Fourth Amendment To Build-to-suit Net Lease

Exhibit 10.2

FOURTH AMENDMENT TO BUILD-TO-SUIT

NET LEASE THIS FOURTH AMENDMENT TO BUILD-TO-SUIT NET LEASE (this " Amendment" ) is made and entered into as of September 3, 2004 by and between OPUS REAL ESTATE TEXAS IV LIMITED PARTNERSHIP, a Delaware limited partnership (" Landlord" ) and ADS ALLIANCE DATA SYSTEMS, INC., a Delaware corporation (" Tenant" ).

RECITALS

A. Landlord and Tenant are parties to a certain Build-to-Suit Net Lease dated January 29, 1998 by and between Tenant and Opus South Corporation (" Opus South" ), as amended by a certain First Amendment to Build-to-Suit Net Lease dated as of February 16, 2000, as further amended by a certain Second Amendment to Build-to-Suit Net Lease dated as of December 4, 2000, and as further amended by a certain Third Amendment to Build-to-Suit Net Lease dated as of September 10, 2001 (as amended, the " Lease" ). Opus South assigned all of the landlord' s interest in the Lease to Oaklawn Alliance, L.L.C. on December 3, 1998, and Oaklawn Alliance, L.L.C. further assigned all of the landlord' s interest in the Lease to Landlord on November 15, 2001. Capitalized terms used herein but not otherwise defined shall have the meanings given them in the Lease.

B. Pursuant to Section 18(j) of the Lease, upon Tenant' s approval of the Tenant' s Expansion Cost Proposal, the terms of the Lease were to be automatically amended to provide, among other things, that the Tenant would have an option to terminate the Lease as to the Expansion Building only, at any time after the end of the seventh (7 th ) anniversary of the Expansion Commencement Date upon certain terms and conditions (the " Termination Right" ). Tenant approved the Tenant' s Expansion Cost Proposal, and the Expansion Commencement Date was (i) for the First Floor and Second Floor of the Expansion Building, September 18, 2000, and (ii) for the Third Floor of the Expansion Building, October 16, 2000. Accordingly, the Lease has been automatically amended to include, among other things, the Termination Right.

C. Landlord and Tenant desire to amend the Lease to remove the Termination Right upon the terms and conditions set forth herein.

AGREEMENTS

NOW, THEREFORE in consideration of the premises and one dollar and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties ...