OWNER TRUST AGREEMENT, dated as of  July 30, 1998,
between METRIS RECEIVABLES, INC., a Delaware corporation, as the
depositor with respect to the Owner Trust referred to below (in
such capacity, and together with any successor in interest as
provided in Section 9.2, the "Depositor"), and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as owner trustee (the
"Owner Trustee").

          The Depositor and the Owner Trustee hereby agree as
follows:

                    1    ARTICLE DEFINITIONS

(a)            SECTION   Definitions .    Unless otherwise
defined herein, capitalized terms used herein shall have the
meanings given to them in the Amended and Restated Pooling and
Servicing Agreement, dated as of July 30, 1998, among Metris
Receivables, Inc. ("MRI"), as Transferor, Direct Merchants Credit
Card Bank, National Association ("DMCCB"), as Servicer, and The
Bank of New York (Delaware), as trustee (the "Trustee"), as
amended and supplemented by the Series 1998-1 Supplement, dated
as of July 30, 1998 (as the same may from time to time be
amended, supplemented or otherwise modified, the "Series 1998-1
Supplement"), among MRI, as Transferor, DMCCB, as Servicer, and
the Trustee.
(b)
(c)              As used herein, the following terms shall have
the following meanings:
(d)
          "Accrual Period" shall mean each Monthly Period.

          "Administration Agreement" shall mean the
     Administration Agreement, dated as of July 30, 1998, between
     the Owner Trust and Metris Companies Inc., as Administrator,
     as amended from time to time.

          "Administrative Agent" shall have the meaning assigned
     to such term in the Liquidity Agreement.

          "Administrator" shall mean Metris Companies Inc. in its
     capacity as Administrator under the Administration
     Agreement, or any duly appointed successor thereto.

          "Agreement" shall mean this Owner Trust Agreement, as
     the same may be amended, supplemented or otherwise modified
     from time to time.

          "Authorized Officer" shall mean, when used with respect
     to the Owner Trustee, any officer within the Administration
     Department in the Corporate Trust Office of the Owner
     Trustee including any Vice President, Assistant Vice
     President, Secretary, Assistant Secretary, Financial
     Services Officer or any other officer of the Trustee
     customarily performing functions similar to those performed
     by any of the above designated officers and also, with
     respect to a particular matter, any other officer to whom
     such matter is referred because of such officer's knowledge
     of and familiarity with the particular subject; and shall mean when used 
     with respect to any other Person, any officer including without
     limitation any Vice President or Assistant Vice President.
     
          "Basic Documents" shall have the meaning assigned
     thereto in the Liquidity Agreement.

          "Business Trust Statute" shall mean Chapter 38 of Title
     12 of the Delaware Code, 12 Del. Code  3801 et seq., as the
     same may be amended from time to time.

          "Certificate of Trust" shall mean the organizational
     certificate of the Owner Trust, in the form attached hereto
     as Exhibit B, filed with the Secretary of State of Delaware
     pursuant to 3810 of the Business Trust Statute, as the same
     may be amended, supplemented or otherwise modified from time
     to time.

          "Class A Security" shall mean the Series 1998-1 Class A
     Security.

          "Code" shall mean the Internal Revenue Code of 1986, as
     the same may be amended from time to time.

          "Collateral Trust Agreement" shall mean the Collateral
     Trust Agreement, dated as of July 30, 1998, between the
     Owner Trust and U.S. Bank Trust, National Association, as
     Collateral Trustee, as amended from time to time.

          "Collateral Trustee" shall mean U.S. Bank Trust,
     National Association, not in its individual capacity but
     solely as Collateral Trustee under the Collateral Trust
     Agreement.

          "Commercial Paper Notes" shall mean any note issued by
     the Owner Trust pursuant to the Depositary Agreement.

          "Commitment" shall have the meaning assigned to such
     term in the Liquidity Agreement.

          "Corporate Trust Office" shall mean the principal
     office at which at any particular time the corporate trust
     business of the Owner Trustee is administered, which office
     at the date hereof is located at Rodney Square North, 1100
     North Market Street, Wilmington, Delaware 19890-0001, Attn:
     Corporate Trust Administration.

          "Depositary" shall mean U.S. Bank Trust, National
     Association, not in its individual capacity, but as
     Depositary under the Depositary Agreement, and its
     successors and assigns in such capacity.

          "Depositary Agreement" shall mean the Depositary
     Agreement, dated as of
July 30, 1998, between the Owner Trust and the Depositary as the
same may from time to time be amended, supplemented or otherwise
modified.
          "Distribution Date" shall mean September 21, 1998 and
     the twentieth day of each month thereafter, or if such day
     is not a Business Day, the next succeeding Business Day.

          "Eligible Deposit Account" shall have the meaning set
     forth in Section 1 of the Collateral Trust Agreement.

          "Expenses" shall have the meaning set forth in Section
     7.9.

          "Facility Documents" shall have the meaning given to
     such term in the Liquidity Agreement.

          "Fee Letter" shall mean the fee letter, dated as of
     July 30, 1998, between the Depositor and the Owner Trustee.

          "Governmental Authority" shall mean the United States
     of America, any state or other political subdivision thereof
     and any entity exercising executive, legislative, judicial,
     regulatory or administrative functions of or pertaining to
     government.

          "Insolvency Event" shall mean, with respect to a
     specified Person: (i) the entry of a decree or order by a
     court, agency or supervisory authority having jurisdiction
     in the premises for the appointment of a conservator,
     receiver or liquidator for such Person, in any insolvency,
     readjustment of debt, marshalling of assets and liabilities
     or similar proceedings, or for the winding-up or liquidation
     of such Person's affairs, and the continuance of any such
     decree or order unstayed and in effect for a period of 90
     consecutive days; (ii) the consent by such Person to the
     appointment of a conservator, receiver or liquidator in any
     insolvency, readjustment of debt, marshalling of assets and
     liabilities or similar proceedings of or relating to such
     Person or of or relating to substantially all of such
     Persons's property; or (iii) the admission in writing by
     such Person of its inability to pay its debts generally as
     they become due, or the filing by such Person of a petition
     to take advantage of any applicable insolvency or
     reorganization statute, make an assignment for the benefit
     of its creditors or voluntarily suspend payment of its
     obligations.

          "Interest Subaccount" shall have the meaning set forth
     in Section 1 of the Collateral Trust Agreement.

          "Lender" shall have the meaning assigned to such term
     in the Liquidity Agreement.

          "Liquidity Agreement" shall mean the 364-Day Liquidity
     Agreement or the 3-Year Liquidity Agreement, collectively or
     individually, as the context requires, each dated as of July
     30, 1998, among the Owner Trust, as Borrower, the several
     lenders party thereto, and the Chase Manhattan Bank, as
     administrative agent, as the same may from time to time be
     amended, supplemented or otherwise modified.
          "Loans" shall have the meaning assigned to such term in
     the Liquidity Agreement.

          "Majority Lenders" shall have the meaning assigned to
     such term in the Liquidity Agreement.

          "MRI Note" shall mean a demand note from Metris
     Companies Inc. to Metris Receivables, Inc. in the amount of
     $33,000,000.

          "Obligations" shall have the meaning set forth in
     Section 1 of the Collateral Trust Agreement.

          "Owner Trust" shall mean the trust established herein
     pursuant to Sections 2.5 and 2.6.

          "Owner Trust Certificate" shall mean a certificate
     executed by the Owner Trustee, substantially in the form of
     Exhibit A hereto.

          "Owner Trust Certificateholder" or "Holder" shall mean
     a Person in whose name an Owner Trust Certificate is
     registered pursuant to the terms hereof.

          "Owner Trust Estate"  shall mean all right, title and
     interest of the Owner Trust in the Class A Security, all
     funds on deposit from time to time in the Collateral Account
     (as defined in the Collateral Trust Agreement) and all other
     property of the Owner Trust from time to time, including any
     rights of the Owner Trustee and the Owner Trust pursuant to
     the Facility Documents, and all proceeds of the foregoing,
     all subject to the rights of the Secured Parties (as defined
     in the Collateral Trust Agreement).

          "Principal Subaccount" shall have the meaning set forth
     in Section 1 of the Collateral Trust Agreement.

          "Program Documents" shall have the meaning given to
     such term in the Liquidity Agreement.

          "Rating Agencies" shall mean Standard and Poor's, a
     Division of The McGraw-Hill Companies and Moody's Investors
     Service, Inc.

