Exhibit 10.52


                           REVOLVING CREDIT AGREEMENT

                                     BETWEEN

                             THE CREDIT STORE, INC.
                                       AND

                              PLAINS COMMERCE BANK

                                 March 15, 2002


                                                                          4/9/02



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                           REVOLVING CREDIT AGREEMENT

                           Dated as of March 15, 2002

         The Credit Store, Inc., a Delaware corporation (the "Borrower") located
at 3401 North Louise Avenue, Sioux Falls, South Dakota 57107, and Plains
Commerce Bank, a South Dakota state bank (the "Bank") located at 202 Main
Street, Hoven, South Dakota 57450, agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1. Definitions. As used in this Agreement the following terms
shall have the following meanings (and such meanings shall be equally applicable
to singular and plural forms of the terms defined):

         "Advances" shall mean loans made by the Bank to the Borrower pursuant
to Section 2.3 of this Agreement.

         "Borrowing Base" shall mean an amount equal to 60% of the Borrowing
Base Receivables which are subject to a first priority security interest in
favor of the Bank.

         "Borrowing Base Receivables" shall mean all amounts which are (a) owed
by Cardholders under the Credit Card Accounts from time to time including,
without limitation, any amounts owing for the payment of goods and services and
for cash advances, annual membership fees, over limit fees, late payment fees,
periodic finance charges, and any other fee, expense or charge of every nature,
kind and description, and (b) included in the closing balance on the FDR CD 621
report (or any successor report including substantially similar information)
provided to Borrower by First Data Resources on a daily basis.

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         "Business Day" shall mean any day other than a Saturday, Sunday or a
public holiday or the equivalent under the laws of the State of South Dakota.

         "Cardholder" means any person obligated on a Credit Card Account.

         "Collateral Receivables" shall mean all amounts which are owed by
Cardholders under the Credit Card Accounts from time to time including, without
limitation, any amounts owing for the payment of goods and services and for cash
advances, annual membership fees, over limit fees, late payment fees, periodic
finance charges, and any other fee, expense or charge of every nature, kind and
description.

         "Credit Card Accounts" means all Visa USA, Inc. credit card accounts
which are owned by Bank and identified on the books and records of Borrower with
a permanent pool identification number of 2002200.

         "Daily Activity Report" shall mean a report of Borrower substantially
in the form of Exhibit A which shows on a daily basis, among other things, the
Borrowing Base Receivables, and the principal balance of the Note, and which is
delivered to the Bank pursuant to Section 5.1(a).

         "Discount Rate" shall mean the rate established by the Bank weekly as
its discount rate of interest for non-consumer loans. As of the date hereof, the
Discount Rate is 7 3/4 % per annum.

         "Intercreditor Agreements" shall mean the Intercreditor Agreements, in
form and substance acceptable to Bank, with each of Coast Business Credit, a
division of Southern Pacific Bank ("Coast"), J.L.B. of Nevada, Inc. ("J.L.B."),
and Thornton A.L. Advisors, Inc., and Recovery Partners II, LLC (collectively
"Thornton"). "Loan Documents" shall mean this Agreement, the Note, the Security
Agreement, and all other documents to be executed in connection with this
Agreement.

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         "Lockbox Agreement" shall mean the Lockbox Agreement dated as of
December 1, 2001, as amended, among the Borrower, Wells Fargo Bank Minnesota,
National Association, First Premier Bank, Coast, The Varde Fund IV-A, L.P.
("Varde"), M M & S Investments Corporation ("MM&S"), and certain other parties.

         The "Lockbox Paying Agent Agreement" shall mean the Lockbox Paying
Agent Agreement dated as of December 1, 2001, as amended, among the Borrower,
Wells Fargo Bank Minnesota, National Association, Coast, Varde, MM&S, and
certain other parties.

         "Note" shall mean the note described in Section 2.2 and any and all
renewals, replacements, and amendments thereof.

         "Person" shall mean an individual, corporation, partnership, joint
venture, trust or unincorporated organization or government or other agency or
political subdivision thereof.

         "Requirements of Law" with respect to any Person shall mean any law,
ordinance, statute, treaty, rule, judgment, regulation or other determination or
finding of any arbitrator or governmental authority applicable to or binding
upon such Person or to which such Person is subject, whether federal, state,
county, local or otherwise (including without limitation usury laws, the Federal
Truth in Lending Act, the Fair Debt Collection Practices Act, the Federal Equal
Credit Opportunity Act, the Fair Credit Reporting Act, the Federal Deposit
Insurance Act, the National Bank Act, and Regulations B, E, and Z of the Board
of Governors of the Federal Reserve System), and all rules, regulations, and
operating policies of Visa USA, Inc. which in all cases if violated would
adversely affect the value or collectability of the Credit Card Accounts or
Collateral Receivables or could result in a claim being made by a Cardholder
with respect to the Credit Card Accounts.

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         "Security Agreement" shall mean the security agreement described in
         Subsection 3.1(b). "Subsidiary" shall mean any corporation of which
         more than 50% of the outstanding capital stock

having ordinary voting power to elect a majority of the board of directors of
such corporation (irrespective of whether or not any other class or classes of
stock of such corporation shall or might have voting power upon the occurrence
of any contingency) is at the time directly or indirectly owned by the Borrower,
by the Borrower and one or more other Subsidiaries, or by one or more other
Subsidiaries.

         Section 1.2. Accounting and Other Terms. All accounting terms not
specifically defined in this Agreement shall be construed in accordance with
generally accepted accounting principles. Other terms defined herein shall have
the meanings ascribed to them herein.

