee in any manner
which the Committee, in its sole judgment and discretion, deems
appropriate, effective at any time as to any Award, except as to any Award
Unit that has been redeemed with respect to the applicable Award.  Exhibit
A sets forth the factors and formulas initially applicable to the Award
Units comprising the Initial Awards.

     1.4   AWARD TERM:  Unless a different period is recommended by the
Chief Executive Officer and adopted by the Committee, a four (4) year
period, beginning on the Grant Date of an Award and ending on the fourth
(4th) anniversary thereof.

     1.5   AWARD UNIT:  An increment of an Award with respect to which
Appreciation may be earned pursuant to Section 3.1.

     1.6   BENEFICIARY:  A person designated as or otherwise deemed to be
a Participant's beneficiary pursuant to Section 5.4 so as to receive any
amount payable under the Plan in the event of the Participant's death.

     1.7   BOARD: The Board of Directors of CoolSavings.

     1.8   CHIEF EXECUTIVE OFFICER:  The Chief Executive Officer of
CoolSavings.

     1.9   COOLSAVINGS:  CoolSavings, Inc., the Plan sponsor.

     1.10  COMMITTEE:  The Compensation Committee of the Board.

     1.11  DISABILITY:  A Participant's "Disability" as defined in the
CoolSavings Long-Term Disability Plan.





                                  1


<PAGE>


     1.12  EFFECTIVE DATE:  January 1, 2003.

     1.13  FULL-TIME EMPLOYEE:  An employee of CoolSavings who is
regularly scheduled to work at least thirty (30) hours per week.

     1.14  GRANT DATE:  The effective date of an Award, which shall be the
date determined by the Committee pursuant to Section 2.2.

     1.15  GRANT PRICE:  The per unit value of the Award Units in an Award
effective on the Grant Date, as recommended by the Chief Executive Officer
and approved by the Committee, which shall not be less than $3.05.

     1.16  INITIAL AWARD:  An Award with a January 1, 2003 Grant Date that
is made to a Full-Time Employee who is one of the initial Participants
employed on the Effective Date.

     1.17  PARTICIPANT:  An individual who has received any Award that has
not been redeemed or otherwise terminated.

     1.18  PLAN:  The CoolSavings, Inc. Long Term Incentive Plan, as it
may be amended from time to time.

     1.19  PLAN ADMINISTRATOR:  The Committee.

     1.20  TERMINATION OF EMPLOYMENT:  Any of the following events:
termination from employment with CoolSavings or a change in employment
status so that an individual is no longer a Full-Time Employee, including
for purposes of the Plan, commencement of any leave of absence, paid or
unpaid.

     1.21  VESTED:  A Participant's entitlement, subject to the terms and
conditions of the Plan, to a portion (determined under Section 3.1) of the
Participant's Award (that is, the Participant's entitlement to the amount,
if any, payable to the Participant with respect to the Appreciation, if
any, on the Award Units (determined under Section 3.2)).


                             ARTICLE II
              PARTICIPATION AND DETERMINATION OF AWARDS
              -----------------------------------------

     2.1   PARTICIPATION:  The Chief Executive Officer shall recommend to
the Committee and the Committee shall determine which Full-Time Employees
shall be eligible to participate in the Plan, and shall establish the date
on which each such eligible Full-Time Employee shall begin to participate
in the Plan.

     2.2   DETERMINATION OF AWARDS AND MAXIMUM TOTAL AWARDS:  The Chief
Executive Officer shall recommend to the Committee and the Committee shall
determine the number of Award Units to be granted to each Participant as
the Participant's Award under the Plan, and the Committee shall establish
the Grant Date and Grant Price applicable to each Award.  The Committee
shall determine the maximum number of Award Units that shall be awarded
under the Plan from time to time.  Exhibit B sets forth the Grant Date and
Grant Price applicable to each Initial Award during the Plan's initial
Award Term.

