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Illinois-Schaumburg-1375 East Woodfield Road Lease - TA/Western LLC and Inc.

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                                  WOODFIELD FINANCIAL CENTRE
                                   BASIC LEASE INFORMATION
Lease Date:                           As of March 18, 1999

Tenant:                               MyPoints.Com, Inc.

Tenant's Address:                     1375 Woodfield Road
                                      Schaumburg, Illinois 60173

Attention:                            Robert C. Hoyler
                                      President and COO

Landlord's Address:                   c/o TA Associates Realty
                                      28 State Street, 10th Floor
                                      Boston, Massachusetts 02109

Contact:                              Attn:  Asset Manager
                                      Telephone: (617) 476-2700

Premises:                             Approximately 3,696 rental square feet
                                      known as Suite 520 (the "Premises") in the
                                      office building known as WOODFIELD
                                      FINANCIAL CENTRE (the "Building") and
                                      whose street address is 1375 East
                                      Woodfield Road, Schaumburg, Illinois (the
                                      "Land"). The Premises are outlined on the
                                      plan attached to the Lease as Exhibit A.

Term:                                 Commencing on April 1, 1999 (the 
                                      "Commencement Date"), and ending the later
                                      to occur of May 31, 1999, or upon 
                                      substantial negotiation of a lease for 
                                      approximately 14,336 rentable square feet
                                      of area on the third (3rd) floor of the
                                      Building in which Tenant intends to 
                                      expand; provided, however, Landlord may, 
                                      with or without cause, terminate this
                                      Lease at any time upon 30 days notice.

Base Rent:                            $4,466.00 per month.

Permitted Use:                        General office purposes.

Initial Liability Insurance Amount:   $3,000,000.

The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.

LANDLORD                                           TENANT
TA/WESTERN, L.L.C.                                 MY POINTS.COM, INC.
a Delaware limited liability company

By:     TA Realty Corp.,                           By: /s/ Robert C. Hoyler
        a Massachusetts corporation,               Name: _______________________
        its manager.                               Title: ______________________

        By: /s/ Scott Oran
        Name: Scott Oran
        Title: Regional Director

<PAGE>   2


        THIS LEASE AGREEMENT (this "LEASE") is entered into as of March 18,
1999, between TA/WESTERN, L.L.C., a Delaware limited liability company

        1. DEFINITIONS AND BASIC PROVISIONS. The definitions and basic
provisions set forth in the Basic Lease Information (the "BASIC LEASE
INFORMATION") executed by Landlord and Tenant contemporaneously herewith are
incorporated herein by reference for all purposes. The following terms shall
have the following meanings: "LAWS" means all federal, state and local laws,
rules and regulations, all court orders, all governmental directives and
governmental orders, and all restrictive covenants affecting the Property, and
"LAW" means any of the foregoing: "AFFILIATE" means any person or entity which,
directly or indirectly, controls, is controlled by, or is under common control
with the party in question: "TENANT PARTY" shall include Tenant, any assignees
claiming by, through, or under Tenant, any subtenants claiming by, through, or
under Tenant, and any agents, contractors, employees, and invitees of the
foregoing parties; and "INCLUDING" means including, without limitation.

        2. LEASE GRANT; RELOCATION; USE. Subject to the terms of this Lease,
Landlord leases to Tenant, and Tenant leases from Landlord, the Premises in the
"AS-IS" condition. Tenant hereby accepts the Premises in their "AS-IS"
condition, and Landlord shall have no obligation to perform any work therein
(including, without limitation, demolition of any improvements existing therein
or construction of any tenant finish-work or other improvements therein), and
shall not be obligated to reimburse Tenant or provide an allowance for any costs
related to the demolition or construction of improvements therein. Landlord may,
at Landlord's expense, relocate Tenant within the Building in space which is
comparable in size to the Premises and is reasonably suited for Tenant's use.
Upon such relocation, the relocation space shall be deemed to be the Premises
and the terms of this Lease shall remain in full force and shall apply to the
relocation space. Tenant shall occupy and use the Premises only for the
Permitted Use and shall comply with all Laws relating to the use, condition, and
occupancy of the Premises.

        3. RENT. Tenant shall timely pay to Landlord the Basic Rental,
Additional Rental, and all additional sums to be paid to Landlord under this
Lease, without deduction or set off, at Landlord's Address (or such other
address as Landlord may from time to time designate in writing to Tenant).
"BASIC RENTAL" (herein so called) shall be as set forth in the Basic Lease
Information. Basic Rental and Additional Rental shall be payable monthly in
advance. If Tenant fails to vacate the Premises at the end of the Term, then
Tenant shall be a tenant at will and, in addition to all other damages and
remedies to which Landlord may be entitled for such holding over, Tenant shall
pay a daily Basic Rental equal to 200% of the daily Basic Rental and Additional
Rental payable during the last month of the Term. The first installment of Basic
Rental and Additional Rental for the Term shall be payable contemporaneously
with the execution of this Lease; and subsequent installments will be due on the
first day of each month thereafter. Basic Rental for any fractional month at the
beginning of the Term shall be prorated based on l/365 of the current annual
Basic Rental for each day of the partial month this Lease is in effect.
"ADDITIONAL RENTAL" means all utilities used by the Premises together with
Tenant's proportionate share of real estate taxes, common area utility charges,
snow removal costs and all other operating expenses of the Building.


           (a) SERVICES. Provided no Event of Default exists, Landlord shall use
all reasonable efforts to furnish to Tenant (1) water (hot and cold) at those
points of supply provided for general use of tenants of the Building; (2)
heated, ventilated, and refrigerated air conditioning ("HVAC ") as appropriate,
at such times as Landlord normally furnishes these services to all tenants of
the Building, and at such temperatures and in such amounts as are reasonably
considered by Landlord to be standard; (3) janitorial service to the Premises on
weekdays other than holidays for Building-standard installations (Landlord
reserves the right to bill Tenant separately for extra janitorial service
required for non-standard installations) and such window washing as may from
time to time in Landlord's judgment be reasonably required; (4) elevators for
ingress and egress to the floor on which the Premises are located, in common
with other tenants, provided that Landlord may reasonably limit the number of
elevators to be in operation at times other than during customary business hours
and on holidays; (5) replacement of Building-standard light bulbs and
fluorescent tubes, provided that Landlord's standard charge for such bulbs and
tubes shall be paid by Tenant; and (6) electrical current during normal business
hours other than for computers, electronic data processing equipment, special
lighting, equipment that requires more than 110 volts, or other equipment whose
electrical energy consumption exceeds normal office usage. Landlord shall
maintain the common areas of the Building in reasonably good order and
condition, except for damage occasioned by a Tenant Party. If Tenant desires any
of the services specified in this Section 4(a) at any time other than times
herein designated, such services shall be supplied to Tenant upon the written
request of Tenant delivered to Landlord before 3:00 p.m. on the business day
preceding such extra usage, and Tenant shall pay to Landlord the cost of such
services within ten days after Landlord has delivered to Tenant an invoice

           (b) EXCESS UTILITY USE. Landlord shall use reasonable efforts to
furnish electrical current for computers, electronic data processing equipment,
special lighting, equipment that requires more than 110 volts, or other
equipment whose

<PAGE>   3

electrical energy consumption exceeds normal office usage through the
then-existing feeders and risers serving the Building and the Premises, and
Tenant shall pay to Landlord the cost of such service within ten days after
Landlord has delivered to Tenant an invoice therefor. Any excess utility usage
shall be separately metered, installed, maintained, and read by Landlord, at
Tenant's expense. Tenant shall not install any electrical equipment requiring
special wiring or requiring voltage in excess of 110 volts or otherwise
exceeding Building capacity unless approved in advance by Landlord. The use of
electricity in the Premises shall not exceed the capacity of existing feeders
and risers to or wiring in the Premises. Any risers or wiring required to meet
Tenant's excess electrical requirements shall, upon Tenant's written request, be
installed by Landlord, at Tenant's cost if, in Landlord's sole and absolute
judgment, they are necessary and shall not cause permanent damage or injury to
the Building or the Premises, cause or create a dangerous or hazardous
condition, entail excessive or unreasonable alterations, repairs, or expenses,
or interfere with or disturb other tenants of the Building. If Tenant uses
machines or equipment (other than general office machines, excluding computers
and electronic data processing equipment) in the Premises which affect the
temperature otherwise maintained by the air conditioning system or otherwise
overload any utility, Landlord may install supplemental air conditioning units
or other supplemental equipment in the Premises, and the costs thereof,
including the cost of installation, operation, use, and maintenance, shall be
paid by Tenant to Landlord within ten days after Landlord has delivered to
Tenant an invoice therefor.


           (a) IMPROVEMENTS; ALTERATIONS. No alterations or physical additions
in or to the Premises may be made without Landlord's prior written consent.
Tenant shall not paint or install lighting or decorations, signs, window or door
lettering, or advertising media of any type on or about the Premises. All
alterations, additions, or improvements made in or upon the Premises, either by
Landlord or Tenant, shall be Landlord's property when Tenant's right to possess
the Premises ends and shall remain on the Premises without compensation to

           (b) REPAIRS; MAINTENANCE. Tenant shall maintain the Premises in a
clean, safe, operable, attractive condition, and shall not permit or allow to
remain any waste or damage to any portion of the Premises, Subject to Section
6(b), Tenant shall repair or replace, subject to Landlord's direction and
supervision, any damage to the Building caused by a Tenant Party. If Tenant
fails to make such repairs or replacements within 15 days after the occurrence
of such damage, then Landlord may make them at Tenant's cost. If any such damage
affects any area outside the Premises or the HVAC, plumbing, mechanical, or
electrical systems of the Building or is visible in the lobby areas of the
Building or from outside the Premises, then Landlord may repair such damage at
Tenant's cost without delivering to Tenant any prior notice thereof. The cost of
any repair or replacement work performed by Landlord under this Section 5 shall
be paid by Tenant to Landlord within ten days after Landlord has delivered to
Tenant an invoice therefor.

           (c) PERFORMANCE OF WORK. All work described in this Section 5 shall
be performed only by persons approved in writing by Landlord, in accordance with
all Laws and in a good and workmanlike manner so as not to damage the Building.
All such work which may affect the HVAC, electrical, plumbing, other mechanical
systems, or the Building's structural elements must be approved by the
Building's engineer of record, at Tenant's expense. Tenant shall not permit any
mechanic's liens to be filed against the Premises or the Building for any work
performed materials furnished, or obligation incurred by or at the request of


           (a) INSURANCE. Tenant shall at its expense procure and maintain
throughout the Term the following insurance policies; (1) commercial general
liability insurance in amounts of not less than a combined single limit of
$3,000,000 (the "INITIAL LIABILITY INSURANCE AMOUNT") insuring Tenant, Landlord,
Landlord's agents and their respective affiliates against all liability for
injury to or death of a person or persons or damage to property arising from the
use and occupancy of the Premises, (2) contractual liability insurance coverage
sufficient to cover Tenant's indemnity obligations hereunder, (3) insurance
covering the full value of all property and improvements in the Premises, (4)
workman's compensation insurance, containing a waiver of subrogation endorsement
reasonably acceptable to Landlord, and (5) business interruption insurance.
Tenant's insurance shall provide primary coverage to Landlord when any policy
issued to Landlord provides duplicate or similar coverage, and in such
circumstance Landlord's policy will be excess over Tenant's policy. Tenant shall
furnish certificates of such insurance and such other evidence satisfactory to
Landlord of the maintenance of all insurance coverages required hereunder, and
Tenant shall obtain a written obligation on the part of each insurance company
to notify Landlord at least 30 days before cancellation or a material change of
any such insurance. All such insurance policies shall be in form, and issued by
companies, reasonably satisfactory to Landlord. 

           (b) WAIVER OF NEGLIGENCE CLAIMS; NO SUBROGATION. Landlord and Tenant
each waives any claim it might have against the other for any damage to or
theft, destruction, loss or loss of use of any property, to the extent the same
is insured against under any insurance policy maintained by it that covers the
Building, the Premises, Landlord's or Tenant's fixtures, personal property,
leasehold improvements, or business, or is required to be insured by it against
under the terms hereof, regardless of whether the negligence or fault of the
other party caused such loss; however, Landlord's waiver shall not include any
deductible amounts on

<PAGE>   4

insurance policies carried by Landlord. Each party shall cause its insurance
carrier to endorse all applicable policies waiving the carrier's rights of
recovery under subrogation or otherwise against the other party.

        7. CONDEMNATION; FIRE OR OTHER CASUALTY. If any part of the Building is
taken by right of eminent domain or conveyed in lieu thereof or if the Building
is damaged by fire or other casualty, either party may terminate this Lease by
delivering to the other written notice thereof.

        8. TAXES. Tenant shall be liable for all taxes levied or assessed
against personal property, furniture, or fixtures placed by Tenant in the

        9. EVENTS OF DEFAULT; REMEDIES. Each of the following occurrences shall
constitute an "EVENT OF DEFAULT":

           (a) Tenant's failure to pay Rent when due;

           (b) Tenant's failure to perform, comply with, or observe any other
agreement or obligation of Tenant under this Lease and the continuance thereof
for 10 days after Landlord delivers to Tenant written notice thereof.