                                   ARTICLE II

                                 REVOLVING LOAN
                                 --------------

         Section 2.1. Revolving Loan. The Bank agrees, in accordance with the
terms and conditions of this Agreement, to make advances (the "Advances") to the
Borrower from time to time from April 4, 2002, to and including the earlier of
April 4, 2003 (the "Termination Date") or the termination of this Agreement
pursuant to its terms, in an aggregate principal amount not to exceed $3,000,000
outstanding at any one time; provided, however, that the aggregate principal
amount of Advances outstanding shall not at any time exceed the lesser of (i)
the Borrowing Base or (ii) $3,000,000. Within the limits contained herein the
Borrower may borrow, prepay pursuant to Section 2.6 and reborrow under this
Section 2.1.



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         Section 2.2. The Note. The Advances made by the Bank shall be evidenced
by a Note which is in substantially the form of Exhibit B attached hereto and is
delivered to the Bank pursuant to Article III. The Note shall have a maturity of
April 4, 2003, and shall provide for interest at the rate of 2% over the
Discount Rate. The Note shall be secured by a first priority security interest
in the Collateral Receivables in favor of Bank; provided, however, upon the
request of Borrower which shall be no more often than once each month the Bank
agrees to release the receivables related to specific Credit Card Accounts
requested by Borrower from its security interest on the conditions that (a) no
Event of Default has occurred and is continuing hereunder, and (b) such release
will not cause the principal amount outstanding under the Note, after taking
into consideration any prepayment made concurrently with such requested release,
to exceed the Borrowing Base as shown on the most recent Daily Activity Report.

         Section 2.3. Making of Advances. Borrower may request advances
("Advances") under this Agreement by giving notice to the Bank on the Daily
Activity Report no later than 2:00 p.m. Central Time on any Business Day. Any
request for an Advance shall be deemed to be a representation that the
Borrower's representations and warranties contained in Section 4.1 and the
information contained in its Daily Activity Reports are true and correct as of
the date of the Advance as though made on and as of such date and that no event
has occurred and is continuing, or will result from such Advance, which
constitutes an Event of Default or would constitute an Event of Default but for
the requirement that notice be given or time elapse or both. An Advance shall be
made by crediting immediately available funds in the amount of the Advance to
any of Borrower's deposit accounts maintained with the Bank as specified by the
Borrower from time to time.



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         Section 2.4. Origination Fee. On the date hereof, the Borrower agrees
to pay to the Bank an origination fee (the "Origination Fee") in the amount of
$30,000 .

         Section 2.5. Interest and Payments.

                  (a) The Borrower shall repay, and shall pay interest on, the
         aggregate unpaid principal amount of all Advances in accordance with
         the terms contained in this Agreement and the Note. All payments of
         principal, interest and fees under this Agreement shall be made when
         due to the Bank in immediately available funds. All computations of
         interest shall be made by the Bank on the basis of the actual number of
         days elapsed in a year of 360 days. Whenever any such payment shall be
         due on a non-Business Day such payment shall be made on the next
         succeeding Business Day, and such extension of time shall be included
         in the computation of interest. The Bank is expressly authorized to
         charge any principal or interest payment, when due, to any account of
         Borrower maintained at the Bank. The Borrower shall pay all other fees
         and charges as provided in this Agreement and the other Loan Documents.

                  (b) On a daily basis, Borrower shall pay or cause to be paid
         and apply all payments and other amounts received on account of the
         Collateral Receivables, as follows:

                           (i) First, to fund new Collateral Receivables
                  resulting from purchases and cash advances on the Credit Card
                  Accounts, and such new Collateral Receivables shall be subject
                  to the Bank's security interest and shall secure all of the
                  Borrower's obligations to Bank under this Agreement and the
                  Note; provided, however, to the extent amounts received by
                  Borrower are insufficient to fund such new purchases, cash
                  advances, and other required payments by Borrower on the



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                  Credit Card Accounts, Borrower covenants and agrees to fund
                  such amounts on a daily basis from other sources and Bank
                  shall have no liability or obligation to fund such amounts;
                  and

                           (ii) Second, all remaining amounts shall be wire
                  transferred to Bank in accordance with the terms of the
                  Lockbox Agreement and the Lockbox Paying Agent Agreement on
                  each Business Day for the purpose of paying principal and
                  other amounts owing under this Agreement and the Note. Such
                  payments shall be in addition to all payments required by the
                  Note.

Bank acknowledges that Borrower is a party to the Lockbox Agreement and the
Lockbox Paying Agent Agreement which provide, among other things, for a two-day
delay between the time of receipt of checks and other payments at the lockbox on
account of the Collateral Receivables and the release of such funds as provided
in the Lockbox Agreement and the Lockbox Paying Agent Agreement.

         Section 2.6. Voluntary Prepayment. The Borrower may, upon notice to the
Bank without penalty or premium, prepay the Note in whole or in part.

         Section 2.7. Mandatory Prepayment or Addition of Credit Card Accounts.
In the event that the aggregate outstanding principal amount of the Note shall
exceed the Borrowing Base as shown on the Daily Activity Report at any time, the
Borrower shall immediately (a) pay to the Bank the amount of such excess, or (b)
transfer additional credit card accounts into Borrower's pool #2002200 by
tagging such additional credit card accounts in Borrower's records with the
permanent identification number 2002200, so that the outstanding principal
amount of the Note no longer exceeds the Borrowing Base as shown on the most
recent Daily Activity Report.


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                                   ARTICLE III

                              CONDITIONS OF LENDING

         Section 3.1. Conditions Precedent to Initial Advance. The Bank shall
have no obligation to make the initial Advance hereunder unless the Bank shall
have received on or before the date of such Advance the following documents:

                  (a) The Note properly executed and delivered on behalf of the
         Borrower.

