LEASE AGREEMENT

Exhibit 10.19

LEASE

RIDGEWOOD CORPORATE CENTER

by and between

MILFORD PARTNERS, LLC,

as Landlord,

and

ADS ALLIANCE DATA SYSTEMS, INC. , a Delaware corporation

as Tenant

TABLE OF CONTENTS

EXHIBITS

LEASE

      THIS LEASE (“Lease”) is made as of the                      day of                                          ,                      , between MILFORD PARTNERS, LLC, a Delaware limited liability company (“ Landlord ”), and ADS ALLIANCE DATA SYSTEMS, INC., a Delaware corporation (“ Tenant ”), for space in the building commonly known as Ridgewood Corporate Center, 1000 Summit Drive, Milford, Ohio (such building, together with the land upon which it is situated and common areas, including sidewalks, parking areas and landscaped areas, being herein referred to as the “ Building ”). The following schedule (the “ Schedule ”) sets forth certain basic terms of this Lease:

SCHEDULE

     1.  DEMISE AND TERM. A. Landlord leases to Tenant and Tenant leases from Landlord the premises (the “Premises”) described in Item 1 of the Schedule and shown on the plan attached hereto as Exhibit A, subject to the covenants and conditions set forth in this Lease, for a term (the “Term” ) commencing on the date (the “Commencement Date”) described in Item 2 of the Schedule and expiring on the date (the “Expiration Date”) described in Item 3 of the Schedule, unless terminated earlier as otherwise provided in this Lease.

      B.  Option to Extend Term. Tenant, by written notice to Landlord given no later than six (6) full calendar months prior to the Expiration Date of this Lease (as the same may be extended), shall have the option to extend this Lease for two (2) additional consecutive five (5) year periods (each an “Option Period” and collectively the “Option Periods”) commencing on the expiration of the Term of this Lease, pursuant to all of the terms, covenants, and conditions of this Lease and at the Fair Market Rent (as defined below) provided that at the time the notice hereinabove referred to is given and at the time any Option Period commences, and at all times in between, Tenant is not in default beyond any applicable cure period hereunder. “Fair Market Rent” as used herein, shall mean, as of any date, the then prevailing annual rental rate being charged in comparable buildings in the Milford, Ohio submarket and surrounding areas, comparable to the space in the building of which the Premises form a part for which such determination is being made after taking into consideration the following (to the extent that same are applicable under the circumstances in question):

     Landlord shall deliver written notice to Tenant of Landlord’s proposed Fair Market Rent not less than two hundred seventy (270) days and not more than three hundred thirty (330) days in advance of the time that Tenant is required to exercise any election to extend the Term of this Lease (“Landlord’s FMR Notice”). Within thirty (30) days of Tenant’s receipt of Landlord’s FMR Notice, Tenant shall notify Landlord that it either (a) accepts the Fair Market Rent set forth in Landlord’s FMR Notice; or (b) rejects the Fair Market Rent set forth in Landlord’s FMR Notice. If Tenant elects to accept the Fair Market Rent set forth in Landlord’s FMR Notice, this Lease shall be amended to reflect the Landlord’s proposed Fair Market Rent for the Option Period and the extended Expiration Date. If Tenant fails to respond to Landlord’s FMR Notice, Tenant shall be deemed to have rejected Landlord’s proposed Fair Market Rent, as set forth in Landlord’s FMR Notice.

     If Tenant rejects the Fair Market Rent set forth in Landlord’s FMR Notice or if Tenant fails to respond to Landlord’s FMR Notice, the parties, acting in good faith, shall have a period of thirty (30) days in which to agree upon the Fair Market Rent for the Option Period, said 30 day period to commence at the expiration of the thirty (30) day period permitted to Tenant to accept or reject the Fair Market Rent specified in Landlord’s FMR Notice. If the parties are unable to agree upon the Fair Market Rent within said thirty (30) day period, Tenant’s right to extend the Lease shall be deemed of no force and affect and this Lease shall be deemed to have expired on the Expiration Date, or, if this Lease has previously been extended, upon such extended Expiration Date.