Upon any Event of Default, Landlord may, in addition to all other rights and
remedies afforded Landlord hereunder or by law or equity, terminate this Lease
by giving Tenant written notice thereof. Additionally, without notice, Landlord
may enter upon the Premises to perform any of Tenant's unperformed obligations
hereunder and alter locks or other security devices at the Premises to deprive
Tenant of access thereto, and Landlord shall not be required to provide a new
key or right of access to Tenant. Tenant shall pay to Landlord all costs
incurred by Landlord (including court costs and reasonable attorneys' fees and
expenses) in (1) obtaining possession of the Premises, (2) removing and storing
Tenant's or any other occupant's property, (3) performing Tenant's obligations
which Tenant failed to perform, and (4) enforcing, or advising Landlord of, its
rights, remedies, and recourses arising out of the Event of Default. 

        10. SURRENDER OF PREMISES. At the expiration or termination of Tenant's
right to possess the Premises, Tenant shall deliver to Landlord the Premises
with all improvements located thereon in good repair and condition, reasonable
wear and tear (and condemnation and fire or other casualty damage) excepted, and
shall deliver to Landlord all keys to the Premises. Tenant may remove all
unattached trade fixtures, furniture, and personal property placed in the
Premises by Tenant. Additionally, Tenant shall, at Landlord's option, remove
such alterations, additions, improvements, trade fixtures, equipment, wiring,
and furniture installed or placed in the Premises by Tenant as Landlord may
request. Tenant shall repair all damage caused by such removal. All items not so
removed shall be deemed to have been abandoned by Tenant and may be
appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord
without notice to Tenant and without any obligation to account for such items.
The provisions of this Section 10 shall survive the end of the Term.


           (a) make inspections, repairs, alterations, additions, changes, or
improvements, whether structural or otherwise, in and about the Building, or any
part thereof, for such purposes, enter upon the Premises and, during the
continuance of any such work, temporarily close doors, entryways, public space,
and corridors in the Building; interrupt or temporarily suspend Building
services and facilities; and change the arrangement and location of entrances or
passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or
other public parts of the Building;

           (b) take such reasonable measures as Landlord deems advisable for the
security of the Building and its occupants;

           (c) enter the Premises at all reasonable hours to show the Premises
to prospective purchasers, lenders, or tenants.

        12. MISCELLANEOUS.

           (a) LANDLORD'S TRANSFER; LANDLORD'S LIABILITY. Landlord may transfer,
in whole or in part, the Building and any of its rights under this Lease. If
Landlord assigns its rights under this Lease, then Landlord shall thereby be
released from any further obligations hereunder. The liability of Landlord to
Tenant for any default by Landlord under this Lease shall be limited to Tenant's
actual direct, but not consequential, damages therefor and shall be recoverable
from the interest of the Landlord in the Building and the Land, and Landlord
shall not be personally liable for any deficiency.

<PAGE>   5

           (b) NOTICES. All notices and other communications given pursuant to
this Lease shall be in writing and shall be (1) mailed by first class, United
States Mail, postage prepaid, certified, with return receipt requested, and
addressed to the parties hereto at the address specified in the Basic Lease
Information, (2) hand delivered to the intended address, or (3) sent by prepaid
telegram, cable, facsimile transmission, or telex followed by a confirmatory
letter. Notice sent by certified mail, postage prepaid, shall be effective three
business days after being deposited in the United States Mail; all other notices
shall be effective upon delivery to the address of the addressee. The parties
hereto may change their addresses by giving notice thereof to the other in
conformity with this provision.

           (c) SEPARABILITY. If any clause or provision of this Lease is
illegal, invalid, or unenforceable under present or future laws, then the
remainder of this Lease shall not be affected thereby and in lieu of such clause
or provision, there shall be added as a part of this Lease a clause or provision
as similar in terms to such illegal, invalid, or unenforceable clause or
provision as may be possible and be legal, valid, and enforceable.

           (d) AMENDMENTS; AND BINDING EFFECT. This Lease may not be amended
except by instrument in writing signed by Landlord and Tenant. No provision of
this Lease shall be deemed to have been waived by Landlord unless such waiver is
in writing signed by Landlord, and no custom or practice which may evolve
between the parties in the administration of the terms hereof shall waive or
diminish the right of Landlord to insist upon the performance by Tenant in
strict accordance with the terms hereof. The terms and conditions contained in
this Lease shall inure to the benefit of the be binding upon the parties hereto,
and upon their respective successors in interest and legal representatives,
except as otherwise herein expressly provided. This Lease is for the sole
benefit of Landlord and Tenant, and, other than Landlord's Mortgagee, no third
party shall be deemed a third party beneficiary hereof.