                  (b) The Security Agreement properly executed and delivered on
         behalf of the Borrower, granting to the Bank a first priority security
         interest in all Collateral Receivables and other property described
         therein as security for the performance of the Borrower's obligations
         under this Agreement and the Note, together with any financing
         statement, lockbox agreement or control agreement, or other document
         deemed necessary or desirable by the Bank to perfect the security
         interest granted by the Security Agreement.

                  (c) The Intercreditor Agreements acceptable to Bank in form
         and substance.

                  (d) The Amendments to the Lockbox Agreement and the Lockbox
         Paying Agent Agreement and Supplements to the Lockbox Agreement and
         Lockbox Paying Agent Agreement, in all cases in form and substance
         acceptable to Bank.

                  (e) An opinion of counsel to the Borrower in favor of the Bank
         in a form and as to such matters as the Bank may request.

                  (f) A certificate by the secretary of the Borrower certifying
         resolutions of the board of directors of the Borrower, approving the
         execution and delivery of the Loan Documents and approving all other
         matters contemplated by this Agreement.


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                  (g) A certificate by the secretary of the Borrower certifying
         the names of the officer or officers of the Borrower authorized to sign
         the Loan Documents, together with a sample of the true signature of
         such officer or officers.

                  (h) A certificate of good standing for the Borrower dated
         within 30 days of the date hereof, and articles of incorporation of the
         Borrower certified by the Delaware Secretary of State as of a date
         within 30 days of the date hereof.

                  (i) A certificate by the secretary of the Borrower certifying
         the Borrower's bylaws.

                  (j) A Daily Activity Report as of the date of closing.

                  (k) (A) An amendment to the Bankcard Marketing Agreement dated
         February 9, 1999, between the parties and an amendment to the Purchase
         Agreement dated February 9, 1999, between the parties, both in form and
         substance acceptable to the Bank, providing that an Event of Default
         occurring under this Agreement shall be an additional event of
         termination under the Bankcard Marketing Agreement and under the
         Purchase Agreement, and providing for the delivery by Borrower of
         certain agreements from purchasers and secured parties of Borrower, and
         (B) agreements from Coast, J.L.B., Thornton, Varde, and North Division
         Associates in form and in substance satisfactory to Bank and providing
         for the application of payments received on account of certain credit
         card accounts.


         Section 3.2. Conditions Precedent to Each Advance. Each Advance
(including the initial Advance) shall be subject to the further conditions
precedent, that on the date of such Advance:


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                  (a) The representations and warranties contained in Section
         4.1 of this Agreement are correct on and as of the date of such Advance
         as though made on such date; and

                  (b) No event has occurred and is continuing, or will result
         from such Advance, which constitutes an Event of Default or would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         Section 4.1. Representations and Warranties of the Borrower. To induce
the Bank to make Advances, the Borrower represents and warrants as follows:

                  (a) Existence of Borrower. The Borrower is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         the State of Delaware.

                  (b) Authority to Execute. The execution, delivery and
         performance by the Borrower of the Loan Documents are within the
         Borrower's corporate powers, have been duly authorized by all necessary
         corporate action, do not and will not conflict with any provision of
         law or of the charter or by-laws of the Borrower or of any agreement or
         contractual restriction binding upon or affecting the Borrower or any
         of its property, and need no further shareholder or creditor consent
         except the consent of Coast, J.L.B., and Thornton.

                  (c) Binding Obligation. This Agreement is, and the other Loan
         Documents when delivered hereunder will be, legal, valid and binding
         obligations of the Borrower enforceable against the Borrower in
         accordance with their respective terms.


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                  (d) Governmental Approval. No consent of, or filing with, any
         governmental authority or court, including, without limitation, any
         bankruptcy court is required on the part of Borrower in connection with
         the execution, delivery or performance of any Loan Documents except for
         the filing by Bank of financing statements to perfect its security
         interest in the collateral.

                  (e) Financial Statements. The audited financial statements of
         the Borrower as of June 30, 2001, and the unaudited financial
         statements of the Borrower as of December 31, 2001, copies of which
         have been furnished to the Bank, have been prepared in conformity with
         generally accepted accounting principles consistently applied and
         present fairly the financial condition of the Borrower as of such
         dates, and the results of the operations of the Borrower for the
         financial periods then ended, except for any necessary year-end
         adjustments in the case of the unaudited statements, and since such
         dates, there has been no materially adverse change in such financial
         condition.

                  (f) Litigation. No material litigation or governmental
         proceeding is pending or threatened against the Borrower or Borrower's
         properties except for litigation described on Schedule 4.1(f). No
         bankruptcy proceeding is pending or threatened against the Borrower.

                  (g) Title to Assets. Borrower has good and marketable title to
         all assets reported on its most recent balance sheet, and none of such
         assets is subject to any mortgage, pledge, lien, security interest or
         encumbrance of any kind, except for current taxes not delinquent, and
         except as listed on Schedule 4.1(g) to this Agreement.

                  (h) Taxes. The Borrower has filed all federal and state income
         tax returns which are required to be filed, and has paid all taxes
         shown on such returns to be due and


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         all other tax assessments received by it to the extent that such
         assessments have become due.

                  (i) ERISA. No Plan (as that term is defined in the Employees'
         Retirement Income Security Act of 1974 ("ERISA")) of Borrower which is
         subject to Part 3 of Subtitle B of Title 1 of ERISA had an accumulated
         funding deficiency (as such term is defined in ERISA) as of the last
         day of the most recent fiscal year of such Plan ended prior to the date
         hereof, or would have had such an accumulated funding deficiency on
         such date if such year were the first year of such Plan, and no
         material liability to the Pension Benefit Guaranty Corporation has
         been, or is expected by the Borrower to be, incurred with respect to
         any such Plan. No Reportable Event (as defined in ERISA) has occurred
         and is continuing in respect to any such Plan.

