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                                                                   EXHIBIT 10.45



                                                                  EXECUTION COPY







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                  CONVERTED ACCOUNTS/RECEIVABLES SALE AGREEMENT



                          dated as of October 31, 2000

                                  by and among



                          CREDIT STORE SERVICES, INC.,



                                       and



                             THE CREDIT STORE, INC.,





         ---------------------------------------------------------------




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                  CONVERTED ACCOUNTS/RECEIVABLES SALE AGREEMENT

         CONVERTED ACCOUNTS/RECEIVABLES SALE AGREEMENT, dated as of October 31,
2000 (this "Agreement"), by and between THE CREDIT STORE, INC., a Delaware
corporation ("TCSI"), and CREDIT STORE SERVICES, INC., a Delaware corporation
(the "Buyer").


         WHEREAS, the Buyer, an Affiliate of TCSI, owns Unconverted Accounts
and, in the ordinary course of attempting to collect such debt, TCSI, as the
"Servicer" pursuant to the Loan Agreement, offers certain of the Obligors the
opportunity to transfer such debt to a credit card issued by a third party.

         WHEREAS, in connection with, and to facilitate, such conversion, the
Buyer wishes to transfer to TCSI all Unconverted Accounts owned by the Buyer on
which the respective Obligors have agreed to Convert such Unconverted Accounts
and TCSI wishes to transfer to the Buyer all Receivables in the related
Converted Accounts existing on the Conversion Date.

         WHEREAS, the Buyer, wishes to purchase from time to time on or after
the Closing Date certain consumer revolving credit card receivables owned by
TCSI and arising in the Converted Accounts from time to time after the related
Conversion Dates.

         WHEREAS, TCSI desires to sell and assign from time to time such
receivables to the Buyer upon the terms and conditions hereinafter set forth.

         NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Buyer and TCSI hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1 Definitions. For all purposes of this Agreement, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms used herein shall have the following meanings assigned to
them:

         "Account Documents" means customer agreements, notes, security
agreements, financial statements, and such other evidences of indebtedness or
documents and electronic tapes in the Buyer's possession relating to the
Unconverted Accounts.




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         "Affiliate" means, as to any Person, any other Person which, directly
     or indirectly, is in control of, is controlled by, or is under common
     control with, such Person. A Person shall be deemed to control another
     Person if the controlling Person possesses, directly or indirectly, the
     power to direct or cause the direction of the management and policies of
     the other Person, whether through the ownership of voting securities, by
     contract or otherwise.

         "Business Day" shall mean any day other than a Saturday or Sunday, or a
     date on which TCSI or the Buyer or commercial banks in the States of
     Minnesota and South Dakota generally are closed for regular business.

         "Chattel Paper" means any "chattel paper," as such term is defined in
     the Code.

         "Closing Date" means October 31, 2000.

         "Code" means the Uniform Commercial Code as the same may, from time to
     time, be enacted and in effect in the State of South Dakota, including
     after July 1, 2001.

         "Collection Account" means account number 6355068511 at Wells Fargo
     Bank Minnesota, National Association or any other account designated by the
     Buyer with the consent of the Lender.

         "Collections" shall mean all payments made by Obligors on account of
     the Receivables, together with any other collections, income, interest,
     principal, penalty, late fees, extension fees, prepayment fees, or other
     fees on account of the Receivables, and any proceeds from the sale or other
     disposition of the Receivables.

         "Conversion Date" means the date on which all or part of the
     outstanding balance on an Unconverted Account is transferred to a newly
     issued credit card account and the remaining balance, if any, of such
     Unconverted Account is cancelled.

         "Convert" means the act of causing the Obligor with respect to an
     Unconverted Account to agree to convert all or part of the outstanding
     balance of such Unconverted Account to a current outstanding balance on a
     newly issued credit card.

         "Converted Accounts" means each credit card account established between
     an Issuing Bank and an Obligor as the result of the Obligor's decision to
     Convert an Unconverted Account, the Receivables of which are transferred to
     the Buyer pursuant to Section 2.2, and identified in the records of TCSI
     and the buyer as Pool Identification Number 2000100.






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         "Converted Receivables" means the credit card receivables outstanding
     on a Converted Account immediately after an Unconverted Account is
     Converted.

         "Converted Conveyed Property" has the meaning set forth in Section
     2.1(b).

         "Conveyed Property" means the Converted Conveyed Property and the New
     Receivables Conveyed Property.

         "Credit and Collection Policy" shall mean those credit, collection,
     customer relations and customer service policies and practices and other
     written policies and procedures of TCSI relating to the Receivables as in
     effect from time to time.

         "Daily Purchase Report" shall mean a daily report prepared by TCSI
     showing the Purchase Price of New Receivables generated since the previous
     report, the aggregate amount, if any, owing to the Buyer pursuant to
     Section 6.1 and the aggregate amount of cash owing for New Receivables.

         "Date of Processing" means, with respect to any transaction with
     respect to a Receivable or Collections, the date on which such transaction
     is settled according to TCSI's computer records.

         "Dilution" means a downward adjustment in the amount of any New
     Receivable because of a return, rebate, refund, unauthorized charge, or
     billing error to an Obligor, because such New Receivable was created in
     respect of merchandise which was refused or returned by an Obligor, or
     because such New Receivable was discovered to have been created through a
     fraudulent or counterfeit charge.

         "General Intangibles" means any "general intangibles," as such term is
     defined in the Code.

         "Governmental Authority" means any government or political subdivision
     or any agency, authority, bureau, central bank, commission, department, or
     instrumentality of any such government or political subdivision or any
     court, tribunal, grand jury, or arbitrator, in each case whether foreign or
     domestic.

         "Ineligible Receivable" has the meaning given such term in Section
     6.1(a).

         "Instruments" means any "instruments," as such term is defined in the
     Code.





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         "Issuing Bank" means First National Bank in Brookings, Bank of Hoven,
     or any other banks that are members of MasterCard(R) or VISA(R) that issue
     Converted Accounts in connection with the transfer of balances by TCSI to
     such Issuing Banks under a purchase or similar agreement.

         "Lender" means The Varde Fund IV-A, L.P., a Delaware limited
     partnership, and its successors and permitted assigns under the Loan
     Agreement.

