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                                                                    EXHIBIT 10.8


                     FIRST AMENDMENT TO LOAN SALE AGREEMENT


         This FIRST AMENDMENT TO LOAN SALE AGREEMENT (this "Amendment") is made
and entered into as of the 13th day of January, 2000 by and among MBNA AMERICA
BANK, N.A., as seller (the "Seller") and MIDLAND CREDIT MANAGEMENT, INC., as
buyer (the "Buyer").


                                   WITNESSETH:

         WHEREAS, Seller and Buyer are parties to the Loan Sale Agreement, dated
as of September 1, 1999 (the "Loan Sale Agreement");

         WHEREAS, Seller and Buyer wish to amend the Loan Sale Agreement
effective as of the Amendment Effective Date (as defined in Section 5) to
provide for suspension or the termination of Buyer's obligations to purchase
Additional Loans in certain circumstances and certain other amendments;

         NOW, THEREFORE, in order to reflect the mutual understanding of the
parties hereto, the undersigned hereby agree and acknowledge that:

         Section 1. Certain Defined Terms.

         Capitalized terms which are used and not otherwise defined in this
Amendment shall have the respective meanings ascribed thereto in the Loan Sale
Agreement.

         Section 2. Amendment of Loan Sale Agreement.

          A. From and after the Amendment Effective Date, the Loan Sale
Agreement shall be modified by deleting Section 19.1 and Section 19.3 of the
Loan Sale Agreement in their entirety and replacing them with the following
provision:

                  Section 19.1 Term of Agreement. (a) Notwithstanding that this
         Agreement may be terminated at any time in accordance with the
         provisions of Article 12 hereof, the initial term of this Agreement
         shall commence on the first Transfer Date and shall end on February 20,
         2001; provided, however, that Buyer or Seller may cancel its obligation
         to purchase or sell, as the case may be, Additional Loans hereunder by
         delivering written notice of the same to the other party not later than
         the 15th day of the month prior to the month in which termination is to
         occur. After delivery of such notice, except for the impending sale
         which is to occur in the month the notice is delivered, the obligation
         of Buyer to purchase Additional Loans hereunder and the obligation of
         Seller to sell Additional Loans hereunder shall terminate. In the event
         that Buyer elects to terminate the Agreement pursuant to this Section
         19(a), any and all of Seller's obligations, duties or responsibilities
         relating to: (i) adjustments to purchase price or repurchases of
         previously sold loans under Sections 8.1 and 8.2 of the Agreement shall
         terminate upon Seller's receipt of notice; and (ii) to provide
         documentation pursuant to Section 3.2 and Exhibit E of the Agreement
         shall terminate upon Seller's receipt of notice.
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         (b) The Buyer may elect not to purchase Additional Loans during March
         2000 by giving Seller written notice of such election not later than
         February 29, 2000. In the event that Buyer elects not to purchase
         Additional Loans pursuant to this Section 19(b), any and all of
         Seller's obligations, duties or responsibilities relating to: (i)
         adjustments to purchase price or repurchases of previously sold loans
         under Sections 8.1 and 8.2 of the Agreement shall terminate upon
         Seller's receipt of notice; and (ii) to provide documentation pursuant
         to Section 3.2 and Exhibit E of the Agreement shall terminate upon
         Seller's receipt of notice. Seller's obligations, duties or
         responsibilities under Sections 3.2, 8.1 and 8.2 of the Agreement and
         Exhibit E shall be reinstated upon Buyer's next purchase of Additional
         Loans pursuant to the terms and provisions of the Agreement.

         (c) The parties expressly agree that the provisions of Articles 5, 10,
         11, 14, 15, 16 and 21 shall survive any termination of the Agreement.
         Seller agrees to provide to Buyer, upon Buyer's written request, copies
         of credit applications and statements for any of the Loans sold to
         Buyer, to the extent such documents are in Seller's possession, upon
         Seller's receipt of payment of $10.00 per application or statement.