     2.3   MEMORANDA OF AWARDS:  The Plan Administrator or its delegate
shall cause to be prepared a written memorandum of each Award,
substantially in the form attached hereto as Exhibit C, which shall set
forth the number of Award Units granted, the Award Term, and such other
information as the Plan Administrator shall deem appropriate.  As a
condition to his or her Award, each Participant shall acknowledge and
accept the terms and conditions of the Award and the Plan by executing and
returning the Award memorandum.  In the event a Participant fails to
execute the memorandum and return it to the Plan Administrator within such
reasonable period as is determined by the Plan Administrator, in its sole
discretion, the Award and related Award Units shall be null and void ab
initio.

                                  2


<PAGE>


                             ARTICLE III
             EARNING, PAYMENT AND TERMINATION OF AWARDS
             ------------------------------------------

     3.1   HOW AND WHEN AWARDS MAY BE EARNED:  Subject to Section 3.4, and
unless changed by the Committee with respect to any Award, a Participant
may earn the Appreciation on the Award Units in the Participant's Award as
follows:

     (a)   If the Participant is continuously employed by CoolSavings
during the period beginning on the Award's Grant Date and ending on the
first anniversary of the Award's Grant Date, the Participant will earn and
become Vested in twenty-five percent (25%) of the Award (that is, in
twenty-five percent (25%) of the Appreciation, if any, on the Award Units
comprising the Award), subject to the other Plan terms.

     (b)   If the Participant is continuously employed by CoolSavings
during the period beginning on the Award's Grant Date and ending on the
second (2nd) anniversary of the Award's Grant Date, the Participant will
earn and become Vested in an additional twenty-five percent (25%) of the
Award (that is, in an additional twenty-five percent (25%) of the
Appreciation, if any, on the Award Units comprising the Award), subject to
the other Plan terms.

     (c)   If the Participant is continuously employed by CoolSavings
during the period beginning on the Award's Grant Date and ending on the
third (3rd) anniversary of the Award's Grant Date, the Participant will
earn and become Vested in an additional twenty-five percent (25%) of the
Award (that is, in an additional twenty-five percent (25%) of the
Appreciation, if any, on the Award Units comprising the Award), subject to
the other Plan terms.

     (d)   If the Participant is continuously employed by CoolSavings
during the period beginning on the Award's Grant Date and ending on the
fourth (4th) anniversary of the Award's Grant Date, the Participant will
earn and become Vested in an additional twenty-five (25%) of the Award
(that is, the remaining twenty-five (25%) of the Appreciation on the Award
Units comprising the Award), subject to the other Plan terms.

     3.2   DETERMINATION OF AMOUNTS PAYABLE:  If a Participant earns a
Vested portion of his/her Award pursuant to Section 3.1, the amount payable
on account of the Participant's Award, if any, shall equal the product of
(a) the applicable Vested percentage of the Participant's Award, multiplied
by (b) the Appreciation, if any, on the Award Units comprising the Award
determined as of January 1 of the calendar year in which any Award Unit is
redeemed (or January 1 of the calendar year in which its Appreciation, if
any, is otherwise determined).  An example of this determination is
contained in Exhibit A.

     3.3   PAYMENT OF AWARDS:

     (a)   Each calendar year, within thirty (30) days after completion
and reporting of the audited CoolSavings financial statements for the
immediately preceding calendar year, the Chief Executive Officer shall
recommend and the Committee shall adopt the Annual Unit Price as of January
1 of the applicable calendar year.

     (b)   During the period of each calendar year beginning with the
Committee's determination under Section 3.3(a) and ending on December 31:

                (1)   Prior to any Termination of Employment, a
     Participant may elect to redeem the Vested portion, if any, of
     his/her Award, if there is any amount payable with respect to the
     Award.  Any such election shall be in writing on the form provided by
     the Plan Administrator.  The redemption shall be effective as of the
     date on which the Plan Administrator receives the election.