          "Record Date" shall mean the fifth Business Day
     preceding each Distribution Date.

          "Series 1998-1 Class A Security" shall mean the
     Variable Funding Security, Series 1998-1, Class A, Security
     No. 1, issued pursuant to the Series 1998-1 Supplement.

          "Taxes" shall have the meaning set forth in Section
     2.11.

1.1            SECTION   Other Definitional Provisions .  All
references herein to "the Agreement" or "this Agreement" are to
this Owner Trust Agreement, and all references herein to
Articles, Sections and Exhibits are to Articles, Sections, and
Exhibits of this Agreement unless otherwise specified.
1.2

                    1    ARTICLE ORGANIZATION

1.1            SECTION   Name .  The Owner Trust created hereby
shall be known as "Metris Owner Trust", in which name the Owner
Trustee may conduct the business of the Owner Trust, make and
execute contracts and other instruments on behalf of the Owner
Trust and sue and be sued on behalf of the Owner Trust, subject
in each case to the rights of the Owner Trust Certificateholder
pursuant to Section 7.4 to direct the actions of the Owner
Trustee.

1.1            SECTION   Office .  The office of the Owner Trust
shall be in care of the Owner Trustee at the Corporate Trust
Office or at such other address in Delaware as the Owner Trustee
may designate by written notice to the Owner Trust
Certificateholder.
1.2
1.3            SECTION   Purposes and Powers .  The purpose of
the Owner Trust is to engage in the following activities:
1.4
     (a)         to acquire and hold the Class A Security and certain
     related property pursuant to the Series 1998-1 Supplement and to
     increase and decrease the Series 1998-1 Class A Invested Amount
     thereunder;

     (a)         to issue the Owner Trust Certificate in the aggregate
     principal amount of $1,000,000 to the Owner Trust
     Certificateholder.

     (a)         to issue and sell from time to time Commercial Paper
     Notes and to borrow from time to time funds under the Liquidity
     Agreement, in each case the proceeds of which shall be used to
     increase the Series 1998-1 Class A Invested Amount (as defined in
     the Liquidity Agreement), as the case may be, or to repay
     maturing Commercial Paper or Loans or to make any other payments
     contemplated by the Liquidity Agreement or any other Program
     Document to be made by the Owner Trust;

     (a)         to make payments on the Commercial Paper Notes and
     the outstanding Loans (including any other amounts owing by the
     Owner Trust to any Lender under the Liquidity Agreement) and the
     Owner Trust Certificates and to pay the organizational, start-up
     and transactional expenses of the Owner Trust;

     (a)         to assign, grant, transfer, pledge, mortgage and
     convey the Owner Trust Estate pursuant to the terms of the
     Collateral Trust Agreement and the Depositary Agreement;

     (a)         to enter into and perform its obligations under the
     Program Documents to which it is to be a party;
(b)
     (a)         to engage in those activities, including entering into
     agreements, that are necessary, suitable or convenient to
     accomplish the foregoing or are incidental thereto or connected
     therewith; and

     (a)         subject to compliance with the Program Documents, to
     engage in such other activities as may be required in connection
     with conservation of the Owner Trust Estate and the making of
     distributions to the Lenders and the holders of the Commercial
     Paper Notes.

The Owner Trust shall not engage in any activity other than in
connection with the foregoing or other than as required or
authorized by the terms of this Agreement and the Program
Documents.

1.1            SECTION   Appointment of Owner Trustee .  The
Depositor hereby appoints the Owner Trustee as trustee of the
Owner Trust, effective as of the date hereof, to have all the
rights, powers and duties set forth herein.
1.2
1.3            SECTION   Initial Capital Contribution of Owner
Trust Estate.  The Depositor hereby sells, assigns, transfers,
conveys and sets over to the Owner Trustee the sum of $1,000,000.
The Owner Trustee hereby acknowledges receipt in trust from the
Depositor, as of the date hereof, of the foregoing contribution,
which shall constitute the initial Owner Trust Estate.  The
Depositor shall pay organizational expenses of the Owner Trust as
they may arise or, upon the request of the Owner Trustee, shall
promptly reimburse the Owner Trustee for any such expenses paid by
the Owner Trustee.
1.4
1.5            SECTION   Organization of the Trust .  It is the
intention of the parties hereto that the Owner Trust shall
constitute a business trust under the Business Trust Statute and
that this Agreement shall constitute the governing instrument of
such business trust.  Effective as of the date hereof, the Owner
Trustee shall have all rights, powers and duties set forth herein
and in the Business Trust Statute with respect to accomplishing
the purposes of the Owner Trust.  The Owner Trustee agrees to file
the certificate required under  3810 et seq. of the Business
Trust Statute in connection with the formation of the Owner Trust
as a business trust under the Business Trust Statute.
1.6
(a)            SECTION   Liability of the Depositor.    The
Depositor shall be liable, directly to the injured party, for the
acts, omissions, obligations and expenses of the Owner Trust
(including Expenses), to the full extent not paid out of the
assets of the Owner Trust, including, but not limited to, to the
extent the Depositor would be so liable if the Owner Trust were a
partnership under the Delaware Revised Uniform Limited Partnership
Act and the Depositor were a general partner of such partnership;
provided, however, that in no event shall the Depositor be liable
for (i) the obligations of the Owner Trust to make payments
(whether for principal, interest, increased cost or expense
reimbursement, Monthly Capital Amounts, Monthly R.O.E. Amounts,
indemnity or otherwise) with respect to the Commercial Paper Notes
or the Loans or (ii) any losses, claims, damages, liabilities and
expenses arising out of the imposition by any taxing authority of
any federal, state or local income or franchise taxes, or any
other taxes imposed on or measured by gross or net income, gross
or net receipts, capital, net worth and similar items (including
any interest, penalties or additions with respect thereto) upon
the Lenders, the Depositary and the holders of Commercial Paper
Notes (including any liabilities, costs or expenses with respect
thereto) except under Section 2.4 of the Class A Purchase
Agreement to the extent that funds remain available to the
Depositor under the MRI Note.
(b)
1.7            SECTION   Title to Trust Property .  Legal title to
all the Owner Trust Estate shall be vested at all times in the
Owner Trust as a separate legal entity except where applicable law
in any jurisdiction requires title to any part of the Owner Trust
Estate to be vested in a trustee or trustees, in which case title
shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be, appointed pursuant
to Section 7.12.
1.8
1.9            SECTION   Situs of Trust .  The Owner Trust shall
be located and administered in the State of Delaware.  All bank
accounts maintained by the Owner Trustee on behalf of the Owner
Trust shall be located in the State of Delaware.  The Owner Trust
shall not have any employees in any state other than Delaware;
provided, however, that nothing herein shall restrict or prohibit
the Owner Trustee from having employees within or without the
State of Delaware.  Payments shall be received and made by the
Owner Trust only in Delaware.  The only office of the Owner Trust
shall be the Corporate Trust Office in Delaware.
1.10
1.11           SECTION   Representations and Warranties of the
Depositor .  The Depositor hereby represents and warrants to the
Owner Trustee that:
1.12
     (a)         The Depositor has been duly organized and is validly
     existing as a corporation in good standing under the laws of the
     State of Delaware, with power and authority to own its properties
     and to conduct its business as such properties are presently owned
     and such business is presently conducted.

     (a)         The Depositor is duly qualified to do business as a
     foreign corporation in good standing, and has obtained all
     necessary licenses and approvals in all jurisdictions in which the
     ownership or lease of property or the conduct of its business
     requires such qualification, except to the extent that the failure
     to be so qualified, or to obtain such license or approval would
     not, in the aggregate, have a material adverse effect on (i) the
     business, operations, property or condition (financial or
     otherwise) of the Depositor or (ii) the ability of the Depositor
     to perform its obligations under this Agreement.

     (a)         The Depositor has the corporate power and authority to
     execute and deliver this Agreement and to carry out its terms; and
     the execution, delivery and performance of this Agreement have
     been duly authorized by the Depositor by all necessary corporate
     action.

