Exhibit 10.53

                              REPURCHASE AGREEMENT

         This Repurchase Agreement (the "Agreement") is made and entered into as
of December 31, 2001, by and among Thornton Capital Advisors, Inc. and/or
Recovery Partners II, LLC ("Investor"), The Credit Store, Inc., a Delaware
corporation ( "TCSI") and Plains Commerce Bank (formerly known as Bank of
Hoven), a South Dakota state bank (the "Bank").

         WHEREAS, TCSI is party to a certain Repurchase Agreement dated as of
November 30, 2000 (the "Bank Agreement") with Bank; and

         WHEREAS, TSCI has the right, on or prior to January 4, 2002, to
repurchase the Credit Card Receivables governed by the Bank Agreement; and

         WHEREAS, TCSI has requested Investor, and Investor has agreed, to
provide the funds to preserve the ability of TCSI to effect such repurchase,
based on the consideration to be furnished pursuant to, and in accordance with
the terms and conditions, of this Agreement, and

         WHEREAS, TCSI and Investor have agreed in principle to a term sheet
dated as of December 26, 2001 (a copy of which is attached hereto as an Addendum
A), which has been modified as set forth in Addendum B (as such term sheet may
be further amended from time to time, the "Stock Term Sheet"); and

         WHEREAS, TCSI arranged for the Bank to transfer the Credit Card
Receivables subject to the Bank Agreement to Investor, and Investor has agreed
to purchase such Credit Card Receivables from the Bank pursuant to the terms and
subject to the conditions herein set forth, including, without limitation,
TCSI's retention of a right to repurchase the Credit Card Receivables as herein
specified; and

         WHEREAS, Investor and TCSI wish to make arrangements with respect to
servicing of the credit card accounts and Credit Card Receivables on behalf of
Investor.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                    ARTICLE 1. SALE, PURCHASE AND ASSUMPTION

         1.1 Sale and Purchase.

         As of the Closing Date, upon the terms and subject to the conditions
set forth herein, TCSI and the Bank, as their respective interests may appear,
hereby sell, assign, transfer, set-over, and otherwise convey to Investor, and
Investor hereby purchases and accepts from TCSI and the Bank, all of TCSI's and
the Bank's right, title and interest in, to and under (a) the Credit Card
Receivables identified with the Credit Card Accounts listed in


<PAGE>



the Account Schedule, (b) all monies due or to become due after the Closing Date
with respect to the Credit Card Receivables including, without limitation, the
right to any interest, fees and other charges and collections with respect
thereto (such amounts are hereinafter referred to as ("Collections"), and (c)
all proceeds of the Credit Card Receivables received on or after the Closing
Date.

         1.2 Purchase Price. The purchase price for the Credit Card Receivables
sold on the Closing Date (the "Purchase Price") shall be $8,000,000. The
Purchase Price shall be paid by Investor on or before 2:00 p.m. on the Closing
Date by wire transfer in immediately available funds to a bank account
designated by the Bank.

         1.3 Evidence of Transfer.

                  (a) In connection with the sale and assignment of Credit Card
         Receivables hereunder and in accordance with the other provisions
         hereof, TCSI and the Bank shall deliver to Investor on the Closing Date
         an executed Bill of Sale and Assignment (substantially in the form
         attached hereto as Exhibit A) and executed financing statements
         (substantially in the form attached hereto as Exhibits B and C), or
         authorize the filing of such financing statements electronically if
         such electronic filing is permitted by the laws of the state having
         jurisdiction thereof. In addition, Bank shall execute and deliver to
         Investor on the Closing Date an executed assignment of financing
         statement substantially in the form attached hereto as Exhibit D, or
         authorize the filing of such financing statements electronically if
         such electronic filing is permitted by the laws of the state having
         jurisdiction thereof.

                  (b) In connection with the sale and conveyance of Credit Card
         Receivables hereunder, TCSI and the Bank shall clearly and
         unambiguously mark their business records from and after the Closing
         Date to indicate that the Credit Card Receivables have been sold to
         Investor.

         1.4 Sale Non-Recourse and Without Warranty. Except as specifically
provided in this Agreement, the sale of Credit Card Receivables is made without
recourse to the Bank, and are transferred "as is", without warranty or
representation of any kind, nature or extent.

         1.5 Conditions to Investor's Obligations. The obligation of Investor to
effect a closing of this transaction shall be subject to the following
conditions:

                  (a) The representation and warranties of TSCI set forth herein
         shall be true and correct;

                  (b) Investor shall have received the evidence of transfer set
         forth in Section 1.3;


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<PAGE>



                  (c) J.L.B. of Nevada, Inc. shall have entered into a
         subordination agreement with Investor, in form and substance
         satisfactory to Investor;

                  (d) Investor and Coast shall have entered into a subordination
         agreement in form and substance satisfactory to Investor;

                  (e) TCSI shall have delivered a completed Servicing Report
         with respect to the Credit Card Receivables to be delivered on the
         Closing Date; and

                  (f) TCSI shall have paid the Legal Fees.

         1.6 Conditions to TCSI's and Bank's Obligations. The obligation of TCSI
and the Bank to effect a closing of this transaction shall be subject to the
following conditions:

                  (a) The representation and warranties of Investor set forth
         herein shall be true and correct; and

                  (b) Investor shall have paid the Purchase Price as specified
         in Section 1.2.

         1.7 Recharacterization. In the event that the conveyance of the Credit
Card Receivables to Investor hereunder does not constitute a "true sale" to
Investor or otherwise is not sufficient, as a matter of any applicable law, to
vest Investor with the rights of an owner with respect to such Credit Card
Receivables, or is otherwise recharacterized as a financing arrangement, then
the parties agree that such conveyance shall be deemed to have granted Investor
a first priority security interest in the Credit Card Receivables to secure all
of TCSI's obligations under this Agreement, including an obligation of TCSI to
repay Investor the Repurchase Price and the Required Return.

