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Illinois-Buffalo Grove-975 Weiland Road Lease [Amendment No. 1] - Deerfield & Weiland Office Building LLC and ADS Alliance Data Systems Inc.

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                            FIRST AMENDMENT TO LEASE

         THIS FIRST AMENDMENT TO LEASE made and entered into this 27th day of
June, 2001, by and between DEERFIELD & WEILAND OFFICE BUILDING, L.L.C., an
Illinois limited liability company ("LANDLORD"), and ADS ALLIANCE DATA SYSTEMS,
INC. ("TENANT") for a portion of the Premises commonly known as 975 Weiland
Road, Buffalo Grove, Illinois.

                              W I T N E S S E T H:

         WHEREAS, the parties hereto did heretofore enter into a certain Lease
of the aforesaid Premises on or about July 30, 1999 (the "LEASE"); and

         WHEREAS, the parties hereto do hereby intend to amend the Lease upon
the terms and conditions as are more fully hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, it is hereby
agreed that the Lease, particularly the Lease Schedule appended thereto, be and
is hereby amended to provide as follows:

         1.       Effective upon the completion of the work described in
                  Appendix "B" attached hereto and specifically incorporated by
                  reference herein, which work is anticipated to be completed on
                  or about June 1, 2000 ("EFFECTIVE EXPANSION DATE"), the
                  Premises shall be deemed amended to include an additional one
                  hundred eighty-four (184) rentable square feet located on the
                  first floor of the Building and depicted on Appendix "A"
                  attached hereto and specifically incorporated by reference
                  herein. The Purpose with respect to the additional one hundred
                  eighty-four (184) rentable square feet shall be for storage.


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         2.       Upon the Effective Expansion Date, the Annual Base Rent years
                  1 through 5 shall be increased to FOUR HUNDRED TWENTY-EIGHT
                  THOUSAND THIRTY-TWO DOLLARS ($428,032.00) and the Monthly Base
                  Rent shall be increased to THIRTY-FIVE THOUSAND SIX HUNDRED
                  SIXTY-NINE DOLLARS and 34/100 ($35,669.34). Furthermore, the
                  Annual Base Rent for years 6 through 10 shall be increased to
                  FOUR HUNDRED EIGHTY-NINE THOUSAND THREE HUNDRED EIGHTEEN
                  DOLLARS and 40/100 ($489,318.40) and the Monthly Base Rent for
                  said period shall be increased to FORTY THOUSAND SEVEN HUNDRED
                  SEVENTY-SIX DOLLARS and 54/100 ($40,776.54).

         3.       Upon the Effective Expansion Date, Tenant's share shall be
                  increased to 50.30%.

         4.       Paragraph 16 of the Lease Schedule is hereby modified to
                  substitute GVA Williams for Podolsky Northstar Realty
                  Partners, L.L.C.

         5.       Except as herein expressly provided, the Lease shall remain
                  unmodified and in full force and effect.


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         IN WITNESS WHEREOF, Landlord and Tenant have executed this First
Amendment to Lease as of the day and year first above written.
                                 LANDLORD:

                                 DEERFIELD & WEILAND OFFICE BUILDING,
                                 L.L.C., an Illinois limited liability company


                                  BY:  /s/   [illegible]
                                       -----------------------------------------


                                  TENANT:
                                  ADS ALLIANCE DATA SYSTEMS, INC.


                                  BY:  /s/ [illegible]
                                       -----------------------------------------


                                 CONSENTED TO AND APPROVED:

                                 GUARANTOR:

                                 ALLIANCE DATA SYSTEMS CORPORATION


                                 BY:  /s/ [illegible]
                                      ------------------------------------------


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