         "Lien" means a lien, security interest, pledge, hypothecation,
     collateral assignment, charge, encumbrance, or other right or claim of any
     Person other than an unfiled lien for tax accrued but not yet payable.

         "Loan Agreement" means the Master Loan and Servicing Agreement of even
     date herewith by and among the Buyer, as borrower, the Lender, as lender,
     and TCSI, as servicer, as such agreement is amended, modified or
     supplemented from time to time.

         "Lockbox Account" shall mean the account established pursuant to the
     Lockbox Agreement.

         "Lockbox Agreement" shall mean that certain Amended and Restated
     Lockbox Agreement of even date herewith among the Buyer, various Affiliates
     of the Buyer, the Lender, TCSI (individually and as the Servicer), Wells
     Fargo Bank South Dakota, N.A., Wells Fargo Bank Minnesota, N.A., as the
     paying agent, and lenders of the Buyer's Affiliates, pursuant to which
     amounts on deposit in the Lockbox Account relating to Collections received
     from Obligors will be segregated and deposited in the Collection Account
     and will contain intercreditor provisions, as such agreement may be
     amended, restated, or otherwise modified or replaced from time to time.

         "Material Adverse Effect" means, with respect to any event or
     circumstance, a material adverse effect on:

              (a) the ability of TCSI or the Buyer to perform its obligations
         under this Agreement;

              (b) the validity or enforceability of this Agreement;

              (c) the status, existence, perfection, priority or enforceability
         of the sale or transfer of the Converted Accounts or Receivables
         pursuant to this Agreement; or

              (d) the validity, enforceability or collectibility of the
         Receivables, taken as a whole.









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              "New Receivables" means credit card receivables originated on
         Converted Accounts after the applicable Conversion Date.

              "New Receivables Conveyed Property" has the meaning set forth in
         Section 2.2.

              "Obligor" means any Person obligated with respect to an
         Unconverted Account or a Receivable.

              "Person" means any natural person, limited liability company,
         corporation, partnership, joint venture, firm, association, trust,
         unincorporated organization, governmental agency or political
         subdivision or any other entity, whether acting in an individual,
         fiduciary or other capacity.

              "Proceeds" means "proceeds" as defined in Section 9-306(1) of the
         Code.

              "Purchase Price" has the meaning set forth in Section 3.1.

              "Receivables" means, collectively, Converted Receivables and New
         Receivables.

              "Relevant UCC State" means each jurisdiction in which the filing
         of a Code financing statement is necessary to perfect the ownership
         interest and security interest of the Buyer established under this
         Agreement.

              "Requirements of Law" for any Person means the certificate of
         incorporation or articles of association and by-laws or other
         organizational or governing documents of such Person, and any material
         law, treaty, rule or regulation, or determination of an arbitrator or
         Governmental Authority, in each case applicable to or binding upon such
         Person or to which such Person is subject.

              "Unconverted Account(s)" means each charged off consumer debt,
         including accounts receivable, other receivables, book debts and other
         forms of obligations identified in the records of TCSI and the Buyer as
         Pool Identification Number 2000100, including (a) "accounts," as such
         term is defined in the Code (including any such obligation that may be
         characterized as an account or contract right under the Code), (b)
         Chattel Paper or Instruments, and (c) all General Intangibles
         consisting of a right to receive a payment of money.

              Section 1.2 Other Definitional Provisions. The words "hereof,"
     "herein," and "hereunder" and words of similar import when used in this
     Agreement shall refer to this Agreement as a whole and not to any
     particular provision of this Agreement. Section and Schedule references
     contained in this Agreement are






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     references to Sections and Schedules in or to this Agreement unless
     otherwise specified. All capitalized terms not otherwise defined herein are
     defined in the Loan Agreement. In the event that any term or provision
     contained herein shall conflict with or be inconsistent with any provisions
     contained in the Loan Agreement, the terms and provisions contained herein
     shall govern with respect to this Agreement.

              Section 1.3 Computation of Time Periods. Unless otherwise stated
     in this Agreement, in the computation of a period of time from a specified
     date to a later specified date, the word "from" means "from and including"
     and the words "to" and "until" each means "to but excluding."

                                   ARTICLE II

                       TRANSFERS, PURCHASE AND CONVEYANCE

              Section 2.1 Exchange of Unconverted Accounts and Converted
     Receivables. The transfers referred to in subsections (a) and (b) below
     shall be deemed to occur concurrently on the Conversion Date with respect
     to an Unconverted Account:

                  (a) Upon the terms and subject to the conditions set forth
         herein, the Buyer does hereby assign, transfer, set-over, and otherwise
         convey to TCSI, and TCSI does hereby accept the transfer from the
         Buyer, all of the Buyer's right, title, and interest in, to, and under
         (i) the Unconverted Accounts now existing and hereafter acquired that
         become Converted Accounts, including, without limitation, all accounts,
         General Intangibles, Chattel Paper, contract rights, Instruments and
         other obligations of any Obligor with respect to such Unconverted
         Accounts, now or hereafter existing, including, without limitation, (A)
         the account relationship and (B) any Account Document with respect to
         such Unconverted Accounts, (ii) the related Asset Purchase Agreements,
         and (iii) all Proceeds of any of the foregoing.

                  (b) In consideration of the transfer to TCSI set forth in
         Section 2.1(a) above and upon the terms and subject to the conditions
         set forth herein, TCSI does hereby assign, transfer, set-over, and
         otherwise convey to the Buyer, and the Buyer does hereby accept the
         transfer from TCSI, all of TCSI's right, title, and interest in, to,
         and under (i) the Converted Receivables now existing and hereafter
         created in connection with the Converted Accounts including, without
         limitation, all accounts, General Intangibles, Chattel Paper, contract
         rights, and other obligations of any Obligor with respect to the
         Converted Receivables, now or hereafter existing, including, without
         limitation, any interest, or other fees received by TCSI with respect
         to such Converted Receivables, (ii) all Collections in respect of, and
         other Proceeds of, such Converted Receivables, including, without
         limitation, net recoveries with respect to any defaulted Converted
         Receivables, (iii) all substitutions and






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         replacements for any of the foregoing, and (iv) all Proceeds of any of
         the foregoing (all of the foregoing collectively, the "Converted
         Conveyed Property"). The foregoing transfer, assignment, set-over, and
         conveyance does not constitute and is not intended to result in a
         creation or an assumption by the Buyer of any obligation of TCSI in
         connection with the Converted Conveyed Property or any agreement or
         instrument relating thereto, including, without limitation, any
         obligation to any Obligors, Issuing Banks, merchant banks, merchant
         clearance systems, VISA(R), MasterCard(R), or insurers.