                         ARTICLE 2. OPTION TO REPURCHASE

         2.1 Option as to Repurchase. At the times and in the manner specified
in Section 2.2, Investor hereby agrees to sell, assign, transfer, set-over, and
otherwise convey to TCSI, and TCSI hereby agrees to purchase and accept from
Investor, as of the Repurchase Date, all of Investor's right, title and interest
in, to and under (a) the Credit Card Receivables, (b) all monies and other
Collections due or to become due after the Repurchase Date with respect to the
Credit Card Receivables, and (c) all proceeds of the Credit Card Receivables
received on or after the Repurchase Date.


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<PAGE>


         2.2 Repurchase Date and Terms of Repurchase. (a) TCSI Option. At TCSI's
option, TCSI shall have the right to repurchase all the Credit Card Receivables
by giving Investor a repurchase notice and designating a specific business day
as the "Repurchase Date."

                  (b) Investor Option. At Investor's option, exercised at any
         time after the Put Date, Investor may exercise the right to require
         TCSI to repurchase all the Credit Card Receivables by giving TCSI a
         repurchase notice and designating a specific business day no earlier
         than 60 days after the date of such notice as the "Repurchase Date,"
         provided, however, that TSCI may elect to designate an earlier date as
         the Repurchase Date, in which event the repurchase shall occur on the
         earlier date specified by TCSI.

                  (c) Automatic Trigger of Repurchase Obligation. Automatically
         upon the occurrence of an Insolvency Event with respect to TCSI, TCSI
         shall be required to repurchase the receivables within three business
         days of such Insolvency Event, which date shall be the "Repurchase
         Date."

                  (d) Time of Transfer. The Credit Card Receivables shall be
         retransferred effective as of 11:59 p.m. on the Repurchase Date.

                  (e) Repurchase Price. The repurchase price for the Credit Card
         Receivables under subparagraphs (a), (b) and (c) hereof shall be equal
         to the Purchase Price (as the same may have been reduced by payments to
         Investor other than payments of expenses and Required Return) plus the
         Required Return through the Repurchase Date (the "Repurchase Price").
         The Repurchase Price shall be paid on the Repurchase Date, in either
         case by wire transfer in immediately available funds to a bank account
         designated by Investor.

         2.3 Evidence of Retransfer.

                  (a) In connection with the sale and assignment of Credit Card
         Receivables hereunder, Investor shall deliver to TCSI on the Repurchase
         Date an executed Bill of Sale and Assignment (substantially in the form
         attached hereto as Exhibit A) and an executed financing statement
         (substantially in the form attached hereto as Exhibit B) and a UCC-3
         termination statement relating to the Credit Card Receivables being
         repurchased on such date.

                  (b) In connection with the retransfer to TCSI of Credit Card
         Receivables hereunder, Investor shall clearly and unambiguously mark
         its business records from and after the Repurchase Date to show that
         the Credit Card Receivables have been sold to TCSI.



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<PAGE>


         2.4 Sale Non-Recourse and Without Warranty. Except as specifically
provided in this Agreement, the retransfer of Credit Card Receivables is made
without recourse to Investor, and are transferred "as is", without warranty or
representation of any kind, nature or extent.

         2.5 Right of Investor to Liquidate Credit Card Receivables. In the
event that TCSI fails to complete the repurchase of Credit Card Receivables on
the Repurchase Date specified in Sections 2.2(a), 2.2(b), or 2.2(c), as the case
may be, Investor shall have the right upon three business days prior written
notice to TCSI describing such proposed liquidation, in addition to all other
rights and remedies as Investor may have hereunder or under applicable law, to
liquidate the Credit Card Receivables in such manner as Investor shall determine
in its discretion. In the absence of intentional fraud, Investor shall not be
required to account to TCSI for the manner in which the Credit Card Receivables
are liquidated, but shall furnish to TCSI a detailed report of such liquidation
and account to TCSI for any proceeds received in excess of the Repurchase Price
and any other amounts due hereunder. TCSI acknowledges that the liquidation
rights granted herein constitute a contractual right of a repo participant to
cause the liquidation of a repurchase agreement within the meaning of ss.559 of
the United States Bankruptcy Code.

         2.6 TCSI Obligation to Pay Repurchase Price; Interest. In the event of
a failure of TCSI to complete the repurchase of Credit Card Receivables on the
Repurchase Date specified in Sections 2.2(a), 2.2(b), or 2.2(c), TCSI's
obligation to pay Investor the Repurchase Price shall bear interest at a rate
equal to the Required Return until Investor, whether through receipt of
Collections, liquidation of the Credit Card Receivables or of the Collateral, or
the receipt of other payments, shall have received in cash an amount equal to
the full Repurchase Price plus all such interest.

                    ARTICLE 3. SERVICING AND COLLATERAL RATIO

         3.1 Servicing of Credit Card Accounts.

                  (a) TCSI shall service the Credit Card Accounts in accordance
         with the terms and conditions set forth in Exhibit E attached hereto.
         As compensation for TCSI's servicing activities with respect to the
         Credit Card Accounts, Investor shall pay to TCSI, during the Servicing
         Fee Payment Period, a servicing fee equal to the amount of net cash
         proceeds from the Credit Card Receivables in excess of a yield on the
         unpaid portion of the Purchase Price equal to the Required Return for
         such period (the "Monthly Yield"). The Servicing Fee shall be offset by
         TCSI against net cash proceeds collected from the Credit Card
         Receivables. The Monthly Yield for the prior month shall be distributed
         to Investor on a monthly basis on the first (1st) day of each month.
         Other than during the Servicing Fee Payment Period, TCSI shall service
         the Credit Card Accounts without additional compensation, in
         consideration for the other covenants and provisions of this Agreement.



