PURCHASE AND SALE AGREEMENT


                                 BY AND BETWEEN


                          GE CAPITAL CONSUMER CARD CO.


                                       AND


             DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL ASSOCIATION



                            Dated as of May 10, 1999


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                                TABLE OF CONTENTS

                                                                         Page

ARTICLE 1 - DEFINITIONS....................................................1
         1.1      Definitions..............................................1
         1.2      Construction.  ..........................................6

ARTICLE 2 - PURCHASE AND SALE OF ACQUIRED ASSETS...........................7
         2.1      Acquired Assets.  .......................................7
         2.2      Assumed Liabilities.  ...................................7
         2.3      Purchase Price.  ........................................8
         2.4      Use of Name and Trademarks...............................8
         2.5      Interim Servicing Agreement.  ...........................9
         2.6      Agreements with Third Parties.  .........................9

ARTICLE 3 - THE CLOSING....................................................9
         3.1      The Closing.  ...........................................9
         3.2      Documents and Certificates.  ...........................10
         3.3      Valuation Date Statement................................10
         3.4      Payments on the Closing Date............................11
         3.5      Settlement Date Statement.  ............................11
         3.6      Payments on the Settlement Date.  ......................11
         3.7      Post Closing Payments (the "Post Closing Payments").....12
         3.8      Power of Attorney ......................................12
         3.9      Dispute Resolution......................................12

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES................................13
         4.1      Representations and Warranties of Seller................13
         4.2      Representations and Warranties of Purchaser.............17
         4.3      NO OTHER REPRESENTATIONS OR WARRANTIES..................19

ARTICLE 5 - CERTAIN COVENANTS.............................................19
         5.1      Mutual Covenants and Agreements.........................19
         5.2      Certain Covenants of Seller.............................21
         5.3      Covenants of Purchaser..................................23

ARTICLE 6 - CONDITIONS OF CLOSING.........................................24
         6.1      Conditions Applicable to Purchaser......................24
         6.2      Conditions Applicable to Seller.........................26



ARTICLE 7 - INDEMNIFICATION...............................................27
         7.1      Seller's Indemnification Obligations....................27
         7.2      Purchaser's Indemnification Obligations.................28
         7.3      Definition of Losses....................................28
         7.4      Tax Consequences of Indemnification.....................28
         7.5      Procedures..............................................28

ARTICLE 8 - TERMINATION...................................................30
         8.1      Termination By Either Party.............................30
         8.2      Effect of Termination...................................30

ARTICLE 9 - MISCELLANEOUS.................................................31
         9.1      Survival of Representations and Warranties..............31
         9.2      Notices.................................................31
         9.3      Assignment..............................................32
         9.4      Entire Agreement........................................32
         9.5      Amendments and Waivers..................................32
         9.6      Expenses................................................32
         9.7      Captions; Counterparts..................................32
         9.8      Governing Law...........................................33
         9.9      Severability............................................33

                  Exhibit A.........Interim Servicing Agreement
                  Exhibit B.........Settlement Date Statement
                  Exhibit C.........Valuation Date Statement
                  Exhibit D.........Assignment and Assumption Agreement
                  Exhibit E.........Opinion of Counsel for Seller
                  Exhibit F.........Additional Opinion of Counsel for Seller
                  Exhibit G.........Opinion of Counsel for Purchaser
                  Schedule 4.1(c)...Consents
                  Schedule 4.1(g)(i)Copies of forms of Cardholder Agreements
                  Schedule 4.1(g)(ii)Change of Terms not Implemented
                  Schedule 4.1(m)...Third Party Agreements Relating to Benefit
                                    or Enhancement Programs
                  Schedule 4.1(n)...Co-Brand Agreements
                  Schedule 5.2(d)...Card Enhancements






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                           SALE AND PURCHASE AGREEMENT


This Sale and Purchase  Agreement (the  "Agreement") is made and entered into as
of the 10th day of May,  1999 by and  between GE Capital  Consumer  Card Co., an
Ohio  state-chartered  Bank  ("Seller"),  and Direct Merchants Credit Card Bank,
National Association, a national banking association ("Purchaser").

                                   WITNESSETH

         A.       Seller is the owner of unsecured lines of credit accessible by
MasterCard and Visa credit cards.

         B. Seller  desires to sell, and Purchaser  desires to purchase,  on the
terms set forth herein,  the properties,  rights and privileges of Seller in and
to certain credit card accounts and related assets.

         C.  Purchaser has  requested,  and Seller has agreed,  that Seller will
service the credit card  accounts  sold and  purchased  hereunder for an interim
period after the Closing Date.


                             ARTICLE 1 - DEFINITIONS

1.1 Definitions. Except as otherwise specifically indicated, the following terms
shall have the meanings specified herein.

         "Accountants" shall have the meaning specified in Section 3.9(b).

         "Accounts"  shall mean the credit card accounts that are  identified by
         name and account  number on the computer  generated tape of accounts as
         of the Cut-Off Time (the "Accounts Tape").

         "Accrued Interest" shall mean, as of the relevant date, all accrued but
         unposted  periodic  finance charges on the Accounts,  prorated for that
         period of the billing cycle on or before such relevant date.

         "Acquired Assets" shall have the meaning specified in Section 2.1(a).

         "Affiliate"  shall mean,  with  respect to any person,  corporation  or
         entity,  any other  person,  corporation  or entity  that  directly  or
         indirectly controls,  is controlled by or is under common control with,
         such person, corporation or entity.

         "Agreement" shall have the meaning specified in the first paragraph
          hereof.



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         "AMGEN Loss Sharing" shall mean Seller's  rights and  obligations  from
         and after the Closing Date, under Article VIII of that certain Sale and
         Purchase  Agreement dated as of June 27, 1997,  among American  General
         Financial Center, a Utah corporation and AGF Funding,  Inc., a Delaware
         corporation, as sellers, and Seller, as buyer.

         "Assignment and Assumption Agreement" shall have the meaning specified
          in Section 3.2.

         "Assumed Liabilities" shall have the meaning specified in Section 2.2.

         "Bank Waiver" shall have the meaning specified in Section 4.2(c).

         "Bankrupt"  shall  mean  an  Account  which  fits  one or  more  of the
          following descriptions as of the Cut-Off Time:

                  (i)      has been identified on the Seller's processing system
                           in a type code,  credit rating or user status code as
                           Bankrupt; or

                  (ii)     Seller   receives   notice  that  the  Cardholder  is
                           bankrupt  by  conducting  the   bankruptcy   database
                           match-up in accordance with Section 3.3(a).

         "Books and Records"  shall mean the following  books and records in the
         possession  of  Seller,  relating  to the  Accounts:  applications  for
         Accounts,  acceptance  certificates  for prescreened  offers,  periodic
         statements,  credit and collection  files,  file  maintenance  data and
         correspondence,   whether  in   documentary   form  or  on   microfilm,
         microfiche, magnetic tape, computer disk or other form.

         "Business Day" shall mean each day other than Saturday, Sunday or a day
         on which  banking  institutions  in the  State of Ohio or the  State of
         Arizona are authorized or obligated by law or regulation to close.

         "Cardholder" shall mean an applicant and/or  co-applicant in whose name
         an Account was established or is maintained.

         "Cardholder  Agreement"  shall mean an agreement  between  Seller and a
         Cardholder  containing  the  terms  and  conditions  applicable  to  an
         Account, as amended and in effect from time to time.

         "Cardholder  List"  shall  mean a list  containing  the  names and most
         recent addresses of Cardholders.

         "Charge-off" or  "Charged-off"  shall mean an Account which fits one of
         the following descriptions as of the Cut-Off Time:

                  (i)      Accounts  which have been  identified on the Seller's
                           processing  system in a type code,  credit  rating or
                           user status code as charged-off;
                  (ii)     Accounts with balances that are equal to or more than
                           180 days contractually delinquent; or

                  (iii)    any Accounts that are not statused as  charged-off on
                           the Seller's  processing  system but should have been
                           so statused  prior to the Cut-Off Time in  accordance
                           with the Policies and Procedures.

         "Closing" shall have the meaning specified in Section 3.1.

         "Closing Date" shall have the meaning specified in Section 3.1.

         "Closing Time" shall have the meaning specified in Section 3.1.

         "Co-Brand Agreements" shall mean the agreements set forth on Schedule
         4.1(n).

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Computer Systems" shall have the meaning specified in Section 4.1(p).
 .
         "Confidentiality  Agreement"  shall mean that  certain  Confidentiality
         Agreement dated as of March 9, 1999, between Purchaser and Seller.

         "Credit Balances" shall mean all amounts owing by Seller to Cardholders
         on Accounts as of the relevant date.

         "Credit  Card"  shall mean a  MasterCard  or Visa credit card issued by
         Seller to a Cardholder  or an  authorized  user or other access  device
         (including cash advance checks and balance transfer checks) that may be
         used  from  time to time to  obtain  open-ended  credit  pursuant  to a
         Cardholder Agreement.

         "Credit Card Marks" shall mean  Seller's name and such  trademarks  and
         service marks of Seller as Seller uses in connection  with the Accounts
         immediately prior to the Closing Date.  "Credit Card Receivables" shall
         mean all amounts owing, whether or not billed, to Seller by Cardholders
         with respect to Accounts as of the relevant date,  including extensions
         of  credit,  accrued  and  posted  periodic  finance  charges,  Accrued
         Interest, cash advances and any other charges and fees assessed on said
         Accounts, less all Credit Balances as of such date.

         "Cut-Off Time" shall mean 11:59 p.m. on the day immediately preceding
         the Closing Date.



         "Deceased"  shall  mean  an  Account  which  fits  one or  more  of the
         following descriptions as of the Cut-Off Time:

                  (i)      has been identified on the Seller's processing system
                           in a type code,  credit rating or user status code as
                           deceased; or

                  (ii)     for which the  Cardholder  (who is not an  authorized
                           user) has died  before  the  Cut-Off  Time and Seller
                           receives  notification of the  Cardholder's  death by
                           conducting   the   deceased   database   match-up  in
                           accordance with Section 3.3(a).

         "Excluded   Account"   shall  mean  any  Account   that  is   Bankrupt,
         Charged-off, Fraud, Lost/Stolen or Deceased as of the Cut-Off Time.

         "FDR" shall mean First Data Resources, Inc.

         "Final  Conversion  Date" shall mean the date (which  shall be no later
         than the last transfer date allowed by FDR in October, 1999, unless the
         delay  is  outside  the  reasonable  control  of  Purchaser)  on  which
         Purchaser converts the Accounts to its own bank identification number.

         "Fraud"  shall mean an Account  which fits one or more of the following
         descriptions as of the Cut-Off Time:

                  (i)      has been identified on the Seller's processing system
                           in a type code,  credit rating or user status code as
                           fraudulent; or

                  (ii)     had any fraudulent  transaction posted to the Account
                           prior  to  the  Cut-Off  Time  and  Seller   receives
                           notification of the fraudulent  transaction  from any
                           source before the Settlement Date.

         "Federal  Funds Rate"  shall mean the  offered  rate as reported in The
         Wall Street  Journal in the "Money Rates"  section for reserves  traded
         among  commercial  banks for  overnight  use in amounts of one  million
         dollars or more, as published in the most recent  Friday  edition prior
         to any required payment or settlement date.

         "HSR Act" shall mean the Hart Scott Rodino  Antitrust  Improvements Act
         of 1976, as amended.

         "Indemnified Party" shall have the meaning specified in Section 7.5(a).

        "Indemnifying Party" shall have the meaning specified in Section 7.5(a).

         "Initial  Conversion  Date" shall mean the date on which  Seller  shall
         convert from TSYS to FDR system and on which Purchaser shall assume all
         servicing  functions (except the functions  performed by FDR and except
         as  set  forth  in  Section   2.01(a)(ii)  of  the  Interim   Servicing
         Agreement).

         "Interim   Servicing   Agreement"  shall  mean  the  Interim  Servicing
         Agreement in the form of Exhibit A attached hereto.

         "Losses" shall have the meaning specified in Section 7.3.

         "Lost/Stolen"  shall mean an Account  which has been  identified on the
         Seller's processing system in a type code, credit rating or user status
         code as lost/stolen prior to the Cut-Off Time.

         "Offering Memorandum" means that certain Confidential  Memorandum dated
         March 1999 of the Seller.

         "MasterCard" shall mean MasterCard International, Inc.

         "Material," "Material Adverse Effect," "material" or "materially" shall
         mean any amount which exceeds the Threshhold Amount.

         "Operating Regulations" shall mean the by-laws, rules and regulations
         of MasterCard and Visa.

         "Policies  and  Procedures"  shall mean the policies and  procedures of
         Seller relating to the Accounts, as in effect from time to time.

        "Post Closing Payments" shall have the meaning specified in Section 3.7.

         "Protected Party" shall have the meaning specified in Section 5.1(c).

         "Purchase Price" shall have the meaning specified in Section 2.3.

         "Purchaser" shall have the meaning specified in the first paragraph
         hereof.

         "Related Agreements" shall mean the Assignment and Assumption Agreement
         and the Interim Servicing Agreement.

         "SEC" shall have the meaning specified in Section 5.1(c).

         "Seller" shall have the meaning assigned in the first paragraph hereof.

         "Settlement  Date" shall mean the date,  not later than sixty (60) days
         after the Closing Date, on which the parties make any adjustment to the
         Purchase  Price,  computed as of the Cut-Off  Time,  and  corresponding
         payment.

         "Settlement  Date Statement"  shall mean a statement,  substantially in
         the form of Exhibit B attached  hereto,  which  contains  the  Purchase
         Price, computed as of the Cut-Off Time.

         "Tax" (and, with correlative meaning,  "Taxes") shall mean any federal,
         state,  local or foreign  net income,  gross  income,  gross  receipts,
         windfall profit, severance,  property, production, sales, use, license,
         excise, franchise,  employment,  payroll,  withholding,  alternative or
         add-on  minimum,  ad  valorem,   value  added,   transfer,   stamp,  or
         environmental tax, or any other tax, custom, duty,  governmental fee or
         other like assessment or charge of any kind  whatsoever,  together with
         any interest or penalty,  addition to tax or additional  amount imposed
         by any governmental authority.

         "Threshhold Amount" shall mean $200,000.

         "TSYS" shall mean Total System Services, Inc.

         "Unauthorized  Use" shall mean use that was made by a person other than
         the Cardholder who did not have actual,  implied or apparent  authority
         for such use of the Account and from which the  Cardholder  received no
         benefit.

         "Unearned Annual Fees" shall mean the portion of the billed annual fees
         (net of waivers),  if any, on an Account as of the relevant  date which
         is derived by multiplying such annual fee by a fraction,  the numerator
         of which is equal to the  number  of  months  (including  any  fraction
         thereof) from the Cut-Off Time  remaining in the fiscal year covered by
         such annual fees, and the denominator of which is twelve.

         "Valuation  Date"  shall  mean a date at least five (5)  Business  Days
         before the Closing Date.

         "Valuation Date Statement" shall mean a statement, substantially in the
         form of Exhibit C attached hereto,  which contains Seller's computation
         of the Purchase Price in accordance with Section 2.3, but determined as
         of the Valuation Date.

         "Visa" shall mean Visa U.S.A., Inc.

         "Year 2000 Capable" shall have the meaning specified in Section 4.1(p).

1.2      Construction.

         Unless  the  context  otherwise  clearly  indicates,  words used in the
         singular  include  the plural and words used in the plural  include the
         singular.  The  Schedules  and  Exhibits  referred  to herein  shall be
         construed  with and as an integral  part of this  Agreement to the same
         extent as if they were set forth verbatim herein.


                ARTICLE 2 - PURCHASE AND SALE OF ACQUIRED ASSETS

2.1      Acquired Assets.

         (a)      On the Closing  Date,  Purchaser  agrees to purchase  from
                  Seller,  and Seller  agrees to sell,  convey,  assign and
                  transfer to Purchaser,  all of Seller's right, title and
                  interest in, to and under the following assets , as the same
                  exist on the Closing Date  (collectively,  the "Acquired
                  Assets"):  (i) the Accounts including the Excluded Accounts
                  (but not reaffirmation,  corporate card, line of credit or
                  secured card accounts);  (ii) the Credit Card Receivables;
                  (iii) the Cardholder  Agreements and all rights and privileges
                  of Seller accruing thereunder on and after the Closing
                  Date,  including  the right to receive all payments on
                  Accounts due from  Cardholders  on and after the Closing Date;
                  (iv)  the  Books and  Records;  (v) the AMGEN Loss  Sharing;
                  (vi) the right to receive net  interchange  fees on the
                  Accounts from  MasterCard or Visa accruing on and after the
                  Closing Date;  (vii) the right to receive  revenues under
                  certain third party agreements,  in accordance with Section
                  2.6(b); (viii) the Cardholder List; and (ix) the Co-Brand
                  Agreements and all rights and privileges of Seller accruing
                  thereunder on and after the Closing Date.

         (b)      No later than five (5) Business  Days  following  the Closing,
                  Seller shall  deliver to Purchaser an updated tape of Accounts
                  including the Excluded Accounts as of the Cut-Off Time.

2.2      Assumed Liabilities.

         On and after the Closing Date,  Purchaser  shall assume and perform and
         discharge,  in accordance with their  respective  terms,  the following
         obligations   of  Seller   with   respect   to  the   Acquired   Assets
         (collectively,  the "Assumed  Liabilities"):  (i) the obligation to pay
         fees and assessments to MasterCard or Visa on the Accounts  accruing on
         and after the  Closing  Date;  (ii) the Credit  Balances;  (iii) all of
         Seller's  obligations  under  the  Cardholder   Agreements;   (iv)  all
         liabilities in respect of Taxes for which  Purchaser is liable pursuant
         to Section 5.2(f); (v) all of Seller's  obligations with respect to the
         AMGEN Loss Sharing; (vi) all of Seller's obligations under the Co-Brand
         Agreements  accruing on and after the Closing Date; and (vii) the costs
         of the benefit or  enhancement  programs  set forth in Schedule  4.1(m)
         accruing on and after the Closing Date.

*** Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanies by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities
Exchange Act of 1934.

2.3      Purchase Price.

         The purchase price for the Acquired Assets (the "Purchase Price") shall
         be an  amount,  determined  as of the  Cut-Off  Time,  equal to (x) ***
         multiplied  by an amount equal to the total amount of all *** minus (y)
         *** minus (z) ***.

2.4      Use of Name and Trademarks.

         (a)      Limited Rights.  Purchaser  agrees to use its reasonable best
                  efforts to replace the  Cardholders'  Credit Cards with Credit
                  Cards not bearing  any of the Credit Card Marks as soon as
                  possible  but no later than thirty (30) days after the Final
                  Conversion  Date.  For the  period  commencing  on the
                  Closing  Date and  ending  sixty  (60) days  after replacement
                  of  Cardholders'  Credit Cards,  Seller  authorizes  Purchaser
                  to use the Credit Card Marks in accordance with the provisions
                  of this Section 2.4.  During such period of authorized  use,
                  Purchaser may use the Credit Card Marks:  (i) on Credit Cards
                  and (ii) on  periodic  statements,  Cardholder  Agreements and
                  other  communications  to Cardholders  with  respect to the
                  Accounts.  Purchaser  shall so use the Credit  Card Marks
                  solely in the forms and formats currently in use for Credit
                  Cards, periodic statements,  Cardholder Agreements and
                  communications,  or in the forms and formats and on such forms
                  as Seller  shall  approve in writing  prior to any such use.
                  The  authorization contained in this  Section 2.4  shall be
                  exclusive  with respect to the use of the Credit Card Marks by
                  Purchaser for the purposes authorized under this Section 2.4.
                  The authorization  contained in this Section shall not be
                  assignable by  Purchaser.  Purchaser is not  permitted to
                  sublicense or authorize any other party to make any use of any
                  of the Credit Card Marks without the prior written consent of
                  the Seller.

         (b)      Rights Reserved by Seller.  It is expressly agreed that
                  Purchaser is not purchasing or acquiring any right,  title or
                  interest in the Credit Card Marks.  Purchaser  acknowledges
                  that Seller  exclusively  owns the Credit Card Marks and
                  goodwill  related  thereto and symbolized  thereby.  Purchaser
                  shall not combine the Credit Card Marks with any other
                  mark or term  (other than Visa or  MasterCard),  and shall not
                  use the Credit  Card  Marks in any manner  which will
                  materially  damage or diminish  Seller's  goodwill.  Purchaser
                  shall  immediately upon receipt of written notice from
                  Seller,  which notice shall provide detailed information about
                  inconsistent usage of the Credit Card Marks, cease any
                  act or practice  that in Seller's reasonable opinion has or
                  may damage or diminish  the  goodwill of Seller or its
                 Affiliates.

2.5      Interim Servicing Agreement.

         As of the date  hereof,  Seller  and  Purchaser  shall  enter  into the
Interim Servicing Agreement.

2.6      Agreements with Third Parties.

         (a)      Seller will cooperate with Purchaser to the extent  reasonably
                  requested by Purchaser in its efforts to ensure  uninterrupted
                  availability of benefits and enhancements  with respect to the
                  Accounts to Cardholders.

         (b)      Seller shall assign all payments paid or payable to Seller
                  under  agreements (but shall not be required to assign the
                  agreements)  with third party providers of services to
                  Cardholders  identified on Schedule 4.1(m) hereto that pertain
                  to Accounts and relate to  transactions  or periods  following
                  the Cut-Off  Time,  and Seller  agrees to execute and deliver
                  to Purchaser on the Closing Date and  thereafter  one or more
                  instruments  of  assignment  to evidence such assignment and
                  to reasonably  cooperate with Purchaser in arranging,  to the
                  extent  possible,  for direct payment of the amounts subject
                  to this assignment by the third party  providers.  Within 120
                  days of the Final  Conversion Date, Purchaser  shall enter
                  into  separate  contractual  arrangements  with third party
                  providers  for the payment of any amounts assigned to
                  Purchaser under this Section 2.6(b) and Seller's  obligation
                  to forward to Purchaser any payments that are rightfully
                  Purchaser's shall terminate.

                           Purchaser   shall  be  responsible   for  all  credit
                  insurance claims relating to events occurring on and after the
                  Cut-Off  Time.  Seller  shall  continue  to retain  the credit
                  insurance  reserves   maintained  by  it  to  pay  the  credit
                  insurance  claims  relating  to events  occurring  before  the
                  Cut-Off Time.


                             ARTICLE 3 - THE CLOSING

3.1      The Closing.

         Subject to the  satisfaction  or waiver of all  conditions set forth in
         Article 6, the  closing of the  transactions  contemplated  hereby (the
         "Closing") shall be held at 11:00 a.m. Central Time on June 30, 1999 at
         the  offices of Sidley & Austin,  One First  National  Plaza,  Chicago,
         Illinois 60603, or at such other time, place and manner  (including via
         facsimile)  as may be mutually  agreed to by the parties  hereto  (such
         time and date being  referred to herein as the  "Closing  Time" and the
         "Closing Date,"  respectively).  Upon Closing,  Purchaser shall own the
         Acquired Assets as of the Cut-Off Time and shall assume and perform and
         discharge,  in  accordance  with their  respective  terms,  the Assumed
         Liabilities.  Seller  shall have no  further  income  participation  or
         ownership  interest in any of the  Acquired  Assets.  It is the express
         intent of the parties that the conveyance of the Acquired Assets by the
         Seller to the Purchaser  pursuant  hereto be construed as a sale,  free
         and  clear  of  all  security  interests,   pledges,   liens  or  other
         encumbrances or adverse claims, for accounting, regulatory, tax and all
         other  purposes,  and that  the  Acquired  Assets  not be a part of the
         Seller's assets or its estate in the event of its insolvency.

3.2      Documents and Certificates.

         At the Closing, Seller shall deliver to Purchaser,  and Purchaser shall
         deliver to Seller, the Assignment and Assumption  Agreement in the form
         of  Exhibit  D  attached   hereto  (the   "Assignment   and  Assumption
         Agreement"),  dated the Closing Date, and  appropriately  completed and
         duly executed.  Purchaser and Seller shall,  at or prior to the Closing
         Date, execute and deliver all such additional instruments, documents or
         certificates as may be reasonably  requested by the other party for the
         consummation  at the Closing of the  transactions  contemplated by this
         Agreement.

3.3      Valuation Date Statement.

         (a)(i)   Bankrupt  Accounts.  Purchaser  shall  receive a  masterfile
                  tape of Accounts as of May 21,  1999.  Purchaser  shall
                  deliver the  masterfile  tape of Accounts to a bankruptcy
                  database of  Purchaser's  choice for a match using primary
                  cardholder name and social security number,  and will ensure
                  that results of the match are provided to both Purchaser
                  and Seller.  Any Account  that matches to the  database if the
                  filing date  occurred  after the Account open date and
                  before the Cut-Off Time shall be considered an Excluded
                  Account for purposes of  calculating  the Purchase Price and
                  will be included in the Valuation Date Statement.  Purchaser
                  shall receive another  masterfile tape of Accounts as of
                  the Cut-Off Time.  Purchaser  shall deliver the masterfile
                  tape of Accounts to a bankruptcy  database of Purchaser's
                  choice for a match using primary  cardholder  name and social
                  security  number,  and will ensure that results of the match
                  are  provided  to both  Purchaser  and  Seller.  Any Account
                  that  matches to the  database if the filing date occurred
                  after the  Account  open date and before  the  Cut-Off  Time
                  shall be an  Excluded  Account.  Any  Account identified
                  through  this match that was not  included  in the  Valuation
                  Date  Statement  shall be  included  as an adjustment in the
                  Settlement  Date  Statement.  The expenses  relating to the
                  database  matching under this Section 3.3(a)(i) shall be borne
                  by Purchaser.


             (ii) Deceased  Accounts.  Purchaser shall receive a masterfile tape
                  of Accounts as of May 21, 1999.  Purchaser  shall  deliver the
                  masterfile  tape  of  Accounts  to  a  deceased   database  of
                  Purchaser's  choice for a match using primary  cardholder name
                  and social  security  number,  and will ensure that results of
                  the match are  provided  to both  Purchaser  and  Seller.  Any
                  Account  that  matches  to the  database  if the date of death
                  occurred  before  the  Cut-Off  Time  shall be  considered  an
                  Excluded  Account for  purposes of  calculating  the  Purchase
                  Price and will be included in the  Valuation  Date  Statement.
                  Purchaser shall receive another masterfile tape of Accounts as
                  of the Cut-Off Time.  Purchaser  shall deliver the  masterfile
                  tape of Accounts to a deceased database of Purchaser's  choice
                  for a match using primary  cardholder name and social security
                  number, and will ensure that results of the match are provided
                  to both Purchaser and Seller.  Any Account that matches to the
                  database if the date of death occurred before the Cut-Off Time
                  shall be an Excluded Account.  Any Account  identified through
                  this  match  that  was  not  included  in the  Valuation  Date
                  Statement shall be included as an adjustment in the Settlement
                  Date Statement. The expenses relating to the database matching
                  under this Section 3.3(a)(ii) shall be borne by Purchaser.

         (b)      Seller  shall  deliver  to  Purchaser   the   Valuation   Date
                  Statement,   along  with  the  masterfile   tape,   supporting
                  calculations for the Accrued Interest, Unearned Annual Fee and
                  Cardholder  rewards  liability,  and the masterfile  extension
                  record,  at least three (3) Business Days prior to the Closing
                  Date.

3.4      Payments on the Closing Date.

         At the Closing, Purchaser shall pay Seller the Purchase Price set forth
         in the Valuation Date Statement.  Payment to Seller on the Closing Date
         shall be made by a wire transfer of immediately  available U.S. dollars
         no later than  11:00 a.m.  Central  Time to an  account  designated  in
         writing  by  Seller.   Seller  shall   provide   Purchaser   with  wire
         instructions  no later than two(2)  Business  Days prior to the Closing
         Date.

3.5      Settlement Date Statement.

         Seller shall deliver to Purchaser the Settlement  Date Statement  along
         with supporting calculations for the Accrued Interest,  Unearned Annual
         Fee and Cardholder  rewards  liability,  and the  masterfile  extension
         record,  at least ten (10) Business Days prior to the Settlement  Date.
         Purchaser shall have the right to review the Settlement Date Statement,
         together  with  any  supporting   documents   reasonably  requested  by
         Purchaser to verify the accuracy and completeness of the valuations set
         forth therein,  and the Settlement  Date Statement  shall be revised by
         Seller to reflect any corrections agreed to by Purchaser and Seller.

3.6      Payments on the Settlement Date.

         If the  Purchase  Price for the  Acquired  Assets as  reflected  on the
         Settlement  Date  Statement is greater than the Purchase  Price paid by
         Purchaser on the Closing Date,  Purchaser shall remit the difference to
         Seller  together with interest on such amount at the Federal Funds Rate
         divided  by three  hundred  sixty  (360) for each day during the period
         from the Closing Date to the Settlement Date. If the Purchase Price for
         the Acquired  Assets as reflected on the  Settlement  Date Statement is
         less than the Purchase  Price paid by  Purchaser  on the Closing  Date,
         Seller shall remit the  difference to Purchaser  together with interest
         on such amount at the Federal Funds Rate divided by three hundred sixty
         (360) for each day  during  the  period  from the  Closing  Date to the
         Settlement  Date.  Payments on the Settlement Date shall be remitted no
         later than 11:00 a.m.  Central Time by a wire  transfer of  immediately
         available U.S. dollars to an account designated in writing by the party
         to which  payment is due. Wire  instructions  shall be forwarded to the
         paying  party  no  later  than  two  (2)  Business  Days  prior  to the
         Settlement Date.

3.7      Post Closing Payments (the "Post Closing Payments").

         (a)      If (i) Seller is debited by  MasterCard  or Visa after the
                  Cut-Off Time for a  chargeback  in respect of which Seller
                  provided a Cardholder a credit on an Account prior to the
                  Cut-Off Time,  (ii) a check from a Cardholder in payment of
                  amounts owed on an Account,  which was credited to such
                  Account prior to the Cut-Off Time, is returned  unpaid by the
                  drawee after the Cut-Off Time,  (iii) Purchaser  provides a
                  credit on an Account with respect to Unauthorized  Use of
                  an Account  prior to the  Closing  Date,  or (iv)  Purchaser
                  provides a credit on an  Account in  connection  with a
                  transaction  posted before the Cut-Off Time as a result of
                  rights asserted by the Cardholder  under 12 CFRss.226.12(c)
                  or 12 CFRss.226.13(d),  then an  adjustment  to the  Purchase
                  Price shall be made in favor of Seller (in the case of
                  clause (i) or (ii)) and  Purchaser (in the case of clause
                  (iii) or (iv)) in the amount of such  chargeback,  check or
                  credit (as the case may be).  The  adjustment  to the
                  Purchase  Price shall be  affected  by making the  appropriate
                  adjustment  to the Daily  Settlement  that  occurs  between
                  the parties in  accordance  with the  Interim  Servicing
                  Agreement.

         (b)      In the event any Account  acquired  hereunder  by Purchaser is
                  discovered  by Purchaser  and Seller after the Closing Date to
                  be an Account which should have been classified as an Excluded
                  Account as of the Cut-Off  Time,  Purchaser  may, on or before
                  the 45th day after  the  Closing  Date,  request  that  Seller
                  refund 100% of the Purchase  Price  relating to such  Account.
                  The refund of the  Purchase  Price on such  Accounts  shall be
                  included  in  the  adjustments  made  on the  Settlement  Date
                  Statement,  provided,  however, that Purchaser identifies such
                  Accounts  to Seller at least  fifteen  (15) days  prior to the
                  Settlement Date.

3.8      Power of Attorney
         -----------------

         Effective  upon  the  Closing  Date  and   thereafter,   Seller  hereby
         irrevocably  names,  constitutes and appoints Purchaser and Purchaser's
         officers,  agents,  employees and  representatives  its duly authorized
         attorney and agent with full power and authority to endorse in Seller's
         name, any checks relating to the Accounts.

3.9      Dispute Resolution
         ------------------

         (a)      Each party will use its best  efforts to resolve any  disputes
                  regarding  the contents of the  Settlement  Date  Statement in
                  good faith.  However, if Purchaser and Seller can not mutually
                  agree  upon the  correct  amounts  for all  line  items in the
                  Settlement Date Statement, the parties shall:

                  (i)      pay to  each  other  any  undisputed  amounts  in the
                           Settlement   Date  Statement  that  are  owed,   plus
                           interest  calculated  at the Federal  Funds Rate from
                           the Closing Date to the date the undisputed  payments
                           are made; and

                  (ii)     resolve any  outstanding  disputed  line items in the
                           Settlement Date Statement by resorting to the dispute
                           resolution  procedures  that are set forth in Section
                           3.9(b).

         (b)      Seller and Purchaser agree to attempt in good faith to resolve
                  any disputes  arising in connection with the payments made or
                  demanded by the parties  under this  Article 3.  In the event
                  Purchaser and Seller are unable to resolve any such dispute,
                  either party may request a mutually agreed upon nationally
                  recognized firm of independent  accountants
                  (the  "Accountants")  to  reconcile  any  financial  items in
                  dispute.  Any such request  shall be in writing,  shall
                  specify with  particularity the disputed amounts being
                  submitted for determination and a direction to the Accountants
                  to proceed with such review as soon as  practicable.  The
                  requesting  party shall furnish the other party hereto with
                  a copy of such request at the same time it is  submitted to
                  the  Accountants.  Purchaser  and Seller shall  cooperate
                  fully in assisting the Accountants in their review, including,
                  without limitation, by providing the Accountants full
                  access to all files,  books and records relevant thereto and
                  providing such other  information as the Accountants may
                  reasonably  request in connection with any such review.
                  One-half of the fees and  disbursements  of such Accountants
                  arising  out of such  review  shall be borne by  Purchaser
                  and the  other  one-half  by  Seller.  In the  event  the
                  determination  made by the Accountants  requires either party
                  to make payment to the other of any additional  amount,
                  such party shall make such payment no later than five
                  (5) Business Days  following  receipt from the  Accountants of
                  written notice to both parties of such  determination  plus
                  interest on any amount due at a rate equal to the Federal
                  Funds Rate  divided by 360 for each day during the period from
                  the date on which a payment was  required  pursuant to
                  the terms of this Agreement through the date of payment.

                   ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.1  Representations  and  Warranties of Seller.  Seller hereby  represents  and
warrants to Purchaser as follows:

         (a)      Organization.   Seller  is  a  state-chartered  bank,  validly
                  existing and in good  standing  under the laws of the State of
                  Ohio.

         (b)      Capacity;  Authority;  Validity.  Seller has all necessary
                  corporate power and authority to enter into this Agreement
                  and the Related  Agreements and to perform all of the
                  obligations to be performed by it under this Agreement and the
                  Related  Agreements.  This Agreement and the Related
                  Agreements and the  consummation by Seller of the transactions
                  contemplated  hereby and thereby have been duly and validly
                  authorized by all necessary  corporate  action of Seller
                  and this  Agreement has been duly  executed and  delivered by
                  Seller.  This  Agreement  constitutes,  and the Related
                  Agreements,  when executed by Seller,  will  constitute,
                  the valid and binding  obligations  of Seller,  enforceable
                  against Seller in accordance with their  respective  terms
                 (except as such  enforcement may be limited by bankruptcy,
                  insolvency,  reorganization,  moratorium, receivership,
                  conservatorship, the rights and obligations of receivers and
                  conservators  of insured  depository  institutions  under 12
                  U.S.C.ss.1821(d)  and (e) and other laws  relating to or
                  affecting creditors' rights generally and by general equity
                  principles).

         (c)      Conflicts;  Defaults.  Except as set forth in Schedule 4.1(c),
                  neither the execution and delivery of this Agreement and the
                  Related Agreements by Seller, nor the consummation of the
                  transactions  contemplated  hereby and thereby will
                  (i) conflict  with, result in the breach of,  constitute a
                  default under, or accelerate the performance  required by,
                  the terms of any order, law,  regulation, contract, instrument
                  or commitment to which Seller is a party or by which
                  it is bound,  (ii) violate the articles of incorporation or
                  bylaws or any other equivalent organizational document of
                  Seller,  (iii) require any consent,  approval,  authorization
                  or filing under any law, regulation,  judgment,  order,
                  writ,  decree,  permit,  license or agreement to which Seller
                  is a party,  or (iv) require the consent or approval of any
                  other party to any contract,  instrument  or  commitment to
                  which Seller is a party,  in each case other than (x)
                  approvals of regulatory authorities,  if any, which have been
                  obtained or will be obtained prior to or on the Closing Date
                  and (y) any of the foregoing which would not have a material
                  adverse effect on the Acquired  Assets.  Seller is not subject
                  to any agreement with any regulatory  authority  which would
                  prevent the  consummation  by Seller of the transactions
                  contemplated  by this  Agreement  and the  Related Agreements.
                  No receiver  or  conservator  has been appointed for the
                  Seller nor has any proceeding been  instituted or, to the best
                  knowledge of Seller,  threatened for such appointment.

         (d)      Title to Acquired Assets. Seller has good and marketable title
                  to the  Acquired  Assets  free and clear of any lien,  pledge,
                  claim, security interest,  encumbrance,  charge or restriction
                  of  any  kind.  Delivery  by  Seller  of  the  Assignment  and
                  Assumption  Agreement to Purchaser will vest in Purchaser good
                  and  marketable  title to all the  Acquired  Assets,  free and
                  clear  of  any  lien,   pledge,   claim,   security  interest,
                  encumbrance, charge or restriction of any kind.

         (e)      Litigation.   There  is  no  claim,  litigation,   proceeding,
                  arbitration  or  governmental  investigation  pending  against
                  Seller,  which  will  have a  material  adverse  effect on the
                  Acquired  Assets or the  ability of Seller to  consummate  the
                  transactions   contemplated   hereby   and  by   the   Related
                  Agreements. Seller represents that the litigation titled Shean
                  v. GE Capital Consumer Card Co. No. 99C1625  (N.D.-Ill.) is in
                  the  process  of being  settled,  and no  claims  will be made
                  against Purchaser as a result of this matter.

         (f)      Compliance with Laws.  (i) The Accounts and Cardholder
                  Agreements  comply  in all  material  respects  with all
                  applicable  laws,  rules and  regulations  and Seller has
                  complied  with all  applicable  federal and state laws and
                  regulations  and the  Operating  Regulations  with  respect
                  to the  origination,  maintenance  and  servicing  of the
                  Accounts,  including any change in the terms of any Account;
                 (ii) the interest rates, fees and charges in connection
                  with the  Accounts  comply  with all  applicable  federal  and
                  state  laws and  regulations  and with the  Operating
                  Regulations;  (iii) other than in the Cardholder  Agreements
                  and other related documents made available to Purchaser,
                  Seller has made no promise,  agreement or commitment to any
                  Cardholder in connection  with an Account,  except in the
                  ordinary  course of business in  connection  with  collection
                  and customer  service;  (iv) to the best  knowledge of
                  Seller,  each Cardholder  Agreement is the legal, valid and
                  binding obligation of the Cardholder and any guarantor or
                  co-signer  named therein and is enforceable in accordance with
                  its terms,  except as such  enforcement may be limited
                  by  bankruptcy,  insolvency,  reorganization,  moratorium and
                  other laws relating to or affecting  creditors'  rights
                  generally and by general equity principles, and is not subject
                  to offset,  recoupment,  adjustment or any other claim
                  except for the rights of Cardholders under 12 CFRss.226.12(c),
                  12 CFRss.226.13(d) and the Soldiers and Sailors Civil
                  Relief  Act;  and (v) to the best  knowledge  of  Seller,
                  except for  billing  inquiries,  each of the  Credit  Card
                  Receivables arises from a bona fide sale or loan transaction.

         (g)      Cardholder Agreements.  Attached as Schedule 4.1(g)(i), to the
                  best  knowledge  of  Seller,   are  copies  of  all  forms  of
                  Cardholder  Agreements  governing the Accounts.  Except as set
                  forth  in  Schedule  4.1(g)(ii),   the  Cardholder  Agreements
                  accurately  reflect the method  Seller uses to  calculate  and
                  impose  charges,  collect fees and payments and to process and
                  service  the  Acquired  Assets.  Seller has made no  promises,
                  commitments  or  agreements  to  any   Cardholder   except  in
                  accordance with the Policies and Procedures.

         (h)      Performance  of  Obligations.  Seller has  performed,  in all
                  material  respects,  all  obligations  required  to be
                  performed by it to date under the Cardholder Agreements,  and
                  Seller is not materially in default under, and no event
                  has occurred which, with the lapse of time or action by a
                  third party,  could result in a material default under, any
                  such agreements.  All Cardholder  Agreements are legal, valid
                  and binding  obligations of Seller,  enforceable by the other
                  parties  thereto in accordance  with their  respective  terms,
                  except as such  enforcement  may be limited by
                  bankruptcy, insolvency,  reorganization,  moratorium,
                  receivership,  conservatorship,  the rights and obligations of
                  conservators or receivers of insured depository institutions
                  under 12 U.S.C.ss.1821(d)  and (e) and other laws relating to
                  or affecting creditors' rights generally and by general equity
                  principles.

         (i)      Operation of Business. Since March 1, 1999, Seller has not (i)
                  effected  any  material  change  in  Policies  and  Procedures
                  relating to the  Accounts  that would have a material  adverse
                  effect  on  the  Acquired   Assets;   (ii)  entered  into  any
                  transaction  or made any commitment or agreement in connection
                  with  the  Accounts,  other  than in the  ordinary  course  of
                  Seller's  business  consistent  with  past  practice  and  the
                  Policies  and  Procedures;  or (iii)  amended the terms of any
                  Cardholder  Agreement,   except  on  an  individual  basis  in
                  accordance with the Policies and Procedures.

         (j)      Finders or Brokers.  Seller acknowledges that it has agreed to
                  pay any fee or commission  to any agent,  broker,  finder,  or
                  other  person  retained  by it, for or on account of  services
                  rendered  as a  broker  or  finder  in  connection  with  this
                  Agreement or the transactions  contemplated  hereby and agrees
                  that Seller is solely  responsible for the payment of any such
                  fee or commission.

         (k)      Effect  of  Law on  Closing.  There  is no  federal  or  state
                  statute,  rule or regulation,  or order or rule of any federal
                  or state regulatory  agency which prevents Seller from selling
                  the  Acquired  Assets to  Purchaser  as  contemplated  by this
                  Agreement or from performing its obligations under the Interim
                  Servicing Agreement.

         (l)      Books and  Records.  The Books and Records with respect to the
                  Accounts accurately reflect in all material respects the terms
                  and conditions of the Accounts. Except to the extent set forth
                  in the Co-Brand  Agreements,  no third party has rights to use
                  or market the  information  contained in the Books and Records
                  and the Cardholder List.

         (m)      Third Party  Agreements.  Schedule 4.1(m) sets forth a list of
                  all third party  contracts  relating to benefit or enhancement
                  programs  in effect with  respect to the  Accounts on the date
                  hereof.

         (n)      Co-Brand Agreements.  Schedule 4.1(n) sets forth a list of all
                  Co-Brand  Agreements in effect with respect to the Accounts on
                  the date hereof.  Seller shall make reasonable best efforts to
                  obtain the consents  required  under such  contracts to effect
                  the transactions hereby contemplated by the Closing Date.

         (o)      Chattel  Paper.  None  of  the  Acquired  Assets  (other  than
                  Excluded  Accounts)  constitutes  "chattel  paper"  within the
                  meaning  of the  Uniform  Commercial  Code as in effect in the
                  State of Ohio.

         (p)      Year 2000 Compliance.  All of Seller's  hardware,  firmware or
                  software,  or any  Seller  system  consisting  of one or  more
                  thereof,   including,   without   limitation,   any   and  all
                  enhancements,    upgrades,   customizations,    modifications,
                  maintenance  and the like used or  necessary  to  perform  the
                  Services  (as  defined  in the  Interim  Servicing  Agreement)
                  (collectively,  the  "Computer  Systems")  will be  Year  2000
                  Capable (as defined below).

                           As used in this Agreement,  "Year 2000 Capable" as it
                  relates to the Computer Systems, shall mean that: (i) no value
                  for current dates will cause any interruption in the operation
                  of  the   Computer   Systems;   (ii)  all   manipulations   of
                  time-related  data will  produce the  desired  results for all
                  value dates within the  application  domain and in combination
                  with other  products,  prior to,  through  and beyond the year
                  2000;  (iii) date elements in interfaces and data storage will
                  permit  specifying  the century to  eliminate  date  ambiguity
                  without human intervention,  including leap year calculations;
                  (iv) where any date element is represented  without a century,
                  the correct century shall be unambiguous for all manipulations
                  involving that element; and (v) authorization codes, passwords
                  and zaps relative to expiration  dates and CPU serial  numbers
                  shall  function   normally   during  year  2000  testing  time
                  horizons.