           (e) ENTIRE AGREEMENT. This Lease constitutes the entire agreement
between Landlord and Tenant regarding the subject matter hereof and supersedes
all oral statements and prior writings relating thereto, except for those set
forth in this Lease, no representations, warranties, or agreements have been
made by Landlord or Tenant to the other with respect to this Lease or the
obligations of Landlord or Tenant in connection therewith. The normal rule of
construction that any ambiguities be resolved against the drafting party shall
not apply to the interpretation of this Lease or any Exhibits or amendments


         DATED as of the date first written above.

LANDLORD                                           TENANT
TA/WESTERN, L.L.C.                                 MYPOINTS.COM, INC.
a Delaware limited liability company

By:     TA Realty Corp.,
        a Massachusetts corporation,               By: /s/ Robert C. Hoyler
        its manager                                Name: _______________________
                                                   Title: ______________________

        By: /s/ Scott Oran
        Name: Scott Oran
        Title: Regional Director

<PAGE>   6

                                    EXHIBIT A


<PAGE>   7

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

        The following rules and regulations shall apply to the Premises, the
Building, the parking garage associated therewith, the Land and the
appurtenances thereto:

        1. Sidewalks, doorways, vestibules, halls, stairways, and other similar
areas shall not be obstructed by tenants or used by any tenant for purposes
other than ingress and egress to and from their respective leased premises and
for going from one to another part of the Building.

        2. Plumbing, fixtures and appliances shall be used only for the purposes
for which designed, and no sweepings, rubbish, rags or other unsuitable material
shall be thrown of deposited therein. Damage resulting to any such fixtures or
appliances from misuse by a tenant or its agents, employees or invitees, shall
be paid by such tenant.

        3. No signs, advertisements or notices shall be painted or affixed on or
to any windows or doors or other part of the Building without the prior written
consent of the Landlord. No nails, hooks or screws shall be driven or inserted
in any part of the Building except by Building maintenance personnel. No
curtains or other window treatments shall be placed between the glass and the
Building standard window treatments.

        4. Landlord shall provide and maintain an alphabetical directory for all
tenants in the main lobby of the Building.

        5. Landlord shall provide all door locks in each tenant's leased
premises, at the cost of such tenant, and no tenant shall place any additional
door locks in its leased premises without Landlord's prior written consent.
Landlord shall furnish to each tenant a reasonable number of keys to such
tenant's leased premises, at such tenant's cost, and no tenant shall make a
duplicate thereof.

        6. Movement in or out of the Building of furniture or office equipment,
or dispatch or receipt by tenants of any bulky material, merchandise or
materials which require use of elevators or stairways, or movement through the
Building entrances or lobby shall be conducted under Landlord's supervision at
such times and in such a manner as Landlord may reasonably require. Each tenant
assumes all risks of and shall be liable for all damage to articles moved and
injury to persons or public engaged or not engaged in such movement, including
equipment, property and personnel of Landlord if damaged or injured as a result
of acts in connection with carrying out this service for such tenant.

        7. Landlord may prescribe weight limitations and determine the locations
for safes and other heavy equipment or items, which shall in all cases be placed
in the Building so as to distribute weight in a manner acceptable to Landlord
which may include the use of such supporting devices as Landlord may require.
All damages to the Building caused by the installation or removal of any
property of a tenant, or done by a tenant's property while in the Building,
shall be repaired at the expense of such tenant.

        8. Corridor doors, when not in use, shall be kept closed. Nothing shall
be swept or thrown into the corridors, halls, elevator shafts or stairways. No
birds or animals shall be brought into or kept in, on or about any tenant's
leased premises. No portion of any tenant's leased premises shall at any time be
used or occupied as sleeping or lodging quarters.

        9. Tenant shall cooperate with Landlord's employees in keeping its
leased premises neat and clean. Tenants shall not employ any person for the
purpose of such cleaning other than the Building's cleaning and maintenance

        10. To ensure orderly operation of the Building, no ice, mineral or
other water, towels, newspapers, etc. shall be delivered to any leased area
except by persons approved by Landlord.

        11. Tenant shall not make or permit any improper, objectionable or
unpleasant noises or odors in the Building or otherwise interfere in any way
with other tenants or persons having business with them.

        12. No machinery of any kind (other than normal office equipment) shall
be operated by any tenant on its leased area without Landlord's prior written
consent, nor shall any tenant use or keep in the Building any flammable or
explosive fluid or substance.

<PAGE>   8

        13. Landlord will not be responsible for lost or stolen personal
property, money or jewelry from tenant's leased premises or public or common
areas regardless of whether such loss occurs when the area is locked against
entry or not.

        14. No vending or dispensing machines of any kind may be maintained in
any leased premises without the prior written permission of Landlord.

        15. All mail chutes located in the Building shall be available for use
by Landlord and all tenants of the Building according to the rules of the United
States Postal Service.