                  (j) Defaults. The Borrower is not in default in the payment of
         principal or interest on any indebtedness for borrowed money and is not
         in default under any instrument or agreement under or subject to which
         any indebtedness for borrowed money has been issued, and no event has
         occurred and is continuing which, with or without the lapse of time or
         the giving of notice, or both, constitutes or would constitute an event
         of default under any such instrument or agreement or an Event of
         Default hereunder.

                  (k) Subsidiaries. All of Borrower's Subsidiaries are listed on
         Schedule 4.1(k).

                  (l) Patents, Trademarks. The Borrower has good and marketable
         title to all patents, trademarks, processes, copyrights, franchises and
         licenses, title to which is necessary for the operation of Borrower's
         businesses.

                  (m) Compliance by Borrower with Requirements of Law. The
         Borrower has not, and to the knowledge of Borrower all prior owners of
         the Collateral Receivables and


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         Credit Card Accounts have not, failed to comply with all material
         Requirements of Law. The Borrower has all governmental licenses,
         permits and other authorities necessary to conduct its business and to
         use its properties in the manner in which they are presently being
         used.

                  (n) Collateral Receivables. With respect to each Collateral
         Receivable: (a) such Collateral Receivable has arisen under a Credit
         Card Account; (b) said Collateral Receivable has been originated in
         compliance with all material Requirements of Law; (c) except as listed
         in Schedule 4.1(g), Borrower has good and marketable title thereto free
         and clear of any and all security interests and liens; (d) such
         Collateral Receivable is not subject to offset, recoupment, adjustment
         or any other claim or defense of a Cardholder other than as permitted
         by the federal Truth in Lending Act and applicable rules of Visa USA,
         Inc.; (e) with respect to the creation of such Collateral Receivables,
         any and all licenses, approvals, authorizations, registrations, and/or
         declarations with or of any governmental authority of the United States
         or any state required to be obtained, effected or given by the Borrower
         have been duly obtained, effected or given and all are in full force
         and effect after such date of creation; (f) each Collateral Receivable
         represents the legal, valid and binding payment obligation of the
         relevant Cardholder collectable from such Cardholder in the ordinary
         course and enforceable against such Cardholder in accordance with the
         terms of the applicable credit card agreement except as enforcement may
         be limited by equitable principles and bankruptcy and similar laws
         relating to creditors' rights generally; and (f) Borrower has no reason
         to believe that any Collateral Receivable is not collectable in the
         ordinary course.



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                  (o) Servicing of Credit Card Accounts. All Credit Card
         Accounts have been properly accounted for and all payments or monies
         received by Borrower with respect to the payment of any Collateral
         Receivable have been properly applied. Each Credit Card Account has
         been properly maintained and serviced in all respects by Borrower in
         accordance with the applicable credit card agreements, all material
         Requirements of Law, all of Borrower's policies and procedures, and in
         a manner consistent with, and not in violation of, any standard and
         customary practices utilized by Borrower with respect to all other
         credit card accounts and receivables which Borrower services and which
         are not a part of the Credit Card Accounts.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

         Section 5.1. Affirmative Covenants. So long as the Note shall remain
unpaid or outstanding hereunder, the Borrower will, unless the Bank shall give
its prior written consent:

                  (a) Financial Reporting. Furnish to the Bank: (i) as soon as
         available and in any event within 45 days after the end of each quarter
         (except the final quarter) of each fiscal year of the Borrower, balance
         sheets of the Borrower as of the end of such quarter and statements of
         income and retained earnings of the Borrower for the period commencing
         at the end of the previous fiscal year and ending with the end of such
         quarter, certified by the chief financial officer of the Borrower and
         in a format reasonably acceptable to the Bank; (ii) as soon as
         available and in any event within 90 days after the end of each fiscal
         year of the Borrower, a copy of the audited financial statements for
         such year for the Borrower, certified in a manner acceptable to the
         Bank by independent public accountants acceptable to the Bank; (iii)
         promptly upon the sending or filing


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         thereof copies of all public reports issued by the Borrower to its
         security holders generally, to the Securities and Exchange Commission
         or to any national securities exchange; (iv) on each Business Day, no
         later than 10:00 a.m. Central Time, a Daily Activity Report; and (v)
         such other information concerning the conditions or operations,
         financial or otherwise, of the Borrower as the Bank from time to time
         may reasonably request;


                  (b) Visitation Rights. At any reasonable time and from time to
         time, permit the Bank or any agents, representatives or participants
         thereof, to examine and make copies of and abstracts from the records
         and books of account of, and visit the properties of, the Borrower, and
         to discuss the affairs, finances and accounts of the Borrower with any
         of its officers or directors; and permit the Bank or any agents,
         representatives or participants thereof, to conduct an audit and
         inspection, at Borrower's expense, of all of the Borrower's assets
         securing this Agreement and the Note.

                  (c) Notification of Default. Notify the Bank as promptly as
         practicable (but in any event not later than 2 Business Days) after
         Borrower obtains knowledge of: (i) the occurrence of any event which
         constitutes an Event of Default or which would constitute an Event of
         Default with the passage of time or the giving of notice or both; or
         (ii) the commencement of any litigation or governmental proceedings of
         any type which could materially adversely affect the financial
         condition or business operations of the Borrower.