         (q)      AMGEN  Loss  Sharing.   Not  more  than  $24  million  of  the
                  cumulative maximum reimbursement obligations of the "Sellers",
                  as defined  in the  agreement  with  respect to the AMGEN Loss
                  Sharing, has been claimed by Seller as of March 31, 1999.

         (r)      Conversion to FDR. The conversion  from the TSYS system to the
                  FDR system shall not create a material  adverse  effect on the
                  Accounts.

         (s)      No "Early-Out"  Accounts.  Seller represents that the Accounts
                  do not include any  accounts  (other than  Deceased  Accounts)
                  that are "early outs" (that is,  Accounts  that have been sent
                  to a collection  agency and identified as uncollectible  prior
                  to being statused as  charged-off  on the Seller's  processing
                  system).

4.2 Representations and Warranties of Purchaser. Purchaser hereby represents and
warrants to Seller as follows:

         (a)      Organization.  Purchaser is a national bank,  validly existing
                  and in good standing under the laws of the State of Arizona.

         (b)      Capacity; Authority; Validity.  Purchaser has all necessary
                  corporate  power and  authority  to enter  into this
                  Agreement  and the  Related  Agreements  and to  perform  all
                  of the  obligations  to be  performed  by it under this
                  Agreement and the Related  Agreements.  This Agreement and the
                  Related  Agreements and the  consummation by Purchaser
                  of the transactions  contemplated hereby and thereby have been
                  duly and validly authorized by all necessary corporate
                  action  of  Purchaser  and this  Agreement  has been  duly
                  executed  and  delivered  by  Purchaser.  This  Agreement
                  constitutes,  and the  Related  Agreements,  when  executed
                  by  Purchaser,  will  constitute,  the valid and binding
                  obligations of Purchaser,  enforceable  against  Purchaser in
                  accordance with their  respective terms (except as such
                  enforcement may be limited by bankruptcy, insolvency,
                  reorganization, moratorium, receivership, conservatorship, the
                  rights and obligations of receivers and conservators of
                  insured depository  institutions under 12 U.S.C.ss.1821(d) and
                  (e) and other laws relating to or affecting creditors' rights
                  generally and by general equity principles).

         (c)      Conflicts;  Defaults.  Neither the execution and delivery of
                  this  Agreement and the Related  Agreements by Purchaser
                  nor the consummation of the transactions  contemplated  hereby
                  or thereby by Purchaser will (i) conflict with, result
                  in the breach of,  constitute a default  under,  or accelerate
                  the  performance  required by, the terms of any order,
                  law,  regulation, contract, instrument or commitment to which
                  Purchaser is a party or by which Purchaser is bound,
                  (ii) violate the articles of incorporation or bylaws or any
                  other  equivalent  organizational document of Purchaser,
                  (iii) require any consent, approval, authorization or filing
                  under any law,  regulation,  judgment,  order,  writ,
                  decree,  permit or license to which  Purchaser is a party or
                  by which Purchaser is bound, or (iv) require the consent
                  or approval of any other party to any contract,  instrument
                  or commitment to which  Purchaser is a party or by which
                  Purchaser is bound,  other than (A) the  approvals of
                  regulatory  authorities,  if any (which have been  obtained or
                  will be obtained  prior to or on the Closing  Date),  and (B)
                  the waiver (the "Bank Waiver") of the lenders of Metris
                  Companies Inc.  ("MCI") under its Amended and Restated
                  Revolving Credit Agreement dated June 30, 1998 among MCI, The
                  Chase  Manhattan  Bank,  as agent and the  lenders  named
                  therein.  Purchaser  is not  subject to any  agreement  or
                  understanding  with any regulatory  authority which would
                  prevent the  consummation by Purchaser of the  transactions
                  contemplated  by this Agreement and the Related  Agreements.
                  No receiver or  conservator  has been appointed for the
                  Purchaser  nor has any  proceeding  been  instituted  or, to
                  the best  knowledge of  Purchaser,  threatened  for such
                  appointment.

         (d)      Litigation.   There  is  no  claim,  litigation,   proceeding,
                  arbitration  or  governmental  investigation  pending  against
                  Purchaser,  which will have a material  adverse  effect on the
                  Purchaser's    ability   to   consummate   the    transactions
                  contemplated hereby and by the Related Agreements.

         (e)      Finders or Brokers. Purchaser has not agreed to pay any fee or
                  commission to any agent,  broker,  finder, or other person for
                  or on account of  services  rendered  as a broker or finder in
                  connection   with   this   Agreement   or   the   transactions
                  contemplated  hereby  which would give rise to any valid claim
                  against Seller for any brokerage commission or finder's fee or
                  like payment.

         (f)      Effect  of  Law on  Closing.  There  is no  federal  or  state
                  statute,  rule or regulation,  or order or rule of any federal
                  or state  regulatory  agency,  which  prevents  Purchaser from
                  purchasing  the  Acquired   Assets  as  contemplated  by  this
                  Agreement.

         (g)      Source of  Funding.  Purchaser  has the  necessary  sources of
                  funding to  complete  the  transactions  contemplated  in this
                  Agreement in  accordance  with the terms  hereof,  except that
                  Purchaser shall not be obligated to purchase, and Seller shall
                  not be  obligated to sell,  the Acquired  Assets to be sold if
                  Purchaser has not received the Bank Waiver.

         (h)      MasterCard   and  Visa  Member.   Purchaser  is  qualified  to
                  participate  in,  and is a member  in good  standing  of,  the
                  MasterCard and Visa credit card programs.

         4.3  NO  OTHER  REPRESENTATIONS  OR  WARRANTIES......  EXCEPT  FOR  THE
REPRESENTATIONS  AND  WARRANTIES  CONTAINED  IN THIS  AGREEMENT  AND THE RELATED
AGREEMENTS,  SELLER MAKES NO  REPRESENTATION  OR  WARRANTY,  EXPRESS OR IMPLIED,
WRITTEN OR ORAL, AND SELLER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY
(INCLUDING  WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR
A  PARTICULAR  PURPOSE),  WHETHER  BY  SELLER,  ITS  AFFILIATES  OR ANY OF THEIR
OFFICERS,  DIRECTORS,  EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON,
WITH  RESPECT TO THE  EXECUTION  AND  DELIVERY  OF THIS  AGREEMENT,  THE RELATED
AGREEMENTS  AND THE  TRANSACTIONS  CONTEMPLATED  HEREBY AND  THEREBY;  PROVIDED,
HOWEVER,  THAT ALL DISCLOSURES OF INFORMATION  (WHETHER ORAL OR IN WRITING) MADE
BY SELLER OR ITS AGENTS AND  REPRESENTATIVES  IN  CONNECTION  WITH THE  OFFERING
MEMORANDUM,  DUE DILIGENCE AND THE MASTERFILE TAPE, WERE TRUE AND CORRECT IN ALL
MATERIAL  RESPECTS  AND  SELLER  ACKNOWLEDGES   PURCHASER  HAS  RELIED  ON  SUCH
INFORMATION.

                          ARTICLE 5 - CERTAIN COVENANTS

5.1 Mutual  Covenants  and  Agreements.  Each party hereto  covenants and agrees
that:

         (a)      Cooperation. It shall cooperate with the other party hereto in
                  furnishing any information or performing any action reasonably
                  requested  by that  party,  which  information  or  action  is
                  necessary  for the  prompt  consummation  of the  transactions
                  contemplated by this Agreement.

         (b)      Other  Required  Information.  It shall  furnish  to the other
                  party hereto all information as is required or requested to be
                  set forth in any application or statement to be filed with any
                  state  or  federal   governmental   agency  or   authority  in
                  connection  with the  regulatory  approval  or  review  of the
                  transactions contemplated by this Agreement.

         (c)      Confidentiality.  All information  furnished by a party
                 (the "Protected Party") to the other party in connection with
                  this Agreement and the  transactions  contemplated  hereby
                  shall be received in confidence and kept  confidential  by
                  such other party,  and shall be used by it only in connection
                  with this Agreement and the  transactions  contemplated
                  hereby,  except to the  extent  that such  information:
                 (i) is  already  lawfully  known to such  other  party  when
                  received;  (ii) thereafter  becomes  lawfully  obtainable
                  from other sources other than as a result of disclosure by
                  such other party;  (iii) is  required to be  disclosed to
                  MasterCard  or Visa or to a  regulatory  authority  having
                  authority over such party; (iv) is disclosed to its
                  Affiliates,  provided that such parties agree to be bound by
                  the provisions of this  Section 5.1(c);  (v) is  disclosed to
                  its auditors or counsel (each of whom the disclosing  party
                  shall  cause to keep such  information  confidential  and to
                  use the same  only in  connection  with this  Agreement,
                  including in the case of auditors,  any general or more
                  limited  audit or review of Purchaser or Seller,  and in the
                  case of counsel,  any disputes  relating to this  Agreement or
                  legal matters which involve  Seller or its  Affiliates
                  with respect to which confidential  information which is
                  subject to this Section 5.1(c) is germane) or is required to
                  be disclosed strictly on a need to know basis to its lenders,
                  investors,  or rating agencies; (vi) is required to be
                  disclosed in the  financial  statements of such other party or
                  its  Affiliates to the extent  required by GAAP, or in
                  any filing with the  Securities  and  Exchange  Commission
                  (the  "SEC");  (vii) is required to be  disclosed  to its
                  source(s)  of  funding,  provided  such  sources  agree to be
                  bound by  confidentiality  provisions  similar to those
                  contained in this Section  5.1(c);  or (viii) is  required by
                  law,  regulation or court order to be disclosed by such
                  other party, provided that prior notice of such disclosure
                  (other than to its Affiliates,  auditors,  counsel, rating
                  agencies or lenders) has been given to the Protected  Party,
                  when legally  permissible,  and that the party which is
                  required  to make the  disclosure  uses its  reasonable  best
                  efforts to provide sufficient notice to permit the Protected
                  Party to take legal action to prevent the disclosure.  In the
                  event that the  transactions  contemplated by this Agreement
                  shall fail to be  consummated, such other party shall promptly
                  cause all  originals and copies of documents or extracts
                  thereof  containing all information and data furnished by the
                  Protected Party to be returned to the  Protected Party or
                  destroyed and shall cause an officer to so certify to the
                  Protected  Party.  This Section 5.1(c) shall survive any
                  termination of this Agreement.

         (d)      Press Releases. Except as may be required by law or regulation
                  or a court or  regulatory  authority  or the  rules of a stock
                  exchange,  or as may be  necessary  to disclose to lenders and
                  rating  agencies,  neither  Seller nor  Purchaser,  nor any of
                  their respective Affiliates, subsequent to the date hereof and
                  continuing after the Closing Date, shall issue a press release
                  or make any public  announcement  related to the  transactions
                  contemplated  hereby without the prior written  consent of the
                  other party hereto,  which  consent shall not be  unreasonably
                  withheld or delayed.  This Section  5.1(d)  shall  survive any
                  termination of this Agreement.