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                (2)   Upon a Participant's Termination of Employment, if
     the Participant is Vested in all or a portion of his/her Award, any
     Vested portion of the Participant's Award shall be redeemed
     automatically if the portion has not been redeemed previously and if
     there is any amount payable with respect to the Award.  The
     redemption shall be effective as of the date of the Participant's
     Termination of Employment.

     (c)   Upon the second (2nd) anniversary of the date on which a
Participant becomes Vested in a portion of the Award, that Vested portion
of the Participant's Award shall be redeemed automatically if it has not
been redeemed previously and if there is any amount payable with respect to
the Award.  The redemption shall be effective as of the applicable (2nd)
anniversary.  An example of the operation of this Section 3.3(c) is
contained in paragraph 5 of Exhibit A.

     (d)   In the case of the preceding redemptions pursuant to Sections
3.3(b) and 3.3(c), the Plan Administrator shall determine the amount, if
any, payable to the Participant pursuant to Section 3.2 with respect to the
Vested portion of the Participant's Award, and shall direct the payment to
the Participant of any amount payable within sixty (60) days after the
later of (1) the Committee's determination under Section 3.3(a), or (2) the
effective date of the redemption.  For purposes of determinations pursuant
to the preceding sentence, the Appreciation, if any, and any amount payable
with respect to an Award shall be determined as of January 1 of the
calendar year in which the redemption is effective.  Notwithstanding the
foregoing, in the event that any such redemption payment would violate any
contractual covenants imposed by any CoolSavings' creditor or otherwise
render the Company insolvent, CoolSavings may defer (without penalty or
premium other than the accrual of interest reasonably determined by the
Plan Administrator) all or any portion of the redemption payment otherwise
due with respect to any Vested Awards that have been redeemed, until such
time as such redemption payment would no longer violate a creditor's
covenant or render CoolSavings insolvent.

     3.4   TERMINATION OF AWARDS:

     (a)   An Award will terminate on the earliest to occur of the
following events:

           (1)  With respect to the Vested portion of a Participant's
     Award, the date on which such Vested portion is redeemed pursuant to
     Section 3.3(b)(1) or Section 3.3(c) (or would be redeemed thereunder
     if there were any amount payable with respect to the Award).

           (2)  Upon the termination of the Plan, or the amendment of the
     Plan to terminate the Award, except that any Vested portion of the
     Award shall be redeemed automatically as of the effective date of the
     Plan's termination or amendment to terminate the Award, as
     applicable, if that Vested portion of the Award has not been redeemed
     previously and if there is any amount payable with respect to the
     Award.

           (3)  Upon the applicable Participant's Termination of
     Employment for any reason, except as follows:

                (i)   Subject to Section 3.4(a)(3)(ii) and Section
           3.4(a)(3)(iii), any portion of the Award that is Vested as of
           the date of Termination of Employment shall be redeemed
           pursuant to Section 3.3(b)(2).










                                  4


<PAGE>


                (ii)  If a Participant is absent from active employment
           with CoolSavings as a result of an approved leave of absence
           not to exceed one (1) year, his or her Award shall remain
           outstanding as if the Participant had continued in active
           employment with CoolSavings, until the earlier of the end of
           the leave of absence or the end of the Award Term.  If the
           Participant returns to active employment with CoolSavings at
           the end of the leave of absence, the period of the leave of
           absence shall be included in the period of the Participant's
           continuous employment for purposes of the Plan, and the
           Participant shall continue to participate in the Plan subject
           to the terms and conditions applicable to actively employed
           Participants.

                (iii) If a Participant terminates employment with
           CoolSavings under such circumstances as may be deemed
           appropriate by the Chief Executive Officer and determined by
           the Committee, in its sole discretion, for purposes of this
           provision, his or her Award shall remain outstanding as if the
           Participant had continued in active employment with CoolSavings
           until the end of such period following his or her Termination
           of Employment as shall be determined by the Committee, in its
           sole discretion.