                  (d) Compliance Certificate. At the time any financial
         statement is required to be provided to Bank under this Agreement,
         provide to Bank a certificate substantially in the form of Exhibit C
         signed by the chief financial officer of the Borrower stating whether
         or not such officer has knowledge of the occurrence of any Event of
         Default or


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         any event which would constitute an Event of Default with the passage
         of time or the giving of notice or both, or, if such officer has
         knowledge of such an event, stating in reasonable detail the
         circumstances surrounding such event and action proposed by the
         Borrower to cure such event.

                  (e) Keeping of Financial Records and Books of Account.
         Maintain proper financial records in accordance with generally accepted
         accounting principles consistently applied which fully and correctly
         reflect all financial transactions and all assets and liabilities of
         the Borrower.

                  (f) Maintenance of Insurance. Maintain such insurance with
         reputable insurance carriers as is normally carried by companies
         engaged in similar businesses and owning similar property.

                  (g) Maintenance of Properties. Maintain and preserve all of
         its properties, necessary or useful in the proper conduct of its
         business, in good working order and condition, ordinary wear and tear
         excepted.

                  (h) Payment of Taxes. Pay all tax assessments and governmental
         charges of any kind payable by it as such taxes, assessments and
         charges become due and before any penalty shall be imposed, except as
         Borrower shall contest in good faith and by appropriate proceedings
         providing such reserves as are required by generally accepted
         accounting principles.

                  (i) Compliance with ERISA. Cause each retirement plan of the
         Borrower that is subject to the provisions of ERISA to comply and be
         administered in accordance with those provisions of ERISA which are
         applicable to such plan.


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                  (j) Preservation of Corporate Existence. Preserve and maintain
         its corporate existence, rights, franchises and privileges in the
         jurisdiction of its incorporation, and qualify and remain qualified, as
         a foreign corporation in each jurisdiction in which such qualification
         is necessary or desirable in view of its business and operations or the
         ownership of its properties.

                  (k) Compliance by Borrower with Laws. Comply with all material
         Requirements of Law; and continue to hold all governmental licenses,
         permits and other authorities necessary to conduct its business and to
         use its properties in the manner in which they will be used.

                  (l) Servicing. Continue to administer and service the Credit
         Card Accounts and Collateral Receivables in accordance with the
         Borrower's usual policies and procedures, and with the same exercise of
         care and diligence as it exercises and has exercised with all of its
         credit card portfolios.

         Section 5.2. Negative Covenants. So long as the Note shall remain
unpaid or outstanding hereunder, the Borrower will not, unless the Bank shall
give its prior written consent:

                  (a) Merger. Merge or consolidate with any other Person; sell,
         transfer, convey, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or a substantial
         portion of its assets (whether now owned or hereafter acquired) to any
         other Person except for sales and financings of accounts receivable
         (that are not Collateral Receivables) in the ordinary course of
         Borrower's business.

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<PAGE>

                  (b) Transactions with Affiliates. Engage after the date
         hereof, in any transaction (including without limitation loans or
         financial accommodations of any kind) with:

                           (i) any director, officer or employee of the
                  Borrower;

                           (ii) any person who, individually or with his
                  immediate family, beneficially owns or holds 5% or more of
                  voting interest of the Borrower; or

                           (iii) any company in which any Person described above
                  in Subsections 5.2(b)(i) and (ii) owns a 5% or greater equity
                  interest;

         provided, such transactions (including agreements regarding the
         employment of any director, officer, or employee) are permitted if they
         are on terms no less favorable to the Borrower than would be obtainable
         if no such relationship existed; further, provided, with the approval
         of the board of directors of Borrower, Borrower may enter into a
         consulting contract with Jay L. Botchman or related entity providing
         for payments in the amount of $25,000 or less per month in exchange for
         consulting services relating to financing, capital structure, expertise
         regarding asset class, and similar matters.

                                   ARTICLE VI

                                     DEFAULT
                                     -------

         Section 6.1. Event of Default. "Event of Default" in this Agreement
means any of the following events:

                  (a) Failure of the Borrower to pay all or any part of the
         principal of the Note when due;

                  (b) Failure of the Borrower to pay any interest or fee
         required to be paid hereunder or on the Note when due;


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                  (c) Any representation or warranty made by, or on behalf of,
         Borrower in, or pursuant to, any Loan Document shall prove to have been
         incorrect in any material respect adverse to the Bank when made;

                  (d) Default in performance of any other covenant or agreement
         of Borrower in, or pursuant to, any Loan Document and continuance of
         such default or breach for a period of 15 days after written notice
         from Bank;

                  (e) Borrower shall generally not pay its debts as such debts
         become due, or shall admit in writing its inability to pay its debts
         generally, or shall make a general assignment for the benefit of
         creditors; or any proceeding shall be instituted by or against Borrower
         seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         custodianship, protection, relief, or composition of it or its debts
         under any law relating to bankruptcy, insolvency or reorganization or
         relief of debtors, or seeking the entry of an order for relief, or the
         appointment of a receiver, custodian, trustee, or other similar
         official for it or for any substantial part of its property, and in the
         case of an involuntary proceeding 60 days shall have elapsed since the
         commencement of such proceeding; or Borrower shall take any corporate
         action to authorize any of the actions set forth above in this
         subsection (e);

                  (f) Borrower shall fail to pay any debt for borrowed money in
         an original principal amount exceeding $ 25,000 (other than the debt
         evidenced by the Note) of the Borrower, or any interest or premium
         thereon, when due (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise) and such failure shall continue
         after the applicable grace period, if any, specified in the agreement
         or instrument relating to such



