Exhibit 10.4
                          TRANSITION SERVICES AGREEMENT


                                  by and among


              CPP HOLDINGS LIMITED and CPP US OPERATIONS GROUP, LLC


                                       and


               METRIS COMPANIES INC. and MES INSURANCE AGENCY, LLC






                                TABLE OF CONTENTS

                                                                         Page

1.       Definitions......................................................1

2.       Provision of Services............................................3

         2.1      Scope of Metris Services................................3

         2.2      Scope of CPP Services...................................3

         2.3      Termination/Reduction...................................3

         2.4      Third Party Providers...................................4

         2.5      Additional Transitional Services........................5

         2.6      Assistance. ............................................5

3.       Term.............................................................5

4.       Payment for Services.............................................5

         4.1      Fees and Costs..........................................5

         4.2      Payment.................................................6

         4.3      Late/Non-Payment........................................7

         4.4      Expanded Services.......................................7

         4.5      Disputed Amounts........................................7

         4.6      Overpayments and Underpayments..........................8

5.       Compliance with Laws.............................................8

6.       Audit............................................................8

7.       Staffing Plans...................................................9

8.       Confidentiality and Data Security................................9

9.       Non-solicitation of Employees....................................9

10.      Intellectual Property Rights....................................10

         10.1     License to Metris Companies............................10

         10.2     License to CPP Companies...............................11

         10.3     Ownership of Metris System.............................11

         10.4     Ownership of Intellectual Property.....................11

         10.5     No Representations or Warranties as to Intellectual Pro11

11.      Representations and Warranties..................................11

         11.1     Metris. ...............................................12

         11.2     CPP....................................................12

12.      Indemnities.....................................................12

         12.1     Indemnity by Metris....................................12

         12.2     Indemnity by CPP.......................................13

         12.3     Procedure for Indemnification..........................13

13.      Termination.....................................................16

         13.1     By CPP.................................................16

         13.2     By Metris..............................................16

14.      Performance Review Committee....................................16

15.      Consequences of Expiration or Termination.......................17

16.      General.........................................................17

         16.1     Notices................................................17

         16.2     Assignment.............................................18

         16.3     Benefit of the Agreement...............................18

         16.4     Headings...............................................19

         16.5     Entire Agreement.......................................19

         16.6     Modifications and Waivers..............................19

         16.7     Counterparts...........................................19

         16.8     Severability...........................................19

         16.9     Governing Law..........................................19

         16.10    Expenses...............................................19

         16.11    JURISDICTION; WAIVER OF JURY TRIAL; VENUE..............19

         16.12    No Partnership, Agency or Joint Venture................20

         16.13    Exhibits and Schedules.................................20

         16.14    Force Majeure..........................................20

         16.15    Survival...............................................21

         16.16    Order of Precedence....................................21



                         TRANSITION SERVICES AGREEMENT


         This Transition Services Agreement (this "Agreement") is entered into
as of July 29, 2003 by and among CPP Holdings Limited, a private limited
liability company organized under the laws of England and Wales whose registered
office is at Holgate Park, York, United Kingdom YO26 4GA "CPP Parent"), CPP US
Operations Group, LLC, a Delaware limited liability company whose principal
place of business is at 10900 Wayzata Boulevard, Minnetonka, Minnesota 55305
("Operating Entity" and, together with CPP Parent, "CPP"), and Metris Companies
Inc., a Delaware corporation ("MCI"), and MES Insurance Agency, LLC, a Minnesota
limited liability company ("MES" and, together with MCI, "Metris"). each having
its principal place of business at 10900 Wayzata Boulevard, Minnetonka,
Minnesota 55305.

                                    RECITALS

     WHEREAS,  CPP and MCI are parties to that certain Asset Purchase  Agreement
dated July 29,  2003,  by and among MCI,  Metris  Direct,  Inc.,  Metris  Direct
Services,  Inc., Metris Travel Services Inc., Metris Club Services, Inc., Metris
Warranty  Services,   Inc.,  and  Metris  Warranty  Services  of  Florida,  Inc.
(collectively "Sellers"),  CPP Parent and Operating Entity, (the "Asset Purchase
Agreement"),  pursuant to which Sellers have agreed to sell,  and CPP has agreed
to acquire,  the Purchased  Assets of the Business (as such terms are defined in
the Asset Purchase Agreement);

     WHEREAS, Metris has been, directly or indirectly through its Affiliates (as
such term is  defined in the Asset  Purchase  Agreement),  providing  materials,
goods and services to the various entities operating the Business;

     WHEREAS,  as part of the  transactions  contemplated  by the Asset Purchase
Agreement,  the parties have agreed that,  as of and after Closing (as such term
is defined in the Asset  Purchase  Agreement),  Metris will,  and will cause the
other Metris Companies (as hereinafter  defined) to, continue to provide certain
materials,  goods and services to the CPP Companies (as hereinafter  defined) in
relation to the operation of the Business on the terms and  conditions set forth
in this Agreement;

     WHEREAS, Metris Companies have been servicing certain programs and accounts
(the "Serviced Accounts") which CPP agrees to service after the date hereof; and

     WHEREAS,  as part of the  transactions  contemplated  by the Asset Purchase
Agreement,  the parties have further agreed that, as of and after  Closing,  the
CPP Companies will provide certain  materials,  goods and services to the Metris
Companies in relation to the CPP Companies  servicing the Serviced  Accounts for
the Metris Companies on the terms and conditions set forth in this Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

1. Definitions. All capitalized terms used and not otherwise defined in this
Agreement have the meanings assigned to such terms in the Asset Purchase
Agreement. The following terms have the following meanings as used in this
Agreement:

1.1 "CPP Companies" means CPP, its subsidiaries and the entities owned or
controlled by CPP and its subsidiaries, that at any time during the relevant
Transition Periods own, operate, control license, lease or hold assets that are
used in, or relate to, the Business.

1.2 "CPP Service" or "CPP Services" means one or more of the services, goods and
materials to be provided by the CPP Companies, or by any third-party providers,
advisors or consultants on behalf of the CPP Companies, to Metris Companies, in
relation to the servicing of the Serviced Accounts only, as described in
Schedule B and the applicable portions of Schedule C.

1.3 "Employee Leasing Agreement" means that certain Employee Leasing Agreement
by and among the parties hereto dated July 29, 2003

1.4 "Escrow Agreement" means that certain Escrow Agreement dated July 29, 2003,
by and among HSBC Bank, USA, a New York banking corporation (the "Escrow
Agent"), Sellers, CPP Parent and Operating Entity.

1.5 "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, domain names and corporate names, together with all translations,
adaptations, derivations, and combinations thereof and including all goodwill
associated therewith, and all applications, registrations, and renewals in
connection therewith, (c) all copyrightable works, all copyrights, and all
applications, registrations, and renewals in connection therewith, (d) all mask
works and all applications, registrations and renewals in connection therewith,
(e) all trade secrets and confidential business information (including ideas,
research and development, know-how, formulas, compositions, manufacturing and
production processes and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information, and
business and marketing plans and proposals), (f) all computer software
(including data and related documentation and object and source codes), (g) all
other proprietary rights, (h) all copies, whether in magnetic format or hard
copy, and tangible embodiments thereof (in whatever form or medium) and (i) all
rights of action arising therefrom, all claims by reason of infringement
thereof, and the right to sue and collect damages for such infringement.

1.6 "Leased Employees" means those employees that were employees of one of the
Metris Companies prior to Closing, and after Closing will be employed by Metris
Companies but leased to CPP in the Business, as more fully described in the
Employee Leasing Agreement.

1.7 "Losses" shall mean all losses, liabilities, damages and claims (including
taxes), and all related costs and expenses (including all fees and expenses of
counsel, investigators, expert witnesses, accountants and other professionals,
reasonable travel and other out-of-pocket expenses incurred in connection with
the investigation of any pending or threatened claims or preparation for any
pending or threatened litigation or other proceeding).

1.8 "Metris Companies" means MCI and its Affiliates including, without
limitation, MES.

1.9 "Metris Service" or "Metris Services" means all services, goods and
materials provided by Metris Companies, or by any third-party providers,
advisors or consultants on behalf of a Metris Company, to the Business, as
described in Schedule A and the applicable portions of Schedule C.

1.10 "Transition Period" means, with respect to a given Metris Service or CPP
Service, the period commencing on the Closing Date and ending eighteen (18)
months thereafter unless a different term is specified in relation to the
applicable Metris Service in Schedule A or CPP Service in Schedule B, in each
case as such date may be accelerated or extended from time to time in accordance
with the terms of this Agreement.

2. Provision of Services.

2.1 Scope of Metris Services. As of the Closing Date, Metris shall, and shall
cause each other Metris Company to, provide to the CPP Companies the Metris
Services in relation to the operation of the Business only, pursuant to
applicable service levels set forth in Schedule A and the applicable portions of
Schedule C on the terms and subject to the conditions stated herein and therein,
as they may be supplemented, amended or replaced by agreement of Metris and CPP
during the relevant Transition Periods. Except as otherwise expressly provided
herein, during the relevant Transition Periods, the Metris Companies shall
continue to provide to the CPP Companies the Metris Services at a level and in a
manner and a time frame consistent with the level, manner and time frame at
which such Metris Services were provided in connection with the operation of the
Business prior to the Closing Date.

2.2 Scope of CPP Services. As of the Closing Date, CPP shall, and shall cause
each other CPP Company to, provide to the Metris Companies the CPP Services in
relation to the servicing of the Serviced Accounts only, pursuant to applicable
service levels set forth in Schedule B and the applicable portions of Schedule C
and on the terms and subject to the conditions stated herein and therein, as
they may be supplemented, amended or replaced by agreement of CPP and Metris
during the relevant Transition Periods. Except as otherwise expressly provided
herein, during the relevant Transition Periods, the CPP Companies shall continue
to provide to Metris the CPP Services at a level and in a manner and a time
frame consistent with the level, manner and time frame at which substantially
similar services were provided in connection with the operation of the
applicable Metris business functions prior to the Closing Date.

2.3 Termination/Reduction. Notwithstanding the foregoing but subject to Section
4.1, Section 13.1 and Section 13.2, and with the exception of services provided
pursuant to the Employee Lease Agreement, which may not be reduced or terminated
prior to the expiration of the term set forth therein, at any time after the
date hereof and from time to time: 1) CPP may elect to terminate in whole or in
part any Metris Services or reduce the scope and duration of any of the Metris
Services, by identifying which Metris Services it elects to so terminate or
reduce by giving written notice to Metris at least 60 days prior to the
effective date of any such termination or reduction (a "Modification Notice")
and 2) Metris may elect to terminate in whole or in part any CPP Services or
reduce the scope and duration of any of the CPP Services, by identifying which
CPP Services it elects to so terminate or reduce by giving a Modification Notice
to CPP at least 60 days prior to the effective date of any such termination or
reduction. Any termination or reduction in CPP Services or Metris Services
proposed pursuant to this paragraph 2.3 shall be subject to review by the
Performance Review Committee (as defined in paragraph 14) which shall determine
the reduction in fees and/or costs, as applicable, resulting from such
termination or reduction. In the event the Performance Review Committee fails to
reach a mutually acceptable resolution with respect to such reduction in fees
and/or costs, the associated proposed termination or reduction shall not become
effective and the Metris Services or CPP Services, as applicable, shall continue
at then-current pricing levels.

2.4 Third Party Providers. (a) To the extent that any of the Metris Services or
CPP Services were, prior to the date hereof, and are to be provided under the
terms of this Agreement, in whole or in part pursuant to an agreement with a
third-party provider, advisor or consultant, Metris or CPP, as applicable, will,
and will cause the other Metris Companies or CPP Companies, as applicable, to
use its (and their) commercially reasonable best efforts to obtain any necessary
consents, waivers and modifications from such third-party provider, advisor or
consultant in order to perform the applicable Metris Services or CPP Services
described herein Notwithstanding the foregoing, (i) no Metris Companies will
engage any third-party provider, advisor or consultant to provide hereunder any
of the Metris Services that were provided to the Business prior to the date
hereof by a Metris Company without CPP's prior written consent, unless any such
provider, advisor or consultant is otherwise engaged by Metris to provide such
Metris Services for Metris' Affiliates; and (ii) no CPP Companies will engage
any third-party provider, advisor or consultant to provide hereunder any of the
CPP Services that were provided prior to the date hereof by a Metris Company
without Metris' prior written consent.

          (b)  If, at the end of the  applicable  Transition  Period  for Metris
               Services  and/or CPP  Services  which are  provided  on behalf of
               Metris or CPP by a third-party  provider,  advisor or consultant,
               Metris or CPP desire to take over or  continue  the  relationship
               with the applicable third-party provider,  advisor or consultant,
               and (i) the agreement  with the third party is not used by Metris
               or CPP, as applicable,  other than to provide the Metris Services
               or CPP Services, as applicable,  then Metris or CPP shall, at the
               option of the  party to which the  Agreement  is  proposed  to be
               transferred,  transfer  such  agreement  to the  appropriate  CPP
               Company  or  Metris  Company  as soon as  practicable  after  the
               Transition  Period  (provided  that such transfer is permitted by
               the third party),  in which case such CPP Company will assume the
               Metris  Companies'  obligations  under  such  agreement,  or such
               Metris Company will assume the CPP Companies'  obligations  under
               such  agreement,  as  applicable,  as of and  after  the  date of
               transfer;  or (ii) the agreement  with the third party is used by
               Metris or CPP,  as  applicable,  in the  provision  of the Metris
               Services  or CPP  Services,  as  applicable,  as well as in other
               business  of the  Metris  Companies  or CPP  Companies,  then (A)
               Metris shall use  reasonable  efforts at CPP's  expense to assist
               CPP in  negotiating  its own  arrangement  with  the  third-party
               provider,  advisor or consultant who provided the Metris Services
               to the CPP Companies; and/or (B) CPP shall use reasonable efforts
               at  Metris'  expense  to  assist  Metris in  negotiating  its own
               arrangement with the third-party provider,  advisor or consultant
               who provided the CPP Services to the Metris Companies.

          (c)  If after using commercially reasonable efforts to obtain consent,
               waiver or  modification  from the third  party,  as  described in
               clause  (a) above,  the Metris  Companies  or CPP  Companies,  as
               applicable,  fail to  obtain  any  necessary  consent,  waiver or
               modification   from  any   third-party   provider,   advisor   or
               consultant,  Metris/CPP  shall  notify  the  other  party of such
               failure  and  shall  reasonably  cooperate,  and  cause the other
               Metris Companies or CPP Companies,  as applicable,  to reasonably
               cooperate,  with  the  CPP  Companies  or  Metris  Companies,  as
               applicable, to arrange a mutually agreeable alternative to enable
               the CPP  Companies or the Metris  Companies to continue to obtain
               the Metris Services or CPP Services, as applicable.

2.5 Additional Transitional Services. Subject to Section 11.1, the parties
acknowledge that the transition matters detailed in this Agreement may not
specifically include all of the transition matters that the parties will
encounter in connection with separating the operations of the Business from
Metris Companies after the Closing. In the event and to the extent additional
transition issues and matters are encountered by the parties after the date
hereof, all such transition issues and matters (unless otherwise specifically
dealt with in this Agreement) shall be resolved by the cooperative and good
faith efforts and negotiations of the parties, with a view towards the orderly
transition, transfer and conversion of the matters to each party as soon as
practicable but with the least disturbance and disruption to the operations and
business of the CPP Companies and Metris Companies. If the parties agree that
either party shall provide additional or different services, the parties shall
set forth such agreement in a separate statement of work attached to and made a
part of this Agreement.

2.6 Assistance. Each party shall, and shall cause the other Metris Companies or
CPP Companies as applicable, to cooperate and provide such assistance as is
reasonably required for the other party to provide their services in the manner
required by this Agreement.

3. Term. The term of this Agreement shall commence on the Closing Date and shall
expire on the last day of the longest Transition Period, unless terminated
earlier in accordance with this Agreement (the "Term"). The parties may mutually
agree in writing to extend the expiration of any of the Transition Periods.

4. Payment for Services.

4.1 Fees and Costs. Payment to MCI for Metris Services described in Schedule A
shall be three million five hundred thousand dollars US ($3,500,000.00)
(allocated to various service areas as described in Schedule A-6) on an annual
basis payable in monthly installments of $291,666.67 each subject to adjustment
based on the level of services as provided for in this Agreement. CPP's
obligation to compensate MCI for Metris Services described in Schedule A shall
be waived by Metris and Metris shall provide such Metris Services to CPP without
charge for the period beginning on the effective date of this Agreement through
September 30, 2003. Payment to MCI for Metris Services described in Schedule C
shall be as set forth in the applicable portions thereof. The fees and costs to
be paid by Metris to a CPP Company for each CPP Service provided hereunder shall
be the amount listed in the Fees and Costs cell in the table pertaining to such
CPP Service in Schedule B or the applicable portion of Schedule C (the "Fees and
Costs"). If CPP or Metris terminates or reduces, in accordance with Section 2.3,
any Metris Services or CPP Services, as applicable, in whole or in part, the
Fees and Costs for such services after the date of termination or reduction, or
the proportional amount thereof attributable to the portion of each service
being terminated or reduced (as such amounts may be calculated with reasonable
certainty to the mutual satisfaction of the parties, or otherwise determined by
the Performance Review Committee) shall no longer be payable following the
effective date of such termination or reduction.

All payments required to be delivered to MCI by CPP hereunder will instead be
paid directly to the Escrow Agent, to be held in escrow in accordance with the
terms of the Escrow Agreement, until such time as the Escrow Agent shall have
received from CPP aggregate payments in an amount equal to $2,500,000 (the
"Escrow Cap"); provided, however, that to the extent CPP shall, at any time
prior to delivery to the Escrow Agent of aggregate payments equal to the Escrow
Cap, have any Claim (as defined in the Escrow Agreement) against any Metris
Company, the amount of any such Claim shall likewise be paid into the Escrow
Fund, but shall not be included in determining whether the amount held in the
Escrow Fund has reached the Escrow Cap. Following the Escrow Agent's receipt of
aggregate payments in an amount equal to the Escrow Cap and any Claim amounts,
if applicable, CPP shall remit all payments owed to Metris hereunder directly to
MCI; provided, however, that to the extent CPP has remitted to the Escrow Agent
payments equal to the Escrow Cap and any Claim amounts, if applicable, and CPP
thereafter has a Claim for any amount against any Metris Company, CPP shall
remit to the Escrow Agent payments otherwise owed to MCI hereunder until the
amount of the Escrow Fund is equal to the Total Funding Requirement (as defined
in the Escrow Agreement).

4.2      Payment.

(a)      Within 15 days of the end of each calendar month, Metris shall, on
         behalf of itself and each Metris Company, submit to CPP for payment its
         billing invoice setting forth the amount of the applicable Fees and
         Costs plus any other payments due in connection therewith and
         identifying the Metris Services rendered to which the invoice relates
         in the prior calendar month as described in Section 4.1 above.
(b)      Within 15 days of the end of each calendar month, CPP shall, on behalf
         of itself and each CPP Company, submit to Metris (i) for payment its
         billing invoice setting forth the amount of the applicable Fees and
         Costs plus any other payments due in connection therewith and
         identifying the CPP Services rendered to which the invoice relates in
         the prior calendar month as described in Section 4.1 above.
(c)      Each party's statement for services rendered will specify the charge
         for each of the services provided and costs incurred in connection
         therewith during the relevant prior calendar month. Each such statement
         will segregate services and costs by service type as described in
         Schedule A and Schedule B hereto, as applicable and shall specify the
         nature of the services provided and costs incurred in connection
         therewith and will contain or be followed by reasonable supporting
         detail.
(d)      Subject to Section 4.1 hereof, payment in respect of any invoice shall
         be made by the applicable party within 30 days after the date of
         receipt of such invoice (the "Payment Period"). Delivery of (i)
         receivables received by any Metris Company during the prior calendar
         month which are due to CPP shall be made by such Metris Company
         simultaneously with delivery of its statement under (a) above and (ii)
         receivables received by CPP during the prior calendar month which are
         due to Metris shall be made by CPP simultaneously with delivery of its
         statement under (b) above; provided, however, that in each case,
         delivery of such receivables shall be subject to the provisions
         regarding disputed amounts under Section 4.5; and provided, further,
         that each party shall be entitled to withhold any such receivables to
         the extent the other party has failed to provide Metris Services or CPP
         Services, as applicable, or has failed to comply with its obligations
         hereunder.

4.3 Late/Non-Payment. If any amounts due hereunder have not been received by the
due date, such overdue amounts shall bear interest from the due date at the rate
of 1.5% per month, or portion thereof, or the highest rate permitted by law,
whichever is lower, until paid in full.

4.4 Expanded Services. In the event that CPP or the CPP Companies expand their
operations during the Term through the acquisition of new businesses or
companies or growth in the Business materially exceeding budgeted growth, such
that the services required by CPP or the CPP Companies with respect to the
Business exceed the scope or extent of the Metris Services then being provided
in accordance with the terms hereof, then Metris shall consider, to the extent
commercially practicable, whether it desires to provide such extra services, and
if an authorized representative of Metris notifies CPP in writing of its
interest in providing any such services (which notice shall be provided by
Metris within 15 days of Metris' receipt of notice from CPP that it desires such
extra services), the parties shall negotiate the fees, costs and scope of such
services and the parties shall document their agreement in an amendment to this
Agreement to be executed by the parties.

4.5 Disputed Amounts. Either party shall have the right to withhold any disputed
amounts due hereunder if it in good faith disputes the amount claimed by the
other party to be due hereunder and it notifies the other party of such dispute
within the Payment Period relating to the statement containing the disputed
amount. The foregoing right to withhold payment of disputed amounts (a) shall be
limited to only such portion of a payment due which is disputed in good faith,
and interest will accrue and be payable on the net amount determined to be
payable and (b) shall require the disputing party to: 1) identify specifically
the amount in dispute, 2) set forth the basis of the dispute in reasonable
detail and 3) remit any non-disputed amounts. Any party withholding of Fees and
Costs shall submit a written claim describing its dispute, including the
specific circumstances resulting in its claim and the amount thereof, to the
Performance Review Committee promptly upon determining that such claim exists
and in no event later than five (5) business days following the date upon which
withheld Fees and Costs first become due and payable. Any such Claim shall be
reviewed by the Performance Review Committee within ten (10) business days
following submission. Unless the parties mutually agree that the Performance
Review Committee may continue to review a claim, any claim not resolved within
five (5) business days of submission shall be deemed unresolved. While the
parties agree that they shall attempt to use the procedures described herein in
good faith to resolve all applicable claims, nothing described in this paragraph
shall be construed as preventing a party from pursuing any legitimate legal or
equitable claim nor as a waiver of any remedy available under law.

4.6 Overpayments and Underpayments. Neither payments made by CPP or Metris nor
the acceptance of payments by Metris or CPP in the amount or less than the
amount shown on Metris' or CPP's statements shall be construed as an acceptance
or agreement with the amount so stated or the amount received, respectively.
Except as otherwise provided, either CPP or Metris may recover from the other
the amount of any actual overpayment or underpayment (i.e. amounts paid in
excess, or which are short, of actual amounts due for services rendered).
Without limiting the generality of the foregoing, either party may supplement
any statement it renders for services for less than the full amount to which it
is entitled hereunder; provided that such supplement is made within a reasonable
time after the statement being supplemented.

5. Compliance with Laws. In performing Metris Services, Metris will, and
will cause the other Metris Companies to, comply in all material
respects with all laws, rules and regulations that apply to the
performance of the Metris Services. In performing CPP Services, CPP
will, and will cause the other CPP Companies to, comply in all material
respects with all laws, rules and regulations that apply to the
performance of the CPP Services.

6. Audit. Each party shall, and shall cause the other Metris Companies or
CPP Companies as applicable, to keep and maintain records relating to
the provision of the Metris Services or the CPP Services hereunder so
that the applicable Fees and Costs and other payments made in
connection therewith (including, without limitation, the delivery of
receivables and costs relating to servicing the Serviced Accounts) may
be verified.

(a)      CPP may audit Metris and the other Metris Companies with respect to (i)
         the performance of Metris Services to ensure that adequate internal and
         administrative controls and procedures are being employed, (ii) the
         applicable Fees and Costs charged and other payments made in connection
         therewith (including, without limitation, the delivery of receivables
         and costs related to servicing the Serviced Accounts) to determine any
         amounts payable by CPP hereunder and (iii) any other matters reasonably
         required to verify compliance with the terms of this Agreement.

(b)      Metris may audit CPP and the other CPP Companies with respect to (i)
         the performance of CPP Services to ensure that adequate internal and
         administrative controls and procedures are being employed, (ii) the
         applicable Fees and Costs charged and receivables collected to
         determine any amounts payable by and to Metris hereunder and (iii) any
         other matters reasonably required to verify compliance with the terms
         of this Agreement.

(c)      Each party will upon reasonable notice (i) permit authorized
         governmental regulators, including, without limitation auditors
         representing the United States Office of the Comptroller of the
         Currency or Federal Trade Commission ("Regulatory Auditors"),
         reasonable access, during normal business hours, to audit the books and
         records of the other party as they relate to compliance of the other
         party with the terms and conditions of this Agreement (a "Regulatory
         Audit"), and (ii) cause its personnel to provide such Regulatory
         Auditors with reasonable assistance in their performance of such
         Regulatory Audit and investigation. The restriction set forth in
         paragraph (f) below shall not apply to a Regulatory Audit.

(d)      The party requesting the audit may use independent auditors, who may
         participate fully in such audit, subject to the confidentiality
         requirements set forth in Section 8.

(e)      Any audit conducted by or at the direction of a party will be conducted
         by such party or its independent auditors in a manner which does not
         unreasonably interfere with the other party's normal operations and no
         such audit shall require a party to divulge any records, including
         certain customer information, to the extent prohibited by applicable
         laws or subject to attorney client or other privilege.

(f)      Any such audits, other than Regulatory Audits, shall be conducted
         during regular business hours, in a manner that does not interfere
         unreasonably with the operations of the Metris Companies or the CPP
         Companies. Such audits shall be conducted not more than once in any
         calendar quarter. Subject to the foregoing limitations, any such audit
         shall be conducted when requested by notice given not less than 10
         business days prior to the commencement of the audit.

(g)      If an examination reveals more than a 10 percent overpayment or
         underpayment by either party in relation to any of the services, then
         the expenses for the audit performed by the auditing party shall be
         borne by the other party, and the other party shall promptly pay to the
         auditing party the amount of the overpayment or underpayment.

7.       Staffing Plans. None of the CPP Companies shall be precluded from
         obtaining any of the Metris Services from providers other than the
         Metris Companies provided that CPP has given Metris a timely
         Modification Notice. None of the Metris Companies shall be precluded
         from obtaining any of the CPP Services from providers other than the
         CPP Companies provided that Metris has given CPP a timely Modification
         Notice. Each party shall keep the other party generally informed of its
         plans in this regard in order for the other party to make any
         appropriate adjustments in staffing and hiring plans.

8.       Confidentiality and Data Security.

               (a)  Confidentiality.  Each  party  agrees  to  hold,  and to use
          reasonable  best  efforts to cause the other  Metris  Companies or CPP
          Companies,  whichever is applicable,  and its and their  employees and
          representatives   to  hold,  in  strict   confidence   all  non-public
          information  concerning the other party  ("Confidential  Information")
          and  the  other  CPP  Companies  or  Metris  Companies,  whichever  is
          applicable,  and its or their  Affiliates  furnished to or obtained by
          any Metris  Company or CPP Company,  whichever is  applicable,  in the
          course of providing the Metris Services or CPP Services (except to the
          extent that such information has been (a) in the public domain through
          no  fault of such  Metris  Company  or CPP  Company;  or (b)  lawfully
          acquired  by such  Metris  Company or CPP  Company  from  sources  not
          subject to any duty of  confidentiality  other than a CPP  Company and
          any  Affiliate of a CPP Company or a Metris  Company and any Affiliate
          of a Metris Company). Each party further agrees that it shall not, and
          it shall cause its other Metris Companies or CPP Companies,  whichever
          is  applicable  not to,  disclose  or  release  any such  confidential
          information of the other to any person or its companies, except to its
          employees,  representatives  and  agents  who have a need to know such
          information in connection with such Metris  Company's or CPP Company's
          performance  hereunder,  unless  (i) such  disclosure  or  release  is
          compelled  by the  judicial or  administrative  process or (ii) in the
          opinion  of  counsel  to such  Metris  Company  or CPP  Company,  such
          disclosure or release is necessary in light of other  requirements  of
          law or the requirements of any governmental entity including,  without
          limitation,  disclosure requirements under the Securities Act of 1934,
          as amended.  If Metris or any of the other Metris  Companies or CPP or
          any of the  other  CPP  Companies  are  requested  or  become  legally
          compelled   (by  oral   questions,   interrogatories,   requests   for
          information or documents,  subpoena,  civil or criminal  investigative
          demand,  or similar  process) or are required by a regulatory  body to
          make any  disclosure  that is prohibited or otherwise  constrained  by
          this Section 8, Metris or any other Metris  Company,  or CPP or any of
          the other  CPP  Companies,  as the case may be,  will  provide  CPP or
          Metris, whichever is applicable, with prompt notice of such request so
          that the disclosing party may seek an appropriate  protective order or
          other  appropriate  remedy.  Subject to the  foregoing,  Metris or any
          other  Metris  Company  or CPP or any of the other CPP  Companies  may
          furnish  that  portion  (and only that  portion)  of the  confidential
          information that, in the written opinion of its counsel, it is legally
          compelled  or is  otherwise  required to disclose or else stand liable
          for contempt or suffer  other  material  censure or material  penalty;
          provided,  however, that Metris and the other Metris Companies and CPP
          and the other CPP  Companies  must use  reasonable  efforts  to obtain
          reliable  assurance that  confidential  treatment will be accorded any
          confidential information so disclosed.

               (b) Data Security.  Both parties must take  appropriate  security
          measures  to  protect  customer   information  against  accidental  or
          unlawful  destruction and unauthorized  access,  tampering and copying
          during storage in either party's computing environment.  Access to the
          data must be  restricted  to only the  personnel  that have a business
          need.  Transmission  of such data  between  parties  must be done in a
          secured  method.   Sensitive  information  must  be  encrypted  during
          transmission. Both parties agree that each will engage appropriate and
          industry-standard  measures  necessary  to meet  information  security
          guidelines as required by the  Gramm-Leach-Bliley  Act Title V and its
          implementing regulations.

9. Non-solicitation of Employees. The Parties shall comply with Section 5.18 and
Section 5.19 of the Asset Purchase Agreement.

10.      Intellectual Property Rights.

10.1 License to Metris Companies. If the Metris Companies require the use of any
Intellectual Property of any CPP Company for the provision of the Metris
Services, CPP for and on behalf of the CPP Companies hereby grants to each
Metris Company a nonexclusive, royalty-free license during each relevant
Transition Period to use, execute, reproduce, display, perform, distribute
copies of, and prepare derivative works based upon any such CPP Company's
Intellectual Property, for the sole purpose of providing the Metris Services
pursuant to this Agreement; provided that this license does not give any Metris
Company the right, and no Metris Company is authorized, to sublicense any rights
in such Intellectual Property, except to third party-providers, advisors or
consultants pursuant to Section 2.4. All proposed usages of the CPP Companies'
trademarks, service marks, trade names or logos shall be subject to the prior
written approval of the CPP Companies in advance of their use, and the Metris
Companies shall cease all such usage immediately upon termination of this
Agreement. In all events, the CPP Companies shall have the right to control the
nature and quality of the goods and services offered by the Metris Companies
under the trademarks, service marks, trade names and logos licensed according to
the terms of this Section 10.1.

10.2 License to CPP Companies. If the CPP Companies require the use of any
Intellectual Property of any Metris Company for the provision of the CPP
Services, Metris for and on behalf of the Metris Companies hereby grants to each
CPP Company a nonexclusive, royalty-free license during each relevant Transition
Period to use, execute, reproduce, display, perform, distribute copies of, and
prepare derivative works based upon any such Metris Company's Intellectual
Property, for the sole purpose of providing the CPP Services pursuant to this
Agreement; provided that this license does not give any CPP Company the right,
and no CPP Company is authorized, to sublicense any rights in such Intellectual
Property, except to third party providers, advisors or consultants pursuant to
Section 2.4. All proposed usages of the Metris Companies' trademarks, service
marks, trade names or logos shall be subject to the prior written approval of
the Metris Companies in advance of their use, and the CPP Companies shall cease
all such usage immediately upon termination of this Agreement. In all events,
the Metris Companies shall have the right to control the nature and quality of
the goods and services offered by the CPP Companies under the trademarks,
service marks, trade names and logos licensed according to the terms of this
Section 10.2.

10.3 Ownership of Metris System. CPP agrees that all right, title and interest,
including without limitation all Intellectual Property, in and to the Metris
System (as defined in Schedule A), shall at all times remain the property of the
applicable Metris Company and their licensors, subject to the limited rights
granted to CPP Companies under this Agreement.

10.4 Ownership of Intellectual Property. The licenses granted in Sections 10.1
and 10.2 shall not provide any ownership rights in the licensed Intellectual
Property to the licensee or any third-party provider. Any Intellectual Property
rights arising from the Metris Companies' or third-party providers' use of the
CPP Companies' Intellectual Property and based upon or derived from the CPP
Companies' Intellectual Property shall be the property of CPP Company. Any
Intellectual Property rights arising from the CPP Companies' or third-party
providers' use of the Metris Companies' Intellectual Property and based upon or
derived from the Metris Companies' Intellectual Property shall be the property
of Metris Company.

10.5 No Representations or Warranties as to Intellectual Property. Nothing in
this Agreement shall be, or be deemed to be, a warranty or representation by the
licensor as to the existence, ownership, validity, enforceability or value of
any of the licensed Intellectual Property or the rights granted hereunder.

11. Representations and Warranties.

11.1 Metris. Metris represents and warrants to the CPP Companies as follows: (a)
Metris has all requisite corporate power and authority to execute and deliver
this Agreement and perform all of its obligations hereunder; (b) the execution,
delivery and performance of this Agreement have been duly authorized by Metris,
and this Agreement constitutes a valid and binding agreement of Metris,
enforceable in accordance with its terms (except as enforcement may be limited
by laws governing bankruptcy and creditors' rights generally); and (c) Metris
shall commit no act or omission and shall use commercially reasonable efforts to
ensure that no act or omission is committed by any employee (excepting any
Leased Employee) agent or contractor engaged by Metris that results in the
exposure of the Metris System to any "timebomb" or other destructive computer
programming routine, and Metris shall, and shall cause the Metris Companies, any
employee, agent or contractor engaged by Metris Companies and any Permitted
Users to, use commercially reasonable efforts to ensure that no acts or
omissions result in the introduction or replication of any viruses, Trojan
horses, or worms that damage, detrimentally interfere with, surreptitiously
intercept, or appropriate the Metris System or any data or personal information
of any of the CPP Companies, or of any of its customers, or that are intended to
do so.

11.2 CPP. CPP represents and warrants to the Metris Companies as follows: (a)
CPP has all requisite organizational power and authority to execute and deliver
this Agreement and perform all of its obligations hereunder; (b) the execution,
delivery and performance of this Agreement have been duly authorized by CPP, and
this Agreement constitutes a valid and binding agreement of CPP, enforceable in
accordance with its terms (except as enforcement may be limited by laws
governing bankruptcy and creditors' rights generally); and (c) CPP shall use
commercially reasonable efforts to commit no act or omission and shall ensure
that no act or omission is committed by any Permitted User, Leased Employee,
employee, agent or contractor engaged by CPP that results in the exposure of the
Metris System to any "timebomb" or other destructive computer programming
routine, and CPP shall, and shall cause the CPP Companies, any Leased Employee,
employee, agent or contractor engaged by CPP Companies and any Permitted Users
to, use commercially reasonable efforts to ensure that no acts or omissions
result in the introduction or replication of any viruses, Trojan horses, or
worms that damage, detrimentally interfere with, surreptitiously intercept, or
appropriate the Metris System or any data or personal information of any of the
Metris Companies, or of any of its customers, or that are intended to do so.

12.      Indemnities.

12.1 Indemnity by Metris. Metris agrees to indemnify, defend and hold harmless
each of the CPP Companies to the fullest extent lawful and in accordance with
the procedures described in Section 12.3, from any and all Losses arising out of
or relating to (a) any breach by any Metris Company under this Agreement; (b)
any gross negligence or willful misconduct by any Metris Company (or its
employees (other than Leased Employees), representatives or agents) in
performance of this Agreement, including, without limitation, any claim or
action by, or on behalf of, or related to, the employees of any Metris Company,
including, but not limited to, claims arising under occupational health and
safety or other applicable federal, state or local laws or regulations or (c)
claims of infringement or misappropriation of any Intellectual Property Right
alleged to have occurred because of the provision of systems, software or other
resources to a CPP Company by a Metris Company (including Metris System),
provided that Metris has no liability for any claim, suit or action pursuant to
this Section 12.1 to any CPP Company to the extent based upon or arising out of
(i) any CPP Company's combination, operation or use of such systems, software or
other resources with systems, resources or elements not provided by a Metris
Company if but for such combination no infringement would have occurred and
further provided that Metris' liability for indemnified Losses arising out of or
relating to this subsection 12.1(c) shall be limited to five hundred thousand
dollars US ($500,000.00); (ii) any repair, adjustment, modification or
alteration to such systems, software or other resources, except that performed
or authorized by a Metris Company; or (iii) any use of such systems, software or
other resources in violation of this Agreement; provided that Metris shall have
no obligation to indemnify and hold harmless any CPP Company under this Section
12.1 in respect of Losses which are finally judicially determined to have
resulted solely from the gross negligence or willful misconduct of any CPP
Company or any of its employees, representatives or agents.