(a)              The execution and delivery of this Agreement, the
     consummation of the transactions contemplated by this Agreement
     and the fulfillment of the terms of this Agreement do not result
     in any breach of any of the material terms and provisions of, or
     constitute (with or without notice or lapse of time or both) a
     material default under, the certificate of incorporation or by-
     laws of the Depositor, or any indenture, agreement or other
     instrument to which the Depositor is a party or by which it or any
     of its property is bound, or result in the creation or imposition
     of any Lien upon any of its properties pursuant to the terms of
     any such indenture, agreement or other instrument (other than
     pursuant to the Facility Documents), or violate any law or, to the
     best of the Depositor's knowledge after due inquiry, any order,
     rule or regulation applicable to the Depositor of any court or
     Governmental Authority having jurisdiction over the Depositor or
     any of its properties.

     (a)         All approvals, authorizations, consents, orders or
     other actions of any Governmental Authority required in connection
     with the execution and delivery of this Agreement, of the
     transactions contemplated by this Agreement and the fulfillment of
     the terms hereof, have been obtained.

     (a)         This Agreement has been duly executed and delivered by
     the Depositor and constitutes the legal, valid and binding
     obligation of the Depositor, enforceable against the Depositor in
     accordance with its terms, except (A) as such enforceability may
     be limited by applicable bankruptcy, insolvency, reorganization,
     moratorium or other similar laws now or hereafter in effect,
     affecting the enforcement of creditors' rights in general, and (B)
     as such enforceability may be limited by general principles of
     equity (whether considered in a suit at law or in equity).

(a)            SECTION   Tax Treatment .    Each of the Depositor
and the Owner Trustee, by entering into this Agreement agrees that
it will file its own federal, state and local income, franchise
and other tax returns in a manner that is consistent with the
treatment of the Owner Trust as a partnership.  The parties agree
that, unless otherwise required by a final decision (i.e., one
from which no appeal can be taken or with respect to which the
time for appeal has expired) of the appropriate taxing authorities
or court of competent jurisdiction, the Depositor shall file or
cause to be filed annual or other necessary returns, reports and
other forms consistent with the characterization of the Owner
Trust as a partnership for such tax purposes.
(b)
(c)              The Depositor shall sign on behalf of the Owner
Trust any and all tax returns of the Owner Trust.  To the extent
one may be required, the Depositor shall be the "tax matters
partner" of the Owner Trust pursuant to the Code.
(d)
(e)             The agreements in this Section 2.11 shall survive
the termination of this Agreement and the payment of all amounts
payable hereunder.
(f)
(g)
             2    ARTICLE THE OWNER TRUST CERTIFICATE

     SECTION 3.1          Initial Ownership.   Upon the formation
of the Owner Trust by the contribution pursuant to Section 2.5,
the Depositor shall be the sole beneficial owner of the Owner
Trust.

     SECTION 3.2          Form of Owner Trust Certificates.  The
Owner Trust Certificate shall be issued in registered form in
substantially the form attached hereto as Exhibit A.  The Owner
Trust Certificate shall be executed on behalf of the Owner Trust
by manual or facsimile signature of an authorized officer of the
Owner Trustee.  The Owner Trust Certificate bearing the manual or
facsimile signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on
behalf of the Owner Trust, shall, when duly authenticated pursuant
to Section 3.3, be validly issued and entitled to the benefits of
this Agreement, notwithstanding that such individuals or any of
them shall have ceased to be so authorized prior to the
authentication and delivery of the Owner Trust Certificate or did
not hold such offices at the date of authentication and delivery
of the Owner Trust Certificate.

     SECTION 3.3         Authentication of Owner Trust
Certificate.   Concurrently with the initial Contribution pursuant
to Section 2.5, the Owner Trustee shall cause a single Owner Trust
Certificate to be executed on behalf of the Owner Trust,
authenticated and delivered to or upon the written order of the
Depositor, signed by any Vice President or more senior officer of
the Depositor, without further corporate action by the Depositor.
The Owner Trust Certificate shall not entitle its holder to any
benefit under this Agreement, or be valid for any purpose, unless
there shall appear on the Owner Trust Certificate a certificate of
authentication substantially in the form set forth in Exhibit A,
executed by the Owner Trustee or the Owner Trustee's
authentication agent, by manual signature; such authentication
shall constitute conclusive evidence that the Owner Trust
Certificate shall have been duly authenticated and delivered
hereunder.  The Owner Trust Certificate shall be dated the date of
its authentication.

     SECTION 3.4         Restrictions on Transfer.   To the
fullest extent permitted by applicable law, the Owner Trust
Certificate (or any interest therein) may not be sold,
transferred, assigned, participated, pledged or otherwise disposed
of by the Depositor to any Person.

     SECTION 3.5         Mutilated, Destroyed, Lost or Stolen
Certificate.   If (a) the mutilated Owner Trust Certificate shall
be surrendered to the Owner Trustee, or if the Owner Trustee shall
receive evidence to its satisfaction of the destruction, loss or
theft of the Owner Trust Certificate and (b) there shall be
delivered to the Owner Trustee such security or indemnity as may
be required by it to save it harmless, then the Owner Trustee on
behalf of the Owner Trust shall execute and the Owner Trustee, or
the Owner Trustee's authenticating agent, shall authenticate and
deliver, in exchange for or lieu of the mutilated, destroyed, lost
or stolen, Owner Trust Certificate a new Owner Trust Certificate.
In connection with the issuance of any new Owner Trust Certificate
under this Section 3.5, the Owner Trustee may require the payment
of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith.  Any duplicate Owner
Trust Certificate issued pursuant to this Section 3.5 shall
constitute conclusive evidence of the ownership interest in the
Owner Trust, as if originally issued, whether or not the lost,
stolen or destroyed Owner Trust Certificate shall be found at any
time.


               1    ARTICLE ACTIONS BY OWNER TRUSTEE

1.1            SECTION   Prior Notice to Owner Trust
Certificateholder with Respect to Certain Matters .  The Owner
Trustee shall not take action with respect to the following
matters, unless (i) the Owner Trustee shall have notified the
Owner Trust Certificateholder in writing of the proposed action at
least ten (10) days before the taking of such action and (ii) any
consent to such action required by Section 7.7 or 7.9 of the
Liquidity Agreement shall have been duly obtained:

     (a)         the initiation of any action, claim or lawsuit by the
     Owner Trust and the compromise of any action, claim or lawsuit
     brought by or against the Owner Trust;

     (a)         the election by the Owner Trust to file an amendment
     to the Certificate of Trust;

     (a)         the amendment, change, modification or termination or
     waiver of any provision of the Collateral Trust Agreement, the
     Administration Agreement or any Basic Document, except to cure any
     ambiguity or to amend or supplement any provision in a manner that
     would not materially adversely affect the interests of the Owner
     Trust Certificateholder; or

     (a)         the appointment pursuant to (i) Section 11.8 of the
     Series 1998-1 Pooling and Servicing Agreement of a successor
     trustee, (ii)  the Collateral Trust Agreement of a successor
     Collateral Trustee or (iii) the Liquidity Agreement of a successor
     Administrative Agent or the consent to the assignment by the
     Series 1998-1 Trustee, the Collateral Trustee or the
     Administrative Agent of its obligations under the Series 1998-1
     Pooling and Servicing Agreement, the Collateral Trust Agreement or
     the Liquidity Agreement, respectively.

          Notwithstanding the foregoing, in no event shall the
Owner Trustee agree to, consent to or request any amendment,
change, modification or termination or waiver of any provision of
the Collateral Trust Agreement or any Basic Document pursuant to
this Section 4.1 that reduces in any manner the amount of, or
delays the timing of, collections of payments on the Class A
Security or releases a material portion of the Collateral without
the prior written consent of all Owner Trust Certificateholders.

1.1            SECTION   Action by Owner Trust Certificateholder
with Respect to Certain Matters .  The Owner Trustee shall not
have the power to (a) remove the Administrator under the
Administration Agreement without cause, (b) to appoint a successor
Administrator following an Administrator Termination Event
pursuant to Section 6(c) of the Administration Agreement or (c) to
vote to remove the Series 1998-1 Trustee pursuant to the Series
1998-1 Pooling and Servicing Agreement, except upon the written
direction of the Owner Trust Certificateholder.  The Owner Trustee
shall not have the power, except as provided in Section 9.2
hereof, to sell the Series 1998-1 Class A Security or any interest
therein, before or after the termination of the Collateral Trust
Agreement.  The Owner Trustee shall take the actions referred to
in the preceding sentence only if any consent to such action
required by Section 7.7(b) or (c) of the Liquidity Agreement shall
have been duly obtained.
1.2
1.3            Notwithstanding anything to the contrary herein, no
notices shall be given by the Owner Trustee with respect to a
Series 1998-1 Pay Out Event (as defined in the Series 1998-1
Supplement) unless the consents required pursuant to Section 4.3
of the Collateral Trust Agreement shall have been duly obtained.
1.4
1.5            SECTION   Action by Holders with Respect to
Bankruptcy .  The Owner Trustee shall not have the power to
commence a voluntary proceeding in bankruptcy relating to the
Owner Trust without the prior written consent of each Holder
(including the Depositor).
1.6
1.7            SECTION 4.4  Restrictions on Owner Trust
Certificateholder's Power.   The Owner Trust Certificateholders
shall not direct the Owner Trustee to take or refrain from taking
any action if such action or inaction would be contrary to any
obligation of the Owner Trust or the Owner Trustee under this
Agreement, including Section 2.3, or any of the Facility
Documents, nor shall the Owner Trustee be obligated to follow any
such direction, if given.
1.8
1.9
                      2    ARTICLE [Reserved]


                      I.   ARTICLE [Reserved]


I.        ARTICLE THE OWNER TRUSTEE

1.             SECTION   Duties of Owner Trustee .    The Owner
Trustee undertakes to perform such duties, and only such duties,
as are specifically set forth in this Agreement, including the
administration of the Owner Trust, subject to the Facility
Documents and in accordance with the provisions of this Agreement
and no implied duties or obligations shall be read into this
Agreement.

1.               Pursuant to and in accordance with Section
3806(b)(7) of the Business Trust Statute, the Administrator shall
be responsible for performing and aiding in the performance of
various financial, statistical, accounting and other services for
the Owner Trust.  The Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the
Facility Documents to the extent the Administrator has agreed in
the Administration Agreement to perform any act or to discharge
any duty of the Owner Trustee hereunder.  The Owner Trustee shall
have no duty to supervise the performance by the Administrator of
its obligations under the Administration Agreement and the Owner
Trustee shall not be liable for the default or failure of the
Administrator to carry out its obligations under the
Administration Agreement.
2.
3.               In the absence of bad faith on its part, the
Owner Trustee may conclusively rely upon certificates or opinions
furnished to the Owner Trustee and conforming to the requirements
of this Agreement in determining the truth of the statements and
the correctness of the opinions contained therein; provided,
however, that the Owner Trustee shall have examined such
certificates or opinions so as to determine compliance of the same
with the requirements of this Agreement.
4.
5.               Subject to Sections 7.1(a) and 7.1(b), the Owner
Trustee may not be relieved from liability for its own grossly
negligent action, its own grossly negligent failure to act or its
own willful misconduct (or its ordinary negligence with respect to
the handling and disbursement of funds), except that:
6.
a)                  the Owner Trustee shall not be liable for any
     error of judgment made in good faith by an Authorized Officer
     unless it is proved that the Owner Trustee was grossly negligent
     in ascertaining the pertinent facts;

a)                  the Owner Trustee shall not be liable with
     respect to any action it takes or omits to take in good faith in
     accordance with a direction received by it hereunder or pursuant
     to any Facility Document; and

1.                The Owner Trustee shall not take any action that
(i) is inconsistent with the purposes of the Owner Trust set forth
in Section 2.3 or (ii) would, to the actual knowledge of an
Authorized Officer of the Owner Trustee, result in the Owner
Trust's becoming taxable as an association taxable as a
corporation. The Owner Trust Certificateholder shall not direct
the Owner Trustee to take action that would violate the provisions
of this Section 7.1(f) and if so directed, the Owner Trustee shall
not be required to follow such direction.
2.
B.             SECTION   Rights of Owner Trustee .  The Owner
Trustee is hereby authorized and directed to execute and deliver,
on behalf of the Owner Trust, the Program  Documents and each
document attached as an exhibit to or contemplated by the Program
Documents to which the Owner Trust is to be a party, in such form
as the Depositor shall approve as evidenced conclusively by the
Owner Trustee's execution thereof.  In addition to the foregoing,
the Owner Trustee is authorized, but shall not be obligated, to
take all actions required of the Owner Trust pursuant to the
Program Documents.  The Owner Trustee is further authorized from
time to time to take such action as the Administrator recommends
with respect to any of the Facility Documents, provided such
action is not otherwise prohibited herein.
C.
D.              SECTION   Acceptance of Trusts and Duties .
Except as otherwise provided in this Article VII, in accepting the
trust hereby created, Wilmington Trust Company acts solely as
Owner Trustee hereunder and not in its individual capacity and all
Persons having any claim against the Owner Trustee by reason of
the transactions contemplated by this Agreement or any Facility
Document shall look only to the Owner Trust Estate for payment or
satisfaction thereof.  The Owner Trustee accepts the trust hereby
created and agrees to perform its duties hereunder with respect to
such trust but only upon the terms of this Agreement.  The Owner
Trustee also agrees to disburse all moneys actually received by it
constituting part of the Owner Trust Estate upon the terms of this
Agreement and the Facility Documents.  The Owner Trustee shall not
be liable or accountable hereunder or under any Facility Document
under any circumstances, except for (i) its own grossly negligent
action, its own grossly negligent failure to act or its own
willful misconduct (or its ordinary negligence with respect to the
handling and disbursement of funds) or (ii) the inaccuracy of any
representation or warranty in Section 7.6 expressly made by the
Owner Trustee.  In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):
E.
     1.          the Owner Trustee shall at no time have any
     responsibility or liability for or with respect to the legality
     and validity of the Facility Documents (other than the due
     execution and delivery of any Facility Documents to which the
     Owner Trust is a party), or the perfection and priority of any
     security interest created in the Owner Trust Estate (or any
     portion thereof) or the maintenance of any such perfection and
     priority, or for or with respect to the sufficiency of the Owner
     Trust Estate under this Agreement, the Lenders under the Liquidity
     Agreement or the holders of the Commercial Paper Notes under the
     Depositary Agreement, including, without limitation:  the
     existence, condition and ownership of the Series 1998-1 Class A
     Security or the Owner Trust Estate; the validity of the assignment
     of the Series 1998-1 Class A Security to the Owner Trust or of any
     intervening assignment; the compliance by the Depositor or the
     Administrator with any representation or warranty made under any
     Basic Document or in any related document or the accuracy of any
     such representation or warranty or any action of the
     Administrator, the Depositor, or any other Person taken in the
     name of the Owner Trustee;

     1.          the Owner Trustee shall not be liable with respect to
     any action taken or omitted to be taken by it in accordance with
     the instructions of the Administrator or the Depositor in
     accordance with the Facility Documents;

     1.          no provision of this Agreement or any Facility
     Document shall require the Owner Trustee to expend or risk funds
     or otherwise incur any financial liability in the performance of
     any of its rights or powers hereunder or thereunder, if the Owner
     Trustee shall have reasonable grounds for believing that repayment
     of such funds or adequate indemnity against such risk or liability
     is not reasonably assured or provided to it;

     1.          under no circumstances shall the Owner Trustee be
     liable for indebtedness evidenced by or other obligations of the
     Owner Trust arising under any of the Facility Documents,
     including, without limitation, the principal of and interest on
     the outstanding Loans or the Commercial Paper Notes;

     1.          the Owner Trustee shall not be responsible for or in
     respect of and makes no representation as to the validity or
     sufficiency of any provision of this Agreement or for the due
     execution hereof by the Depositor or for the form, character,
     genuineness, sufficiency, value or validity of either the Owner
     Trust or the Owner Trust Estate, and the Owner Trustee shall in no
     event assume or incur any liability, duty or obligation to the
     Lenders, any holder of Commercial Paper Notes or the Owner Trust
     Certificate, other than as expressly provided for herein;

     1.          the Owner Trustee shall not be liable for the default
     or misconduct of the Administrator or the Depositor under any of
     the Facility Documents, the Owner Trust Documents or otherwise,
     and the Owner Trustee shall have no obligation or liability to
     perform the obligations of the Owner Trust under this Agreement or
     the Facility Documents that are required to be performed by the
     Administrator under the Administration Agreement or to perform the
     obligations of the Depositor hereunder; and

     1.          the Owner Trustee shall be under no obligation to
     exercise any of the rights or powers vested in it by this
     Agreement, or to institute, conduct or defend any litigation under
     this Agreement or any Facility Document in relation to this
     Agreement, any Facility Document, at the request, order or
     direction of any of the Owner Trust Certificateholder, unless the
     Owner Trust Certificateholder have offered to the Owner Trustee
     security or indemnity satisfactory to it against the costs,
     expenses and liabilities that may be incurred by the Owner Trustee
     (including, without limitation, the reasonable fees and expenses
     of its counsel) therein or thereby.  The right of the Owner
     Trustee to perform any discretionary act enumerated in this
     Agreement or any Facility Document shall not be construed as a
     duty, and the Owner Trustee shall only be answerable for its gross
     negligence or willful misconduct (or its ordinary negligence with
     respect to the handling and disbursement of funds) in the
     performance of any such act.

1.             SECTION   Action upon Instruction by Owner Trust
Certificateholder .    Subject to Article IV and Section 7.1(f),
the Owner Trust Certificateholder may by written instruction
direct the Owner Trustee in the management of the Owner Trust.
Such direction may be exercised at any time by written instruction
of the Owner Trust Certificateholder.
2.
3.               Notwithstanding the foregoing, the Owner Trustee
shall not be required to take any action hereunder, under any
Facility Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such
action is likely to result in liability on the part of the Owner
Trustee or is contrary to the terms hereof or thereof or is
otherwise contrary to law.
4.
5.               Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the
terms of this Agreement or any Facility Document, or is unsure as
to the application, intent, interpretation or meaning of any
provision hereof or thereof, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the
circumstances) to the Owner Trust Certificateholder, requesting
instruction as to the course of action to be adopted, and, to the
extent the Owner Trustee acts in good faith in accordance with any
such instruction received, the Owner Trustee shall not be liable
on account of such action to any Person.  If the Owner Trustee
shall not have received appropriate instructions within ten days
of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to,
take or refrain from taking such action which is consistent, in
its view, with this Agreement and the Facility Documents, and as
it shall deem to be in the best interests of the Owner Trust
Certificateholder, and the Owner Trustee shall have no liability
to any Person for any such action or inaction.
6.
7.             (d)  The Owner Trustee shall not take or consent to
any action referred to in this Section 7.4 without having first
obtained the required consents, if any, specified in Sections 7.7
and 10.1 of the Liquidity Agreement.
8.
9.             SECTION   Furnishing of Documents; Notices .   The
Owner Trustee shall furnish to the Owner Trust Certificateholder,
promptly upon written request therefor, duplicates or copies of
all reports, notices, requests, demands, certificates, financial
statements and any other instruments furnished to the Owner
Trustee under the Facility Documents.
10.
11.              Upon receipt by the Owner Trustee of notice
pursuant to any Facility Document of the occurrence of (i) a
Series 1998-1 Pay Out Event or (ii) any Default or Event of
Default under the Liquidity Agreement, the Owner Trustee shall
promptly forward such notice to the Owner Trust Certificateholder.
12.
B.             SECTION   Representations and Warranties of Owner
Trustee .  The Owner Trustee hereby represents and warrants to the
Depositor, for the benefit of the Owner Trust Certificateholder,
that:
C.
     1.          It is a banking corporation duly organized, validly
     existing and in good standing under the laws of the state of
     Delaware.

     1.          It has full power, authority and legal right to
     execute, deliver or perform this Agreement, and has taken all
     necessary action to authorize the execution, delivery and
     performance by it of this Agreement.

     1.          The execution, delivery and performance by it of this
     Agreement (i) shall not violate any federal or Delaware law
     governing the banking or trust powers of the Owner Trustee or any
     order, writ, judgment or decree of any court, arbitrator or
     Governmental Authority applicable to the Owner Trustee or any of
     its assets, (ii) shall not violate any provision of the corporate
     charter or by-laws of the Owner Trustee, or (iii) shall not
     violate any provision of, or constitute, with or without notice or
     lapse of time, a default under, or result in the creation or
     imposition of any Lien on any properties included in the Owner
     Trust pursuant to the provisions of any mortgage, indenture,
     contract, agreement or other undertaking to which it is a party,
     which violation, default or Lien could reasonably be expected to
     have a materially adverse effect on the Owner Trustee's
     performance or ability to perform its duties as Owner Trustee
     under this Agreement or on the transactions contemplated in this
     Agreement.

     1.          The execution, delivery and performance by the Owner
     Trustee of this Agreement shall not require the authorization,
     consent or approval of, the giving of notice to, the filing or
     registration with, or the taking of any other action in respect
     of, any Governmental Authority or agency regulating the banking
     and corporate trust activities of banks or trust companies in the
     jurisdiction in which the Owner Trust was formed.

     1.          This Agreement has been duly executed and delivered by
     the Owner Trustee and constitutes the legal, valid and binding
     agreement of the Owner Trustee, enforceable in accordance with its
     terms, except as enforceability may be limited by bankruptcy,
     insolvency, reorganization, or other similar laws affecting the
     enforcement of creditors' rights in general and by general
     principles of equity, regardless of whether such enforceability is
     considered in a proceeding in equity or at law.

1.             SECTION   Reliance; Advice of Counsel .    The
Owner Trustee shall incur no liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document or
paper believed by it to be genuine and believed by it to be signed
by the proper party or parties and need not investigate any fact
or matter pertaining to or in any such document.  The Owner
Trustee may accept a certified copy of a resolution of the board
of directors or other governing body of any corporate party as
conclusive evidence that such resolution has been duly adopted by
such body and that the same is in full force and effect.  As to
any fact or matter the method of the determination of which is not
specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or
any vice president or by the treasurer or other authorized
officers of the relevant party, as to such fact or matter, and
such certificate shall constitute full protection to the Owner
Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon.
2.
3.               In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations
under this Agreement or the Facility Documents, the Owner Trustee:
(i) may act directly or through its agents, attorneys, custodians
or nominees (including the granting of a power of attorney to
officers of the Administrator to execute and deliver any Facility
Document, Commercial Paper Note or other documents related thereto
on behalf of the Owner Trust) pursuant to agreements entered into
with any of them, and (ii) may consult with counsel, accountants
and other skilled professionals to be selected with reasonable
care by it.  The Owner Trustee shall not be liable for anything
done, suffered or omitted in good faith by it in accordance with
the opinion or advice of any such counsel, accountants or other
such Persons.
4.
B.             SECTION   Owner Trustee May Own Notes .  The Owner
Trustee in its individual or any other capacity may become a
Lender or the owner or pledgee of Commercial Paper Notes and may
deal with the Depositor, the Administrator and the Trust in
transactions in the same manner as it would have if it were not
the Owner Trustee.

A.             SECTION   Compensation and Indemnity .  The Owner
Trustee shall receive from the Depositor as compensation for its
services hereunder an annual fee as specified in the Fee Letter,
and the Owner Trustee shall be entitled to be reimbursed by the
Depositor for its other reasonable expenses incurred in connection
with this Agreement and the other Facility Documents, including
the reasonable compensation, expenses and disbursements of such
agents, custodians, nominees, representatives, experts and counsel
as the Owner Trustee may employ in connection with the exercise
and performance of its rights and its duties hereunder.  The
Depositor agrees, whether or not any of the transactions
contemplated hereby shall be consummated, to assume liability for,
and does hereby indemnify, protect, save and keep harmless the
Owner Trustee and its officers, directors, agents and servants,
from and against any and all liabilities, obligations, losses,
damages, penalties, taxes (excluding any taxes payable by the
Owner Trustee on or measured by any compensation received by the
Owner Trustee for its services hereunder) claims, actions, suits,
costs, expenses or disbursements (including legal fees and
expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may be imposed on, incurred by or asserted
against the Owner Trustee in any way relating to or arising out of
the formation, operation, or termination of the Trust, the
execution, delivery and performance of the Program Documents or
the action or inaction of the Owner Trustee hereunder or
thereunder, except for Expenses resulting from the willful
misconduct or gross negligence of the Owner Trustee.  The
indemnities contained herein shall survive the termination of this
Agreement or the Trust.  In addition the Owner Trustee shall be
entitled to indemnification from the Owner Trust Estate to the
extent set forth above and to secure the same the Owner Trustee
shall have a lien against the Owner Trust Estate which shall be
subject to the lien of the Collateral Trustee but prior to the
rights of the Depositor to receive payments from the Owner Trust
Estate.  To the extent that any payment pursuant to this Section
7.9 gives rise to a deduction for income tax purposes, such
deduction shall be allocated solely to the Depositor.