              Section 2.2 Sale of New Receivables. In consideration for the
     Purchase Price and upon the terms and subject to the conditions set forth
     herein, TCSI does hereby sell, assign, transfer, set-over, and otherwise
     convey to the Buyer, and the Buyer does hereby purchase from TCSI, all of
     TCSI's right, title, and interest in, to, and under (i) the New Receivables
     now existing and hereafter created in connection with the Converted
     Accounts including, without limitation, all accounts, General Intangibles,
     Chattel Paper, contract rights, and other obligations of any Obligor with
     respect to the New Receivables, now or hereafter existing, including,
     without limitation, any interest, or other fees received by TCSI with
     respect to such New Receivables, (ii) all Collections in respect of, and
     other Proceeds of, such New Receivables, including, without limitation, net
     recoveries with respect to any defaulted New Receivables, (iii) all
     substitutions and replacements for any of the foregoing, and (iv) all
     Proceeds of any of the foregoing (all of the foregoing collectively, the
     "New Receivables Conveyed Property"). The foregoing sale, transfer,
     assignment, set-over, and conveyance does not constitute and is not
     intended to result in a creation or an assumption by the Buyer of any
     obligation of TCSI in connection with the New Receivables Conveyed Property
     or any agreement or instrument relating thereto, including, without
     limitation, any obligation to any Obligors, Issuing Banks, merchant banks,
     merchant clearance systems, VISA(R), MasterCard(R), or insurers.

              Section 2.3 Marking Records. In connection with the sale and
     conveyance hereunder, TCSI agrees, at its own expense, on or prior to the
     Closing Date, to indicate or cause to be indicated clearly and
     unambiguously in its accounting records that the Conveyed Property has been
     sold to the Buyer pursuant to this Agreement.

              Section 2.4 Sale Intended; Security Interest. It is the express
     intent of TCSI and the Buyer that the conveyance of the Conveyed Property
     by TCSI to the Buyer pursuant to this Agreement be construed as a true sale
     thereof by TCSI to the Buyer and not a grant of a security interest in the
     Conveyed Property by TCSI to the Buyer to secure a debt or other obligation
     of TCSI. However, if notwithstanding the intent of the parties, a court of
     competent jurisdiction holds that the conveyance of the Conveyed Property
     is not a true sale of the Conveyed Property from TCSI to the Buyer, then
     (i) this Agreement also shall be deemed to be and hereby is a security
     agreement within the meaning of the Code, (ii) this Agreement and TCSI's
     books and






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     records shall evidence the Buyer's obligation to pay the Purchase Price,
     and (iii) the conveyance by TCSI provided for in this Agreement shall be
     deemed to be, and TCSI hereby grants to the Buyer a security interest in
     and to, all of TCSI's right, title, and interest in the Conveyed Property
     to secure all obligations now or hereafter arising of TCSI to the Buyer,
     including, without limitation, loans to TCSI in the amount of the Purchase
     Price as set forth in this Agreement. TCSI and the Buyer shall, to the
     extent consistent with this Agreement, take such action as may be necessary
     to ensure that, if this Agreement were deemed to create a security interest
     in the Conveyed Property, such security interest would be deemed to be a
     first priority perfected security interest in favor of the Buyer under
     applicable law and will be maintained as such throughout the term of this
     Agreement. TCSI and the Buyer may rely upon an opinion of counsel addressed
     to them as to what is required to provide the Buyer with such security
     interest; and any such opinion of counsel shall permit the Lender to rely
     on it.

              Section 2.5 Financing Statements. In connection with the foregoing
     concurrent transfers: (i) the Buyer agrees to sign and deliver to TCSI on
     or prior to the Closing Date, at its own expense, a financing statement or
     statements with respect to the Unconverted Accounts transferred to TCSI
     pursuant to Section 2.1(a) meeting the requirements of applicable state law
     in such manner and in such jurisdictions as are necessary to perfect and
     protect the interests of TCSI created hereby under the Relevant UCC State
     against all creditors of and purchasers from the Buyer, and (ii) TCSI
     agrees to record and file on or prior to the Closing Date, at its own
     expense, a financing statement or statements with respect to the Conveyed
     Property meeting the requirements of applicable state law in such manner
     and in such jurisdictions as are necessary to perfect and protect the
     interests of the Buyer created hereby under the Relevant UCC State against
     all creditors of and purchasers from TCSI, and to deliver a file-stamped
     copy of such financing statements or other evidence of such filings to the
     Buyer within 10 days after the Closing Date.

                                   ARTICLE III

                            CONSIDERATION AND PAYMENT

              Section 3.1 Purchase Price; Consideration. The purchase price for
     the Conveyed Property (the "Purchase Price") sold on any day shall be a
     dollar amount equal to, 100% of the aggregate amount of all New Receivables
     sold as of such date, adjusted pursuant to Section 3.2(b). The
     consideration for the Converted Receivables transferred to the Buyer is the
     concurrent transfer of the related Unconverted Accounts from the Buyer to
     TCSI.

                  Section 3.2 Payment of Purchase Price.

              (a) The Purchase Price for New Receivables shall be paid or
         provided for on each New Receivable purchased since the immediately





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         preceding Business Day, in accordance with Section 2.2 of the Loan
         Agreement.

              (b) The Purchase Price shall be adjusted with respect to any New
         Receivable adjusted as a result of Dilution in an amount equal to the
         amount of such Dilution. If such adjustment results in a negative
         Purchase Price, TCSI shall pay such negative amount to the Buyer in
         immediately available funds.

              Section 3.3 Daily Reports. On each Business Day, TCSI shall
     deliver to the Buyer the Daily Purchase Report.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

              Section 4.1 TCSI's Representations and Warranties. TCSI represents
     and warrants to the Buyer as of the Closing Date, and shall be deemed to
     represent and warrant as of each date thereafter on which TCSI transfers
     Converted Receivables to the Buyer or the Buyer purchases New Receivables,
     that:

              (a) Organization and Good Standing. TCSI is a corporation duly
         organized and validly existing in good standing under the laws of the
         State of Delaware and has the corporate power and authority and legal
         right to own its property and conduct its business as such properties
         are presently owned and as such business is presently conducted and to
         execute, deliver, and perform its obligations under this Agreement and
         each other document or instrument to be delivered by TCSI hereunder.

              (b) Due Qualification. TCSI is duly qualified to do business and
         is in good standing (or is exempt from such requirements), as a foreign
         corporation in any state required in order to conduct business except
         where the failure to be so qualified would not have a Material Adverse
         Effect. TCSI holds all of the permits, licenses, certificates, consents
         and other authorizations of applicable Governmental Authorities
         required by law to own and service the Receivables, the absence of
         which would have a Material Adverse Effect.

              (c) Due Authorization. The execution and delivery of this
         Agreement, and the consummation of the transactions provided for
         herein, have been duly authorized by TCSI by all necessary corporate
         action on its part.

              (d) Binding Obligation. This Agreement, and the consummation of
         the transactions provided for herein, constitutes a legal, valid, and
         binding obligation of TCSI, enforceable in accordance with its terms,
         except as enforceability may be limited by applicable bankruptcy,
         insolvency,











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         reorganization, moratorium, or other similar laws now or hereinafter in
         effect, affecting the enforcement of creditors' rights in general and
         general principles of equity.

                  (e) No Conflicts. The execution and delivery of this
         Agreement, and the performance of the transactions contemplated hereby,
         do not (i) contravene TCSI's certificate of incorporation or by-laws or
         (ii) violate any material provision of law applicable to it or require
         any filing (except for the filings under the Code), registration,
         consent, or approval under, any law, rule, regulation, order, writ,
         judgment, injunction, decree, determination, or award presently in
         effect having applicability to TCSI, except for such filings,
         registrations, consents, or approvals as have already been obtained and
         are in full force and effect, or (iii) violate or result in any breach
         of any of the material terms and provisions of, or constitute (with or
         without notice or lapse of time or both) a default under, any material
         indenture, contract, agreement, mortgage, deed of trust, or other
         material instrument to which TCSI is a party or by which it or its
         properties are bound.

                  (f) Taxes. TCSI has filed all material tax returns required to
         be filed and has paid or made adequate provision for the payment of all
         material taxes, assessments, and other governmental charges due from
         TCSI or is contesting any such tax, assessment, or other governmental
         charge in good faith through appropriate proceedings and has set up
         appropriate reserves.

                  (g) No Proceedings. There are no proceedings or investigations
         pending or, to the best knowledge of TCSI, threatened against TCSI,
         before any Governmental Authority (i) asserting the invalidity of this
         Agreement, (ii) seeking to prevent the consummation of any of the
         transactions contemplated hereby, (iii) seeking any determination or
         ruling that would materially and adversely affect the performance by
         TCSI of its obligations hereunder, or (iv) seeking any determination or
         ruling that would materially and adversely affect the validity or
         enforceability hereof.

                  (h) All Consents Required. All approvals, authorizations,
         consents, orders, or other actions of any Governmental Authority
         required in connection with the execution and delivery of this
         Agreement, the performance of the transactions contemplated hereby, and
         the fulfillment of the terms hereof have been obtained.

                  (i) Executive Offices, Collateral Locations, FEIN. The current
         location of TCSI's chief executive office is 3401 North Louise Avenue,
         Sioux Falls, South Dakota 57107 and the place where records with
         respect to the Conveyed Property is located is 3401 North Louise
         Avenue, Sioux Falls, South Dakota 57107. Neither of such locations has
         changed within the twelve







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         (12) months preceding the Closing Date. TCSI's federal employer
         identification number is 87-0296990.

                  (j) Tradenames, Etc. TCSI has, within the last five (5) years,
         operated only under its current legal name except as described below
         and its trade name "The Credit Store." TCSI has not, within the last
         five (5) years, changed its name, identity or corporate structure,
         merged with or into or consolidated with any other corporation, or been
         the subject of any proceeding under the Bankruptcy Code except the
         following:

                  October 11, 1996       Valley West Development Corporation
                                         changed its name to Credit Store, Inc.

                  February 17, 1998      Service One Holdings, Inc. (a Delaware
                                         corporation) merged into Credit Store,
                                         Inc.

                  February 17, 1998      Credit Store Mortgage, Inc. (a Delaware
                                         corporation) merged into Credit Store,
                                         Inc.

                  March 2, 1998          Service One International Corporation
                                         (a South Dakota corporation) merged
                                         into Credit Store, Inc. and name
                                         changed to The Credit Store, Inc.

                  (k) Preference; Voidability. TCSI warrants that the conveyance
         of the Receivables and related Conveyed Property to the Buyer, and each
         such conveyance, shall not have been made for or on account of an
         antecedent debt owed by TCSI to the Buyer and no such transfer is or
         may be voidable under any section of the Bankruptcy Code.

                  (l) No Restriction on Transfer. To the best of TCSI's
         knowledge, no Converted Account or related Account Document requires
         the prior written consent of an Obligor or contains any other
         restriction relating to the transfer or assignment of rights of payment
         under such Converted Account or Account Document (other than a consent
         or waiver of such restriction that has been obtained prior to the
         related purchase date).

     The representations and warranties set forth in this Section 4.1 shall
     survive the transfer of Converted Receivables to the Buyer and the sale of
     the New Receivables to the Buyer. Upon discovery by TCSI or the Buyer of a
     material breach of any of the foregoing representations and warranties, the
     party discovering such breach shall give prompt written notice thereof to
     the other.

                  Section 4.2 TCSI's Representations and Warranties Regarding
     the New Receivables. TCSI shall be deemed to represent and warrant as of
     the date on which





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<PAGE>   13


     TCSI transfers Converted Receivables to the Buyer or the Buyer purchases
     New Receivables, that:

                  (a) The transfer of Receivables by TCSI to the Buyer under
         this Agreement constitutes a valid sale, transfer, assignment,
         set-over, and conveyance to the Buyer of all right, title, and interest
         of TCSI in and to the Receivables, whether then existing or thereafter
         created and arising in connection with the Converted Accounts, and the
         Receivables will be held by the Buyer free and clear of any Lien of any
         Person (other than the Buyer and the Lender) claiming through or under
         TCSI or any of its Affiliates. This Agreement constitutes a valid sale,
         transfer, assignment, set-over, and conveyance to the Buyer of all
         right, title, and interest of TCSI in and to the Conveyed Property
         purported to be sold hereunder, whether existing on the Closing Date or
         thereafter created, and the Proceeds thereof.

                  (b) Immediately preceding the transfer or sale of the
         Receivables and related property pursuant to this Agreement, TCSI is
         (or, with respect to Receivables transferred or sold after the date
         hereof, will be on the date of transfer or sale) the legal and
         beneficial owner of all right, title, and interest in and to each
         Receivable and each Receivable has been or will be transferred to the
         Buyer free and clear of any Lien.

     The representations and warranties set forth in this Section 4.2 shall
     survive the sale, transfer, and assignment of the Receivables to the Buyer.
     Upon discovery by TCSI or the Buyer of a breach of any of the
     representations and warranties set forth in this Section 4.2, the party
     discovering such breach shall give prompt written notice thereof to the
     other. TCSI agrees to cooperate with the Buyer in attempting to cure any
     such breach.

                  Section 4.3 Representations and Warranties of the Buyer. The
         Buyer hereby represents and warrants as of the Closing Date, and shall
         be deemed to represent and warrant as of the date of the creation of
         any Receivable transferred or sold to the Buyer hereunder and the date
         of any transfer of an Unconverted Account to TCSI hereunder, that:

                  (a) Organization and Good Standing. The Buyer is a corporation
         duly organized and validly existing in good standing under the laws of
         the State of Delaware and has the requisite power and authority and
         legal right to own its property and conduct its business as such
         properties are presently owned and such business is presently conducted
         and to execute, deliver, and perform its obligations under this
         Agreement.

                  (b) Due Qualification. The Buyer is duly qualified to do
         business and is in good standing (or is exempt from such requirements)
         as a foreign corporation in any state required in order to conduct
         business. TCSI holds all of the permits, licenses, certificates,
         consents and other authorizations of




                                      -13-

<PAGE>   14


         applicable Governmental Authorities required by law to own and service
         the Receivables, the absence of which would have a Material Adverse
         Effect; provided, however, that no representation or warranty is made
         with respect to any qualifications, licenses, or approvals that the
         Buyer would have to obtain to do business in any state in which the
         Buyer seeks to enforce any Receivable.

                  (c) Due Authorization. The execution and delivery of this
         Agreement and the consummation of the transactions provided for herein
         have been duly authorized by the Buyer by all necessary corporate
         action on its part.

                  (d) No Conflicts. The execution and delivery of this Agreement
         and the performance of the transactions contemplated hereby do not (i)
         contravene the Buyer's certificate of incorporation or by-laws, (ii)
         violate any material provision of law applicable to it, or require any
         filing (except for the filings under the Code), registration, consent,
         or approval under, any law, rule, regulation, order, writ, judgment,
         injunction, decree, determination, or award presently in effect having
         applicability to the Buyer, except for such filings, registrations,
         consents, or approvals as have already been obtained and are in full
         force and effect or (iii) violate or result in any breach of any of the
         material terms and provisions of, or constitute (with or without notice
         or lapse of time or both) a default under, any material indenture,
         contract, agreement, mortgage, deed of trust, or other material
         instrument to which the Buyer is a party or by which it or its
         properties are bound.

                  (e) No Proceedings. There are no proceedings or investigations
         pending or, to the best knowledge of the Buyer, threatened against the
         Buyer, before any Governmental Authority (i) asserting the invalidity
         of this Agreement, (ii) seeking to prevent the consummation of any of
         the transactions contemplated hereby, (iii) seeking any determination
         or ruling that would materially and adversely affect the performance by
         the Buyer of its obligations hereunder, or (iv) seeking any
         determination or ruling that would materially and adversely affect the
         validity or enforceability hereof.

                  (f) All Consents Required. All approvals, authorizations,
         consents, orders, or other actions of any Governmental Authority
         required in connection with the execution and delivery of this
         Agreement, the performance of the transactions contemplated hereby, and
         the fulfillment of the terms hereof have been obtained.

     The representations and warranties set forth in this Section 4.3 shall
     survive the sale or transfer of the Receivables to the Buyer and the
     transfer of an Unconverted Account to TCSI hereunder. Upon discovery by the
     Buyer or TCSI of a breach of any of the foregoing representations and
     warranties, the party discovering such breach shall give prompt written
     notice to the other.






                                      -14-


<PAGE>   15


                                    ARTICLE V

                           COVENANTS OF TCSI AND BUYER

                  Section 5.1 TCSI Covenants. TCSI hereby covenants that:

                  (a) Receivables to be Accounts, General Intangibles, or
         Chattel Paper. TCSI will take no action to cause any Receivable to be
         evidenced by any instrument (as defined in the Code as in effect in the
         Relevant UCC State), except in connection with the enforcement or
         collection of a Receivable. Except in such circumstances, TCSI will
         take no action to cause any Receivable to be anything other than an
         "account," a "general intangible," or "chattel paper" (as defined in
         the Code as in effect in the Relevant UCC State).

                  (b) Security Interests. Except for the conveyances hereunder,
         TCSI will not sell, pledge, assign, or transfer to any other Person or
         grant, create, incur, assume, or suffer to exist, any Lien on any
         Receivable, whether now existing or hereafter created, or any interest
         therein. TCSI will immediately notify the Buyer of the existence of any
         Lien on any Receivable and will defend the right, title, and interest
         of the Buyer in, to, and under the Receivables, whether now existing or
         hereafter created, against all claims of third parties claiming through
         or under TCSI.

                  (c) Credit and Collection Policy and Account Agreements. TCSI
         shall comply with the Credit and Collection Policy in regard to the
         Receivables, except insofar as any failure to so comply could not be
         reasonably expected to impair the collectibility of the Receivables, on
         the whole, or a substantial amount thereof, or otherwise have a
         Material Adverse Effect and the Receivables shall be serviced in all
         respects in a manner consistent with and similar to the revolving
         credit consumer credit card accounts and receivables owned by TCSI.

                  (d) Delivery of Collections. In the event that TCSI receives
         Collections (other than in the Lockbox Account), TCSI agrees to deposit
         such Collections into the Collection Account as soon as practicable
         after the receipt thereof, but in no event later than the second
         Business Day following the Date of Processing thereof.