     (b)   Upon the termination of an Award or a portion of an Award
pursuant to Section 3.4(a), the Award or applicable portion of the Award
and the Award Units then comprising the Award or applicable portion
thereof, if any, shall lapse and be forfeited, and thereafter, except for
any amount payable pursuant to Section 3.3(d), CoolSavings shall have no
liability with respect to the Award or related Award Units, and the
Participant shall have no rights with respect to the Award or related Award
Units.


                             ARTICLE IV
                        ADJUSTMENT TO AWARDS
                        --------------------

     In the event of any corporate transaction involving CoolSavings,
including without limitation the merger, consolidation, reorganization,
combination or exchange of shares, a sale by CoolSavings of all or part of
its assets, or in the event of any distribution to stockholders of other
than a normal cash dividend, or other extraordinary or unusual event, the
Plan Administrator may, in its sole discretion, make equitable adjustments
to any or all of the terms and conditions of any Awards, which adjustments
shall be shall be final, conclusive and binding for all purposes of the
Plan.


                              ARTICLE V
                            MISCELLANEOUS
                            -------------

     5.1   CREDITOR STATUS OF PARTICIPANT:  Nothing contained herein shall
be deemed to create a trust of any kind or to create any fiduciary
relationship, and the undertaking to make any payment hereunder shall be an
unfunded, unsecured obligation payable solely from the general assets of
CoolSavings, subject to the claims of CoolSavings' creditors.  No owner,
director, officer, employee or agent of CoolSavings shall be liable to any
person for the payment of any portion of an Award or any other claim under
the Plan.  No Participant or Beneficiary shall have any property or
security interest in or right to any specific investment or asset of
CoolSavings.  To the extent that any person acquires a right to receive
payments under this Plan, that right shall be no greater than the right of
any unsecured general creditor of CoolSavings.





                                  5


<PAGE>


     5.2   NO ASSIGNMENT OR ALIENATION:  To the fullest extent permitted
by law, the right of any  Participant or Beneficiary in any benefit or to
any payment under the Plan shall not be subject in any  manner to
attachment or other legal process or the debts of or claims against the
Participant or Beneficiary; and no such benefit or payment shall be subject
to anticipation, alienation, sale, transfer, assignment or encumbrance.

     5.3   WITHHOLDING:  There shall be deducted from all payments made
hereunder any taxes required to be withheld by any federal, state or local
government.

     5.4   DESIGNATION OF A BENEFICIARY:  A Participant may designate a
Beneficiary (including multiple or contingent Beneficiaries) to receive any
amount payable under the Plan in the event of the Participant's death.  The
designation shall be made only in writing on a form provided by the Plan
Administrator for the purpose and signed by the Participant and delivered
to the Plan Administrator prior to the Participant's death.  A Participant
may designate a new Beneficiary at any time in accordance with the
provisions hereof, and the last effective designation received by the Plan
Administrator shall supersede all prior designations.  A designation of a
Beneficiary shall be effective only if such Beneficiary survives the
Participant, and in the case of the death of one or more multiple
Beneficiaries, the survivor or survivors shall share equally any amount
payable under the Plan, unless otherwise provided by the Participant.  If a
Participant fails to designate a Beneficiary, or if no designated
Beneficiary survives the Participant, the Participant's Beneficiary shall
be deemed to be his or her surviving spouse, if any, or otherwise, his or
her estate.

     5.5   PLAN ADMINISTRATOR:  The Plan shall be administered by the Plan
Administrator, which shall have those functions assigned to it herein.  The
Plan Administrator shall have the power to interpret the provisions of the
Plan, to supply omissions and to adopt any additional rules and regulations
not inconsistent herewith which it deems necessary or appropriate to the
administration to the Plan.  The Plan Administrator may act by vote or by
written consent of a majority of its members.  No individual serving as
Plan Administrator who is a Participant shall take part in any action in
connection with his participation as an individual, but such action shall
be taken by the other individual(s) serving as Plan Administrator.

     5.6   RESPONSIBILITIES RELATING TO PLAN:  No member of the Board, and
no officer or employee of CoolSavings shall be liable for any act or
failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to
act hereunder by any other member of the Board or officer or employee of
CoolSavings. CoolSavings shall indemnify any director, officer or employee
of CoolSavings against any and all liabilities or expenses to which they
may be subjected by reason of any act or failure to act with respect to
their duties under the Plan, except in circumstances involving his or her
bad faith, gross negligence or willful misconduct.

     5.7   AMENDMENT OF TERMINATION OF PLAN:  The Plan (including Awards)
may be amended or terminated by the Committee in any respect at any time,
prospectively or retroactively, without any liability other than
CoolSavings' payment of any unpaid amounts that are payable under Section
3.3(d) or become payable under Section 3.4(a)(2) as of the date of
amendment or termination with respect to portions of Awards that have been
earned pursuant to Section 3.1 prior to the date of amendment or
termination.











                                  6


<PAGE>


     5.8   NO INDUCEMENT, CONTRACT OR GUARANTEE OF EMPLOYMENT; NO AWARD OF
STOCK OR OTHER INVESTMENT:  The Plan does not constitute inducement or
consideration for the employment of any employee nor is it a contract
between CoolSavings and any employee.  Participation in the Plan shall not
give any employee any right to be retained in the employ of CoolSavings,
and receipt of benefits under the Plan shall not give any person the right
to return service.  CoolSavings retains the right to hire and discharge any
employee at any time, with or without cause, as if the Plan had never been
adopted, and any discharged employee shall have only such rights or
interests, if any, as are specified herein.  No Participant or Beneficiary
shall have any of the rights or privileges of a stockholder in CoolSavings
by reason of an Award, or any legal or equitable rights associated with the
rights of a partner, investor or stockholder in CoolSavings (including the
right to inspect books and records).  No owner, director, officer, employee
or agent of CoolSavings shall have any obligation or duty to any
Participant to continue CoolSavings, to "grow" or increase CoolSavings, its
assets or its profits, or to take any action to make CoolSavings profitable
or increase its revenues or other financial performance.  No owner,
director, officer, employee or agent of CoolSavings shall be liable to any
Participant or Beneficiary for or with respect to any failure of
CoolSavings to achieve any financial goal or otherwise in connection with
the Plan, Awards and Award Units hereunder.  No individual or entity shall
owe any fiduciary duty or other noncontractual obligation to any
Participant or Beneficiary with respect to or in connection with this Plan
or the Awards and Award Units hereunder.

     5.9   POSSIBLE ADDITIONAL CONDITIONS:  CoolSavings and the Plan
Administrator reserve the right to require a Participant or Beneficiary to
execute any documents deemed appropriate in connection with the Plan,
including the release of CoolSavings and the Plan Administrator from any
laws which might otherwise control the payment of benefits to a minor or an
incompetent person.

     5.10  GOVERNING LAW:  The Plan shall be construed, enforced and
administered in accordance with the laws of the State of Illinois.

     5.11  NO EFFECT ON OTHER EMPLOYEE BENEFITS:  Awards and any payments
made with respect thereto shall not affect any Participant's benefits under
any employee plans maintained by CoolSavings (for example, Awards and any
payments with respect thereto shall neither increase nor decrease
contributions or benefits under retirement plans (including any
supplemental retirement plans) or life insurance, disability or other
employee plans).

     5.12  CONSTRUCTION:  In the event of any conflict between this Plan
document and any summary or other information describing the provisions of
the Plan (including any Plan provisions that may have been omitted from any
such summary or other information), the terms of this Plan document shall
control. Titles, captions, and headings herein have been inserted for
convenience of reference only and are to be ignored in any construction of
the provisions hereof. Whenever the content shall so require, the singular
shall include the plural and vice versa.