1.             SECTION   Replacement of Owner Trustee .    The
Owner Trustee may resign at any time and be discharged from the
trusts hereby created by giving 30 days' prior written notice
thereof to the Administrator, the Administrative Agent and the
Owner Trust Certificateholder.  For a period of 20 days following
such resignation the Owner Trust Certificateholder, with the
consent of the Majority Lenders, shall have the exclusive right to
appoint a successor Owner Trustee and thereafter, the
Administrator shall have such right.  The Administrator or the
Owner Trust Certificateholder shall remove the Owner Trustee if:
2.
a)                  the Owner Trustee shall cease to be eligible
     in accordance with the provisions of Section 7.13 and shall fail
     to resign after written request therefor by the Administrator;

a)                  the Owner Trustee shall be adjudged bankrupt
     or insolvent;

a)                  a receiver or other public officer shall be
     appointed or take charge or control of the Owner Trustee or of its
     property or affairs for the purpose of rehabilitation,
     conservation or liquidation; or

a)                  the Owner Trustee shall otherwise be incapable
     of acting.

1.               Upon the resignation or removal of the Owner
Trustee in accordance with paragraph (a) above, either the Owner
Trust Certificateholder, with the consent of the Majority Lenders,
or the Administrator, as provided in subsection (a) above, shall
appoint a successor Owner Trustee by delivering a written
instrument, in duplicate (one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy to
the successor Owner Trustee) and shall pay all fees owed to the
outgoing Owner Trustee.  If no successor Owner Trustee shall have
been appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning or removed
Owner Trustee may petition any court of competent jurisdiction for
the appointment of a successor Owner Trustee.
2.
3.               Any resignation or removal of the Owner Trustee
and appointment of a successor Owner Trustee pursuant to any of
the provisions of this Section 7.10 shall not become effective
until a written acceptance of appointment is delivered by the
successor Owner Trustee to the outgoing Owner Trustee and the
Administrator and all fees and expenses due to the outgoing Owner
Trustee are paid.  Any successor Owner Trustee appointed pursuant
to this Section 7.10 shall be eligible to act in such capacity in
accordance with Section 7.13 and, following compliance with the
preceding sentence, shall become fully vested with all of the
rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner
Trustee.  The Administrator shall provide notice of such
resignation or removal of the Owner Trustee to each of the Rating
Agencies, the Administrative Agent and the Owner Trust
Certificateholder .
4.
5.               The predecessor Owner Trustee shall upon payment
of its fees and expenses deliver to the successor Owner Trustee
all documents and statements and monies held by it under this
Agreement.  The Administrator and the predecessor Owner Trustee
shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly
vesting and confirming in the successor Owner Trustee all such
rights, powers, duties and obligations.
6.
7.               Upon acceptance of appointment by a successor
Owner Trustee pursuant to this Section 7.10, the Administrator
shall mail notice of the successor of such Owner Trustee to the
Owner Trust Certificateholder,  the Administrative Agent and the
Rating Agencies.
8.
9.               No Owner Trustee shall be personally liable for
any action or omission of any successor Owner Trustee.
10.
B.             SECTION   Merger or Consolidation of Owner Trustee
 .  Any corporation into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which
the Owner Trustee shall be a party, or any corporation succeeding
to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee
hereunder, provided such corporation shall be eligible pursuant to
Section 7.13, and without the execution or filing of any
instrument or any further act on the part of any of the parties
hereto; provided, however, that the Owner Trustee shall mail
notice of such merger or consolidation to the Administrator, the
Administrative Agent, the Rating Agencies and the Owner Trust
Certificateholder.
C.
1.             SECTION   Appointment of Co-Trustee or Separate
Trustee .    Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal
requirement of any jurisdiction in which any part of the Owner
Trust Estate may at the time be located, the Administrator and the
Owner Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee to act as co-trustee, jointly with
the Owner Trustee, or as separate trustee or trustees, of all or
any part of the Owner Trust Estate, and to vest in such Person, in
such capacity, such title to the Owner Trust, or any part thereof,
and, subject to the other provisions of this Section 7.12, such
powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or
desirable.  If the Administrator shall not have joined in such
appointment within 15 days after the receipt by it of a request so
to do, the Owner Trustee alone shall have the power to make such
appointment.  No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a
successor trustee pursuant to Section 7.13 and no notice of the
appointment of any co-trustee or separate trustee shall be
required pursuant to Section 7.10.
2.
3.               Each separate trustee and co-trustee shall, to
the extent permitted by law, be appointed and act subject to the
following provisions and conditions:
4.
a)                  all rights, powers, duties and obligations
     conferred or imposed upon the Owner Trustee shall be conferred
     upon and exercised or performed by the Owner Trustee and such
     separate trustee or co-trustee jointly (it being understood that
     such separate trustee or co-trustee is not authorized to act
     separately without the Owner Trustee joining in such act), except
     to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed, the Owner Trustee
     shall be incompetent or unqualified to perform such act or acts,
     in which event such rights, powers, duties and obligations
     (including the holding of title to the Owner Trust Estate or any
     portion thereof in any such jurisdiction) shall be exercised and
     performed singly by such separate trustee or co-trustee, but
     solely at the direction of the Owner Trustee;

a)                  no trustee under this Agreement shall be
     personally liable by reason of any act or omission of any other
     trustee under this Agreement; and

a)                  the Administrator and the Owner Trustee acting
     jointly may at any time accept the resignation of or remove any
     separate trustee or co-trustee.

1.               Any notice, request or other writing given to the
Owner Trustee shall be deemed to have been given to each of the
then separate trustees and co-trustees, as effectively as if given
to each of them.  Every instrument appointing any separate trustee
or co-trustee shall refer to this Agreement and the conditions of
this Article VII.  Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment,
either jointly with the Owner Trustee or separately, as may be
provided therein, subject to all of the provisions of this
Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of
or affording protection to the Owner Trustee.  Each such
instrument shall be filed with the Owner Trustee and a copy
thereof given to the Administrator.
2.
3.               Any separate trustee or co-trustee may at any
time appoint the Owner Trustee as its agent or attorney-in-fact
with full power and authority, to the extent not prohibited by
law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name.  If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Owner Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.
4.
5.             SECTION   Eligibility Requirements for Owner
Trustee .  The Owner Trustee shall at all times:    be a
corporation satisfying the provisions of Section 3807(a) of the
Business Trust Statute; (b) be authorized to exercise corporate
trust powers; (c) have a combined capital and surplus of at least
$50,000,000 and be subject to supervision or examination by
federal or state authorities and (d) be either Wilmington Trust
Company or be rated at least Baa3 by Moody's and its equivalent
rating by each other Rating Agency.  If such corporation shall
publish reports of condition at least annually, pursuant to law or
the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section 7.13, the combined
capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published.  If at any time the Owner
Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.13, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section
7.10.
6.
7.             SECTION 7.14  Enforcement of Facility Documents.
Subject to Section 4.1 hereof and at the direction of the
Administrator, the Owner Trustee may bring an action in the name
of the Owner Trust to protect, preserve and enforce the rights of
the Trust pursuant to any Facility Document to which the Trust is
a party.  All action taken pursuant to this Section 7.14 shall be
covered by the compensation and indemnity provision of Section 7.9
hereof.
8.
                      II.  ARTICLE [Reserved]


            I.   ARTICLE TERMINATION OF TRUST AGREEMENT

1.             SECTION   Termination of Trust Agreement .    This
Agreement and the Owner Trust shall terminate and be of no further
force or effect on the earlier of:  (i) the final distribution by
the Owner Trustee of all moneys or other property or proceeds of
the Owner Trust Estate in accordance with the terms of this
Agreement and the Facility Documents or (ii) at the time provided
in Section 9.2.  Any money or other property held as part of the
Owner Trust Estate following such distribution shall be
distributed to the Owner Trust Certificateholder.