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<PAGE>


                  (b) In servicing the Credit Card Accounts, it may be necessary
         for TCSI to have possession of records and documents relating to and
         generated as part of the Credit Card Accounts. TCSI's possession shall
         be only as servicer, and not as owner, and TCSI's continued possession
         of those records, shall not be evidence of continued ownership of an
         interest in or control of the Credit Card Accounts or Credit Card
         Receivables. Furthermore, TCSI expressly agrees that it is acting as
         Investor's agent and trustee in holding Credit Card Account records and
         documents, and holds them in trust solely for the benefit of Investor,
         and not for TCSI's own purposes or use.

         3.2 Funding New Charges on the Credit Card Accounts. TCSI shall apply
Collections to fund net new charges and advances on the Credit Card Accounts
after the Closing Date. All such new charges and advances shall be deemed to be
part of the Credit Card Receivables conveyed to Investor hereunder. In addition,
to the extent that on the last business day of any calendar month aggregate
Collections (less the payments of Monthly Yield to Investor) for the preceding
month are less than the aggregate amount of new Credit Card Receivables arising
during such month, TCSI shall pay such difference to Investor or, if for the
benefit of the Investor (which thereby gains additional rights to Credit Card
Receivables), to the financial institution which issued the credit cards related
to the Credit Card Accounts, which payment by TCSI shall be applied to the
funding of such new charges and advances.

         3.3 Application of Collections. Collections on the Credit Card
Receivables shall be used first to fund new charges and advances in accordance
with Section 3.2 hereof; second, to pay Investor its Required Return for such
period; third, to pay TCSI any servicing fee to which it may be entitled under
Section 3.1 hereof with respect to such period; and last, any remaining
Collections shall be paid to Investor.

         3.4 Maintenance of Collateral Ratio. On or before the tenth (10th) day
of each month, TCSI shall determine the extent (the "Collateral Shortfall"), if
any, by which the Collateral Ratio as of the last day of the preceding month is
less than the Required Collateral Ratio, and shall immediately sell, assign,
transfer, and otherwise convey to Investor, without additional consideration,
additional Eligible Accounts (the "Additional Credit Card Accounts") equal to
the Collateral Shortfall. TCSI shall make such payments to Coast, and shall
obtain such releases and other documents from Coast, as shall be necessary or
desirable to ensure that Investor's interest in the Additional Credit Card
Accounts is free and clear of, and senior to, any rights of Coast to such
Additional Credit Card Accounts. In lieu of transferring additional Eligible
Accounts, TCSI shall have the option of paying cash to the Investor in reduction
of the Repurchase Price, in such amount as may be required to eliminate the
Collateral Shortfall.

                      ARTICLE 4. GRANT OF SECURITY INTEREST

         4.1 Collateral. To secure the obligations of TCSI to Investor
hereunder, including its obligations to service the Credit Card Accounts and to
pay Investor the



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Repurchase Price together with interest as specified in Section 2.6, TCSI grants
Investor a security interest in all of TCSI's interest in the Collateral.

         4.2 Enforcement. In the event of a material default by TCSI in
performing its obligations hereunder, Investor may (i) by written notice to
TCSI, declare all TCSI's obligations hereunder to be forthwith due and payable,
which shall become and be forthwith due and payable, without presentment,
demand, protest, or further notice of any kind, all of which are hereby
expressly waived by TCSI, or (ii) subject to the prior rights of Coast in and to
the Collateral and to the terms of that certain Subordination Agreement of even
date herewith between Investor and Coast ("Subordination Agreement"), exercise
all or any of its rights hereunder or as a secured party under the Uniform
Commercial Code or under other applicable laws, all of which rights and remedies
shall be cumulative, and non-exclusive, to the extent permitted by law.

         4.3 Right to Effect Collections. In order to enable Investor to
exercise its rights under Section 4.2, TCSI, subject to the prior rights of
Coast in and to the Collateral and to the terms of the Subordination Agreement,
hereby irrevocably constitutes and appoints Investor and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in its place and
stead to take any and all appropriate action and to execute and deliver any and
all documents and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement, including, without limitation, any of the
following actions: (a) to ask, demand, collect, receive and give acquittances
and receipts for any and all moneys due and to become due under any Collateral
or with respect to the Credit Card Accounts; (b) to take possession of and
endorse and collect any checks, drafts, notes, acceptances or other instruments
for the payment of moneys due under any Collateral or with respect to the Credit
Card Accounts; (c) to direct any party liable for any payment under any of the
Collateral or with respect to the Credit Card Accounts to make payment directly
to Investor or its designee; (d) to commence, prosecute, settle, compromise or
adjust any suits, actions or proceedings at law or in equity in any court of
competent jurisdiction for the purpose of collecting any and all such moneys due
under any Collateral or with respect to the Credit Card Accounts whenever
payable; and (e) to sell, transfer, pledge, make any agreement with respect or
otherwise deal with any of the Collateral (or, to the extent their transfer is
deemed to have created a security interest, with respect to the Credit Card
Accounts) as fully and completely as though the Lender were the absolute owner
thereof.

         4.4 Release of Liens. In the event that TCSI sells a portion of the
Collateral in the ordinary course of its business, as conducted historically
during the three years prior to the date of this Agreement, Investor agrees to
execute such evidence of release of its security interests in such Collateral as
TCSI reasonably requests, provided that Coast shall have contemporaneously
executed a substantially similar release of its security interests in such
Collateral. Investor further acknowledges that such ordinary course sales, as
described in the preceding sentence, shall not constitute a breach of this
Agreement or a violation of Investor's rights as a secured creditor.
Irrespective of their characterization for



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any other purpose, the Credit Card Accounts shall not be deemed to constitute
Collateral for purposes of the provisions of this Section 4.4.

                    ARTICLE 5. REPRESENTATIONS AND WARRANTIES

         5.1 Representations and Warranties. TCSI represents, warrants and
covenants as follows as of the Closing Date:

                  (a) The Bank has good and marketable title to the Credit Card
         Receivables as of the Closing Date, free and clear of any liens, and
         upon consummation of the transfer contemplated herein, Investor will
         acquire good and marketable title to the Credit Card Receivables as of
         the Closing Date, free and clear of any liens.