                  (e) Conveyance of New Receivables. TCSI covenants and agrees
         that it will not convey, assign, exchange, or otherwise transfer any
         New Receivable to any Person other than the Buyer prior to the
         termination of this Agreement pursuant to Article VIII.

                  (f) Notice of Liens. TCSI shall notify the Buyer promptly
         after becoming aware of any Lien on any Receivable.





                                      -15-


<PAGE>   16



                  (g) Separate Business. TCSI will not permit its assets to be
         commingled with those of the Buyer (except for temporary commingling of
         Collections in the Lockbox Account) and shall maintain separate records
         (corporate or otherwise) and books of account from those of the Buyer.
         TCSI will not conduct its business in the name of the Buyer and will
         cause the Buyer to conduct its business solely in its own name so as
         not to mislead others as to the identity of the entity with which those
         others are concerned. TCSI will provide for its operating expenses and
         liabilities from its own funds. TCSI will not hold itself out, or
         permit itself to be held out, as having agreed to pay, or as generally
         being liable for, the debts of the Buyer, except that the
         organizational expenses of the Buyer and the Buyer's expenses in
         connection with the negotiation, execution and delivery of this
         Agreement, the Loan Agreement and the related documents may be paid by
         TCSI. TCSI shall cause the Buyer not to hold itself out, or permit
         itself to be held out, as having agreed to pay, or as being liable for,
         the debts of TCSI. TCSI will maintain an arm's length relationship with
         the Buyer with respect to any transactions between TCSI, on the one
         hand, and the Buyer, on the other.

                  (h) Conduct of Business. TCSI will do all things necessary to
         remain duly incorporated, validly existing, and in good standing as a
         domestic corporation in its jurisdiction of incorporation and will
         maintain all requisite authority to conduct its business in each
         jurisdiction in which its business is conducted.

                  (i) Compliance with Laws. TCSI shall comply in all material
         respects with all laws, rules, regulations, orders, writs, judgments,
         injunctions, decrees, or awards to which it may be subject, except
         where such failure to comply would not have a Material Adverse Effect.

                  (j) Furnishing of Information and Inspection of Records. TCSI
         shall furnish to the Buyer from time to time such information with
         respect to the Receivables as the Buyer may reasonably request,
         including, without limitation, listings identifying the Obligor and the
         outstanding principal balance for each Receivable. Upon reasonable
         notice, TCSI shall permit the Buyer or the Lender, at the expense of
         the Buyer or the Lender, as applicable, to visit and inspect any of the
         properties, books and financial reports of TCSI with respect to the
         Accounts all at such reasonable times during ordinary business hours of
         TCSI and as often as the Buyer or the Lender may reasonably request for
         the purpose of determining compliance with this Agreement; provided,
         however, that the Buyer and the Lender will use reasonable efforts to
         conduct (or have conducted) any such examination or inspection so as to
         minimize disruptions to the operations of TCSI.

                  (k) Keeping of Records and Books of Account. TCSI will
         maintain a system of accounting established and administered in
         accordance with






                                      -16-

<PAGE>   17



         GAAP, consistently applied, and will maintain and implement
         administrative and operating procedures and keep and maintain all
         documents, books, records, and other information, reasonably necessary
         or advisable for the collection of all Receivables (including, without
         limitation, records adequate to permit the identification of each new
         Receivable and all Collections of and adjustments to each existing
         Receivable). TCSI will give the Buyer and the Lender notice of any
         material change in the administrative and operating procedures of TCSI
         referred to in the previous sentence.

                  Section 5.2 Buyer Covenant Regarding Sale Treatment. The Buyer
     agrees to treat this conveyance for all purposes (other than for tax
     purposes) as a sale of the Conveyed Property by TCSI to the Buyer.

                                   ARTICLE VI

                              REPURCHASE OBLIGATION

                  Section 6.1 Mandatory Repurchase.

                  (a) Breach of Warranty. In the event of a breach with respect
         to a New Receivable of any of the representations and warranties set
         forth in Section 4.2, all Receivables with respect to the related
         Converted Account shall be designated as "Ineligible Receivables" and
         TCSI shall pay to the Buyer an amount in cash equal to the Purchase
         Price paid for any such Ineligible Receivables by the Buyer to TCSI
         plus any costs and expenses of the Buyer associated therewith less any
         amounts collected by the Buyer on such Receivables. Such payment must
         be made by the close of business on the next succeeding Settlement Date
         following the day such Receivables have been designated as Ineligible
         Receivables; provided, however, that such amount may be offset against
         any amounts due from the Buyer to TCSI with respect to the Purchase
         Price for New Receivables sold to the Buyer on such day. The obligation
         of TCSI set forth in this Section 6.1 shall constitute the sole remedy
         respecting any breach of the representations and warranties set forth
         in the above-referenced Sections.

                  (b) Reassignment of the Sold Assets. In the event of a breach
         of any of the representations and warranties set forth in Sections
         4.1(a), (c) and (d), the Buyer by notice given in writing to TCSI may
         direct TCSI to accept reassignment of all the Receivables at the amount
         specified below within 60 days of such notice (or within such longer
         period as may be specified in such notice), and TCSI shall be obligated
         to accept reassignment of the Receivables within such applicable period
         on the terms and conditions set forth below; provided, however, that no
         such reassignment shall be required to be made if, at any time during
         such applicable period, TCSI demonstrates to the Buyer that the
         representations and warranties contained in Sections 4.1(a), (c) and
         (d)



                                      -17-


<PAGE>   18




         shall then be true and correct in all material respects as if made on
         such day. TCSI shall pay to the Buyer on the day of such reassignment
         an amount equal to the aggregate Purchase Price paid for all
         Receivables plus any costs and expenses of the Buyer associated
         therewith less the aggregate amounts collected by the Buyer on the
         Receivables. On the day on which such amount has been paid, each
         Receivable shall be sold and reassigned to TCSI, and the Buyer shall
         execute and deliver such instruments of sale and assignment, in each
         case without recourse, representation, or warranty, as shall be
         reasonably requested by TCSI to vest in TCSI, or its designee or
         assignee, all right, title, and interest of the Buyer in and to each
         Receivable. The obligation of TCSI to purchase each Receivable pursuant
         to this Section 6.1 shall constitute the sole remedy available to the
         Buyer for a breach of the representations and warranties contained in
         Section 4.1(a), (c) and (d).

                  Section 6.2 Conveyance of Reassigned Receivables. Upon the
     request of TCSI, the Buyer shall execute and deliver to TCSI a reconveyance
     substantially in such form and upon such terms as shall be acceptable to
     TCSI, pursuant to which the Buyer evidences the conveyance to TCSI of all
     of the Buyer's right, title, and interest in any Receivables reconveyed to
     TCSI pursuant to Section 6.1(b). The Buyer shall (and shall cause the
     Lender to) execute such other documents or instruments of conveyance or
     take such other actions as TCSI may reasonably require to effect any
     repurchase of Receivables pursuant to Section 6.1.

                  Section 6.3 Transfers and Sales are Non-Recourse. Other than
     the obligations to repurchase Receivables under the limited circumstances
     set forth in Section 6.1 and to make payments with respect to Dilution
     under Section 3.2(b), the transfers and sales of Receivables under this
     Agreement shall be without recourse to TCSI. All transfers of Unconverted
     Accounts from the Buyer to TCSI under this Agreement shall be without
     recourse to the Buyer.

                                   ARTICLE VII

                              CONDITIONS PRECEDENT

                  Section 7.1 Conditions to the Buyer's Obligations. The
     obligations of the Buyer to purchase or acquire the Receivables or to
     transfer to TCSI any Unconverted Accounts on any Business Day shall be
     subject to the satisfaction of the following conditions:

                  (a) All representations and warranties of TCSI contained in
         this Agreement shall be true and correct on the Closing Date and on the
         day of sale or transfer of any Receivable created thereafter with the
         same effect as though such representations and warranties had been made
         on such date,







                                      -18-

<PAGE>   19




                  (b) With respect to the sale of New Receivables only, all
         information concerning the New Receivables provided to the Buyer shall
         be true and correct in all material respects as of the Closing Date, in
         the case of New Receivables sold to the Buyer on the Closing Date, or
         the applicable purchase date, in the case of New Receivables sold to
         the Buyer after the Closing Date,

                  (c) At the Closing Date, TCSI shall have substantially
         performed all other obligations required to be performed by the
         provisions of this Agreement,

                  (d) TCSI shall have filed the financing statement(s) required
         to be filed pursuant to Section 2.5, and

                  (e) All corporate and legal proceedings and all instruments in
         connection with the transactions contemplated by this Agreement shall
         be satisfactory in form and substance to the Buyer, and the Buyer shall
         have received from TCSI copies of all documents (including, without
         limitation, records of corporate proceedings) relevant to the
         transactions herein contemplated as the Buyer may reasonably have
         requested.

                  Section 7.2 Conditions Precedent to TCSI's Obligations. The
     obligations of TCSI to sell or transfer Receivables or to accept transfer
     of any Unconverted Accounts on any Business Day shall be subject to the
     satisfaction of the following conditions:

                  (a) All representations and warranties of the Buyer contained
         in this Agreement shall be true and correct with the same effect as
         though such representations and warranties had been made on such date,

                  (b) With respect to the sale of New Receivables only, payment
         or provision for payment of the Purchase Price in accordance with the
         provisions of Section 3.2 shall have been made, and

                  (c) All corporate and legal proceedings and all instruments in
         connection with the transactions contemplated by this Agreement shall
         be satisfactory in form and substance to TCSI, and TCSI shall have
         received from the Buyer copies of all documents (including, without
         limitation, records of corporate proceedings) relevant to the
         transactions herein contemplated as TCSI may reasonably have requested.









                                      -19-

<PAGE>   20



                                  ARTICLE VIII

                              TERM AND TERMINATION

                  Section 8.1 Termination. This Agreement shall terminate upon
     payment in full by the Buyer of all Loans and other obligations under the
     Loan Agreement and the termination of the Loan Agreement.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

                  Section 9.1 Amendment. This Agreement and the rights and
     obligations of the parties hereunder may not be changed orally, but only by
     an instrument in writing signed by the Buyer and TCSI. TCSI shall provide
     prompt written notice of any such amendment to the Lender.

                  Section 9.2 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REFERENCE TO
     ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES
     OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Section 9.3 Notices. All demands, notices, and communications
     hereunder shall be in writing and shall be deemed to have been duly given
     if personally delivered at or mailed by registered mail, return receipt
     requested, to:

                  (a)      in the case of the Buyer, to:

                           Credit Store Services, Inc.
                           3401 North Louise Avenue, Suite 106
                           Sioux Falls, South Dakota 57105
                           Attention:  Corporate Counsel
                           Telephone:  (605) 339-7571
                           Telecopy:  (605) 338-3486

                           with a copy to:

                           The Varde Fund IV-A, L.P.
                           c/o Varde Partners, L.P.
                           3600 West 80th Street, Suite 425
                           Minneapolis, MN 55435
                           Attention: Rick J. Noel
                           Telephone No.:  (952) 893-1554




                                      -20-

<PAGE>   21


                           Facsimile No.:   (952) 893-9613


                  (b)      in the case of TCSI, to:

                           The Credit Store, Inc.
                           3401 N. Louise Avenue
                           Sioux Falls, South Dakota 57105
                           Attention:  Chief Financial Officer
                           Telephone:  (605) 339-7577
                           Telecopy:  (605) 338-3486

     or, as to each party, at such other address as shall be designated by such
     party in a written notice to each other party.

                  Section 9.4 Severability of Provisions. If any one or more of
     the covenants, agreements, provisions, or terms of this Agreement shall for
     any reason whatsoever be held invalid, then such covenants, agreements,
     provisions, or terms shall be deemed severable from the remaining
     covenants, agreements, provisions, or terms of this Agreement and shall in
     no way affect the validity or enforceability of the other provisions of
     this Agreement.

                  Section 9.5 Assignment. This Agreement may not be assigned by
     the Buyer or TCSI without the written consent of the other party and the
     Lender; provided, however, that the Buyer's rights hereunder may be
     collaterally assigned to the Lender.

                  Section 9.6 Further Assurances. The Buyer and TCSI agree to do
     and perform, from time to time, any and all acts and to execute any and all
     further instruments required or reasonably requested by the other party to
     more fully effect the purposes of this Agreement, including, without
     limitation, the execution of any financing statements or continuation
     statements or equivalent documents relating to the New Receivables for
     filing under the provisions of the Code or other laws of any applicable
     jurisdiction.