     2.  RENT.

     A. Definitions. For purposes of this Lease, the following terms shall have the following meanings:

     B. Components of Rent. Tenant agrees to pay the following amounts to Landlord at the office of the Building or at such other place as Landlord designates:

      C. Payment of Rent. The following provisions shall govern the payment of Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year the Building is not fully rented and occupied (fully rented and occupied shall mean that ninety-five percent (95%) of the Rentable Square Feet of the Building is occupied by tenants under lease), Landlord may elect to make an appropriate adjustment of variable Expenses for such year to determine the Expenses that would have been paid or incurred by Landlord had the Building been fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses for such year; (iv) any sum due from Tenant to Landlord which is not paid when due shall bear interest from the date due until the date paid at the annual rate of five percentage (5%) points above the Prime Rate then in effect, but in no event higher than the maximum rate permitted by law (the “Default Rate ”); and, in addition, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five (5) days after its due date equal to five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant’s Proportionate Share; (vi) Tenant, or an independent certified accounting firm retained by Tenant on an hourly fee basis (and not on a contingency fee basis), shall have the right to inspect Landlord’s accounting records relative to Expenses and Taxes during normal business hours at any time within thirty (30) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall take written exception to any item in any such statement within such thirty (30) day period, such statement shall be considered as final and accepted by Tenant; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant’s agreement to pay any such sums and Landlord’s obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination or expiration of this Lease; (viii) no adjustment

to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building; (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

     3.  USE. Tenant will use the Premises solely for office and storage purposes consistent with a first class office and research park and no other purposes. Tenant will not use the Premises for retail or manufacturing purposes and will not cause or permit any waste or damage to the Premises, the Building or the land upon which the Building is located and will not occupy or use the Premises for any business or purpose which is unlawful, hazardous, unsanitary, noxious or offensive or which unreasonably interferes with the business operations of other tenants in the Building. If the nature of Tenant’s use or occupancy of the Premises causes any increase in Landlord’s insurance premiums over and above those chargeable for use of the Premises for office and storage of items which are not extra-hazardous and which do not contain hazardous substances then Tenant will pay the resulting increase within 10 days after its receipt of a statement from Landlord setting forth the amount thereof.

     4.  HAZARDOUS SUBSTANCES. Landlord represents to Tenant that, to Landlord’s knowledge, as of the Commencement Date, there are no Hazardous Substances in the Premises or Building in violation of any applicable laws. Tenant acknowledges that the term “to Landlord’s knowledge” means that Landlord’s knowledge is limited to that certain Phase I Environmental Report dated June 14, 1999, prepared by Eckland Consultants, Inc., and that Landlord has performed no further investigation. In no event shall Tenant be held liable or responsible for any pre-existing Hazardous Substances in the Premises or from Hazardous Substances placed in the Premises during Tenant’s occupancy by Landlord or Landlord’s agents, contractors or invitees, or any other tenant of the Building. Tenant will not itself, nor permit others to, use, store, generate, treat or dispose of any Hazardous Substance (as hereinafter defined) on or about the Premises, except for immaterial amounts that are exempt from or do not give rise to any violation of applicable law and then only to the extent handled, stored, used, and disposed of in accordance with all Environmental Laws (hereinafter defined). Tenant agrees to indemnify, defend and hold Landlord harmless from any liability or expense (including, without limitation, the fees of Landlord’s attorneys and consultants and the cost of any required remediation or clean-up) incurred by or claimed against Landlord as a result of Tenant’s breach of the covenant contained in this paragraph. The foregoing covenant will survive the expiration or termination of this Lease. The term “Hazardous Substance” means any “hazardous substance”, “toxic substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation and Liability Act), “hazardous waste” (as that term is defined in the Resource Conservation Recovery Act). and as the foregoing terms may be defined in any other applicable state or federal laws, rules, regulations, orders, or ordinances (“Environmental Laws”), polychlorinated biphenyls, asbestos, radioactive material or any other pollutant, contaminant or hazardous, dangerous or toxic material or substance which is regulated by any