                                       19
<PAGE>


         debt; or any other default under any agreement or instrument relating
         to any such debt, or any other event, shall occur and shall continue
         after the applicable grace period, if any, specified in such agreement
         or instrument, if the effect of such default or event is to accelerate,
         or to permit the acceleration of, the maturity of such debt; or any
         such debt shall be declared to be due and payable, or required to be
         prepaid (other than by a regularly scheduled required prepayment) prior
         to the stated maturity thereof; provided, Borrower may contest in good
         faith amounts payable in the ordinary course of business to its
         vendors;

                  (g) The entry against Borrower of a final judgment, decree or
         order for the payment of money in excess of $25,000 and the continuance
         of such judgment, decree or order unsatisfied for a period of 30 days
         without a stay of execution;

                  (h) Any Reportable Event (as defined in ERISA) shall have
         occurred and continue for 30 days; or any Plan shall have been
         terminated by Borrower not in compliance with ERISA, or a trustee shall
         have been appointed by a court to administer any Plan, or the Pension
         Benefit Guaranty Corporation shall have instituted proceedings to
         terminate any Plan or to appoint a trustee to administer any Plan;

                  (i) A breach or default occurs under the Intercreditor
         Agreements, or a breach or default occurs under the Lockbox Agreement
         or the Lockbox Paying Agent Agreement described in Subsection 3.1(d)
         (which breach or default has an adverse effect on the Collateral
         Receivables), or a breach or default occurs under any of the agreements
         described in Subsection 3.1(k);

                  (j) An event of termination occurs under the Bankcard
         Marketing Agreement dated February 9, 1999, between Bank and Borrower,
         as amended, or under the Purchase Agreement dated February 9, 1999,
         between Bank and Borrower, as amended; or

                                       20
<PAGE>

                  (k) Any event or events occur which the Bank determines in
         good faith reasonably might impair the prospect of due and punctual
         payment of the Note, including without limitation any material
         deterioration in the condition, financial or otherwise, of the
         Borrower.

         Section 6.2. Rights and Remedies. If any Event of Default shall occur
and be continuing, the Bank may exercise any or all of the following rights and
remedies:

                  (a) Refuse to make any further Advances to the Borrower under
         the Note;

                  (b) Declare the Note, all interest thereon, and all other
         obligations under, or pursuant to, any Loan Document to be immediately
         due and payable, and upon such declaration the Note, interest and other
         obligations shall immediately be due and payable, without presentment,
         demand, protest or any notice of any kind, all of which are expressly
         waived;

                  (c) Exercise any right or remedy under any of the Loan
         Documents, or any other right or remedy of a secured party under the
         Uniform Commercial Code as in effect in South Dakota; and

                  (d) Exercise any other right or remedy available to the Bank
         at law or in equity.


         Section 6.3. Indemnification. Borrower agrees to indemnify, defend and
hold Bank harmless against any and all claims, damage, liability, loss, cost or
expense (including without limitation reasonable attorneys' fees and expenses)
incurred or suffered by Bank by reason of or resulting from or arising out of
(a) the operation of business conducted by Borrower prior to the date hereof
with respect to the Credit Card Accounts and the Collateral Receivables



                                       21
<PAGE>



including but not limited to failures to comply with all Requirements of Law,
and (b) the breach of any of the Borrower's representations, warranties, and
covenants contained herein.

                                   ARTICLE VII

                                  MISCELLANEOUS
                                  -------------

         Section 7.1. No Waiver; Cumulative Remedies. No failure or delay on the
part of the Bank in exercising any right or remedy under, or pursuant to, any
Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, remedy or power preclude other or further exercise
thereof, or the exercise of any other right, remedy or power. The remedies in
the Loan Documents are cumulative and are not exclusive of any remedies provided
by law.

         Section 7.2. Amendments and Waivers. No amendment or waiver of any
provision of any Loan Document shall be effective unless such amendment or
waiver is in writing and is signed by the Bank, and such amendment or waiver
shall be effective only in the specific instance and for the specific purpose
for which it was given.

         Section 7.3. Notices. All notices and other communications provided for
hereunder shall be in writing (including communication by facsimile) and mailed,
telecopied or delivered, if to the Borrower, at its address stated in the
preamble hereof, Attention: Kevin T. Riordan, President, and if to the Bank, at
its address stated in the preamble hereof, Attention: Stephen A. Hageman,
President; or, as to each party, at such other address as shall be designated by
such party in a written notice to the other party. All such notices and
communications shall when mailed be effective when deposited in the mails, or
when telecopied when transmission is complete and the confirmation notice has
been printed, addressed as aforesaid, except that



                                       22
<PAGE>


notices to the Bank pursuant to the provisions of Article II shall not be
effective until received by the Bank.

         Section 7.4. Costs and Expenses. The Borrower agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Bank in connection with
the preparation of the Loan Documents, including reasonable attorneys fees and
legal expenses, as well as all reasonable out-of-pocket costs and expenses of
the Bank, including reasonable attorneys fees and expenses, in connection with
the administration and enforcement of the Loan Documents after an Event of
Default (whether suit is commenced or not).

         Section 7.5. Right of Set-off. The Bank is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by the Bank
to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under any Loan Documents,
irrespective of whether or not the Bank shall have made any demand under any
Loan Documents. The rights of the Bank under this Section are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which the Bank may have.

         Section 7.6. Governing Law. All Loan Documents shall be governed by the
laws of the State of South Dakota. Any term used in this Agreement and not
otherwise defined herein shall have the definition, if any, given that term in
the Uniform Commercial Code as in effect in the State of South Dakota from time
to time. If any term in this Agreement shall be held to be illegal or
unenforceable, the remaining portions of this Agreement shall not be affected,
and this Agreement shall be construed and enforced as if this Agreement did not
contain the term held to be illegal or unenforceable.



                                       23
<PAGE>


         Section 7.7. Venue of Action. THE BORROWER HEREBY CONSENTS TO THE
EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN, OR WHOSE
DISTRICT ENCOMPASSES, POTTER COUNTY, SOUTH DAKOTA, AND WAIVES ANY OBJECTIONS
BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR
PROCEEDINGS RELATING TO THIS AGREEMENT, THE NOTE, THE SECURITY AGREEMENT, ANY
RELATED DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR
INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein shall affect the Lender's
right to bring proceedings against the Borrower in the competent courts of any
other jurisdiction or jurisdictions.

         Section 7.8. Waiver of Jury Trial. THE BORROWER AND THE LENDER HEREBY
JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT, THE NOTE, THE SECURITY AGREEMENT, AND ALL
DOCUMENTS RELATING TO THIS AGREEMENT, OR ANY TRANSACTION ARISING HEREFROM OR
CONNECTED HERETO. THE BORROWER AND THE LENDER EACH REPRESENTS TO THE OTHER THAT
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

         Section 7.9. Binding Effect; Assignment. All Loan Documents shall be
binding upon and inure to the benefit of the Borrower and the Bank and their
respective successors and assigns. The Borrower shall not have the right to
assign its obligations or interest under the Loan Documents without the prior
written consent of the Bank.


                                       24
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

                                             THE CREDIT STORE, INC.


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

                                             PLAINS COMMERCE BANK


                                             By  /s/ Stephen A. Hageman
                                                 ----------------------
                                                  Stephen A. Hageman, President


                                       25
<PAGE>

Exhibits
--------

A - Daily Activity Report
B - Note
C - Compliance Certificate

Schedules
---------

4.1(f)        Litigation
4.1(g)        Encumbrances
4.1(k)        Subsidiaries





                                      A-1
<PAGE>


                                    EXHIBIT A

                              DAILY ACTIVITY REPORT
<TABLE>
<CAPTION>
PLAINS COMMERCE BANK COMMERCIAL LOAN
DAILY ACTIVITY REPORT

FEB-02

                                                                            DAILY ACTIVITY                MONTHLY ACTIVITY

<S>                                                              <C>    <C>    <C>              <C>    <C>      <C>
BEGINNING O/S RECEIVABLES                                        27-FEB-02     $2,215,758.54    28-FEB-02       $2,215,758.54

CARDHOLDER ACTIVITY:
Current Month Net Amt Purch                                                                -                                -
Current Month Net Amt Cash                                                                 -                                -
    CHARGES/CASH ADVANCES                                                                  -                                -
Current Month Net Billed Int                                                               -                                -
Current Month Billed Late Chg                                                              -                                -
Current Month Billed OL Chg                                                                -                                -
Current Month Item Charge                                                                  -                                -
Current Month Annual Charge                                                                -                                -
Current Month Statement Charges                                                            -                                -
Current Month Misc. Charges                                                                -                                -
                                                                           ------------------             --------------------
    INTEREST/FEES ASSESSED
                                                                                           -                                -
    PAYMENTS
                                                                                           -                                -
   MISC ADJUSTMENTS
                                                                                           -                                -
   CHARGE-OFFS/CLOSE-OUTS/UNWINDS
                                                                                           -                                -

ENDING O/S RECEIVABLES                                           28-FEB-02     $2,215,758.54    28-FEB-02      $ 2,215,758.54
                                                                           ==================             ====================

CASH AVAILABILITY BASED ON DAILY SETTLEMENT:
    PAYMENTS                                                                        $      -
    CARDHOLDER FUNDING
                                                                                           -
          NET CARDHOLDER CASH ACTIVITY                                              $      -

DAILY BORROWING BASE:
     ENDING O/S RECEIVABLES                                                    $2,215,758.54                                -
     ADVANCE RATE - 60%                                                               60.00%
     MAXIMUM CREDIT LINE                                                       $1,329,455.12

LOAN RECONCILEMENT:
     BEGINNING BORROWINGS
     NET CARDHOLDER EXCESS CASH PAYDOWN
     NEW BORROWINGS
     ENDING BORROWINGS

     CURRENT AVAILABILITY                                                      $1,329,455.12

    MONTHLY INTEREST EARNED ON AVERAGE
BORROWINGS
       9.75% Annualized Rate
</TABLE>


                                      A-2
<PAGE>


                                    EXHIBIT B

                              REVOLVING CREDIT NOTE

$3,000,000.00                                                    March 15, 2002


         FOR      VALUE RECEIVED, THE UNDERSIGNED, THE CREDIT STORE, INC., A
                  DELAWARE CORPORATION (THE "BORROWER"), DOES HEREBY PROMISE TO
                  PAY TO THE ORDER OF PLAINS COMMERCE BANK (THE "BANK"), AT ITS
                  OFFICE AT HOVEN, SOUTH DAKOTA IN LAWFUL MONEY OF THE UNITED
                  STATES AND IN IMMEDIATELY AVAILABLE FUNDS, THE PRINCIPAL
                  AMOUNT OF THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) OR
                  THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF ALL ADVANCES (AS
                  DEFINED IN THE REVOLVING CREDIT AGREEMENT HEREAFTER DEFINED)
                  MADE TO THE BORROWER BY THE BANK PURSUANT TO THE REVOLVING
                  CREDIT AGREEMENT HEREINAFTER REFERRED TO, WHICHEVER IS LESS,
                  ON APRIL 4, 2003, AND TO PAY INTEREST ON THE UNPAID PRINCIPAL
                  AMOUNT OUTSTANDING FROM TIME TO TIME (COMPUTED ON THE BASIS OF
                  A YEAR OF THREE HUNDRED SIXTY (360) DAYS) FROM THE DATE OF
                  THIS REVOLVING CREDIT NOTE, IN LIKE MONEY, AT SAID OFFICE, AT
                  A RATE PER ANNUM EQUAL TO TWO PERCENT (2%) ABOVE THE RATE AS
                  ANNOUNCED FROM TIME TO TIME BY THE BANK AT ITS PRINCIPAL
                  OFFICE IN HOVEN, SOUTH DAKOTA AS ITS DISCOUNT RATE ("DISCOUNT
                  RATE") PAYABLE ON THE FIRST DAY OF EACH MONTH COMMENCING MAY
                  1, 2002. ANY AMOUNT OF PRINCIPAL HEREOF WHICH IS NOT PAID WHEN
                  DUE, WHETHER AT STATED MATURITY, BY ACCELERATION, OR
                  OTHERWISE, SHALL BEAR INTEREST FROM THE DATE WHEN DUE UNTIL
                  SAID PRINCIPAL AMOUNT IS PAID IN FULL, PAYABLE ON DEMAND, AT A
                  RATE PER ANNUM EQUAL AT ALL TIMES TO FOUR PERCENT (4%) ABOVE
                  THE DISCOUNT RATE. ANY CHANGE IN THE INTEREST RATE RESULTING
                  FROM A CHANGE IN THE DISCOUNT RATE SHALL BE EFFECTIVE AT THE
                  BEGINNING OF THE DAY ON WHICH SUCH CHANGE IN THE DISCOUNT RATE
                  BECOMES EFFECTIVE.

                                      A-3
<PAGE>

         THIS     REVOLVING CREDIT NOTE IS THE NOTE REFERRED TO IN THE REVOLVING
                  CREDIT AGREEMENT DATED MARCH 15, 2002, BETWEEN THE BORROWER
                  AND THE BANK (THE "REVOLVING CREDIT AGREEMENT"). THE REVOLVING
                  CREDIT AGREEMENT, AMONG OTHER THINGS, CONTAINS PROVISIONS FOR
                  ACCELERATION OF THE MATURITY OF THIS REVOLVING CREDIT NOTE
                  UPON THE HAPPENING OF CERTAIN STATED EVENTS AND ALSO FOR
                  PREPAYMENTS ON ACCOUNT OF THE PRINCIPAL OF THIS REVOLVING
                  CREDIT NOTE PRIOR TO THE MATURITY OF THE REVOLVING CREDIT NOTE
                  UPON THE TERMS AND CONDITIONS SPECIFIED IN THE REVOLVING
                  CREDIT AGREEMENT. THIS REVOLVING CREDIT NOTE IS SECURED BY A
                  SECURITY AGREEMENT REFERRED TO IN THE REVOLVING CREDIT
                  AGREEMENT, REFERENCE TO WHICH IS HEREBY MADE FOR A DESCRIPTION
                  OF THE COLLATERAL PROVIDED FOR UNDER THE SECURITY AGREEMENT
                  AND THE RIGHTS OF THE BORROWER AND THE BANK WITH RESPECT TO
                  SUCH COLLATERAL.

         THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE
OR FEDERAL COURT SITUATED IN, OR WHOSE DISTRICT ENCOMPASSES, POTTER COUNTY,
SOUTH DAKOTA, AND WAIVES ANY OBJECTIONS BASED ON FORUM NON CONVENIENS, WITH
REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS
REVOLVING CREDIT NOTE, ANY RELATED DOCUMENT, OR ANY TRANSACTIONS ARISING
THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing
herein shall affect the Lender's right to bring proceedings against the Borrower
in the competent courts of any other jurisdiction or jurisdictions.

         THE      BORROWER AND THE LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY
                  AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
                  RELATING TO THIS REVOLVING CREDIT NOTE AND ALL DOCUMENTS
                  RELATING TO THIS REVOLVING CREDIT NOTE, OR ANY TRANSACTION
                  ARISING HEREFROM OR CONNECTED HERETO. THE BORROWER AND THE
                  LENDER EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS
                  KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

         THIS     REVOLVING CREDIT NOTE SHALL BE GOVERNED BY THE LAWS OF THE
                  STATE OF SOUTH DAKOTA. PRESENTMENT FOR PAYMENT, DISHONOR,
                  NOTICE OF DISHONOR, AND ALL OTHER NOTICES ARE HEREBY WAIVED BY
                  BORROWER.

                                       THE CREDIT STORE, INC.


                                       By:
                                            ------------------------------------
                                       Its:
                                            ------------------------------------



                                      A-5
<PAGE>


                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE

         I, ____________________ the Chief Financial Officer of The Credit
Store, Inc., a Delaware corporation (the "Borrower"), DO HEREBY CERTIFY, in
connection with the delivery by the Borrower of [describe financial statements]
to Plains Commerce Bank (the "Bank") on this date pursuant to the Revolving
Credit Agreement dated as of March ___, 2001, between the Borrower and the Bank
(the "Credit Agreement," the terms defined therein being used herein as therein
defined), that:

         1. The representations and warranties of the Borrower contained in
Article IV of the Credit Agreement are correct on and as of the date hereof as
though made on and as of such date; and

         2. No event has occurred and is continuing which constitutes an Event
of Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both, or [if such officer has knowledge of
such an event, state in reasonable detail the circumstances surrounding the
event and the action proposed by the Borrower to cure such event].

         IN WITNESS WHEREOF, I have signed this Certificate this ___ day of
________, 200__.

                                          THE CREDIT STORE, INC.


                                          By:
                                              ----------------------------------
                                          Title:  Chief Financial Officer


                                      A-6
<PAGE>