<PAGE>

                           FOURTH AMENDMENT TO LEASE


     THIS FOURTH AMENDMENT TO LEASE (hereinafter referred to as the "Fourth
Amendment") is made effective as of this 1st day of June, 2000, by and
between PARTNERS AT BROOKSEDGE, an Ohio general partnership (hereinafter
referred to as "Lessor"), and ADS ALLIANCE DATA SYSTEMS, INC., a Delaware
corporation (hereinafter referred to as "Lessee").

                                   RECITALS

     A.     Continental Acquisitions, Inc., as Lessor, and World Financial
Network National Bank (U.S.) (hereinafter referred to as "WFN"), as Lessee,
entered into a Lease dated July 2, 1990 for certain space located at 220 West
Schrock Road, Westerville, Ohio 43081, and being part of "Brooksedge
Corporate Center".

     B.     The interest of Continental Acquisitions, Inc. as "Lessor" under
the Lease was subsequently assigned on August 28, 1990 to Lessor.

     C.     The Lease was amended by that certain First Amendment of Lease
between WFN and Lessor dated September 11, 1990, that certain Second
Amendment of Lease between WFN and Lessor dated November 16, 1990, and that
certain Third Amendment of Lease between WFN and Lessor dated February 18,
1991.

     D.     The interest of WFN as "Lessee" under the Lease was subsequently
assigned on February 1, 1998 to Lessee.  The Lease as amended and assigned is
hereinafter collectively referred to as the "Lease").

     E.     The current term of the Lease expires on January 31, 2001, and
Lessee has two (2) concurrent options to renew the Lease for additional terms
of five (5) years each.  Lessor and Lessee have renegotiated the terms and
conditions for extension of the Lease and one (1) renewal option.

                                  PROVISIONS

     1.     INCORPORATION OF RECITALS.  The Recitals portion of this Fourth
Amendment is hereby incorporated by this reference to the same extent and as
fully as though it were here rewritten in its entirety.  All capitalized
terms not otherwise defined herein shall have the same meaning set forth in
the Lease.

     2.     EXTENSION OF TERM OF LEASE; RENEWAL OPTION.  Section 1.03 of the
Lease ("Term") is hereby amended to provide that the term of the Lease shall
be extended from its current expiration date of January 31, 2001 to an
expiration date of May 31, 2006.

     Section 15.01 of the Lease ("Renewal Option") is hereby amended to
delete the two (2) options to renew originally set forth therein and to
provide that Lessee shall have the right to renew the term the Lease for one
(1) additional period of five (5) years beginning June 1, 2006 and ending on
May 31, 2011.  The Fixed Minimum Rent during the renewal term described in
the immediately preceding sentence  shall be as set forth in paragraph 3 of
this Fourth Amendment, and accordingly, the provisions of Section 15.01(b) of
the Lease shall be amended as set forth below.  Except as otherwise provided
herein, the renewal term shall be on the same terms and conditions as
contained in the Lease.



<PAGE>

     3.     RENT.  Section 1.04 and Section 2.01 of the Lease ("Fixed Minimum
Rent") are hereby amended to provide that Lessee shall pay Fixed Minimum Rent
during the extended term of the Lease in the following annual and monthly
amounts for the periods of the extended term shown below, subject to
adjustment as set forth in paragraph 4 below, and Section 15.01(b) of the
Lease is hereby amended to provide that Lessee shall pay Fixed Minimum Rent
during the renewal term described in paragraph 2 of this Fourth Amendment (if
exercised in accordance with the Lease) in the following annual and monthly
amounts for the renewal period shown below:

<TABLE>
<CAPTION>

                                                             Monthly        Amount
          Period                         Annual Amount     Installment     per s.f.
          ------                         -------------     -----------     --------
     <S>                                 <C>               <C>             <C>

     (a)  June 1, 2000 through and
     including December 31, 2000          $832,608.00      $69,384.00        $8.26

     (b)  January 1, 2001 through and
     including May 31, 2006               $899,136.00      $74,928.00        $8.92(1)

          Renewal (if any)
          ----------------

     (c)  June 1, 2006 through and
     including May 31, 2011               $989,856.00      $82,488.00        $9.82

</TABLE>

     4.     TENANT IMPROVEMENT ALLOWANCE.  In consideration of the extension
of the current term of the Lease, Lessor shall provide a tenant improvement
allowance up to a maximum of Three Hundred Thousand Dollars ($300,000.00)
(the actual disbursed amount of the tenant improvement allowance is
hereinafter referred to as "Tenant Improvement Allowance").  The Tenant
Improvement Allowance shall be used to construct alterations, additions and
improvements to the leased premises (hereinafter referred to as the "Tenant
Improvements"), which Tenant Improvements shall be subject to Lessor's
approval as required by Section 6.10 of the Lease.  The Tenant Improvement
Allowance shall be paid to Lessee in a single disbursement which shall be due
within thirty (30) days after Lessee has satisfied each of the following
conditions precedent:

            (a)     Lessee shall have furnished to Lessor copies of all
     invoices and other supporting documentation which indicates the actual
     costs incurred for the construction of the Tenant Improvements.

            (b)     Lessee shall have furnished to Lessor properly executed
     mechanic's lien releases from all persons or entities who might be able to
     claim a mechanic's lien on account of the Tenant Improvements.

            (c)     Lessee shall have furnished to Lessor a copy of the final
     certificate of occupancy, if any, for the Tenant Improvements.

     Lessor shall have no obligation to disburse funds in excess of the
maximum amount of the Tenant Improvement Allowance or to make the single
disbursement of the Tenant Improvement Allowance if Lessee has not satisfied
the conditions precedent described above on or before December 1, 2000.
Further, Lessor shall not be obligated to disburse all or any part of the
Tenant Improvement

--------------------
(1)  Subject to increase under paragraph 4 below.