federal, state or local law, regulation, ordinance or requirement. Landlord agrees to indemnify, defend and hold harmless Tenant from and against any liability or expenses, including, without limitation, reasonable attorneys’ fees and costs of litigation incurred by Tenant in connection with the use by Landlord of any portion of the Building for any activities involving, directly or indirectly, the use, generation, treatment, storage or disposal of any Hazardous Substance, but excluding instances where Tenant, or anyone having access to the Building by through or under Tenant has utilized the Premises or Building in violation of this Section 4. Notwithstanding the foregoing, Landlord’s indemnification is limited to actual out of pocket costs incurred by Tenant and excludes any consequential or other damages.

     5.  CONDITION OF PREMISES.

     A. Condition at Turnover. Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when Tenant took possession. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Building (or to provide Tenant with any credit or allowance for the same), and no representation regarding the condition of the Premises or the Building, have been made by or on behalf of Landlord or relied upon by Tenant, except as stated in the Workletter attached hereto as Exhibit B, if any. With the exception of the Workletter, Tenant agrees to accept the Premises in its as is, where located condition, all work to be performed at the Premises, if any to be performed by Tenant at Tenant’s sole cost and expense and hereinafter referred to as “Tenant’s Work”. Notwithstanding the foregoing, all Building systems shall be in working order at the time of delivery of possession and all windows in the Premises shall have Building standard window treatments. If any Landlord Work is indicated in Exhibit B, Landlord shall obtain customary one year warranties on new construction. Warranties received in connection with Landlord’s work shall inure to the benefit of Tenant.

     B. Substantial Completion Date. Subject to the provisions of Section 26.J. and Exhibit B hereof, Landlord agrees that it will substantially complete Landlord’s Work as defined in Exhibit B hereof on or before the date which is ninety (90) days from the date of mutual execution and delivery of this Lease (“Substantial Completion Date”). “Substantially Complete” and “Substantial Completion” have the meaning set forth in Exhibit B. The Substantial Completion Date shall be deemed automatically extended by a period equivalent to any additional time required therefor caused by Tenant’s (i) changes in the Workletter, (ii) failure to specify finishes within the time set forth in Exhibit B, or (iii) interference with Landlord’s timely performance of Landlord’s Work. The foregoing are hereinafter referred to as “Tenant Delays”. In the case of a Change Order (as defined in Exhibit B), the parties shall evidence any delay in the Substantial Completion Date at the time of entering into the signed Change Orders described in this Section 5, which Change Orders shall contain the new estimated Substantial Completion Date. With respect to Tenant’s failure to timely select finishes, the extension of the Substantial Completion Date shall be automatic and proportionate, based upon the number of days in excess of three (3) business days from request for either approval or selection of finish items until Landlord’s receipt of written confirmation of the same. Any claim of interference with the performance of Landlord’s Work shall be made in writing. Landlord’s Work shall comply with applicable codes

including, without limitation, the Americans with Disabilities Act, to the extent the same relate hereto.

     C. Delay in Substantial Completion. Subject to the provisions of this Section 5.C. and Exhibit B, Landlord agrees, if a delay occurs in completion of Landlord’s Work beyond the Substantial Completion Date, which delay is not the result of force majeure (as described in Section 26.J. hereof), or Tenant Delays (except for any delays in installation of the fiber optics line described in Exhibit B, which Tenant acknowledges is not entirely within Landlord’s control), then Tenant shall be entitled to a rent abatement of Fifteen Thousand Dollars ($15,000.00) per month for each month beyond December 13, 2004 that Landlord fails to deliver possession of the Premises to Tenant with Landlord’s Work Substantially Complete, not to exceed Sixty Thousand Dollars ($60,000.00) in the aggregate. Said sum shall be prorated for any partial month.