1.               The bankruptcy, liquidation, dissolution,
termination, death or incapacity of the Owner Trust
Certificateholder Estate shall not (x) operate to terminate this
Agreement or the Owner Trust, or (y) entitle the Owner Trust
Certificateholder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a
partition or winding up of all or any part of the Owner Trust or
Owner Trust Estate or (z) otherwise affect the rights, obligations
and liabilities of the parties hereto.
2.
3.               Except as provided in Section 9.1(a) and (b), the
Depositor shall not be entitled to revoke or terminate the Owner
Trust.
4.
5.               Notice of any termination of the Owner Trust,
specifying the Distribution Date upon which the Owner Trust
Certificateholder shall surrender their Owner Trust Certificates
to the Owner Trustee for receipt of the final distribution thereon
and cancellation, shall be given by the Owner Trustee by a letter
to the Owner Trust Certificateholder mailed within five Business
days of receipt of notice of such termination from the
Administrator, given pursuant to Section 2.3(c)(iii) of the
Administration Agreement, stating: (i) the Distribution Date upon
or with respect to which final distribution in respect of the
Owner Trust Certificate shall be made upon presentation and
surrender of the Owner Trust Certificate at the office of the
Owner Trustee therein designated; (ii) the amount of any such
final distribution; and (iii) that the Record Date otherwise
applicable to such date is not applicable, distributions being
made only upon presentation and surrender of the Owner Trust
Certificate at the office of the Owner Trustee therein specified.
The Owner Trustee shall give such notice to the Owner Trust
Certificate Registrar (if other than the Owner Trustee) at the
time such notice is given to Owner Trust Certificateholder.  Upon
presentation and surrender of the Owner Trust Certificate, the
Owner Trust shall distribute to Owner Trust Certificateholders
amounts distribute on such Distribution Date pursuant to Article
V.
6.
7.               Upon the winding up of the Owner Trust and its
termination, the Owner Trustee shall cause the Certificate of
Trust to be cancelled by filing a certificate of cancellation with
the Secretary of State in accordance with the provisions of
Section 3810 of the Business Trust Statute and thereupon the Owner
Trust and this Agreement shall terminate.
8.
                      II.  ARTICLE AMENDMENTS

A.             SECTION   Amendments without consent of, Owner
Trust Certificateholder .  Subject to Sections 7.7 and 10.1 of the
Liquidity Agreement, this Agreement may be amended by the
Depositor and the Owner Trustee with prior notice to each of the
Rating Agencies, to (i) cure any ambiguity, (ii) correct or
supplement any provision in this Agreement that may be defective
or inconsistent with any other provision in this Agreement, (iii)
add to the covenants, restrictions or obligations of the Depositor
or the Owner Trustee, (iv) evidence and provide for the acceptance
of the appointment of a successor trustee with respect to the
Owner Trust Estate and add to or change any provisions as shall be
necessary to facilitate the administration of the trusts hereunder
by more than one trustee pursuant to Article VII and (v) add,
change or eliminate any other provision of this Agreement in any
manner that shall not, as evidenced by an opinion of counsel,
adversely affect in any material respect the interests of the
Secured Parties.  The Owner Trustee shall furnish notice to the
Rating Agencies of any amendment under this Section 10.1.

A.             SECTION   Amendments with consent of, Owner Trust
Certificateholder .  This Agreement may be amended by the Depos
itor and the Owner Trustee from time to time, upon (a) the prior
written consent of the Owner Trust Certificateholder and (b)
receipt by the Owner Trustee of any consent to such amendment
required by Sections 7.7 and 10.1 of the Liquidity Agreement, for
the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement.  The Owner
Trustee shall furnish notice to each of the Rating Agencies prior
to obtaining consent to any proposed amendment under this Section
10.2.
B.
C.             SECTION   Withdrawal or Downgrading of Rating .  No
amendment to any provision of this Agreement shall be made if such
amendment would result in the downgrading or withdrawal of the
rating assigned to the Commercial Paper Notes.
D.
1.               Promptly after the execution of any amendment to
the Certificate of Trust, the Owner Trustee shall cause the filing
of such amendment with the Secretary of State of Delaware.
2.
3.               Prior to the execution of any amendment to this
Agreement or the Certificate of Trust, the Owner Trustee shall be
entitled to receive and rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by
this Agreement.  The Owner Trustee may, but shall not be obligated
to, enter into any such amendment that affects the Owner Trustee's
own rights, duties or immunities under this Agreement or
otherwise.
4.
E.             SECTION   Amendments to Other Facility Documents .
The Owner Trustee hereby covenants and agrees not to amend or
waive or request any amendment or waiver of any provision of any
Facility Document unless any consent to such amendment or waiver
required by Section 7.7(b) or (c) of the Liquidity Agreement shall
have been duly obtained.
F.
G.
                    II.  ARTICLE MISCELLANEOUS

A.             SECTION   No Legal Title to Owner Trust Estate .
The Owner Trust Certificateholder shall not have legal title to
any part of the Owner Trust Estate.  The Owner Trust
Certificateholder shall be entitled to receive distributions with
respect to its undivided ownership interest therein only in
accordance with Article V.

A.             SECTION   Limitations on Rights of Others .  Except
as otherwise provided in Section 2.7, the provisions of this
Agreement are solely for the benefit of the Owner Trustee, the
Depositor, the Owner Trust Certificateholder and the
Administrator, and nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal
or equitable right, remedy or claim in the Owner Trust Estate or
under or in respect of this Agreement or any covenants, conditions
or provisions contained herein.
B.
1.             SECTION   Notices .    All demands, notices and
communications upon or to the Depositor, the Administrator, the
Owner Trustee or the Rating Agencies under this Agreement shall be
in writing, personally delivered, sent by electronic facsimile
(with hard copy to follow via first class mail) or mailed by
certified mail-return receipt requested, and shall be deemed to
have been duly given upon receipt (i) in the case of the
Depositor, at the following address:   600 South Highway 169,
Suite 1800, St. Louis Park, Minnesota  55426 (ii) in the case of
the Administrator, at the following address:  600 South Highway
169, Suite 1800, St. Louis Park, Minnesota  55426; (iii) in the
case of the Owner Trust or the Owner Trustee, to the Owner Trustee
at its Corporate Trust Office; (iv) in the case of Moody's
Investors Service, Inc., at the following address:  99 Church
Street, New York, New York 10007, Attn:  ABS Monitoring Department
and (v) in the case of S&P, at the following address:  Standard &
Poor's Ratings Group, Asset Backed Surveillance, 25 Broadway, New
York, New York 10004; or at such other address as shall be
designated by such Person in a written notice to the other parties
to this Agreement.
2.
C.             SECTION   Severability .  If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the
Owner Trust Certificate or the rights of the holders thereof.
D.
E.             SECTION   Counterparts .  This Agreement may be
executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all
such counterparts shall together constitute one and the same
instrument.
F.
G.             SECTION   Successors and Assigns .  All covenants
and agreements contained herein shall be binding upon, and inure
to the benefit of, the Depositor, the Owner Trustee and the Owner
Trust Certificateholder and their respective successors and
permitted assigns, all as herein provided.
H.
I.             SECTION   No Petition Covenant .  Notwithstanding
any prior termination of this Agreement, the Owner Trust (or the
Owner Trustee on behalf of the Owner Trust) shall not, prior to
the date which is one year and one day (i) after the payment in
full of the invested amounts of all Series, acquiesce, petition or
otherwise invoke or cause the Depositor or the Metris Master Trust
to invoke the process of any court or governmental authority for
the purpose of commencing (or sustaining) a case against the
Depositor or the Metris Master Trust under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Depositor, or the Metris Master Trust or
any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Depositor or the Metris
Master Trust or otherwise invoke or cause the Owner Trust to
invoke the process of any court or governmental authority for the
purpose of commencing (or sustaining) a case against the Owner
Trust under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Owner
Trust or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Owner Trust.
J.
K.             SECTION   Headings .  The headings of the various
Articles and Sections herein are for convenience of reference only
and shall not define or limit any of the terms or provisions
hereof.
L.
M.             SECTION   Waiver of Jury Trial .  THE PARTIES TO
THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT AND FOR ANY COUNTERCLAIM HEREIN.
N.
O.             SECTION   Governing Law .  THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
P.
Q.             SECTION   [Reserved]
R.
S.             SECTION   [Reserved]
T.
1.             SECTION   Non-recourse .    Except to the extent
provided in Section 2.7 and 7.9, the Owner Trustee or any other
Person pursuant to the terms hereof, shall be without recourse to
the Depositor, the Administrator, the Owner Trustee or any
affiliate, officer or director of any of them, and, except to the
extent that the Owner Trust is required pursuant to Section 4.2 of
the Collateral Trust Agreement to pay to the Collateral Trustee
all amounts received in respect of the Collateral (as defined in
the Collateral Trust Agreement), the obligations of the Owner
Trust to make distributions or other payments hereunder shall be
limited solely to application of funds on deposit in the
Collateral Account in accordance with the terms thereof.
2.
U.             SECTION   Administrator.  The Administrator is
authorized to execute on behalf of the Owner Trust all such
documents, reports, filings, instruments, certificates and
opinions as is shall be the duty of the Owner Trust to prepare,
file or deliver pursuant to the Facility Documents.  Upon written
request, the Owner Trustee shall execute and deliver to the
Administrator a power of attorney appointing the Administrator the
agent and attorney-in-fact for the Owner Trust to execute all such
documents, reports, filings, instruments, certificates and
opinions.
V.
W.
     IN WITNESS WHEREOF, the parties hereto have caused this Owner
Trust Agreement to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above
written.

WILMINGTON TRUST COMPANY,
  as Owner Trustee


By:_________________________________
_______
   Name:
   Title:


METRIS RECEIVABLES, INC.,
  as Depositor


By:_________________________________
_______
   Name:
   Title:

                                                      EXHIBIT A
to the
               Owner Trust Agreement



                       METRIS OWNER TRUST

                     OWNER TRUST CERTIFICATE


                          $1,000,000


          TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS
CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE TRANSFERRED BY
THE OWNER TO ANY PERSON.

          This OWNER TRUST CERTIFICATE evidences a fractional
undivided interest, aggregating the amount set forth above (as
such amount may be reduced from time to time in accordance with
the Owner Trust Agreement, as defined below) in the Owner Trust
(as defined below), the property of which includes certain assets
deposited in the Owner Trust by the Depositor (as defined below).

          This Certificate does not represent an interest in or
obligation of Direct Merchants Credit Card Bank, National
Association, or any Affiliate thereof.
                                
          THIS CERTIFIES THAT METRIS RECEIVABLES, INC. is the
registered owner of a nonassessable, fully-paid, fractional
undivided interest in METRIS OWNER TRUST (the "Owner Trust"), a
Delaware business trust.

          The Owner Trust was created pursuant to an Owner Trust
Agreement, dated as of July 30, 1998 (as it may be amended,
supplemented or otherwise modified from time to time, the "Owner
Trust Agreement"), between Metris Receivables, Inc., (the "Deposi
tor") and Wilmington Trust Company, not in its individual capaci
ty but solely as owner trustee (the "Owner Trustee).  This
Certificate is issued pursuant to, and is subject to the terms,
provisions and conditions of the Owner Trust Agreement.  Each
Owner Trust Certificateholder by its acceptance hereto, agrees to
be bound by the terms of the Owner Trust Agreement.  To the
extent not otherwise defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Owner Trust
Agreement.

          Unless the certificate of authentication hereon shall
have been executed by an authorized officer of the Owner Trustee,
by manual signature, this Certificate shall not entitle the
Holder hereof to any benefit under the Owner Trust Agreement or
be valid for any purpose.

          THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCOR
DANCE WITH SUCH LAWS.


          IN WITNESS WHEREOF, the Owner Trustee, on behalf of the
Owner Trust and not in its individual capacity, has caused this
Certificate to be duly executed.

                              METRIS OWNER TRUST



                           By: WILMINGTON TRUST COMPANY
                                 not in its individual capacity
                                 but solely as Owner Trustee



Dated:                     By:
                           Title:

                           Exhibit B

 OWNER TRUST CERTIFICATE OF TRUST OF
                  METRIS OWNER TRUST


                     CERTIFICATE OF TRUST OF
                       METRIS OWNER TRUST


          THIS CERTIFICATE OF TRUST OF METRIS OWNER TRUST, (the
"Trust"), is being duly executed and filed by the undersigned, as
trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. Code,  3801 et seq.)  (the "Act").

          1.   Name.  The name of the business trust formed
hereby is Metris Owner Trust.

          2.   Trustee.  The name and business address of the
trustee of the Trust in the State of Delaware is Wilmington Trust
Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.

          3.   Effective Date.  This Certificate of Trust shall
be effective on July 30, 1998.

          IN WITNESS WHEREOF, the undersigned, being the sole
trustee of the Trust, has duly executed this Certificate of Trust
pursuant to Section 3811(a) of the Act.

                                    WILMINGTON TRUST COMPANY,
                                   not in its individual capacity
                                   but solely as Owner Trustee
                                   under an Owner Trust
                                   Agreement, dated as of July
                                   30, 1998
                                   
                                   
                                   By:
                                      Name:
                                      Title:
                                   









                      OWNER TRUST AGREEMENT
                                
                                
                    dated as of July 30, 1998
                                
                                
                                
                             between
                                
                    METRIS RECEIVABLES, INC.
                          as Depositor
                                
                                
                                
                                
                                
                               and
                                
                                
                                
                                
                    WILMINGTON TRUST COMPANY
                        as Owner Trustee






                        TABLE OF CONTENTS

                                                             Page
                                
                            ARTICLE I
                           DEFINITIONS
                                
     1.1  Definitions    1
     1.2  Other Definitional Provisions 5
                                
                           ARTICLE II
                          ORGANIZATION
                                
     2.1  Name 5
     2.2  Office    5
     2.3  Purposes and Powers 5
     2.4  Appointment of Owner Trustee  6
     2.5  Initial Capital Contribution of Owner Trust Estate.
          6
     2.6  Organization of the Trust6
     2.7  Liability of the Depositor.   6
     2.8  Title to Trust Property  7
     2.9  Situs of Trust 7
     2.10  Representations and Warranties of the Depositor  7
     2.11  Tax Treatment 8
                                
                           ARTICLE III
                   THE OWNER TRUST CERTIFICATE
                                
     3.1    Initial Ownership.9
     3.2    Form of Owner Trust Certificates.9
     3.3    Authentication of Owner Trust Certificate. 9
     3.4    Restrictions on Transfer.   9
     3.5    Mutilated, Destroyed, Lost or Stolen Certificate.
          9
                                
                           ARTICLE IV
                    ACTIONS BY OWNER TRUSTEE
                                
     4.1  Prior Notice to Owner Trust Certificateholder with
          Respect to Certain
            Matters 10
     4.2  Action by Owner Trust Certificateholder with Respect to
          Certain Matters     11
     4.3  Action by Holders with Respect to Bankruptcy 11
     4.4  Restrictions on Owner Trust Certificateholder's Power
          11
     
                            ARTICLE V
                           [Reserved]
                                
                           ARTICLE VI
                           [Reserved]
                                
                           ARTICLE VII
                        THE OWNER TRUSTEE
                                
     7.1  Duties of Owner Trustee  11
     7.2  Rights of Owner Trustee  12
     7.3  Acceptance of Trusts and Duties    13
     7.4  Action upon Instruction by Owner Trust
          Certificateholder   14
     7.5  Furnishing of Documents; Notices   15
     7.6  Representations and Warranties of Owner Trustee   15
     7.7  Reliance; Advice of Counsel   16
     7.8  Owner Trustee May Own Notes   17
     7.9  Compensation and Indemnity    17
     7.10  Replacement of Owner Trustee 17
     7.11  Merger or Consolidation of Owner Trustee    19
     7.12  Appointment of Co-Trustee or Separate Trustee    19
     7.13  Eligibility Requirements for Owner Trustee  20
     7.14  Enforcement of Facility Documents.20
                                
                          ARTICLE VIII
                           [Reserved]
                                
                           ARTICLE IX
                 TERMINATION OF TRUST AGREEMENT
                                
     9.1  Termination of Trust Agreement21
                                
                            ARTICLE X
                           AMENDMENTS
                                
     10.1  Amendments without consent of, Owner Trust
          Certificateholder   22
     10.2  Amendments with consent of, Owner Trust
          Certificateholder   22
     10.3  Withdrawal or Downgrading of Rating    22
     10.4  Amendments to Other Facility Documents 22
                                
                           ARTICLE XI
                          MISCELLANEOUS
                                
     11.1  No Legal Title to Owner Trust Estate   23
     11.2  Limitations on Rights of Others   23
     11.3  Notices  23
     11.4  Severability  23
     11.5  Counterparts  23
     11.6  Successors and Assigns  24
     11.7  No Petition Covenant    24
     11.8  Headings 24
     11.9  Waiver of Jury Trial    24
     11.10  Governing Law24
     11.11  [Reserved]   24
     11.12  [Reserved]   24
     11.13  Non-recourse 24
     11.14  Administrator     25
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