         (e)      Notice to  Cardholders.  Seller and Purchaser  shall cooperate
                  with each  other in good faith to enable  Purchaser,  prior to
                  the Final  Conversion  Date,  to prepare,  print and mail,  at
                  Purchaser's  expense,  a notice notifying each Cardholder on a
                  timely basis of the purchase of the Accounts by Purchaser  and
                  such other  information as may be required to be given to such
                  Cardholder and other matters which the parties determine to be
                  appropriate.  Any such notice shall be in a form  consented to
                  by each of the parties  hereto prior to mailing,  but no party
                  shall unreasonably withhold such consent.

         (f)      Miscellaneous  Agreements and Consents.  Subject to the terms
                  and  conditions  contained  herein,  each party to this
                  Agreement shall use its reasonable best efforts to take, or
                  cause to be taken, all action,  and to do, or cause to be
                  done,  all things  necessary,  appropriate  or desirable
                  hereunder  and under  applicable  laws and  regulations  to
                  consummate and make effective the  transactions  contemplated
                  by this  Agreement.  Each party to this Agreement will use its
                  reasonable best efforts to obtain  consents of all third
                  parties and governmental bodies necessary for the
                  consummation of the transactions contemplated by this
                  Agreement.  The parties and their respective officers,
                  directors and/or employees shall use their reasonable best
                  efforts to take such further actions subsequent to the
                  Closing Date as are reasonably necessary, appropriate or
                  desirable to carry out the purposes of this Agreement.

         (g)      Advice on  Changes.  Between  the date  hereof and the Closing
                  Date,  each party shall promptly  advise the other of any fact
                  known to it which,  if existing  or known at the date  hereof,
                  would have been  required to be set forth or  disclosed  in or
                  pursuant to this  Agreement or of any fact which,  if existing
                  or  known  at the  date  hereof,  would  have  made any of the
                  representations  of such party contained  herein untrue in any
                  material respect.

         (h)      Preserve  Accuracy of  Representations  and  Warranties.  Each
                  party hereto shall  refrain from taking any action which would
                  render any  representation or warranty of such party contained
                  in Article 4 of this Agreement materially inaccurate as of the
                  Closing Date. Each party shall promptly notify the other party
                  of any action,  suit or proceeding that shall be instituted or
                  threatened  against  such  party  to  restrain,   prohibit  or
                  otherwise   challenge   the   legality   of  any   transaction
                  contemplated by this Agreement.

5.2      Certain Covenants of Seller.  Seller hereby agrees with Purchaser as
         follows:

         (a)      Preservation of Credit Card Business.  From the date of this
                  Agreement and continuing until the Closing Date,  Seller
                  shall,  and shall cause its agents,  to: (i)  maintain  and
                  service the Accounts in substantially the same manner
                  (except for marketing activities) as currently maintained and
                  serviced and in accordance with the Policies and
                  Procedures,  (ii) maintain and service the Accounts in
                  compliance, in all material respects , with applicable federal
                  and state  laws and  regulations;  and (iii) not make any
                  change to the  Policies  and  Procedures  that would have a
                  material  adverse effect on the Accounts except as required by
                  law, safe or sound banking  practices or the Operating
                  Regulations.  Seller shall,  and shall cause its agents to,
                  post all payments  received  prior to the Cut-Off Time to
                  the applicable Account as of the Cut-Off Time.

         (b)      Preservation of Accounts.  From the date of this Agreement and
                  continuing until the Closing Date, Seller shall: (i) not sell,
                  assign,  transfer  or pledge,  any  Account  without the prior
                  written  consent of Purchaser;  (ii) not take any  substantial
                  action  with  respect to the  Accounts  which will  impair any
                  material rights of Seller,  and shall not amend any Cardholder
                  Agreement  other than on a per  customer  basis in  accordance
                  with the Policies and  Procedures;  and (iii)  comply,  in all
                  material  respects,  with  the  terms  and  conditions  of the
                  Cardholder Agreements, as then in effect.

         (c)      Access.  From the date of this Agreement and continuing until
                  the Closing Date,  Seller shall (i) permit Purchaser and its
                  authorized  representatives reasonable access, during
                  reasonable hours, to the Books and Records of Seller as
                  they relate to the Acquired  Assets;  (ii) make  available
                  to Purchaser  true,  accurate and complete  copies of such
                  contracts and other such records and all other  information in
                  its possession  with respect to the Acquired Assets as
                  Purchaser or its  authorized  representatives  may  reasonably
                  request;  (iii) cause its personnel and its agents to provide
                  Purchaser assistance in its investigation of such matters;
                  provided,  however, that such investigation shall be conducted
                  in a manner which does not unreasonably interfere with
                  Seller's  normal  operations  and,  provided, further,  that
                  Seller shall not be required to divulge, and shall not
                  divulge, any records or  information  to the extent prohibited
                  by applicable laws or regulations.

         (d)      Use of List.  Seller agrees that for a period of two (2) years
                  from the Closing  Date, neither Seller,  nor any Affiliate of
                  Seller,  will sell or otherwise  provide the Cardholder List,
                  in whole or in part, to any third party or use the  Cardholder
                  List to solicit any Cardholder  for a credit card account or
                  any card enhancement set forth in Schedule 5.2(d). The parties
                  acknowledge  that Seller has previously  included in the
                  internal records or databases of its  Affiliates some or all
                  of the names of  Cardholders. Nothing contained herein shall
                  require Seller or its respective Affiliates to remove
                  Cardholder names from such internal records or databases.  The
                  parties agree that it shall not be a violation of this Section
                  5.2(d) if an Affiliate of Seller: (i) solicits a Cardholder or
                  develops a solicitation list that includes names of some but
                  not all  Cardholders  (as well as the names of persons who are
                  not Cardholders) if such name or list is obtained (A) from a
                  third party, or (B) from the internal  records or a database
                  of Seller or an Affiliate of Seller not derived from the
                  Cardholder  List,  provided  that such  Affiliate  does not
                  intentionally target Cardholders for such solicitation;
                  (ii) solicits the public at large for any product or service
                  through a list of names other than one derived from the
                  Cardholder  List;  or (iii) engages in any marketing of
                  products or services,  provided that such Affiliate does not
                  intentionally  target  Cardholders  in such marketing efforts.

         (e)      Further  Assurances.  On and after the  Closing  Date,  Seller
                  shall,  at  Purchaser's  request,  execute,   acknowledge  and
                  deliver all such  acknowledgments and other instruments as may
                  be   reasonably   necessary  or   appropriate   to  fully  and
                  effectively carry out the transactions contemplated hereby.

         (f)      Responsibility for Taxes.  Seller shall be liable for and pay,
                  and  pursuant to Article 7 shall indemnify and hold
                  Purchaser harmless from and against all Taxes applicable to
                  the Acquired Assets and the Assumed Liabilities,  in each
                  case  incurred or  assessed  during the  portion of the
                  taxable  years or periods on or prior to the  Closing  Date.
                  Purchaser  shall be liable for and pay, and pursuant to
                  Article 7 shall indemnify and hold Seller harmless from and
                  against,  (i) all Taxes applicable to the Acquired Assets and
                  the Assumed  Liabilities,  in each case incurred or assessed
                  during the portion of the taxable years or periods after the
                  Closing Date, and (ii) any sales Tax, use Tax, transfer or
                  gains Tax, documentary stamp Tax or similar Tax attributable
                  to the sale or transfer of the Acquired Assets or the Assumed
                  Liabilities pursuant to this Agreement and the Related
                  Agreements.  Each of Seller and Purchaser shall be entitled to
                  refund of any Taxes for which it is liable under this Section
                  5.2(f).

         (g)      Books and  Records.  Commencing on the Closing Date, the Books
                  and Records shall be the property of Purchaser, provided that
                  Seller may retain possession of such copies thereof as may be
                  required to meet legal, regulatory,  tax, accounting and
                  auditing  requirements.  Except for (i) keeping such records
                  as Seller may require to perform its interim servicing
                  obligations,  and (ii) any Books and Records which Seller
                  cannot reasonably segment from books and records relating to
                  the credit card accounts not being sold to Purchaser
                  hereunder,  Seller will make the Books and Records available
                  for delivery to Purchaser on the Closing Date.  In addition,
                  on the Initial  Conversion  Date, Seller shall deliver to
                  Purchaser all Books and Records retained by Seller or its
                  agents in connection with Seller's performance  of its interim
                  servicing  obligations,  excluding any Books and Records which
                  Seller cannot  reasonably segment from books and records
                  relating to the credit card accounts not being sold to
                  Purchaser hereunder.  If the Books and Records delivered by
                  Seller contain information on accounts not being sold to
                  Purchaser  hereunder, Purchaser shall comply with the
                  provisions of Section 5.1(c) with respect to such information
                  and shall not use such information for any purpose.

         (h)      Payments  to  Co-Brand  Partners.  Seller  shall  pay  to  its
                  co-brand  partners any amounts  validly owed to them under the
                  Co-Brand  Agreements  listed in Schedule 4.1(n) for the period
                  up to the Cut-Off Time.


5.3 Covenants of Purchaser. Purchaser hereby agrees with Seller as follows:

         (a)      Books  and  Records.  Purchaser  shall  retain  the  Books and
                  Records  delivered  to  Purchaser  for at  least  the  periods
                  required  under   applicable  laws  and  under  the  Operating
                  Regulations and shall allow Seller  reasonable  access to such
                  Books and Records and the right to make copies  thereof at any
                  reasonable  time  or  shall  provide,  upon  request,   copies
                  thereof,  in the event any such Books and Records are required
                  by Seller in connection  with any claim or proceeding in which
                  Seller  is  involved,  including,  but  not  limited  to,  any
                  financial  reporting  obligation,  tax claim,  legal  claim or
                  accounting   matter,   or  any   other   reasonable   business
                  requirement of Seller.

         (b)      Covenant to Comply with  Cardholder  Agreements.  On and after
                  the  Closing  Date,  Purchaser  will comply with the terms and
                  conditions  of  the  Cardholder  Agreements,  as  they  may be
                  amended  by  Purchaser   from  time  to  time,  the  Operating
                  Regulations  and all laws and  regulations  applicable  to the
                  Acquired Assets.

         (c)      Assumed Liabilities.  On and after the Closing Date, Purchaser
                  shall discharge the Assumed Liabilities in accordance with the
                  terms thereof.

         (d)      Further Assurances.  On and after the Closing Date,  Purchaser
                  shall, at Seller's request,  execute,  acknowledge and deliver
                  all  such  acknowledgments  and  other  instruments  as may be
                  reasonably  necessary or appropriate to fully and  effectively
                  carry out the transactions contemplated hereby.

         (e)      Payments  to  Co-Brand  Partners.  Purchaser  shall pay to its
                  co-brand  partners any amounts  validly owed to them under the
                  Co-Brand  Agreements  listed in Schedule 4.1(n) for the period
                  on and after the Cut-Off Time.


                                          ARTICLE 6 - CONDITIONS OF CLOSING

6.1      Conditions  Applicable to Purchaser.  The obligation of Purchaser under
         this  Agreement to consummate  the  transactions  contemplated  by this
         Agreement is subject to the  satisfaction or waiver by Purchaser of the
         following conditions as of the Closing Date:

         (a)      Related Agreements.  Seller shall have executed and delivered
                  to Purchaser the Related Agreements, each dated as of the
                  Closing Date.