12.2 Indemnity by CPP. CPP agrees to indemnify, defend and hold harmless each of
the Metris Companies to the fullest extent lawful and in accordance with the
procedures described in Section 12.3, from any Losses arising out of or relating
to (a) any breach by any CPP Company under this Agreement; (b) any gross
negligence or willful misconduct by any CPP Company (or its employees,
representatives or agents) or any Leased Employee or Permitted User, in
performance of this Agreement; (c) any claims of infringement or
misappropriation of any Intellectual Property alleged to have occurred because
of the provision of systems, software or other resources provided to a Metris
Company by a CPP Company, provided that CPP has no liability for any claim, suit
or action pursuant to this Section 12.2 to any Metris Company to the extent
based upon or arising out of (i) any Metris Company's combination, operation or
use of such systems, software or other resources with systems, resources or
elements not provided by a CPP Company if but for such combination no
infringement would have occurred and further provided that CPP's liability for
indemnified Losses arising out of or relating to this subsection 12.2(c) shall
be limited to five hundred thousand dollars US ($500,000.00); (ii) any repair,
adjustment, modification or alteration to such systems, software or other
resources, except that performed or authorized by a CPP Company; or (iii) any
use of such systems, software or other resources in violation of this Agreement;
provided, further, that CPP shall have no obligation to indemnify and hold
harmless any Metris Company under this Section 12.2 in respect of Losses which
are finally judicially determined to have resulted solely from the gross
negligence or willful misconduct of any Metris Company or any of its employees,
representatives or agents.

12.3     Procedure for Indemnification

          (a)  If any  Person  shall  claim  indemnification  (the  "Indemnified
               Party")  hereunder  for any claim other than a third party claim,
               the  Indemnified  Party shall promptly give written notice to the
               other   party   from  whom   indemnification   is   sought   (the
               "Indemnifying  Party")  of the  nature of the claim in detail and
               amount  of  the  claim.  If  an  Indemnified  Party  shall  claim
               indemnification  hereunder  arising from any claim or demand of a
               third party, including any Authority (a "Third-Party Claim"), the
               Indemnified   Party  shall   promptly  give  written   notice  (a
               "Third-Party  Notice") to the Indemnifying Party of the basis for
               such  claim or demand,  setting  forth the nature of the claim or
               demand in detail and the  amount of the claim.  The rights of the
               Indemnified  Party  to be  indemnified  hereunder  shall  not  be
               adversely affect by its failure to give, or its failure to timely
               give, such notice with respect thereto unless, and if so, only to
               the extent that, the Indemnifying Party is materially  prejudiced
               thereby.

          (b)  In the event that an Indemnifying  Party which receives notice of
               an   indemnification   claim  contests  its  liability  for  such
               indemnification  claim,  such party shall send written  notice to
               the Indemnified Party of its dispute of indemnification within 15
               days  thereof.  If the parties are unable to resolve such dispute
               of indemnification within 60 days after the date of the notice of
               dispute,  the  Indemnified  Party may bring an action against the
               Indemnifying Party to enforce such indemnification claim.

          (c)  (i) The Indemnifying  Party shall have the right,  exercisable by
               written notice to the Indemnified Party of the commencement of or
               assertion of any Third Party Claim, to assume the defense of such
               Third Party  Claim  which  involves  (and  continues  to involve)
               solely monetary damages; provided that (A) the Indemnifying Party
               expressly agrees in such notice, that as between the Indemnifying
               Party and the Indemnified  Party, the Indemnifying Party shall be
               solely  obligated to satisfy and discharge the Third Party Claim;
               and (B) the  defense or  settlement  of such Third Party Claim by
               the  Indemnifying  Party will not, in the reasonable  judgment of
               the Indemnified  Party, have an adverse effect on the Indemnified
               Party's business (the conditions set forth in clauses (A) and (B)
               are  collectively  referred to as the  "Litigation  Conditions");
               provided,  however,  that  if the  parties  in any  action  shall
               include both an Indemnifying  Party and an Indemnified Party, and
               the Indemnified Party shall have reasonably  concluded that there
               are available different or additional defenses to the Indemnified
               Party,  the  Indemnified  Party  shall  have the  right to select
               separate  counsel to participate in the defense of such action on
               its behalf; and provided further,  however, that the Indemnifying
               Party  shall   forfeit  the  right  to  control  the  defense  or
               settlement  of any such claim if, at any time after  assuming the
               defense or settlement  thereof,  the Indemnifying Party no longer
               satisfies the Litigation Conditions.

               (ii)  With   respect   to  any  Third   Party   Claim  for  which
               indemnification  is  available   ("Indemnified  Claim")  that  is
               combined  or  joined  with  one or  more  claims  which  are  not
               Indemnified Claims or with respect to any Indemnified Claim under
               which both the indemnified  party and the indemnifying  party may
               be liable. Sellers or Purchasers,  as the case may be, shall have
               the right to  participate  in, and  control  the defense of, such
               claims as to which it has sole liability,  at its own expense and
               with its own counsel.  Purchasers  and Sellers  shall cause their
               respective  counsel  to  cooperate  in the  defense of such Third
               Party Claims,  and shall  endeavor to coordinate  their  defenses
               with a view towards avoiding  prejudice to the overall defense of
               the Third Party Claim.  (iii)  Subject to the  foregoing,  if the
               Indemnifying  Party  elects to  compromise  or defend  such Third
               Party Claim, it shall within 20 days (or sooner, if the nature of
               the Third Party Claim so requires)  notify the Indemnified  Party
               of  its  intent  to  do  so,  and  the  Indemnified  Party  shall
               reasonably  cooperate,  at the expense of the Indemnifying Party,
               in the compromise of, or defense against, such Third Party Claim.
               If the Indemnifying  Party elects not to compromise or defend the
               Third Party Claim,  fails to notify the Indemnified  Party of its
               election as herein  provided,  or fails to satisfy the Litigation
               Conditions,  the Indemnified  Party may, subject to clause (v) of
               this Section 12.3(c),  pay, compromise or defend such Third Party
               Claim.

               (iv) The Indemnifying Party or the Indemnified Party, as the case
               may be, shall have the right to participate in (but not control),
               at its own  expense,  the  defense of any Third Party Claim which
               the other party is  defending as provided in this  Agreement.  If
               the  Indemnifying  Party elects (and is permitted  hereunder)  to
               defend any claim, the Indemnified Party shall, subject to receipt
               of a reasonable  confidentiality agreement, make available to the
               Indemnifying  Party any books,  records or other documents within
               its control, and the reasonable assistance of its employees,  for
               which the  Indemnifying  party shall be obliged to reimburse  the
               Indemnified  Party for the reasonable  out-of-pocket  expenses of
               making them available.

               (v) The Indemnifying  Party, if it shall have assumed the defense
               of any Third Party Claim as provided in this Agreement, shall not
               consent to a settlement of, or the entry of any judgment  arising
               from,  any such  Third  Party  Claim  without  the prior  written
               consent of the  Indemnified  Party  (which  consent  shall not be
               unreasonably  withheld or delayed).  The Indemnifying Party shall
               not, without the prior written consent of the Indemnified  Party,
               enter  into  any  compromise  or  settlement  which  commits  the
               Indemnified Party to take, or to forbear to take, any action. The
               Indemnified  Party  shall  have the sole and  exclusive  right to
               settle any Third Party Claim,  on such terms and conditions as it
               deems  reasonably  appropriate,  to the extent  such Third  Party
               Claim  involves  equitable or other  non-monetary  relief binding
               solely  on the  Indemnified  Party and that  would not  involve a
               Purchaser  Loss or Seller Loss (as the case may be) with  respect
               to which the  Indemnified  Party  would  have an  indemnification
               obligation.  The Indemnified Party shall have the right to settle
               any Third Party Claim  involving  monetary  damages or that would
               involve a Purchaser Loss or Seller Loss (as the case may be) with
               respect   to  which  the   Indemnified   Party   would   have  an
               indemnification  obligation (a  "Non-Equitable  Only Claim") with
               the written  consent of the  Indemnifying  Party,  which  consent
               shall  not  be   unreasonably   withheld  or   delayed.   At  the
               Indemnifying Party's request in connection with the settlement of
               a Non-Equitable  Only claim, the Indemnified  Party shall provide
               the  Indemnifying  Party with a good faith estimate (which may be
               expressed  within a range of values),  based on such facts as are
               reasonably  available  to the  Indemnified  Party at the time the
               Non-Equitable Only Claim is proposed to be settled, of the amount
               of  Purchaser  Losses or Seller  Losses (as the case may be) that
               the  Indemnified  Party  expects  to incur  as a  result  of such
               settlement.  Such estimate shall not limit an Indemnified Party's
               right to  indemnification  under this Article to the extent facts
               not  reasonably  available to the  Indemnified  Party at the time
               such   estimate  was  prepared  or  facts  later   discovered  or
               established by the Indemnified  Party establish  Purchaser Losses
               or Seller  Losses (as the case may be) in excess of  amounts  set
               forth in such estimate.