                  Section 9.7 No Waiver; Cumulative Remedies. No failure to
     exercise and no delay in exercising, on the part of the Buyer or TCSI, any
     right, remedy, power, or privilege hereunder, shall operate as a waiver
     thereof; nor shall any single or partial exercise of any right, remedy,
     power, or privilege hereunder preclude any other or further exercise
     thereof or the exercise of any other right, remedy, power, or privilege.
     The rights, remedies, powers, and privileges herein provided are cumulative
     and not exhaustive of any rights, remedies, powers, and privileges provided
     by law.

                  Section 9.8 Counterparts. This Agreement may be executed in
     two or more counterparts including telecopy transmission thereof (and by
     different parties on






                                      -21-


<PAGE>   22


     separate counterparts), each of which shall be an original, but all of
     which together shall constitute one and the same instrument.

                  Section 9.9 Binding Effect. This Agreement will inure to the
     benefit of and be binding upon the parties hereto and their respective
     successors and permitted assigns.

                  Section 9.10 Merger and Integration. Except as specifically
     stated otherwise herein, this Agreement sets forth the entire understanding
     of the parties relating to the subject matter hereof, and all prior
     understandings, written or oral, are superseded by this Agreement.

                  Section 9.11 Headings. The headings herein are for purposes of
     reference only and shall not otherwise affect the meaning or interpretation
     of any provision hereof.

                  Section 9.12 Schedules. The schedules attached hereto and
     referred to herein shall constitute a part of this Agreement and are
     incorporated into this Agreement for all purposes.

                  Section 9.13 No Bankruptcy Petition Against the Buyer. TCSI
     hereby covenants and agrees that, prior to the date which is one year and
     one day after the payment in full of all Loans and all amounts due under
     the Loan Agreement it will not institute against or join any other Person
     in instituting against the Buyer any bankruptcy, reorganization,
     arrangement, insolvency or liquidation proceedings, or other similar
     proceeding under the laws of the United States or any state of the United
     States.

                  Section 9.14 Merger or Consolidation of, or Assumption of the
     Obligations of, TCSI. TCSI shall not consolidate with or merge into any
     other corporation or entity or convey or transfer its properties and assets
     substantially as an entirety to any Person, unless:

                  (a) the corporation or entity formed by such consolidation or
         into which TCSI is merged or the Person which acquires by conveyance or
         transfer the properties and assets of TCSI substantially as an entirety
         shall be a corporation or entity organized and existing under the laws
         of the United States of America or any state or the District of
         Columbia and, if TCSI is not the surviving entity, shall expressly
         assume, by an agreement supplemental hereto, executed and delivered to
         the Buyer in form satisfactory to the Buyer and the Lender, the
         performance of every covenant and obligation of TCSI hereunder (to the
         extent that any right, covenant, or obligation of TCSI, as applicable
         hereunder, is inapplicable to the successor entity, such successor
         entity shall be subject to such covenant or obligation, or benefit from
         such right, as would apply, to the extent practicable, to such
         successor entity); and






                                      -22-




<PAGE>   23




                  (b) TCSI shall have delivered to the Buyer (i) an officer's
         certificate that such consolidation, merger, conveyance, or transfer
         and such supplemental agreement comply with this Section 9.14 and that
         all conditions precedent herein provided for relating to such
         transaction have been complied with and (ii) the Lender shall have
         received an opinion of legal counsel reasonably acceptable to it that
         this Agreement is a legal, valid, and binding obligation of such
         successor corporation or entity, enforceable against such successor
         corporation or entity in accordance with its terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium,
         fraudulent conveyance, fraudulent transfer and other similar laws
         affecting creditors' rights generally, and to the application of
         general principles of equity.

                  Section 9.15 Protection of Right, Title and Interest to New
         Receivables.

                  (a) TCSI shall cause this Agreement, all amendments hereto,
         all financing statements and continuation statements, and any other
         necessary documents covering TCSI's and the Buyer's right, title, and
         interest to the Conveyed Property to be promptly recorded, registered,
         and filed, and at all times to be kept recorded, registered, and filed,
         all in such manner and in such places as may be required by law to
         fully preserve and protect the right, title, and interest of the Buyer
         hereunder to the Conveyed Property and the proceeds thereof. TCSI shall
         deliver to the Buyer file-stamped copies of, or filing receipts for,
         any document recorded, registered, or filed as provided above, as soon
         as available following such recording, registration, or filing. The
         Buyer shall cooperate fully with TCSI in connection with the
         obligations set forth above and will execute any and all documents
         reasonably required to fulfill the intent of this Section 9.15(a).

                  (b) Within 30 days after TCSI makes any change in its name,
         identity, or corporate structure which would make any financing
         statement or continuation statement filed in accordance with Section
         9.15(a) materially misleading within the meaning of Section 9-402(7) of
         the Code as in effect in the Relevant UCC State, TCSI shall give the
         Buyer written notice of any such change and shall file such financing
         statements or amendments as may be necessary to continue the perfection
         of the Buyer's security interest in the Conveyed Property and the
         proceeds thereof.

                  (c) TCSI will give the Buyer prompt written notice of any
         relocation of any office from which it services New Receivables or
         keeps records concerning the New Receivables or of its principal
         executive office and whether, as a result of such relocation, the
         applicable provisions of the Code would require the filing of any
         amendment of any previously filed financing or continuation statement
         or of any new financing statement and shall file such financing
         statements or amendments as may be necessary






                                      -23-


<PAGE>   24








         to continue the perfection of the Buyer's security interest in the
         Conveyed Property and the proceeds thereof.






                           (Signature Page to Follow)
























                                      -24-




<PAGE>   25



              IN WITNESS WHEREOF, the Buyer and TCSI each have caused this
     Agreement to be duly executed by their respective officers as of the day
     and year first above written.

                                     CREDIT STORE SERVICES, INC.


                                     By:
                                         ---------------------------------------

                                         Its
                                             -----------------------------------


                                     THE CREDIT STORE, INC.,


                                         By:
                                             -----------------------------------

                                             Its
                                                 -------------------------------



















  (Signature Page 1 of 1 to the Converted Accounts/ Receivables Sale Agreement)













                                      -25-