         (b)      Financing  Statements.  On or before the Closing Date,  Seller
                  shall have  executed  and  delivered to  Purchaser,  financing
                  statements, prepared by Purchaser, in the appropriate form for
                  filing under the Uniform  Commercial Code of the State of Ohio
                  to give notice of Purchaser's interest in the Acquired Assets.

         (c)      Board Resolutions;  Incumbency  Certificates.  Purchaser shall
                  have received from Seller  certified  resolutions  of Seller's
                  Board of Directors  authorizing  the execution and delivery of
                  this Agreement and the Related Agreements and the consummation
                  of the  transactions  contemplated  hereby  and  thereby,  and
                  certificates  as to  incumbency  and  signatures  of  officers
                  authorized   to  execute  this   Agreement   and  the  Related
                  Agreements.

         (d)      Performance of this  Agreement.  All the terms,  covenants and
                  conditions of this Agreement to be complied with and performed
                  by  Seller on or prior to the  Closing  Date  shall  have been
                  complied  with and  performed  in all material  respects;  and
                  there shall have been  delivered to Purchaser a certificate to
                  such effect,  dated the Closing Date,  signed by an authorized
                  officer of Seller.

         (e)      Accuracy    of    Representations    and    Warranties.    The
                  representations  and  warranties  of  Seller  as set  forth in
                  Section 4.1 hereof  shall be true and correct in all  material
                  respects  on the  Closing  Date as though  made on the Closing
                  Date,  except for changes therein  permitted by this Agreement
                  or resulting from any  transaction  consented to in writing by
                  Purchaser;  and there shall have been delivered to Purchaser a
                  certificate to such effect,  dated the Closing Date, signed by
                  an authorized officer of Seller.

         (f)      Litigation.  No action, suit, litigation or proceeding related
                  to any of the transactions contemplated hereby shall have been
                  threatened or instituted by a governmental body to restrain or
                  prohibit  the   consummation   of  any  of  the   transactions
                  contemplated hereby.

         (g)      HSR Waiting  Period.  The waiting  period (and any  extensions
                  thereof),  if  any,  under  the  HSR  Act  applicable  to  the
                  consummation   of  the   transactions   contemplated  by  this
                  Agreement shall have expired or been terminated.

         (h)      Legal  Opinion.  Seller shall have delivered to Purchaser (and
                  each other  addressee) an opinion of counsel to Seller,  dated
                  the Closing Date, substantially in the form of Exhibit E.

         (i)      List of Accounts.  Seller shall have  delivered to Purchaser a
                  list of Accounts  (including  Excluded  Accounts)  in computer
                  tape form containing with respect to each Account and Excluded
                  Account,   the  account  number  and  information   supporting
                  calculation  of Accrued  Interest,  Unearned  Annual  Fees and
                  Cardholder  reward  liability,  and the  masterfile  extension
                  record.

         (j)      Additional Legal Opinions.  Seller shall have delivered to
                  Purchaser (and each other addressee) an opinion of counsel to
                  Seller substanitally in the form of Exhibit F and, if required
                  in order to  satisfy  the  conditions precedent to the funding
                  source of Purchaser,  either or both of (1) an opinion of
                  counsel to Seller addressed to and acceptable to the rating
                  agencies rating the commercial paper of such funding source's
                  commercial paper conduit,  and addressed to NationsBank, N.A.,
                  as agent,  as to the  consequences of proceeding in respect of
                  the insolvency of the Seller (or a true sale opinion, if the
                  Seller may be a "debtor" under the U.S. Bankruptcy  Code),
                  and (2) officers'  certificates  of the Seller as may be
                  requested by and acceptable to such rating agencies.

         (k)      Government  Consents.  The  parties  shall have  received  all
                  approvals  and actions of or by all  governmental  authorities
                  which   are   necessary   to   consummate   the   transactions
                  contemplated hereby.

         (l)      Other  Consents.  Seller  shall  have  received  any  required
                  consents  to the  transactions  contemplated  hereby  from the
                  other party to any contract, instrument or commitment to which
                  Seller is a party,  other  than  those the  failure to receive
                  which would not have a material adverse effect on the Acquired
                  Assets.  Seller shall have  received  any required  consent to
                  assignment  of each  Co-Brand  Agreement,  which consent shall
                  include (i) consent to the subsequent  assignments pursuant to
                  a receivables securitization program, and (ii) with respect to
                  the agreement with Ames Department Stores, Inc., forfeiture or
                  waiver of any option to elect to purchase or require a sale of
                  Accounts at the termination thereof.

         (m)      No  Injunction.  There  shall not be in effect any  injunction
                  restraining   or   prohibiting   the   consummation   of   the
                  transactions contemplated hereby.

         (n)      Waiver by MCI Lenders.  Metris Companies Inc. shall have
                  received the Bank Waiver.

6.2      Conditions  Applicable to Seller.  The  obligation of Seller under this
         Agreement to consummate the transactions contemplated by this Agreement
         is subject  to the  satisfaction  or waiver by Seller of the  following
         conditions as of the Closing Date:

         (a)      Related Agreements.  Purchaser shall have executed and
                  delivered to Seller the Related Agreements,  each dated as of
                  the Closing Date.

         (b)      Board Resolutions;  Incumbency Certificates. Seller shall have
                  received from Purchaser  certified  resolutions of Purchaser's
                  Board of Directors  authorizing  the execution and delivery of
                  this Agreement and the Related Agreements and the consummation
                  of the  transactions  contemplated  hereby  and  thereby,  and
                  certificates  as to  incumbency  and  signatures  of  officers
                  authorized   to  execute  this   Agreement   and  the  Related
                  Agreements.

         (c)      Performance of this  Agreement.  All the terms,  covenants and
                  conditions of this Agreement to be complied with and performed
                  by  Purchaser  on or prior to the Closing Date shall have been
                  complied  with and  performed  in all material  respects;  and
                  there shall have been  delivered  to Seller a  certificate  to
                  such effect,  dated the Closing Date,  signed by an authorized
                  officer of Purchaser.

         (d)      Accuracy    of    Representations    and    Warranties.    The
                  representations  and  warranties  of Purchaser as set forth in
                  Section 4.2 hereof  shall be true and correct in all  material
                  respects  on the  Closing  Date as though  made on the Closing
                  Date,  except for changes therein  permitted by this Agreement
                  or resulting from any  transaction  consented to in writing by
                  Seller;  and  there  shall  have  been  delivered  to Seller a
                  certificate to such effect,  dated the Closing Date, signed by
                  an authorized officer of Purchaser.

         (e)      Litigation.  No action, suit, litigation or proceeding related
                  to any of the transactions contemplated hereby shall have been
                  threatened or instituted by a governmental body to restrain or
                  prohibit  the   consummation   of  any  of  the   transactions
                  contemplated hereby.

         (f)      HSR Waiting  Period.  The waiting  period (and any  extensions
                  thereof),  if  any,  under  the  HSR  Act  applicable  to  the
                  consummation   of  the   transactions   contemplated  by  this
                  Agreement shall have expired or been terminated.

         (g)      Government  Consents.  The  parties  shall have  received  all
                  approvals  and actions of or by all  governmental  authorities
                  which   are   necessary   to   consummate   the   transactions
                  contemplated hereby.

         (h)      Other  Consents.  Seller  shall  have  received  any  required
                  consents  to the  transactions  contemplated  hereby  from the
                  other party to any contract, instrument or commitment to which
                  Seller is a party,  other than those  failure to receive which
                  would  not have a  material  adverse  effect  on the  Acquired
                  Assets.

         (i)      No Injunction.  There shall not be in effect any injunction
                  restricting or prohibiting the  consummation of the
                  transactions contemplated hereby.

         (j)      Purchase Price.  Purchaser shall have delivered to Seller the
                  Purchase Price.

         (k)      Legal  Opinion.  Purchaser  shall have  delivered to Seller an
                  opinion of  counsel  to  Purchaser,  dated the  Closing  Date,
                  substantially in the form of Exhibit G.

         (l) Waiver by MCI Lenders.  Metris  Companies Inc. shall have received,
and delivered to Seller, the Bank Waiver.


                                             ARTICLE 7 - INDEMNIFICATION

7.1      Seller's Indemnification  Obligations.  Seller shall indemnify and hold
         harmless,  Purchaser and its Affiliates and their respective  officers,
         directors  and  employees,  from and  against  any and all  Losses  (as
         hereinafter defined) arising from or relating to: (i) the inaccuracy of
         any representation or the breach of any warranty of Seller contained in
         this Agreement or the Assignment and Assumption Agreement;  or (ii) the
         failure by Seller to perform  any of its  covenants  contained  in this
         Agreement or the Assignment and Assumption Agreement.

7.2      Purchaser's Indemnification Obligations.  Purchaser shall indemnify and
         hold harmless, Seller and its Affiliates and their respective officers,
         directors and  employees,  from and against any and all Losses  arising
         from or relating to: (i) the  inaccuracy of any  representation  or the
         breach of any warranty of Purchaser  contained in this Agreement or the
         Assignment and Assumption  Agreement;  or (ii) the failure by Purchaser
         to perform any of its  covenants  contained  in this  Agreement  or the
         Assignment and Assumption Agreement.

7.3      Definition of Losses. For purposes of this Article 7, the term "Losses"
         shall mean any liability,  damage, Tax, costs and expenses,  including,
         without limitation, any attorneys' fees, disbursements and court costs,
         in each case  reasonably  incurred by Purchaser or Seller,  as the case
         may be.

7.4      Tax Consequences of  Indemnification.  Purchaser and Seller agree that,
         for purposes of  computing  the amount of any  indemnification  payment
         under this Article 7, any such indemnification payment shall be treated
         as an adjustment to the Purchase Price for all Tax purposes.

7.5      Procedures.

         (a)      Notice of  Claims.  The parties agree that in case any claim
                  is made, any suit or action is commenced, or any knowledge is
                  received of a state of facts which, if not corrected,  may
                  give rise to a right of  indemnification for such party
                  hereunder  ("Indemnified  Party") from the other party
                 ("Indemnifying  Party"), the Indemnified Party will give notice
                  to the  Indemnifying  Party as  promptly as  practicable after
                  the receipt by the  Indemnified Party of notice or knowledge
                  of such claim, suit, action or state of facts.  Notice to the
                  Indemnifying  Party under the preceding sentence shall be
                  given no later than fifteen (15) days after receipt by the
                  Indemnified  Party of service of process in the event a suit
                  or action has commenced or thirty (30) days under all other
                  circumstances.  The failure to give prompt notice shall not
                  relieve an Indemnifying Party of its obligation to indemnify
                  except to the extent the Indemnifying Party is prejudiced by
                  such failure.  The Indemnified Party shall make  available to
                  the Indemnifying Party and its counsel and accountants at
                  reasonable  times and for reasonable  periods,  during normal
                  business hours, all books and records of the Indemnified Party
                  relating to any such possible claim for indemnification, and
                  each party hereunder will render to the other such assistance
                  as it may reasonably require of the other in order to insure
                  prompt and  adequate defense of any suit, claim or proceeding
                  based upon a state of facts which may give rise to a right of
                  indemnification hereunder.