                  (b) TSCI has good and marketable title to the Collateral, and
         the Collateral is free and clear of any liens other than the liens of
         Coast Business Credit and J.L.B. of Nevada, Inc.

                  (c) Neither TCSI nor the Bank have through any action taken by
         either of them adversely affected the legal, valid, and binding nature
         of the Credit Card Receivables.

                  (d) In the origination and servicing of each Credit Card
         Receivable, TCSI has complied and will comply, in all material
         respects, with all requirements of applicable federal, state, and local
         laws, and regulations, including, without limitation, to the extent
         applicable, the federal Truth-in-Lending Act, the federal Equal Credit
         Opportunity Act, the federal Fair Credit Reporting Act, the federal
         Fair Debt Collection Practices Act and the Federal Reserve Board's
         Regulations B and Z ("Applicable Laws").

                  (e) TCSI is a corporation duly organized, validly existing and
         in good standing under the laws of the State of Delaware. TCSI has all
         requisite power and authority to enter into this Agreement and to
         perform its obligations hereunder. The execution and delivery of this
         Agreement by TCSI and the performance of its obligations hereunder have
         been duly authorized by all necessary corporate action.

                  (f) TCSI and the Bank have the power to sell, convey, assign,
         transfer and deliver the Credit Card Receivables to Investor.

                  (g) Each of the Credit Card Accounts is an Eligible Account.

         5.2 Investor's Representations and Warranties (Closing Date). Investor
represents, warrants and covenants as follows as of the Closing Date:

                  (a) Investor has the power to purchase the Credit Card
         Receivables under the terms and in accordance with this Agreement.


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<PAGE>


                  (b) Investor is duly organized, existing and in good standing
         in the state of its organization. Investor has all requisite power and
         authority to enter into this Agreement and to perform its obligations
         hereunder. The execution and delivery of this Agreement by Investor and
         the performance of its obligations hereunder have been duly authorized
         by all necessary corporate action.

         5.3 Investor's Representations and Warranties (Repurchase Date). By the
retransfer by Investor of Credit Card Receivables on the Repurchase Date,
Investor shall be deemed to represent, warrant and covenant as follows as of the
Repurchase Date:

                  (a) Investor has good and marketable title to the Credit Card
         Receivables being repurchased on the Repurchase Date, free and clear of
         any liens created or suffered by Investor.

                  (b) Investor is duly organized, existing and in good standing
         in the jurisdiction of its organization. Investor has all requisite
         power and authority to enter into this Agreement and to perform its
         obligations hereunder. The execution and delivery of this Agreement by
         Investor and the performance of its obligations hereunder have been
         duly authorized by all necessary corporate action.

                  (c) Investor has the power to sell, convey, assign, transfer
         and deliver to TCSI the Credit Card Receivables being repurchased on
         the Repurchase Date.

                           ARTICLE 6. INDEMNIFICATION

         6.1 Indemnification by TCSI. TCSI hereby agrees to indemnify Investor
and hold Investor harmless from any liability, loss, cost or expense (including
reasonable outside attorneys' fees) to the extent it is caused by or results
from (i) the breach of TCSI's representations or warranties contained in this
Agreement; (ii) the breach by TCSI of any of its covenants or agreements
contained in this Agreement; (iii) any liability or obligation, contingent or
otherwise, arising out of or in connection with TCSI's actions with respect to
the Credit Card Receivables prior to the Closing Date, except to the extent that
such liability or obligation is expressly assumed by Investor under this
Agreement; or (iv) any liability or obligation, contingent or otherwise, arising
out of or in connection with TCSI's actions with respect to servicing the Credit
Card Receivables pursuant to Section 3.1 and Exhibit E hereto.

         6.2 Indemnification by Investor. Investor hereby agrees to indemnify
TCSI and hold it harmless from any liability, loss, cost or expense (including
reasonable outside attorneys' fees) to the extent it is caused by or results
from (i) the breach by Investor of any of Investor's representations or
warranties contained in this Agreement; (ii) the breach by Investor of any of
its covenants or agreements contained in this Agreement; or (iii) any liability
or obligation, contingent or otherwise, arising out of or in connection with
Investor's actions with respect to the Credit Card Receivables following the
Closing Date, except to the



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extent that such liability or obligation is expressly assumed by TCSI pursuant
to this Agreement.

         6.3 Indemnification Procedures. In case any claim is made, or any suit
or action is commenced in respect of which indemnification is sought by it under
this Article 6, the indemnified party shall promptly give the indemnifying party
notice thereof and the indemnifying party shall be entitled to participate in
(or, if indemnified party does not desire to defend, to conduct) the defense
thereof at the indemnifying party's expense. The indemnifying party may (but
need not) defend or participate in the defense of any such claim, suit or
action, but the indemnifying party shall promptly notify the indemnified party
if the indemnifying party does not desire to defend or participate in the
defense of any such claim, suit or action, or if the indemnifying party disputes
liability for indemnity under this Article 6. Thereafter the indemnified party
shall defend and, so long as the indemnifying party has not undertaken the
defense or is not participating in the defense, the indemnified party may at any
time notify the indemnifying party of its intention to settle or compromise any
claim, suit or action against the indemnified party in respect of which payments
may be sought by the indemnified party hereunder, and the indemnified party may
settle or compromise any such claim, suit or action unless the indemnifying
party notifies the indemnified party in writing (within ten (10) days after the
indemnified party has given written notice of its intention to settle or
compromise) the indemnifying party intends to conduct the defense of such claim,
suit or action. Any such permitted settlement or compromise by the indemnified
party of, or any final judgment or decree entered on or in, any claim, suit or
action which the indemnified party has defended and of which the indemnifying
party has not elected to defend or to participate in the defense of in
accordance herewith, shall be deemed to have been consented to by, and shall be
binding upon, the indemnifying party as fully as if the indemnifying party had
assumed the defense thereof and a final judgment or decree had been entered in
such suit or action, or with regard to such claim, by a court of competent
jurisdiction for the amount of such settlement, compromise, judgment or decree.
In all cases in which the indemnifying party is participating in the defense
with the indemnified party, the indemnified party shall not settle or compromise
any claim or action without the indemnifying party's prior written consent which
shall not be unreasonably withheld.

                            ARTICLE 7. MISCELLANEOUS

         7.1 Notices. All notices, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when received in
person or by postage prepaid, United States certified or registered mail, with
return receipt requested, or otherwise actually received by facsimile
transmission or by nationally recognized private courier service with receipt
acknowledged in both instances, and addressed as follows:


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                  (i)      If to TCSI, to:

                           The Credit Store, Inc.
                           3401 N. Louise Avenue
                           Sioux Falls, SD 57107
                           Attn:  President
                           Fax No.  (605) 338-3486

                  (ii)     If to the Bank, to:

                           Plains Commerce Bank
                           202 Main Street
                           Hoven, SD   57450
                           Attn:  President

                   (ii)    If to Investor, to:

                           Thornton Capital Advisors, Inc.
                           9710 Scranton Road, Suite 160
                           San Diego, CA 92121
                           Attn:  President


         Notwithstanding the foregoing, if any person to whom a properly
addressed and prepaid (with return address shown) notice is sent by United
States certified or registered mail as stated above, declines delivery thereof,
such notice shall be deemed received on the third (3rd) Business Day following
the date it was deposited in the United States mail. The persons or addresses to
which mailings or deliveries shall be made may be changed from time to time by
notice given pursuant to the provisions of this Section 7.1.

         7.2 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective permitted
successors and assigns and permitted transferees. This Agreement may not be
assigned by either TCSI or Investor without the written consent of the other
party, such consent not to be unreasonably withheld, provided, however, that the
rights of Investor may be transferred among Thornton Capital Advisors, Inc. and
Recovery Partners II, LLC without restriction.

         7.3 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.

         7.4 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF SOUTH DAKOTA, 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.

         7.5 Entire Agreement; Amendment. 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



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Agreement. This Agreement may not be modified, amended, waived or supplemented
except with the written agreement of each of the parties hereto.

         7.6 No Consequential Damages. Neither Investor nor TCSI nor Bank shall
be liable one to any of the others for any indirect, incidental or consequential
damages as a result of any breach of any covenant, warranty, representation or
obligation under this Agreement.

         7.7. Costs and Expenses. TCSI shall promptly reimburse Investor, on
demand, for all costs and expenses (including, without limitation, all filing
and recording fees and taxes, reasonable attorneys' and paralegals' fees and
expenses, and out-of-pocket audit expenses) incurred by Investor in connection
with the negotiation, preparation, execution and delivery of this Agreement, any
amendment, supplement or modification of the terms thereof, or any waiver or
consent thereunder or in respect thereof, and the consummation of the
transactions contemplated hereby and thereby, and the enforcement of any rights
of Investor thereunder or with respect to the Collateral or the Credit Card
Receivables.

ARTICLE 8.  DEFINITIONS

         8.1 Definitions. As used in this Agreement, the following terms will
have the following meanings (such meanings to be equally applicable to the
singular and plural forms of the terms defined).

         "Account Schedule" means the list of Credit Card Accounts the
receivables of which are sold to Investor pursuant to this Agreement, such list
to be delivered to Investor on the Closing Date, as such list may be amended or
supplemented from time to time pursuant to the terms of this Agreement.

         "Additional Credit Card Accounts" means the VISA or MasterCard credit
card accounts transferred to Investor from time to time in accordance with
Section 3.4.

         "Applicable Laws" has the meaning given such term in Section 5.1(d).

         "Bank" means Plains Commerce Bank (formerly known as Bank of Hoven), a
South Dakota state bank and its successors and permitted assigns.

         "Bank Agreement" shall have the meaning set forth in the preamble.

         "Cancellation Date" means the date on which the Stock Transaction is
abandoned or canceled by either TCSI or by Investor, provided that the
Cancellation Date shall not be deemed to have occurred if (a) Investor breaches
its obligations under the definitive documentation reflecting the Stock
Transaction or if (b) Investor refuses to execute such definitive documentation
notwithstanding TCSI's consent to all provisions of such documentation
reasonably requested by Investor pursuant to the Stock Term Sheet, including
provisions related to material adverse change related to TCSI or its business.


                                       12
<PAGE>



         "Closing Date" means January 4, 2002.

         "Coast" means Coast Business Credit, a division of Southern Pacific
Bank.

         "Collateral" means all of TCSI's interest in the following, whether now
owned or hereinafter acquired, and wherever located: All Receivables, Inventory,
Equipment, Investment Property, and General Intangibles, including without
limitation all of TCSI's Deposit Accounts and all money, and all property now or
at any time in the future in Investor's possession (including claims and credit
balances), and all proceeds of any of the foregoing (including proceeds of any
insurance policies, proceeds of proceeds, and claims against third parties), all
products of any of the foregoing, and all books and records related to any of
the foregoing.

         "Collateral Ratio" means, as of any date of measurement, the ratio of
Credit Card Receivables in Eligible Accounts to the Repurchase Price which would
be due if (notwithstanding any provisions of this Agreement related to the
timing of the Repurchase Date), the date of measurement were the Repurchase
Date.

         "Collateral Shortfall" has the meaning given such term in Section 3.4.

         "Collections" has the meaning given such term in Section 1.1.