                                       -2-

<PAGE>

Allowance if an event of default has occurred under the Lease or an event has
occurred, which with notice or lapse of time, or both, would constitute an
event of default under the Lease.

     Commencing with the monthly installment payable on January 1, 2001 and
continuing for each month thereafter through and including May 1, 2006, the
Fixed Minimum Rent under Section 1.04 and Section  2.01 of the Lease as set
forth in item (b) of paragraph 3 of this Fourth Amendment shall be increased
by Twenty-Four Cents (24CENTS) per square foot of leased premises (100,800
square feet) per year for each One Hundred Thousand Dollars ($100,000.00) (or
portion thereof) of Tenant Improvement Allowance that is disbursed by Lessor.
 For example, if the full $300,000.00 of Tenant Improvement Allowance is
disbursed, Fixed Minimum Rent under item (b) of paragraph 3 above would
increase by Seventy-Two Cents (72CENTS) per square foot of the leased
premises, but if only $250,000 of the Tenant Improvement Allowance is
disbursed, the Fixed Minimum Rent under item (b) of paragraph 3 above would
increase by Sixty Cents (60CENTS) per square foot of the leased premises.

     5.     RELEASE OF ORIGINAL GUARANTEE; SUBSTITUTE GUARANTEE.  In
consideration of the delivery of the substitute Guarantee as provided below,
Lessor does hereby release and discharge The Limited , Inc. (hereinafter
referred to as "Limited") from any and all liabilities and obligations which
are subject to that certain Guarantee dated July 2, 1990 delivered by the
Limited to Lessor (hereinafter referred to as the "Original Guarantee"").
Concurrently with the execution and delivery of this Fourth Amendment, Lessee
shall cause its parent corporation, Alliance Data Systems Corporation, to
execute and deliver to Lessor in substitution for the Original Guarantee a
Guarantee of all past and future obligations under the Lease, which Guarantee
shall be in a form and content acceptable to Lessor.

     6.     NO OTHER CHANGES; RATIFICATION OF LEASE.  This Fourth Amendment
shall only modify or amend the Lease to the extent provided herein and all
other conditions, covenants and agreements in the Lease shall remain in full
force and effect.  Subject to the terms of this Fourth Amendment, Lessor and
Lessee do hereby ratify and confirm in their entirety the conditions,
covenants and agreements contained in the Lease.  If there is a conflict
between the provisions contained in this Fourth Amendment and the provisions
of the Lease, this Fourth Amendment shall control.

     7.     MISCELLANEOUS.  The governing law provisions set forth in the
Lease shall also be applicable to this Fourth Amendment.  The captions at the
beginning of the several paragraphs of this Fourth Amendment are for the
convenience of the reader and shall be ignored in construing this Fourth
Amendment.  This Fourth Amendment may be executed in several counterparts and
each of such counterparts shall be deemed to be an original hereof.










                                       -3-

<PAGE>

      IN WITNESS WHEREOF, Lessor and Lessee have executed this Fourth
Amendment effective as of the date first set forth above.

Signed and acknowledged       PARTNERS AT BROOKSEDGE, an Ohio general
in the presence of:           partnership ("Lessor")

                              By:  Continental Properties, an Ohio general
                                   partnership, its managing general partner

/s/ Nanelle C. Buel
----------------------------
Print Name: Nannelle C. Buel
           -----------------       By: /s/ Franklin E. Kass
/s/ Thomas R. Davis                   ---------------------------------------
----------------------------          Franklin E. Kass
Print Name: Thomas R. Davis           Managing General Partner
           -----------------


Signed and acknowledged       ADS ALLIANCE DATA SYSTEMS, INC., a
in the presence of:           Delaware corporation ("Lessee")

/s/ Bruce McClary
----------------------------
Print Name: Bruce McClary
           -----------------  By: /s/ Robert P. Armiak
                                 --------------------------------------------
/s/ Oren J. Snell                Name: Robert P. Armiak, CCM
----------------------------          ---------------------------------------
Print Name: Oren Snell           Title: Vice President, Treasurer
           -----------------           --------------------------------------



STATE OF OHIO
COUNTY OF FRANKLIN

     The foregoing instrument was acknowledged before me this 24th day of
July, 2000 by Franklin E. Kass, Managing General Partner of Continental
Properties, an Ohio general partnership, as Managing General Partner of
PARTNERS AT BROOKSEDGE, an Ohio general partnership, on behalf of the
partnership.

                                   /s/ Nannette C. Buel
                                   ------------------------------------------
                                   Notary Public




STATE OF OHIO
COUNTY OF FRANKLIN

     The foregoing instrument was acknowledged before me this 20th day of
July, 2000 by Robert Armiak, VP-Treasurer of ADS ALLIANCE DATA SYSTEMS, INC.,
a Delaware corporation, on behalf of the corporation.

                                   /s/ Mary Brewer
                                   ------------------------------------------
                                   Notary Public
                                   Expires 6/30/04



                                       -4-

<PAGE>

                          CONSENT OF ORIGINAL TENANT

     The undersigned, as the original "Lessee" under the Lease hereby
approves the terms and conditions of the Fourth Amendment and agrees that its
continuing liability under Section 9.02.01 of the Lease shall be subject to
the terms and conditions of the Fourth Amendment.

                                   WORLD FINANCIAL NETWORK NATIONAL
                                   BANK (U.S.), a national banking association


Dated:  July 20, 2000              By: Robert P. Armiak
      ---------                        --------------------------------------
                                       Name: Robert P. Armiak, CCM
                                            ---------------------------------
                                       Title: Vice President, Treasurer
                                             --------------------------------








                                       -5-