                           The  Indemnifying  Party  shall  have  the  right  to
                  defend,  compromise and settle any third party suit,  claim or
                  proceeding in the name of the Indemnified  Party to the extent
                  that the  Indemnifying  Party may be liable to the Indemnified
                  Party in connection  therewith.  The Indemnifying  Party shall
                  notify the Indemnified Party within thirty (30) days of having
                  been  notified   pursuant  to  this  Section   7.5(a)  if  the
                  Indemnifying  Party  elects to assume the  defense of any such
                  claim, suit or proceeding and employ counsel.  The Indemnified
                  Party  shall have the right to employ  its own  counsel if the
                  Indemnifying  Party so elects to assume such defense,  but the
                  fees and expenses of such counsel shall be at the  Indemnified
                  Party's expense.

                           Notwithstanding anything to the contrary set forth in
                  the preceding paragraph,  the Indemnified Party shall have the
                  right to defend,  compromise  and settle any third party suit,
                  claim  or  proceeding  in the  name of the  Indemnified  Party
                  involving  an  amount of less than  $1,000.  The  Indemnifying
                  Party  shall have the right to employ its own  counsel in such
                  case,  but the fees and expenses of such  counsel  shall be at
                  the Indemnifying Party's expense.

         (b)      Settlement of Claims.  The  Indemnified  Party may at any time
                  notify the  Indemnifying  Party of its  intention to settle or
                  compromise any claim,  suit or action against the  Indemnified
                  Party without the consent of the Indemnifying Party,  provided
                  that the Indemnifying Party shall have no further liability in
                  respect thereof.

         (c)      Subrogation. The Indemnifying Party shall be subrogated to any
                  claims or rights of the Indemnified Party as against any other
                  persons  with  respect to any amount paid by the  Indemnifying
                  Party  under  this  Article  7. The  Indemnified  Party  shall
                  cooperate with the  Indemnifying  Party,  at the  Indemnifying
                  Party's expense, in the assertion by the Indemnifying Party of
                  any such claim against such other persons.

         (d)      Limitations on  Indemnification.  Notwithstanding  anything to
                  the contrary set forth in this Article 7, Purchaser  shall not
                  be  entitled  to   indemnification   for  any  breach  of  any
                  representation  or warranty or covenants  made by Seller under
                  this Agreement,  unless and until the aggregate  amount of all
                  Losses of  Purchaser  sustained  by reason of such  breach(es)
                  exceeds  $200,000 in the  aggregate (it being  understood  and
                  agreed that $200,000 is intended as a  deductible,  and Seller
                  shall be responsible only for Losses in excess of $200,000).

                           Notwithstanding anything to the contrary set forth in
                  this   Article   7,   Seller   shall   not  be   entitled   to
                  indemnification  for  any  breach  of  any  representation  or
                  warranty or covenants made by Purchaser  under this Agreement,
                  unless and until the aggregate  amount of all Losses of Seller
                  sustained by reason of such breach(es) exceeds $200,000 in the
                  aggregate  (it being  understood  and agreed that  $200,000 is
                  intended as a deductible,  and Purchaser  shall be responsible
                  only for Losses in excess of $200,000).

         (e)      Survival of  Indemnification  Obligations.  The obligations of
                  the  parties  set forth in this  Article 7 shall  survive  the
                  Closing Date for a period of one (1) year, except that a claim
                  for  indemnification  for which  notice was given  pursuant to
                  Section 7.5(a) hereof by an Indemnified Party prior to the end
                  of such one (1) year period shall  survive until such claim is
                  fully   and   finally   determined,   and   except   that  the
                  indemnification  shall  continue as to the covenants of Seller
                  set forth in Sections 5.1(c), 5.1(d), 5.2(e) and 5.2(f) and in
                  the Assignment  and Assumption  Agreement and the covenants of
                  Purchaser set forth in Sections 5.1(c), 5.1(d), 5.2(f) and 5.3
                  and in the Assignment and Assumption  Agreement,  as to all of
                  which no time limitation shall apply.

         (f)      Exclusive  Remedy.  (i) Subject to the  provisions  of Section
                  7.5(f)(ii),  the  indemnification  provided in this  Article 7
                  shall be the exclusive  post-Closing  remedy available to each
                  party  and  its  Affiliates  and  their  respective  officers,
                  directors and  employees in connection  with any breach of any
                  representation,  warranty,  covenant or agreement  made by the
                  other party in this Agreement or the Assignment and Assumption
                  Agreement,  or for any other matter or claim  arising under or
                  in  connection  with  this   Agreement,   the  Assignment  and
                  Assumption  Agreement or the transactions  contemplated hereby
                  or thereby.

                  (ii)  The  parties  agree  that  damages  at law may not be an
                  adequate remedy for violation of Section 5.2(a),  (b), (c) and
                  (d).  The parties,  therefore,  agree that in the event of any
                  violation of any of the aforesaid  provisions by a party,  the
                  other party shall be entitled to seek  appropriate  injunctive
                  relief to prevent the violation of such provision.

                                               ARTICLE 8 - TERMINATION

8.1      Termination  By Either Party.  Anything  contained in this Agreement to
         the contrary notwithstanding, this Agreement may be terminated prior to
         the Closing Date:

                  (a)  by either Purchaser or Seller if a material breach of
                       any provision of this Agreement has been committed by
                       the other party and such breach has not been cured or
                       waived  within  fifteen (15)  Business  Days from the
                       date of notice from the party alleging the breach;
                  (b)  by the mutual consent of the parties;
                  (c)  by Seller if Purchaser has not delivered to Seller a copy
                       of the Bank Waiver by May 30,1999; or (d) by Purchaser or
                       Seller if the Closing Date has not occurred by July 30,
                       1999.

8.2      Effect of  Termination.  In the  event  that  this  Agreement  shall be
         terminated  pursuant to this Article 8, all further  obligations of the
         parties under this Agreement  (other than Sections  5.1(c),  5.1(d) and
         9.6 and the  Confidentiality  Agreement)  shall be  terminated  without
         further  liability  of any party to the other,  provided  that  nothing
         herein shall  relieve any party from  liability  for its breach of this
         Agreement.

                                              ARTICLE 9 - MISCELLANEOUS

9.1      Survival of Representations  and Warranties.  The  representations  and
         warranties  of  each  party  contained  in  this  Agreement  or in  any
         certificates or other instruments  delivered pursuant to this Agreement
         will  survive  the  Closing  of the  transactions  contemplated  herein
         through the period during which claims for  indemnification may be made
         pursuant to Article 7.

9.2      Notices.  All notices and other  communications  by Purchaser or Seller
         hereunder shall be in writing to the other party and shall be deemed to
         have been  duly  given  when  delivered  in  person or to an  overnight
         courier service,  receipt requested, or sent via telecopy transmission,
         receipt  requested or when posted by the United  States  registered  or
         certified mail, with postage prepaid, addressed as follows:


         If to Seller:        GE Capital Consumer Card Co.
                              5300 Kings Island Drive
                              Mason, Ohio 45040
                              Attn:    President
                              Fax Number:  (513) 459-6801

         copy to:             GE Capital Consumer Card Co.
                              5300 Kings Island Drive
                              Mason, Ohio 45040
                              Attn:  General Counsel
                              Fax Number:  (513) 459-6888

         and copy to:         GE Card Services
                              1600 Summer Street
                              Stamford, Connecticut 06905
                              Attn:  General Counsel
                              Fax Number:  (203) 961-5331

         If to Purchaser:     Direct Merchants Credit Card Bank, N.A.
                              6909 E. Greenway Parkway, Suite 100
                              Scottsdale, AZ 85254
                              Attn:    Chairman
                              Fax Number: (602) 718-4825

         copy to:             Metris Companies Inc.
                              600 South Highway 169, Suite 1000
                              St. Louis Park, MN 55426
                              Attn:  General Counsel
                              Fax Number:  (612) 595-0510

         or to such other  addresses as a party may from time to time  designate
         by notice as provided herein,  except that notices of change of address
         shall be effective only upon actual receipt.

9.3      Assignment.  Prior to the  Closing,  the rights of any party under this
         Agreement shall not be assigned or transferred by any party without the
         prior written  approval of the other party  hereto.  Upon and following
         the Closing,  any party may assign any of its rights hereunder,  but no
         such assignment shall relieve it of its obligations hereunder.

9.4      Entire  Agreement.  This  Agreement,  together  with the  exhibits  and
         schedules  to  this  Agreement  and  the   Confidentiality   Agreement,
         constitutes the entire agreement between the parties and supersedes any
         other  agreement,  whether  written or oral, that may have been made or
         entered into by Seller and  Purchaser (or by any officer or officers of
         any of such parties) relating to the matters contemplated hereby.

9.5      Amendments  and  Waivers.  This  Agreement  may be  amended,  modified,
         superseded,  or  canceled,  and  any  of  the  terms,  representations,
         warranties  or  covenants  hereof  may  be  waived,   only  by  written
         instrument executed by each of the parties or, in the case of a waiver,
         by the party  waiving  compliance.  In the course of the  planning  and
         coordination of this Agreement,  written  documents have been exchanged
         between the  parties.  Such  written  documents  shall not be deemed to
         amend or  supplement  this  Agreement.  The failure of any party at any
         time or times to require  performance of any provision  hereof shall in
         no manner  affect  the right at a later time to  enforce  the same.  No
         waiver  by any  party of any  condition  or of any  breach of any term,
         representation,  warranty or covenant under this Agreement,  whether by
         conduct or otherwise, in any one or more instances,  shall be deemed to
         be or  construed  as a  further  or  continuing  waiver  of  any  other
         condition or of any breach of any such condition of breach or waiver of
         any other condition or of any breach of any other term, representation,
         warranty or covenant under this Agreement.

9.6      Expenses.  The parties will each bear their own legal,  accounting  and
         other costs in connection with the  transactions  contemplated  hereby,
         including taxes, if any, which are imposed upon a party attributable to
         its  activities  hereunder,  except  as  otherwise  specified  in  this
         Agreement.

9.7      Captions;   Counterparts.  The  captions  in  this  Agreement  are  for
         convenience  only and shall not be  considered  a part of or affect the
         construction or interpretation of any provision of this Agreement. This
         Agreement  may be executed in two or more  counterparts,  each of which
         shall be an original,  but all of which together  shall  constitute one
         and the same instrument.

9.8      Governing  Law. This  Agreement  shall be governed by and construed and
         interpreted  in  accordance  with the internal laws of the State of New
         York, without regard to principles of conflict of laws.

9.9      Severability.  If any provision of this Agreement or portion thereof is
         held invalid,  illegal,  void or unenforceable by reason of any rule of
         law,  administrative  or  judicial  provision  or public  policy,  such
         provision  shall be ineffective  only to the extent  invalid,  illegal,
         void or  unenforceable,  and the  remainder of such  provision  and all
         other  provisions of this Agreement shall  nevertheless  remain in full
         force and effect.






<PAGE>


         IN WITNESS WHEREOF,  Seller and Purchaser have caused this Agreement to
be duly executed as of the date first above written.



         GE CAPITAL CONSUMER CARD CO., Seller


         By:      /s/  Laurie Malone
         Title:   Senior Vice President


         DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL ASSOCIATION, Purchaser



         By:      /s/  Jean C. Benson
         Title:   CFO & Controller