         "Credit Card Accounts" means the VISA or MasterCard credit card
accounts identified in TCSI's records as Pool Identification Number 1998003,
Pool Identification Number 1998006, and Pool Identification Number 2000014 that
are described in the Account Schedule on the Closing Date, and the Additional
Credit Card Accounts. A Credit Card Account includes any related "relationship
account" resulting from the earlier account having been reported as lost or
stolen.

         "Credit Card Receivables" means all the outstanding loans and other
credit resulting from cash advances, purchases, balance transfers or any other
charges on the Credit Card Accounts, whether existing on the date hereof or
thereafter arising, together with all interest income, finance charges,
membership fees, usage fees, transaction charges, late charges, over limit
charges, return check charges, and all other rights to payment or compensation
related to the Credit Card Accounts.

         "Deposit Account" shall have the meaning set forth in the Uniform
Commercial Code, as enacted in South Dakota as of the date hereof.

         "Documentation Date" means the date on which TCSI and Investor execute
definitive documentation obligating each of them to proceed with the Stock
Transaction.

         "Eligible Account" means a credit card account that satisfies each of
the following criteria as of the Closing Date: (a) the receivables in such
credit card account are payable in United States dollars; (b) the obligor on
such credit card account has provided, as its billing address, an address



                                       13
<PAGE>


located in the United States or its territories or possessions or a United
States military address; (c) if a credit card account has been identified by
TCSI in its computer files as stolen or lost, there is a replacement account
that has been delivered to Bank; (d) such credit card account has not been sold,
assigned or pledged to any other party and does not have receivables which, at
such time, are sold, assigned or pledged to any other party; (e) such credit
card account has not been cancelled; (f) the receivables in such credit card
account are bona fide and fully collectible in the full amount thereof, and the
holder of such account has not disputed such charges; (g) the account is not
over 180 days delinquent; and (h) the holder of the account is not the subject
of any pending insolvency proceeding.

         "Equipment" means all of TCSI's present and hereafter acquired
machinery, molds, machine tools, motors, furniture, equipment, furnishings,
fixtures, trade fixtures, motor vehicles, tools, parts, dies, jigs, goods and
other goods (other than Inventory) of every kind and description used in TCSI's
operations or owned by TCSI and any interest in any of the foregoing, and all
attachments, accessories, accessions, replacements, substitutions, additions or
improvements to any of the foregoing, wherever located.

         "General Intangibles" means all general intangibles of TCSI, whether
now owned or hereinafter created or acquired by TCSI, including, without
limitation, all choses in action, causes of action, corporate or other business
records, Deposit Accounts, investment property, inventions, designs, drawings,
blueprints, patent applications, trademarks and the goodwill of the business
symbolized thereby, names, trade names, trade secrets, goodwill, copyrights,
registrations, licenses, franchises, customer lists, security and other
deposits, rights in all litigation presently or hereafter pending for any cause
or claim (whether in contract, tort, or otherwise), and all judgments now or
hereafter arising therefrom, all claims of TCSI against Investor, rights to
purchase or sell real or personal property, rights as a licensor or licensee of
any kind, royalties, telephone numbers, proprietary information, purchase
orders, and all insurance policies and claims (including, without limitation,
life insurance, key man insurance, liability insurance, property insurance and
other insurance), tax refunds and claims, computer programs, discs, tapes and
tape files, claims under guaranties, security interests or other security held
by or granted to TCSI, all rights to indemnification and all other intangible
property of any kind and nature (other than Receivables).

         "Insolvency Event" means the occurrence of any of the following: (a)
the commencement by TCSI of a proceeding under the United States Bankruptcy
Code; (b) if an involuntary proceeding is commenced against TCSI under the
United States Bankruptcy Code, the failure of such proceeding to be dismissed
within 30 days of the filing thereof; (c) the appointment of a receiver, trustee
or custodian, for all or any part of the property of TCSI or an assignment of
the benefit of its creditors; (d) the commencement of any proceeding by TCSI
under any reorganization, bankruptcy, insolvency, arrangement, readjustment of
debt, dissolution or liquidation law, or statute of any jurisdiction, now or in
the future in effect; or



                                       14
<PAGE>



(e) the passing of a resolution by the Board of Directors TCSI authorizing any
person to take any of the actions or to commence any of the proceedings
described in this paragraph.

         "Inventory" means all of TCSI's now owned or hereafter acquired goods,
merchandise or other personal property, wherever located, to be furnished under
any contract of service or held for sale or lease (including without limitation
all raw materials, work in process, finished goods and goods in transit, and
including without limitation all farm products), and all materials and supplies
of every kind, nature and description which are or might be used or consumed in
TCSI's business or used in connection with the manufacture, packing, shipping,
advertising, selling or finishing of such goods, merchandise or other personal
property, and all warehouse receipts documents of title or other documents
representing any of the foregoing.

         "Investment Property" shall have the meaning set forth in the Uniform
Commercial Code, as enacted in South Dakota as of the date hereof.

         "Legal Fees" means the fees and costs of Sidley Austin Brown & Wood,
counsel to Investor, in connection with the transaction described herein.

         "Monthly Yield" has the meaning given such term in Section 3.1.

         "Placement Fee" means the fee of 1/2 of 1% per annum payable to
Thornton Capital Advisors, Inc. in connection with this transaction.

         "Purchase Price" has the meaning given such term in Section 1.2(b).

         "Put Date" shall mean the earliest of (a) the Cancellation Date; (b)
the date of a material default under this Agreement which has not been remedied
within three business days after written notice of such default is delivered to
TCSI; or (c) May 1, 2002.

         "Receivables" means all of TCSI's now owned and hereafter acquired
accounts (whether or not earned by performance), letters of credit, contract
rights, chattel paper, instruments, securities, documents, securities accounts,
investment property and all other forms of obligations at any time owing to
TCSI, all guaranties and other security therefor, all merchandise returned to or
repossessed by TCSI, and all rights of stoppage in transit and all other rights
or remedies of an unpaid vendor, lienor or secured party.