          (d)  Amounts  paid in respect of  indemnification  obligations  of the
               parties shall be treated as an adjustment to the Purchase  Price.
               Whether  or not the  Indemnifying  Party  chooses  to  defend  or
               prosecute any claim  involving a third party,  subject to Section
               12.3,  all the parties  hereto shall  cooperate in the defense or
               prosecution  thereof and shall furnish such records,  information
               and   testimony,   and   attend   such   conferences,   discovery
               proceedings,  hearings,  trials and appeals, as may be reasonably
               requested in connection therewith.

12.4 Survival of Indemnification. The provisions of this Article 12 shall
expressly survive any termination of this Agreement for a period of two (10)
years.

13.      Termination.

13.1 By CPP. CPP may terminate this Agreement for cause if Metris materially
breaches any of its duties or obligations under the Agreement which breach is
not cured within 30 days' written notice of the breach from CPP to Metris. CPP
may terminate this Agreement with respect to specific Metris Companies or Metris
Services, at any time and from time to time on 60 day's prior written notice to
Metris. If CPP chooses to partially terminate this Agreement, the charges
payable hereunder shall be equitably adjusted to reflect those Metris Services
that are terminated subject to the provisions of Section 4.1 of this Agreement.

13.2 By Metris. Metris may terminate this Agreement for cause if CPP materially
breaches any of its duties or obligations under the Agreement, which breach is
not cured within 30 days following written notice of the breach from Metris to
CPP. With the exception of the Travel Services described in Schedule B-4, or any
of the Metris Services, which may not be terminated or reduced unilaterally by
Metris during the Term, Metris may terminate this Agreement with respect to
specific CPP Companies or CPP Services at any time and from time to time on 60
day's prior written notice to CPP. If Metris chooses to partially terminate this
Agreement, the charges payable hereunder shall be equitably adjusted to reflect
those CPP Services that are terminated subject to the provisions of Section 4.1
of this Agreement.

14. Performance Review Committee.

(a) CPP and Metris will establish a performance review committee, which shall
consist of three representatives from each party to meet (in person or by
tele-conference or other appropriate method) as often as the parties mutually
agree from time to time to review performance under applicable service level
standards as set forth in this Agreement, including standards set forth in the
Schedules hereto, resolve disputes and make recommendations on process and
performance improvements (the "Review Committee"). All Review Committee
decisions must be agreed to through committee consensus (which shall be deemed
reached if a majority of the representatives of each party agree and all
representatives are present) and documented in writing to bind either party. Any
Review Committee decision that materially alters or modifies this Agreement
shall be void unless properly executed as an amendment to this Agreement.

(b) Among the initial responsibilities of the Review Committee shall be the
establishment of remedies for substantial deviations from service level
standards, appropriate allocation of costs with respect to termination,
decreases and/or increases in levels of Metris Services and CPP services, and
identification and resolution of issues not contemplated in this Agreement. Both
parties shall diligently apply their best efforts to resolve issues raised by
the Review Committee fairly and equitably.

(c) Nothing contained in this Agreement, and no action taken or recommended by
the Review Committee, shall be deemed to:

               (i)  make  any  party  hereto  (or  any  of  such  other  party's
               employees,  agents or  representatives)  an employee,  agent,  or
               representative of the other party;

               (ii)  create any  partnership,  joint  venture,  association,  or
               syndicate between the Parties;

               (iii) confer on any party any express or implied right,  power or
               authority to enter into any agreement,  express or implied, or to
               incur any  obligation  or liability on behalf of any other Party;
               or

               (iv)  require  any party to take any action  which is contrary to
               any regulatory or legal requirements or standards.

15. Consequences of Expiration or Termination. (a) Upon expiration or
termination, without limiting each party's rights and remedies at law and in
equity, but subject to any exclusive remedies set forth herein:

               (i) all  Intellectual  Property  licenses  provided  herein shall
               immediately terminate;

               (ii) CPP shall,  and shall cause the CPP  Companies  to return to
               Metris  and the other  Metris  Companies  all  leased  equipment,
               including all Leased PCs,

               (iii) CPP shall,  and shall cause the CPP Companies to, return to
               Metris and the  Metris  Companies  all of the  Metris  Companies'
               Confidential Information in CPP Company's possession and control;
               and

               (iv)  Metris  shall,  and shall  cause the Metris  Companies  to,
               return  to CPP  and  the  other  CPP  Companies  all  of the  CPP
               Companies'   Confidential   Information  in  a  Metris  Company's
               possession and control.

         (b) Commencing upon receipt of any notice of termination (including,
without limitation, notice based upon breach or default by CPP), and continuing,
if applicable, through the date of termination of this Agreement, Metris shall
and shall cause the Metris Companies to provide to CPP, the other CPP Companies
or at CPP's request to CPP's designee, at CPP's sole expense, reasonable
termination assistance requested by CPP, the CPP Companies or such designee to
allow the Metris Services to continue without interruption or adverse effect and
to facilitate the orderly transfer of the various functions included within the
Metris Services to CPP, the CPP Companies or such designee.

16. General.

16.1 Notices. All notices or other communications required or permitted by this
Agreement shall be in writing and shall be deemed to have been duly received (a)
if given by certified or registered mail, return receipt requested, postage
prepaid, three Business Days after being deposited in the U.S. or U.K. mails, as
applicable, and (b) if given by courier or other means, when received or
personally delivered, and, in any such case, addressed as follows:

     If to a CPP Company:
                               CPP Holdings Limited
                               Holgate Park
                               York, United Kingdom
                               YO26 4GA
                               Attention: Company Secretary

     With a copy to:
                               Jones Day
                               77 West Wacker
                               Chicago, Illinois 60601-1692
                               Attention:  Elizabeth C. Kitslaar

     If to a Metris Company:
                               Metris Companies Inc.
                               10900 Wayzata Blvd
                               Minnetonka, MN  55305
                               Attn: President or Chief Executive Officer


     with a copy to:
                               (same address)
                               Attn: General Counsel

or to such other addresses as may be specified by any such Persons to the other
Persons, pursuant to notice given by such Person in accordance with the
provisions of this Section 16.1.

16.2 Assignment. No party may assign or transfer any or all of its rights or
obligations under this Agreement without the prior written approval of the other
party; which shall not be unreasonably withheld.

16.3 Benefit of the Agreement. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by any of the parties hereto without the
prior written consent of the other parties hereto; provided, however, that CPP
may without such consent assign or delegate its rights and obligations hereunder
or under any instrument executed in connection herewith as collateral security
to any lender providing financing to CPP in connection herewith, provided,
however, that no such assignment shall release CPP from any obligation hereunder
or under any instrument executed in connection herewith. Except as otherwise set
forth in Section 12 with respect to indemnification of indemnified parties
hereunder, nothing in this Agreement shall confer any rights upon any Person
other than the parties hereto and their respective successors and assigns.

16.4 Headings. The headings used in this Agreement are for convenience of
reference only and shall not be deemed to limit, characterize or in any way
affect the interpretation of any provision of this Agreement.

16.5 Entire Agreement. This Agreement, together with the Schedules, Attachments
and Exhibits hereto, and any other documents and instruments referred to herein
or expressly contemplated hereby, contains the entire agreement and
understanding of the parties with respect to the subject matter hereof, and no
other representations, promises, agreements or understandings regarding the
subject matter hereof shall be of any force or effect unless in writing,
executed by the party to be bound thereby and dated on or after the date hereof.