     5.13  DETERMINATION OF BOARD CONTROLLING:  Notwithstanding anything
herein to the contrary, with respect to any action that otherwise would be
taken and any matter that otherwise would be established or determined
under the Plan by the Committee (including the Committee in its capacity as
Administrator), if the Committee cannot agree or if it refers the action or
matter to the Board, the action or matter shall be subject to the final
determination of the Board, which shall have the authority to take any such
action and to establish or determine finally any such matter as it shall
deem appropriate, in its sole discretion.








                                  7


<PAGE>


     IN TESTIMONY WHEREOF, CoolSavings has caused this Plan to be signed
by its officer thereunto duly authorized effective as of January 1, 2003.


                           COOLSAVINGS, INC.


                           By:   /s/ Matthew Moog
                                 Matthew Moog

                           Its:  President and Chief Executive Officer



























































                                  8


<PAGE>


                              EXHIBIT A

                      Long Term Incentive Plan
             Annual Unit Price Factors and Formulas and
              Example of Amounts Payable Determination
             ------------------------------------------


1.   The "Annual Price Factor" as of December 31, 2003 and December 31 of
     any calendar year thereafter shall be determined in accordance with
     the following formula:

     Annual Price Factor   =     (9 x Earnings Before Interest and
                                 Taxes) - Net Assets Factor
                                 ---------------------------------
                                 10,000,000

     (a)   For purposes of computing the Annual Price Factor as of any
           December 31, the following terms shall have the meanings set
           forth:

           "Earnings Before Interest and Taxes" means CoolSavings' "Income
           from Operations" for the applicable calendar year, as
           determined from CoolSavings' audited financial statements (that
           is, CoolSavings' total operating revenues less total operating
           expenses (including accrued expenses relating to the Plan
           attributable to increases in the Annual Unit Price for the
           applicable calendar year), and excluding equity income or loss,
           interest income or expense, and all income taxes other than any
           income taxes attributable to payments under the Plan that
           CoolSavings cannot deduct on account of Section 162(m) of the
           Internal Revenue Code.)  If any Participant has remuneration
           that CoolSavings cannot deduct for income tax purposes on
           account of Section 162(m) of the Internal Revenue Code ("excess
           remuneration"), the Participant's excess remuneration shall, to
           the extent of any payments to the Participant under the Plan,
           be deemed to be attributable to payments under the Plan.

           "Net Assets Factor" means CoolSavings' total assets, net of
           CoolSavings' total current liabilities (excluding the unpaid
           principal balance and accrued interest thereon of CoolSavings'
           senior secured note payable to Landmark Communications, Inc.),
           determined as of December 31 of the applicable calendar year.

     (b)   The Committee, in its sole discretion, shall determine
           CoolSavings' Earnings Before Interest and Taxes and its Net
           Assets Factor generally from CoolSavings' audited financial
           statements for the applicable calendar year and with such
           adjustments as may be deemed appropriate with respect to
           unusual transactions and events.

2.   The Annual Unit Price as of January 1, 2003 is $3.05, which is the
     Grant Price for Awards with 2003 Grant Dates and the minimum Grant
     Price for Awards with 2004 and later Grant Dates.

3.   The Annual Unit Price as of January 1 of any calendar year after 2003
     shall be determined in accordance with the following formulas:

     (a)   2004 Annual Unit Price = the Annual Price Factor as of
           December 31, 2003

     (b)   2005 Annual Unit Price = the average (arithmetic mean) of the
           Annual Price Factors as of December 31, 2003 and December 31,
           2004.






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<PAGE>


     (c)   2006 and subsequent years' Annual Unit Price = the average
           (arithmetic mean) of the Annual Price Factors as of December 31
           of the three (3) consecutive calendar years ending with the
           December 31 immediately preceding the January 1 as of which the
           Annual Unit Price is determined.