     D. Revisions to Landlord’s Work. Landlord shall not be required to make any changes, additions or alterations to Landlord’s Work (as the same is reflected in Exhibit B hereof) until Landlord and Tenant have entered into an appropriate Change Order evidencing Tenant’s agreement to pay all excess costs (over and above Landlord’s original costs) resulting from such Change Order.

     E. Landlord’s Contribution. So long as Tenant is not in default of this Lease after the notice, and beyond any applicable cure period, set forth in Section 17 hereof, Landlord shall pay to Tenant, as “Landlord’s Contribution” the sum of $5.00 per rentable square foot of floor area of the Premises, to be used for Tenant’s relocation costs, which amount shall be paid within thirty (30) days of the last to occur of all of the following:

     F. Increase in Landlord’s Contribution. Tenant may request by written notice to Landlord, an increase in Landlord’s Contribution by an amount equal to Five and No/100 Dollars ($5.00) per rentable square foot of the Premises (the “Additional Contribution”). If Tenant elects to increase Landlord’s Contribution by the Additional Contribution, then (a) the Additional Contribution (principle and interest) shall be amortized over a five (5) year period at an interest rate equal to Landlord’s borrowing cost together with any associated expenses and the Monthly Base Rent payable hereunder shall be increased by the amount of principle and interest resulting therefrom; (b) the

Additional Contribution shall be considered part of Landlord’s Contribution for all purposes hereunder; and (c) the parties shall amend this Lease within fifteen (15) days of Tenant’s election to evidence the increase in Base Rent.

     6.  UTILITIES. Tenant, at Tenant’s sole cost and expense, will pay all costs associated with the provision of all utility services to the Premises, including, without limitation, telephone, gas, electricity, water and sewer service. To the extent possible, all utility services will be separately metered by Tenant, at Tenant’s sole cost and expense, to the Premises and placed in Tenant’s name. If it is not possible to place a utility service on a separate meter in Tenant’s name, then all costs associated with the provision of such utility service to the Premises will, at Landlord’s option, either: (a) be billed directly by Landlord to Tenant and paid by Tenant within 10 days after its receipt of such billing; or (b) included as part of Expenses and paid by Tenant in accordance with the provisions of Section 2 above. Landlord will not be liable to Tenant, nor will Tenant be relieved of any obligation hereunder if any utility service to the Premises is interrupted for any reason, provided, however, if power, water or HVAC services to the Premises are interrupted as a result of Landlord’s act or negligence and Tenant is unable to operate its business from the Premises for a period of two (2) consecutive business days, then Base Rent and Adjustment Rent shall be abated until such services are restored.

     Except to the extent of the requirement to provide access to a fiber optics line as required by Exhibit B, Landlord shall have no obligation or duty to provide Tenant with any telecommunications devices or other forms of data delivery services. Tenant covenants and agrees to make all arrangements and to enter into such contracts or other agreements as may be necessary, from time-to-time, for Tenant’s telecommunications and data delivery services in the Premises. Tenant shall pay all charges, including but not limited to the cost of installation of necessary wiring, conduits and equipment for all such telecommunication and data delivery systems. In the event Tenant shall desire to use any portion of the Building not within the Premises for any equipment that will provide, improve, add or in any way serve the telecommunication or data delivery services of, for or to Tenant, Tenant shall obtain the prior written approval of the Landlord. Tenant shall provide to Landlord such plans and specifications therefor as may be requested by Landlord in the exercise of the reasonable business judgment of Landlord. In addition to the foregoing, Landlord shall have the right to require that, in connection with the installation, maintenance, repair, replacement and any other use of the foregoing, Tenant provide to Landlord such waivers and indemnities (as they relate to said equipment, the security therefor, the non-exclusive nature of any grant by Landlord for the use of any portion of the Building for such purposes, and any damages or injury that may be sustained by Tenant or its business or operations from such installation, maintenance, repair, replacement or use) as may be requested by Landlord in the exercise of its reasonable business judgment.

     7.  MAINTENANCE AND REPAIR.

     A. Tenant Obligations. With the exception of the obligations of the Landlord set forth in Section 7.B,Tenant will at its sole expense maintain the Premises in a firs