         "Repurchase Date" shall mean the earliest of the dates specified in
Sections 2.2(a), 2.2(b), and 2.2(c).

         "Repurchase Price" has the meaning given such term in Section 2.2(e).

         "Required Collateral Ratio" means a Collateral Ratio of at least 125%.

         "Required Return" means cash in an amount sufficient to provide
Investor with a pre-tax rate of return on the Purchase Price, taking into
account all cash received by Investor, of (a) 12% per annum for the period which
is prior to the Return Change Date and



                                       15
<PAGE>


(b), 37 1/2 % per annum thereafter. The Required Return shall be inclusive of a
1/2 of 1% Placement Fee.

         "Return Change Date" means the earlier of (a) the Cancellation Date,
and (b) March [5], 2002 [the 60th day after the Closing Date].

         "Servicing Fee Payment Period" means the time period (a) from and after
the Closing Date until January 21, 2002, and (b) from and after the
Documentation Date until the Cancellation Date, provided in either case that
TCSI is not then in material default of its obligations under this Agreement.

         "Servicing Report" means a completed report, in the form of Exhibit F
hereto, dated and accurate as of the last date of the month preceding the month
in which such Servicing Report is delivered, which shall in addition include a
trial balance and aging report on the Credit Card Receivables described therein.

         "Stock Term Sheet" shall have the meaning set forth in the preamble.

         "Stock Transaction" means the proposed transaction between TCSI and
Investor which is described in the Stock Term Sheet.

         "TCSI" means The Credit Store, Inc., a Delaware corporation, and its
successors and permitted assigns.



                                       16
<PAGE>

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

                                       THE CREDIT STORE, INC.


                                       By:  /s/ Michael J. Philippe
                                            ------------------------------------
                                             Its Chief Financial Officer

                                       PLAINS COMMERCE BANK (formerly
                                       known as BANK OF HOVEN)


                                       By:  /s/ Stephen Hageman
                                            ------------------------------------
                                         Title:  President/CEO

                                       THORNTON CAPITAL ADVISORS, INC.



                                       By:  /s/ Mark Bernier
                                            ------------------------------------
                                         Title:  President

                                       RECOVERY PARTNERS II, LLC
                                       By:  Thornton Capital Advisors, Inc., its
                                       managing member

                                       By:  /s/ Mark Bernier
                                            ------------------------------------
                                             Title:Its President


<PAGE>




                                    EXHIBIT A

                           BILL OF SALE AND ASSIGNMENT

         For value received and subject to the terms and conditions of the
Repurchase Agreement dated as of December 31, 2001 (the "Agreement") among The
Credit Store, Inc., a Delaware corporation ("TCSI"), Plains Commerce Bank
(formerly known as Bank of Hoven), a South Dakota State Bank ("Bank"), and
Thornton Capital Advisors and/or Recovery Partners II ("Investor"), TCSI and the
Bank hereby transfer, sell, assign, convey, grant, bargain, set over and deliver
to Investor, and to Investor's successors and assigns, certain Credit Card
Receivables described in the Agreement.

         Except as provided in the Agreement, this Bill of Sale and Assignment
is executed by TCSI without recourse and without representations or warranties.

         This Bill of Sale and Assignment is executed by Bank without recourse
and without representations or warranties, except that Bank warrants that it has
good and marketable title to the Credit Card Receivables as of the Closing Date,
free and clear of any liens created or suffered by the Bank, and has the
corporate authority to transfer such Credit Card Receivables to Investor as
contemplated by the Repurchase Agreement.

THE CREDIT STORE, INC.
a Delaware corporation

By:
   -------------------------------
   Name:
        --------------------------
   Title:
         -------------------------
PLAINS COMMERCE BANK (formerly known as BANK OF HOVEN) a South Dakota state bank

By:
   -------------------------------
   Name:
        --------------------------
   Title:
         -------------------------
   Date: ____________________, 2002

<PAGE>







                                    EXHIBIT E

                   ASSIGNMENT OF FINANCING STATEMENT FROM BANK

         [FORM OF IN-LIEU DELAWARE FILING AND ASSIGNMENT TO BE ATTACHED]

<PAGE>


                                    EXHIBIT E

                               CREDIT CARD ACCOUNT

                         SERVICING TERMS AND CONDITIONS

         1. Servicing of Credit Card Accounts. TCSI shall perform its normal and
customary servicing with respect to the Credit Card Receivables, as specified
more particularly in this Section 1 of this Exhibit "E all in accordance with
good business policies, practices, procedures and internal controls applicable
to the management and administration of credit cards and, without limiting the
foregoing, specifically in accordance with standards and practices employed by
TCSI for bank credit card receivables owned by TCSI for its account. In
conducting servicing, TCSI shall manage, perform and enforce the terms of the
cardholder agreements and enforce any and all of the obligations and liabilities
of cardholders under such cardholder agreements in accordance with the exercise
of TCSI's prudent business practices, which, without limitation, shall include
providing customer service, security and fraud monitoring and control,
collections and payment processing. In performing its servicing duties
hereunder, TCSI shall use its best efforts to meet the following standards:

                  1.1      Customer service correspondence shall be responded to
                           in thirty (30) days or less;

                  1.2      Customer calls shall be answered within sixty (60)
                           seconds;

                  1.3      Customer service call abandon rates shall be five
                           percent (5%) or less;

                  1.4      Payments received by 9:00 a.m. at the remittance
                           address shall be effective dated the day of receipt;
                           and

                  1.5      Collection efforts must consist of a minimum of three
                           telephone attempts and one collection letter per
                           month for accounts one or more billing cycles
                           delinquent, with the first telephone attempt being
                           made within ten (10) days following the occurrence of
                           the delinquency.

         2. Charge-Back Processing. Investor acknowledges that, in the course of
servicing credit card accounts, TCSI shall act as an intermediary between
Cardholders and merchants in the satisfaction of disputed charges. TCSI will
receive and register each such dispute and perform all functions necessary to
discharge its responsibilities under the By-Laws and Operating Rules of Visa(R)
or MasterCard(R), as the case may be, including strict adherence to rules and
regulations relating to consumer disputes and merchant resolutions. In the
event, however, that such efforts are wholly or partially unsuccessful, then
charges which remain unresolved between a cardholder and the merchant, commonly
referred to as "charge-backs," shall be deducted from the Credit Card
Receivables, and TCSI shall be obligated to transfer to Investor a substitute
credit card receivable, in like amount, in order to maintain the Collateral
Ratio as specified in the Repurchase Agreement.

<PAGE>

         3. Segregation of Activity. TCSI will employ all necessary means to
ensure that all activity pertaining to credit card accounts is appropriately
segregated from other operations of TCSI. Such means shall include the
maintenance of regular separate reporting capability for all material items of
accounting information regarding the Credit Card Receivables. TCSI shall provide
Investor with monthly cash flow and delinquency reports regarding the Credit
Card Receivables. All Collections and proceeds thereof shall be held by TCSI in
trust for Investor except during the Servicing Fee Payment Period.

         4. Inspection Rights. TCSI shall permit Investor, or any agent,
designee or representative of Investor to have full and free access during
normal business hours upon reasonable prior notice to all the books,
correspondence, computer data and records of TCSI insofar as they relate to the
Credit Card Receivables. Investor shall have the right, at its expense, upon
reasonable notice to TCSI, to conduct an audit of all or any portion of the
records (including computerized records) of TCSI as the same pertain to the
Credit Card Receivables.

         5. Compliance with Laws. TCSI shall comply in all material respects
with applicable laws, rules and regulations applicable to the servicing of the
Credit Card Receivables.

         6. Interruption of Servicing. If TCSI is prevented from performing its
obligations under this Agreement, due to causes beyond its reasonable control,
including without limitation, strikes, riots, tornadoes, fires, power failures,
the failure or closure of a financial institution, machine breakdowns,
computer-associated equipment outages, or any other catastrophe rendering its
data processing center wholly or partially inoperable, TCSI shall not be liable
for any loss or damage to Bank. TCSI shall, through its own facilities,
suppliers of computer equipment, or other processors, use its reasonable efforts
to promptly provide processing services of comparable quality to those which had
been provided by TCSI prior to the disruption in services.

         7. Term of Servicing Agreement. The term of TCSI's obligation to
service the credit card accounts pursuant to this Agreement shall expire on the
earlier to occur of (x) the second anniversary of the Closing Date and (y) the
Repurchase Date. At any time after default by TCSI under this Agreement,
Investor may terminate this Servicing Agreement upon ninety (90) days written
notice, provided, however, that Investor shall have the right to terminate this
Servicing Agreement effective immediately upon written notice in the event of a
failure by TCSI to turn over the proceeds of Collections to Investor in
accordance with this Agreement, or any other act of fraud or conversion by TCSI.

         8. Servicing Report. TCSI shall deliver a Servicing Report to Investor
on or before the tenth (10th) day of each month.


<PAGE>


                                    EXHIBIT F

                            FORM OF SERVICING REPORT

                              [TO BE ADDED BY TCSI]





<PAGE>




                                   ADDENDUM A
                 DECEMBER 26, 2002 STOCK TRANSACTION TERM SHEET

                              [TO BE ADDED BY TCSI]






<PAGE>


                                   ADDENDUM B

                                [TCSI LETTERHEAD]

Mark Bernier
President and CEO

Thornton Capital Advisors, Inc.
9710 Scranton Road
San Diego, CA 92121

Dear Mark:

         Reference is made herewith to the Revised Term Sheet (the "Stock Term
Sheet") between us and yourselves, dated December 26, 2001 which describes a
potential transaction (the "Stock Transaction").

         Contemporaneously herewith, you and we are executing a Repurchase
Agreement, pursuant to which you will purchase certain Credit Card Receivables
for a price of $8,000,000, subject to certain circumstances under which we will
repurchase those Credit Card Receivables (the "Repurchase"). Capitalized terms
not otherwise defined herein shall have the same meaning as in the Repurchase
Agreement.

         This letter will confirm the following understandings which we have
reached with respect to the Stock Term Sheet in light of the Repurchase
Agreement.

         In the event the Repurchase has not occurred by the time that the Stock
Transaction is consummated, then (a) Investor shall contribute the Credit Card
Receivables and its rights under the Repurchase Agreement to Newco (as defined
in the Stock Term Sheet); and (b) such contribution shall be deemed, to the
extent of then-applicable Repurchase Price, to be a partial satisfaction of
Investor's obligation to deliver cash to CS. Specifically, the $25 million
requirement in the Stock Term Sheet will be deemed to have been funded to the
extent of the Repurchase Price as of the date such Credit Card Receivables are
contributed, and such amount of additional funding will be reduced to $25
million, less such Repurchase Price. In addition, the $18,750,000 requirement in
the Stock Term Sheet for an increase in TCSI net worth will be deemed to have
been satisfied to the extent of the Repurchase Price as of the date such Credit
Card Receivables are contributed, and the amount of additional net worth
contribution shall be reduced to $18,750,000, less such Repurchase Price.

         Upon Investor's contribution of the Credit Card Receivables to Newco,
in accordance with the preceding paragraph, the rights of Investor under the
Repurchase Agreement shall be vested in Newco and shall constitute an
intercompany obligation between us and Newco.


<PAGE>


         This letter will also confirm that the Board of Directors of The Credit
Store has approved the Stock Term Sheet as modified by this letter, and that we
are committed to documenting and closing the Stock Transaction as soon as
possible. Notwithstanding the foregoing, neither party shall have any obligation
to the other with respect to the Stock Transaction until resolution of all
contract matters, completion of due diligence and the execution of formal
contract documents.

                                            Very truly yours,



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