4.   If a Participant earns a Vested portion of his/her Award, the amount
     payable on account of the Participant's Award, if any, shall equal
     the product of (a) the applicable Vested percentage of the
     Participant's Award, multiplied by (b) the Appreciation, if any, on
     the Award Units comprising the Award determined as of January 1 of
     the calendar year in which any Award Unit is redeemed (or January 1
     of the calendar year in which its Appreciation is otherwise
     determined).  For example, and assuming no prior redemption, if (a) a
     Participant was granted 500 Award Units with a Grant Date of January
     1, 2003 at a Grant Price of $3.05, (b) the Annual Unit Price on
     January 1, 2005 was $9.05 (at which date the Participant's Vested
     Percentage was 50%), and the Participant elected in 2005 to redeem
     the Vested portion of the Award, the amount payable to the
     Participant with respect to the 500 Award Units would be $1,500.00
     (which is 50% of the product of (i) the $6.00 difference between the
     Annual Unit Price of $9.05 on January 1, 2005 and the $3.05 Grant
     Price, multiplied by (ii) 500 Award Units).

5.   Following the second (2nd) anniversary of the date on which a
     Participant becomes Vested in a portion of an Award, the Plan
     Administrator shall redeem that Vested portion of the Participant's
     Award if it has not been redeemed previously and if there is any
     amount payable with respect to the Award.  For example, and assuming
     no prior redemption, if (a) a Participant was granted 500 Award Units
     with a Grant Date of January 1, 2003 at a Grant Price of $3.05, (b)
     the Participant became Vested in 25% of the Award on January 1, 2004,
     and (c) the Participant did not request redemption of that Vested
     portion of the Award during the period January 1, 2004 through
     January 1, 2006, the Plan Administrator would redeem the 125 Award
     Units as of January 1, 2006, and the Participant would be entitled to
     the Appreciation, if any, of the Annual Unit Price as of January 1,
     2006 over the $3.05 Grant Price for each of the 125 Award Units.
































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<PAGE>


                              EXHIBIT B
                       Terms of Initial Awards
                       -----------------------



Grant Date:     January 1, 2003


Grant Price:    $3.05


Award Term:     January 1, 2003 through January 1, 2007

























































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<PAGE>


                              EXHIBIT C
                          Award Memorandum
                          ----------------



CoolSavings, Inc., a Delaware corporation ("CoolSavings"), in consideration
of the services to be rendered to CoolSavings or its subsidiaries by
[insert name of employee] ("Employee") hereby grants an Award to Employee
as follows.


Name

Title

Total Number of Award Units Granted:        [Insert number]

Grant Date:                                 January 1, 2003
Grant Price:                                $3.05 (Per Unit)

Award Term:                                 January 1, 2003 -
                                            January 1, 2007




                     VESTING/EXPIRATION SCHEDULE



                   Jan 1,      Jan. 1,      Jan. 1,      Jan. 1,
                    2004        2005         2006         2007
                 ----------  -----------  -----------  -----------
% Vested in
Award's
Appreciation         25%         25%          25%          25%


# Units Vested
in Award's
Appreciation     [Insert #]  [Insert #]   [Insert #]   [Insert #]


Units'
Expiration
Date after
Vesting          January 1,  January 1,   January 1,   January 1,
                    2006        2007         2008         2009



The Company respects the confidentiality of the information contained in
this statement.

Please safeguard this document. Participation, vesting and Unit redemption
in this plan and all other terms of this Award are subject to the terms and
conditions of the Long Term Incentive Plan document.












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<PAGE>


The foregoing information sets forth the material terms relating to the
Award granted to Employee during 2003.


                                 CoolSavings, Inc.

                                 By:  _____________________________
                                      Matthew Moog
                                      President and
                                      Chief Executive Officer





AGREED TO AND ACCEPTED
THIS _____ DAY OF __________, 2003



[insert name of employee]

















































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