16.6 Modifications and Waivers. No change, modification or waiver of any
provision of this Agreement shall be valid or binding unless it is in writing,
dated subsequent to the date hereof and signed by CPP and Metris. No waiver of
any breach, term or condition of this Agreement by any party shall constitute a
subsequent waiver of the same or any other breach, term or condition.

16.7 Counterparts. This Agreement may be executed in counterparts (including by
facsimile transmission), each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

16.8 Severability. In case any one or more of the provisions contained herein
for any reason shall be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement, but this Agreement shall be construed as if
such invalid, illegal or unenforceable provision or provisions had never been
contained herein.

16.9 Governing Law. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware (without reference
to the conflict of law provisions thereof).

16.10 Expenses. Other than as specifically provided in this Agreement, each
party hereto shall pay all of its own costs and expenses incurred or to be
incurred in negotiating and preparing this Agreement and in closing and carrying
out the transactions contemplated by this Agreement.

16.11    JURISDICTION; WAIVER OF JURY TRIAL; VENUE.

          (a) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND  UNCONDITIONALLY
     SUBMITS, FOR ITSELF AND ITS PROPERTY,  TO THE NONEXCLUSIVE  JURISDICTION OF
     ANY DELAWARE  STATE COURT OR FEDERAL  COURT OF THE UNITED STATES OF AMERICA
     SITTING IN NEW CASTLE COUNTY,  DELAWARE,  AND ANY APPELLATE  COURT FROM ANY
     THEREOF,  IN ANY ACTION OR  PROCEEDING  ARISING  OUT OF OR RELATING TO THIS
     AGREEMENT OR FOR  RECOGNITION OR  ENFORCEMENT OF ANY JUDGMENT,  AND EACH OF
     THE PARTIES HERETO HEREBY IRREVOCABLY AND  UNCONDITIONALLY  AGREES THAT ALL
     CLAIMS  IN  RESPECT  OF ANY SUCH  ACTION  OR  PROCEEDING  MAY BE HEARD  AND
     DETERMINED IN ANY SUCH DELAWARE STATE COURT OR, TO THE EXTENT  PERMITTED BY
     LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL
     JUDGMENT IN ANY SUCH ACTION OR PROCEEDING  SHALL BE  CONCLUSIVE  AND MAY BE
     ENFORCED  IN OTHER  JURISDICTIONS  BY SUIT ON THE  JUDGMENT OR IN ANY OTHER
     MANNER  PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT  SHALL AFFECT ANY RIGHT
     THAT ANY  PARTY  MAY  OTHERWISE  HAVE TO BRING  ANY  ACTION  OR  PROCEEDING
     RELATING TO THIS AGREEMENT IN THE COURTS OF ANY OTHER JURISDICTION.

          (b) EACH OF THE PARTIES HERETO  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL
     BY JURY  IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED  ON
     CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

          (c) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES,
     TO THE FULLEST  EXTENT IT MAY LEGALLY AND  EFFECTIVELY DO SO, ANY OBJECTION
     THAT IT MAY NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF VENUE  OF ANY  SUIT,
     ACTION OR  PROCEEDING  ARISING OUT OF OR RELATING TO THIS  AGREEMENT IN ANY
     DELAWARE  STATE OR FEDERAL  COURT SITTING IN NEW CASTLE  COUNTY,  DELAWARE.
     EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
     PERMITTED BY LAW, THE DEFENSE OF AN  INCONVENIENT  FORUM TO THE MAINTENANCE
     OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

          (d) NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SECTION 16.11, IN THE
     EVENT  THAT A PARTY  AGAINST  WHOM ANY  CLAIM,  RIGHT OR CAUSE OF ACTION IS
     ASSERTED COMMENCES, OR HAS COMMENCED AGAINST IT, BANKRUPTCY,  INSOLVENCY OR
     SIMILAR  PROCEEDINGS,  THE PARTY OR PARTIES ASSERTING SUCH CLAIM,  RIGHT OR
     CAUSE OF ACTION SHALL HAVE NO OBLIGATIONS  UNDER THIS SECTION 16.11 AND MAY
     ASSERT  SUCH  CLAIM,  RIGHT OR CAUSE OF ACTION IN THE  MANNER  AND FORUM IT
     DEEMS APPROPRIATE, SUBJECT TO APPLICABLE LAWS.

16.12 No Partnership, Agency or Joint Venture. The parties are independent, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, servant or employment relationship between or
among the parties or any Affiliates of the parties, and no party to this
Agreement will have any authority whatsoever to bind the other party to any
obligation.

16.13 Exhibits and Schedules. All exhibits and schedules annexed hereto or
referred to herein are hereby incorporated in and made a part of this Agreement
as if set forth in full herein.

16.14 Force Majeure. If the performance of any part of this Agreement (except
for payment of money) by a party is prevented, hindered, delayed or otherwise
made impractical by reason of flood, earthquake, riot, fire, explosion, war,
terrorist activity, or any other cause, whether similar or dissimilar to those
listed, beyond the reasonable control of that party ("Force Majeure Event"),
that party shall be excused from such performance to the extent that it is
prevented, hindered or delayed. If any Force Majeure Event occurs, the
nonperforming party shall make reasonable efforts to notify the other party of
the nature of such Force Majeure Event and the extent of the delay and shall
make reasonable, good faith efforts to resume performance as soon as possible.
The foregoing notwithstanding, either party's obligation to make payments to the
other under this Agreement shall be excused for the period that any performance
upon which such payment obligation is founded pursuant to the terms of this
Section 16.14.

16.15 Survival. Any provision of this Agreement which contemplates performance
or observance by either or both parties subsequent to any termination of this
Agreement shall survive any termination of this Agreement and continue in full
force and effect.

16.16 Order of Precedence. In the event of any inconsistency between or among
the main body of this Agreement, the Schedules to this Agreement, or the
attachments to the Schedules to this Agreement, the following order of
precedence shall govern: (i) the Schedules to this Agreement; (ii) the
attachments to the Schedules to this Agreement; and (iii) the main body of this
Agreement .

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                           INTENTIONALLY LEFT BLANK.]



CPP and Metris each represent that the individual signing this Agreement on its
behalf has the power and authority to enter into this Agreement and that this
Agreement constitutes its valid and binding obligation.


CPP HOLDINGS LIMITED                    METRIS COMPANIES INC.


By: /s/Andrew C. Fisher                 By: /s/David D. Wesselink
Title: Director                         Title:  Chairman and CEO
Date: July 29, 2003                     Date: July 29, 2003


CPP US OPERATIONS GROUP, LLC            MES INSURANCE AGENCY, LLC


By: /s/Andrew C. Fisher                 By: /s/David D. Wesselink
Title: President and CEO                Title:  Chief Manager
Date: July 29, 2003                     Date: July 29, 2003



                                   Schedule A

                                 Metris Services


This schedule is comprised of the following documents, each of which is attached
hereto:


SCHEDULE A-1, CORPORATE RISK MANAGEMENT


Schedule A-2, Financial and Accounting


SCHEDULE A-3, HUMAN RESOURCES

SCHEDULE A-4, IT

SCHEDULE A-5, VENDOR MANAGEMENT

SCHEDULE A-6, ALLOCATION OF COSTS





                                   Schedule B


                                  CPP Services


This schedule is comprised of the following documents, each of which is attached
hereto:


CPP SERVICES PROVIDED TO METRIS - IT,  B-1


CPP SERVICES PROVIDED TO METRIS - METRIS MEMBERSHIPS A/R, B-2


CPP SERVICES PROVIDED TO METRIS - QA & SERVICING, B-3


CPP SERVICES PROVIDED TO METRIS - TRAVEL, B-4




                                   Schedule c


                      Regulated and non-regulated Services


This schedule is comprised of the following documents, each of which is attached
hereto:


METRIS & CPP NON-REGULATED MEMBERSHIPS SETTLEMENT, C-1


Regulated products Service Agreement, c-2