         B. From and after the Amendment Effective Date, the Loan Sale Agreement
shall be modified by adding the following sentence to the end of the first
paragraph of Section 8.2:

         Buyer may not submit any notification for repurchase of any Loan prior
         to the 175th day following the Transfer Date of such Loan.

         Section 3. Effect of Amendment.

         Upon effectiveness of this Amendment, the Loan Sale Agreement shall be,
and be deemed to be, modified and amended in accordance herewith and the
respective rights, limitations, obligations, duties, liabilities and immunities
of the parties to the Loan Sale Agreement shall hereafter be determined,
exercised and enforced subject in all respects to such modifications and
amendments, and deemed to be part of the terms and conditions of the Loan Sale
Agreement for any and all purposes.

         Section 4. Representations and Warranties of Buyer and Seller

         Each of Buyer and Seller hereby represents and warrants as to itself
that this Amendment, and any other agreements or instruments executed or to be
executed by it as contemplated hereby, have been duly authorized, executed and
delivered by such party, and each of its obligations hereunder constitutes a
legal, valid and binding obligation of such party, enforceable against such
party in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or law).

         Section 5. Conditions Precedent.

         This Amendment shall be effective (the "Amendment Effective Date") upon
         execution by both parties and Seller's receipt of $7,555,301.98 in
         immediately available funds which will be wire transferred to Seller's
         account representing payment in full for the Additional
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         Loans which were required to be purchased by Buyer pursuant to the
         terms of the Agreement on November 10, 1999, December 10, 1999,
         December 17, 1999, and January 15, 2000 and which will be required to
         be purchased on February 15, 2000. On the Amendment Effective Date, the
         Seller shall execute and deliver to Buyer a Receipt and Acknowledgement
         of Amendment Effective Date in the form attached hereto as Exhibit A.

         Buyer's obligation under the Agreement to purchase Additional Loans in
         February 2000 shall be deemed by the parties to be fulfilled upon
         Seller's delivery of a Receipt and Acknowledgement of Amendment
         Effective Date after Buyer makes the advance payments for such
         Additional Loans as is required for this Amendment to be effective
         pursuant to the terms and conditions of this Section 5. Seller shall
         deliver immediately thereafter accounts having a total face value of
         $14,002,896.54 (representing the January purchase obligation) and the
         Seller, on or before February 15, 2000, shall deliver the remaining
         accounts (representing the February purchase obligation having an
         approximate face value of approximately $14,000,000.00).


         Section 6. Binding Effect. This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their heirs, personal
representatives, successors and assigns.

         Section 7. Governing Law. This Amendment shall be construed, and the
rights and obligations of Seller and Buyer hereunder determined, in accordance
with the laws of the State of Delaware.

         Section 8. Section Headings. The section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the
meaning hereof.

         Section 9. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but all of which together shall constitute but one and the same
instrument.
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         IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to the
Loan Sale Agreement to be duly executed by their respective officers as of the
day and year first above written.



                                      MBNA AMERICA BANK, N.A.


                                      By: /s/ Robert V. Ciarrocki
                                          _____________________________
                                          Name: Robert V. Ciarrocki
                                          Title: SEVP


                                      MIDLAND CREDIT MANAGEMENT, INC.


                                      By: /s/ R. Brooks Sherman
                                          _____________________________
                                          Name:  R. Brooks Sherman
                                          Title: Executive Vice President
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                                    EXHIBIT A


                           RECEIPT AND ACKNOWLEDGMENT

         MBNA AMERICA BANK, N.A. hereby acknowledges receipt of wire transfer(s)
of federal funds in the aggregate amount of $ $7,555,301.98 from MIDLAND CREDIT
MANAGEMENT, INC. and further acknowledges that the condition precedent set forth
in Section 5 of the First Amendment to the Loan Sale Agreement (the "Amendment")
has been satisfied and that the Amendment is in full force and effect.



                                            MBNA AMERICA BANK, N.A.


                                            By:_____________________________
                                                Name:
                                                Title: