RECEIVABLES PURCHASE AGREEMENT


                            dated as of April 4, 2000


                                      Among

              ENERGIZER RECEIVABLES FUNDING CORPORATION, as Seller,

                   EVEREADY BATTERY COMPANY, INC., as Servicer,



                     FALCON ASSET SECURITIZATION CORPORATION

                                       and

                       BANK ONE, NA (MAIN OFFICE CHICAGO)
                                    as Agent



<PAGE>


     RECEIVABLES  PURCHASE  AGREEMENT


     This  Receivables  Purchase  Agreement  dated  as of April 4, 2000 is among
ENERGIZER  RECEIVABLES  FUNDING  CORPORATION, a Delaware corporation ("Seller"),
                                                                       ------
EVEREADY  BATTERY COMPANY, INC., a Delaware corporation ("Eveready"), as initial
                                                          --------
Servicer  (the  Servicer  together  with Seller, the "Seller Parties" and each a
                                                      --------------
"Seller  Party"),  the entities listed on Schedule A to this Agreement (together
   -----------                            ----------
with  any  of  their respective successors and assigns hereunder, the "Financial
                                                                       ---------
Institutions"),  FALCON  ASSET  SECURITIZATION  CORPORATION ("Conduit") and BANK
  ----------                                                  -------
ONE,  NA  (MAIN  OFFICE  CHICAGO),  as agent for the Purchasers hereunder or any
  -
successor  agent  hereunder (together with its successors and assigns hereunder,
  -
the  "Agent").  Unless  defined elsewhere herein, capitalized terms used in this
      -----
Agreement  shall  have  the  meanings  assigned  to  such  terms  in  Exhibit I.
                                                                      ---------


     PRELIMINARY  STATEMENTS

     Seller desires to transfer and assign Purchaser Interests to the Purchasers
from  time  to  time.

     Conduit  may,  in  its  absolute  and  sole  discretion, purchase Purchaser
Interests  from  Seller  from  time  to  time.

     In  the  event  that  Conduit  declines to make any purchase, the Financial
Institutions  shall, at the request of Seller, purchase Purchaser Interests from
time  to time.  In addition, the Financial Institutions have agreed to provide a
liquidity  facility  to  Conduit  in  accordance  with  the  terms  hereof.

     Bank One, NA (Main Office Chicago) has been requested and is willing to act
as  Agent on behalf of Conduit and the Financial Institutions in accordance with
the  terms  hereof.


     ARTICLE  I
     PURCHASE  ARRANGEMENTS

     Section  1.1     Purchase  Facility.  Upon  the  terms  and  subject to the
                      ------------------
conditions  hereof,  Seller  may,  at  its  option,  sell  and  assign Purchaser
Interests  to  the  Agent  for the benefit of one or more of the Purchasers.  In
accordance  with  the terms and conditions set forth herein, Conduit may, at its
option, instruct the Agent to purchase on behalf of Conduit, or if Conduit shall
decline  to  purchase,  the  Agent  shall  purchase,  on behalf of the Financial
Institutions,  Purchaser  Interests from time to time in an aggregate amount not
to  exceed  at  such  time  the  lesser  of  (i) the Purchase Limit and (ii) the
aggregate  amount  of  the Commitments during the period from the date hereof to
but  not  including  the  Facility  Termination  Date.

     Section  1.2     Increases.
                      ---------


<PAGE>

     Seller  shall  provide  the  Agent  with  at least one Business Days' prior
notice  in a form set forth as Exhibit II hereto of each Incremental Purchase (a
                               ----------
"Purchase Notice").  Each Purchase Notice shall be subject to Section 6.2 hereof
 ---------------                                              -----------
and,  except  as  set  forth  below,  shall be irrevocable and shall specify the
requested  Purchase  Price  (which  shall  be  at  least $1,000,000 and integral
multiples  of  $100,000 in excess thereof) and date of purchase and, in the case
of  an  Incremental  Purchase  to  be  funded by the Financial Institutions, the
requested  Discount  Rate  and  Tranche Period.  Following receipt of a Purchase
Notice,  the  Agent  will determine whether Conduit agrees to make the purchase.
Without  the prior approval of Conduit, Seller shall not request more than three
proposed  purchases in any calendar month and, unless approved by Conduit in its
sole  discretion,  any  such  requests  in excess of three in any calendar month
shall  be  void.  If  Conduit  declines  to make a proposed purchase, Seller may
cancel  the  Purchase  Notice  or,  in  the  absence of such a cancellation, the
Incremental  Purchase  of  the  Purchaser Interest will be made by the Financial
Institutions.  On  the  date  of each Incremental Purchase, upon satisfaction of
the  applicable  conditions  precedent  set  forth in Article VI, Conduit or the
                                                      ----------
Financial Institutions, as applicable, shall deposit to the Facility Account, in
immediately  available funds, no later than 12:00 noon (Chicago time), an amount
equal  to  (i)  in  the  case  of  Conduit,  the aggregate Purchase Price of the
Purchaser  Interests  Conduit  is  then  purchasing  or  (ii)  in  the case of a
Financial  Institution,  such  Financial  Institution's  Pro  Rata  Share of the
aggregate  Purchase  Price of the Purchaser Interests the Financial Institutions
are  purchasing.

     Section  1.3     Decreases.  Seller  shall  provide  the  Agent  with prior
                      ---------
 written  notice  in  conformity  with  the Required Notice Period (a "Reduction
                                                                       ---------
Notice")  of any proposed reduction of Aggregate Capital from Collections.  Such
    --
Reduction  Notice  shall  designate (i) the date (the "Proposed Reduction Date")
                                                       -----------------------
upon which any such reduction of Aggregate Capital shall occur (which date shall
give  effect  to  the applicable Required Notice Period), and (ii) the amount of
Aggregate  Capital to be reduced which shall be applied ratably to the Purchaser
Interests  of  Conduit  and  the  Financial  Institutions in accordance with the
amount  of Capital (if any) owing to Conduit, on the one hand, and the amount of
Capital  (if  any)  owing to the Financial Institutions (ratably, based on their
respective  Pro  Rata  Shares),  on  the other hand (the "Aggregate Reduction").
                                                          -------------------
Only  one  (1)  Reduction Notice shall be outstanding at any time.  No Aggregate
Reduction will be made following the occurrence of the Amortization Date without
the  consent  of  the  Agent.

     Section  1.4     Payment Requirements.  All amounts to be paid or deposited
                      --------------------
by any Seller Party pursuant to any provision of this Agreement shall be paid or
deposited  in accordance with the terms hereof no later than 11:00 a.m. (Chicago
time)  on  the  day when due in immediately available funds, and if not received
before  11:00  a.m.  (Chicago  time)  shall be deemed to be received on the next
succeeding  Business Day.  If such amounts are payable to a Purchaser they shall
be  paid  to  the Agent, for the account of such Purchaser, at 1 Bank One Plaza,
Chicago,  Illinois 60670 until the applicable Seller Party is otherwise notified
in  writing  by  the  Agent.  Upon  notice  to  Seller,  the Agent may debit the
Facility Account for all amounts due and payable hereunder.  All computations of
Yield,  per  annum  fees  calculated  as  part  of  any CP Costs, per annum fees
hereunder  and per annum fees under the Fee Letter shall be made on the basis of
a  year  of  360  days  for  the  actual  number of days elapsed.  If any amount
hereunder  shall  be  payable  on a day which is not a Business Day, such amount
shall  be  payable  on  the  next  succeeding  Business  Day.


     ARTICLE  II
     PAYMENTS  AND  COLLECTIONS


<PAGE>
     Section  2.1     Payments.  Notwithstanding  any  limitation  on  recourse
                      --------
contained in this Agreement, Seller shall immediately pay to the Agent when due,
for  the  account  of  the  relevant  Purchaser or Purchasers on a full recourse
basis,  (i)  such  fees  as  set  forth  in  the Fee Letter (which fees shall be
sufficient  to  pay  all  fees owing to the Financial Institutions), (ii) all CP
Costs,  (iii)  all  amounts payable as Yield, (iv) all amounts payable as Deemed
Collections (which shall be immediately due and payable by Seller and applied to
reduce  outstanding  Aggregate Capital hereunder in accordance with Sections 2.2
                                                                    ------------
and  2.3  hereof),  (v) all amounts payable to reduce the Purchaser Interest, if
     ---
required,  pursuant to Section 2.6, (vi) all amounts payable pursuant to Article
                       -----------                                       -------
X,  if  any, (vii) all Servicer costs and expenses, including the Servicing Fee,
in  connection  with  servicing,  administering  and collecting the Receivables,
(viii)  all  Broken  Funding  Costs and (ix) all Default Fees (collectively, the
"Obliga-tions").  If  any  Person  fails to pay any of the Obligations when due,
   ----------
such  Person  agrees to pay, on demand, the Default Fee in respect thereof until
paid.  Notwithstanding  the foregoing, no provision of this Agreement or the Fee
Letter  shall  require  the  payment  or  permit  the  collection of any amounts
hereunder  in excess of the maximum permitted by applicable law.  If at any time
Seller  receives any Collections or is deemed to receive any Collections, Seller
shall immediately pay such Collections or Deemed Collections to the Servicer for
application in accordance with the terms and conditions hereof and, at all times
prior  to  such payment, such Collections or Deemed Collections shall be held in
trust  by  Seller  for  the  exclusive  benefit of the Purchasers and the Agent.

               Section  2.2     Collections Prior to Amortization.  Prior to the
                                ----------------------------------
Amortization  Date,  any  Collections  and/or Deemed Collections received by the
Servicer shall be set aside and held in trust by the Servicer for the payment of
any  accrued  and  unpaid Aggregate Unpaids or for a Reinvestment as provided in
this  Section 2.2.  If at any time any Collections and/or Deemed Collections are
      -----------
received  by the Servicer prior to the Amortization Date, (i) the Servicer shall
set  aside  the  Termination  Percentage  (hereinafter  defined)  of Collections
evidenced  by the Purchaser Interests of each Terminat-ing Financial Institution
and  (ii)  Seller hereby requests and the Purchasers (other than any Terminating
Financial  Institutions) hereby agree to make, simultaneously with such receipt,
a  reinvestment (each a "Reinvestment") with that portion of the balance of each
                         ------------
and every Collection and Deemed Collection received by the Servicer that is part
of  any  Purchaser  Interest  (other than any Purchaser Interests of Terminating
Financial Institutions), such that after giving effect to such Reinvestment, the
amount  of Capital of such Purchaser Interest immediately after such receipt and
corresponding  Reinvestment  shall be equal to the amount of Capital immediately
prior  to  such receipt.  On each Settlement Date prior to the occurrence of the
Amortization  Date,  the Servicer shall remit to the Agent's account the amounts
set aside during the preceding Settlement Period that have not been subject to a
Reinvestment  and  apply such amounts (if not previously paid in accordance with
Section  2.1)  first,  to  reduce  unpaid  Obligations and second, to reduce the
 -----------   -----                                       ------
Capital  of  all  Purchaser  Interests  of  Terminating  Financial Institutions,
 ----
applied  ratably  to  each  Terminating  Financial  Institution according to its
 ----
respective  Termination  Percentage.  If  such  Capital and Obligations shall be
 ----
reduced  to  zero,  any  additional  Collections received by the Servicer (i) if
 --
applicable,  shall  be  remitted to the Agent's account no later than 11:00 a.m.
 --
(Chicago  time)  to  the extent required to fund any Aggregate Reduction on such
 -
Settlement Date and (ii) any balance remaining thereafter shall be remitted from
 -
the  Servicer  to  Seller  on  such Settlement Date.  Each Terminating Financial
Institution shall be allocated a ratable portion of Collections from the date of
any  assignment  by  Conduit  pursuant  to Section 13.6 (the "Termination Date")
                                                              ----------------
until  such  Terminating  Financing Institution's Capital shall be paid in full.
This  ratable  portion  shall  be  calculated  on  the  Termination Date of each
Terminating  Financial  Institution as a percentage equal to (i) Capital of such
Terminating  Financial  Institution outstanding on its Termination Date, divided
                                                                         -------
by  (ii)  the  Aggregate  Capital  outstanding  on  such  Termination  Date (the
 -
"Termination Percentage").  Each Terminating Financial Institution's Termination
 -
Percentage  shall  remain constant prior to the Amortization Date.  On and after
the  Amortization  Date,  each  Termination Percentage shall be disregarded, and
each  Terminating  Financial Institution's Capital shall be reduced ratably with
all  Financial  Institutions  in  accordance  with  Section  2.3.
                                                    ------------

     Section  2.3     Collections  Following  Amortization.  On the Amortization
                      -------------------------------------
Date and on each day thereafter, the Servicer shall set aside and hold in trust,
for  the holder of each Purchaser Interest, all Collections received on such day
and  an  additional amount, from Seller's assets, for the payment of any accrued
and  unpaid  Obligations  owed  by  Seller  and not previously paid by Seller in
accordance  with  Section 2.1.  On and after the Amortization Date, the Servicer
                  -----------
shall,  at  any  time  upon  the  request  from  time to time by (or pursuant to
standing  instructions  from)  the  Agent  (i)  remit to the Agent's account the
amounts  set  aside  pursuant  to  the  preceding  sentence, and (ii) apply such
amounts  to  reduce the Capital associated with each such Purchaser Interest and
any  other  Aggregate  Unpaids.

     Section 2.4     Application of Collections.  If there shall be insufficient
                     ---------------------------
funds  on deposit for the Servicer to distribute funds in payment in full of the
aforementioned  amounts  pursuant  to  Section  2.2  or 2.3 (as applicable), the
                                       ------------     ---
Servicer  shall  distribute  such  funds:


<PAGE>
     first,  to the payment of the Servicer's reasonable out-of-pocket costs and
     -----
expenses  in  connection  with  servicing,  administering  and  collecting  the
Receivables , including the Servicing Fee, if Seller or one of its Affiliates is
not  then  acting  as  the  Servicer,

     second,  to  the  reimbursement  of  the  Agent's  costs  of collection and
     ------
enforcement  of  this  Agreement,
     --

     third, (to the extent applicable) to the ratable reduction of the Aggregate
     -----
Capital  (without  regard  to  any  Termination  Percentage),

     fourth,  for  the ratable payment of all other unpaid Obligations, provided
     ------                                                             --------
that  to the extent such Obligations relate to the payment of Servicer costs and
expenses,  including  the Servicing Fee, when Seller or one of its Affiliates is
acting as the Servicer, such costs and expenses will not be paid until after the
payment  in  full  of  all  other  Obligations,  and

     fifth,  after the Aggregate Unpaids have been indefeasibly reduced to zero,
     -----
to  Seller.

     Collections  applied  to  the  payment  of  Aggregate  Unpaids  shall  be
distributed in accordance with the aforementioned provisions, and, giving effect
to  each  of  the  priorities  set  forth  in Section 2.4 above, shall be shared
                                              -----------
ratably  (within each priority) among the Agent and the Purchasers in accordance
with  the  amount  of such Aggregate Unpaids owing to each of them in respect of
each  such  priority.

     Section  2.5     Payment  Recission.  No  payment  of  any of the Aggregate
                      ------------------
Unpaids shall be considered paid or applied hereunder to the extent that, at any
time,  all  or  any  portion  of  such  payment  or  application is rescinded by
application  of  law  or  judicial  authority,  or must otherwise be returned or
refunded  for  any  reason.  Seller shall remain obligated for the amount of any
payment  or  application  so rescinded, returned or refunded, and shall promptly
pay  to  the  Agent  (for application to the Person or Persons who suffered such
recission,  return or refund) the full amount thereof, plus the Default Fee from
the  date  of  any  such  recission,  return  or  refunding.

     Section  2.6     Maximum Purchaser Interests.  Seller shall ensure that the
                      ---------------------------
Purchaser  Interests  of the Purchasers shall at no time exceed in the aggregate
100%.  If  the  aggregate  of  the Purchaser Interests of the Purchasers exceeds
100%,  Seller shall pay to the Agent within three (3) Business Days an amount to
be  applied  to  reduce  the Aggregate Capital (as allocated by the Agent), such
that  after  giving  effect  to  such  payment  the  aggregate  of the Purchaser
Interests  equals  or  is  less  than  100%.

          Section  2.7     Clean  Up  Call.  In  addition  to  Seller's  rights
                           ---------------
pursuant  to  Section  1.3, Seller shall have the right (after providing written
              ------------
notice  to the Agent in accordance with the Required Notice Period), at any time
following  the  reduction  of the Aggregate Capital to a level that is less than
10.0% of the original Purchase Limit, to repurchase from the Purchasers all, but
not  less  than  all, of the then outstanding Purchaser Interests.  The purchase
price  in  respect  thereof  shall  be  an amount equal to the Aggregate Unpaids
through  the  date  of  such repurchase, payable in immediately available funds.
Such  repurchase  shall  be  without representation, warranty or recourse of any
kind  by,  on  the  part  of,  or  against  any  Purchaser  or  the  Agent.


<PAGE>


     ARTICLE  III
     CONDUIT  FUNDING

     Section  3.1     CP  Costs.  Seller  shall pay CP Costs with respect to the
                      ---------
Capital associated with each Purchaser Interest of Conduit for each day that any
Capital  in  respect  of such Purchaser Interest is outstanding.  Each Purchaser
Interest funded substantially with Pooled Commer-cial Paper will accrue CP Costs
each  day  on  a  pro rata basis, based upon the percentage share the Capital in
respect  of such Purchaser Interest represents in relation to all assets held by
Conduit  and  funded  substantially  with  Pooled  Commercial  Paper.

     Section  3.2     CP  Costs Payments.  On each Settlement Date, Seller shall
                      ------------------
pay  to  the Agent (for the benefit of Conduit) an aggregate amount equal to all
accrued  and  unpaid  CP  Costs  in  respect  of the Capital associated with all
Purchaser  Interests  of Conduit for the immediately preceding Accrual Period in
accordance  with  Article  II.
                  -----------

     Section 3.3     Calculation of CP Costs.  On the tenth calendar day of each
                     -----------------------
month  or,  if  such  day is not a Business Day, on the next succeeding Business
Day, Conduit shall calculate the aggregate amount of CP Costs for the applicable
Accrual  Period  and  shall  notify  Seller  of  such  aggregate  amount.

     ARTICLE  IV
     FINANCIAL  INSTITUTION  FUNDING

     Section  4.1     Financial Institution Funding.  Each Purchaser Interest of
                      -----------------------------
the  Financial  Institutions  shall accrue Yield for each day during its Tranche
Period  at  either  the LIBO Rate or the Prime Rate in accordance with the terms
and  conditions  hereof.  Until  Seller  gives  notice  to  the Agent of another
Discount  Rate in accordance with Section 4.4, the initial Discount Rate for any
                                  -----------
Purchaser  Interest  transferred  to  the Financial Institutions pursuant to the
terms  and  conditions  hereof  shall  be  the  Prime  Rate.  If  the  Financial
Institutions  acquire by assignment from Conduit any Purchaser Interest pursuant
to  Article  XIII,  each  Purchaser Interest so assigned shall each be deemed to
    -------------
have  a  new  Tranche  Period  commencing  on  the  date of any such assignment.

     Section  4.2     Yield Payments.  On the Settlement Date for each Purchaser
                      --------------
Interest  of  the Financial Institutions, Seller shall pay to the Agent (for the
benefit  of the Financial Institutions) an aggregate amount equal to the accrued
and  unpaid  Yield for the entire Tranche Period of each such Purchaser Interest
in  accordance  with  Article  II.
                      -----------

     Section  4.3     Selection  and  Continuation  of  Tranche  Periods.
                      --------------------------------------------------

     (a)     With  consultation  from  (and approval by) the Agent, Seller shall
from  time  to  time  request Tranche Periods for the Purchaser Interests of the
Financial Institutions, provided that, if at any time the Financial Institutions
shall  have  a  Purchaser  Interest, Seller shall always request Tranche Periods
such  that at least one Tranche Period shall end on the date specified in clause
(A)  of  the  definition  of  Settlement  Date.


<PAGE>
     (b)     Seller  or  the  Agent,  upon  notice  to  and consent by the other
received  at  least three (3) Business Days prior to the end of a Tranche Period
(the  "Terminating  Tranche")  for any Purchaser Interest, may, effective on the
       --------------------
last  day  of  the  Terminating Tranche:  (i) divide any such Purchaser Interest
into multiple Purchaser Interests, (ii) combine any such Purchaser Interest with
one  or more other Purchaser Interests that have a Terminating Tranche ending on
the  same  day  as  such Terminating Tranche or (iii) combine any such Purchaser
Interest  with  a  new  Purchaser  Interests  to  be  purchased  on the day such
Terminating Tranche ends, provided, that in no event may a Purchaser Interest of
                          --------
Conduit  be  combined  with  a Purchaser Interest of the Financial Institutions.

     Section  4.4     Financial  Institution  Discount Rates.  Seller may select
                      ---------------------------------------
the  LIBO  Rate  or  the Prime Rate for each Purchaser Interest of the Financial
Institutions.  Seller shall by 11:00 a.m. (Chicago time): (i) at least three (3)
Business Days prior to the expiration of any Terminating Tranche with respect to
which  the LIBO Rate is being requested as a new Discount Rate and (ii) at least
one  (1)  Business  Day  prior to the expiration of any Terminating Tranche with
respect  to which the Prime Rate is being requested as a new Discount Rate, give
the Agent irrevocable notice of the new Discount Rate for the Purchaser Interest
associated  with  such  Terminating  Tranche.   Until Seller gives notice to the
Agent  of  another  Discount  Rate,  the initial Discount Rate for any Purchaser
Interest  transferred  to  the  Financial Institutions pursuant to the terms and
conditions  hereof  shall  be  the  Prime  Rate.

     Section  4.5     Suspension  of  the  LIBO  Rate.  (a)     If any Financial
                      -------------------------------
Institution  notifies the Agent that it has determined that funding its Pro Rata
Share  of  the  Purchaser Interests of the Financial Institutions at a LIBO Rate
would  violate  any  applicable  law,  rule,  regulation  or  directive  of  any
governmental or regulatory authority, whether or not having the force of law, or
that (i) deposits of a type and maturity appropriate to match fund its Purchaser
Interests  at  such  LIBO Rate are not available or (ii) such LIBO Rate does not
accurately  reflect the cost of acquiring or maintaining a Purchaser Interest at
such  LIBO Rate, then the Agent shall suspend the availability of such LIBO Rate
and  require Seller to select the Prime Rate for any Purchaser Interest accruing
Yield  at  such  LIBO  Rate.

               (b)     If  less  than  all  of the Financial Institutions give a
notice to the Agent pursuant to Section 4.5(a), each Financial Institution which
                                --------------
gave  such  a  notice shall be obliged, at the request of Seller, Conduit or the
Agent,  to  assign  all  of  its rights and obligations hereunder to (i) another
Financial  Institution or (ii) another funding entity nominated by Seller or the
Agent that is acceptable to Conduit and willing to participate in this Agreement
through  the Liquidity Termination Date in the place of such notifying Financial
Institution;  provided  that  (i)  the  notifying Financial Institution receives
              --------
payment in full, pursuant to an Assignment Agreement, of an amount equal to such
notifying  Financial Institution's Pro Rata Share of the Capital and Yield owing
to  all  of the Financial Institutions and all accrued but unpaid fees and other
costs  and  expenses  payable  in respect of its Pro Rata Share of the Purchaser
Interests  of  the  Financial  Institutions,  and (ii) the replacement Financial
Institution  otherwise  satisfies  the  requirements  of  Section  12.1(b).
                                                          ----------------


     ARTICLE  V
     REPRESENTATIONS  AND  WARRANTIES

     Section 5.1     Representations and Warranties of The Seller Parties.  Each
                     ----------------------------------------------------
Seller  Party hereby represents and warrants to the Agent and the Purchasers, as
to itself, as of the date hereof and as of the date of each Incremental Purchase
and  the  date  of  each  Reinvestment  that:

     (a)     Corporate Existence and Power.  Such Seller Party is a corpora-tion
             ----------------------------
duly  organized,  validly  existing  and  in good standing under the laws of its
state  of incorporation.  Such Seller Party is duly qualified to do business and
is  in  good  standing as a foreign corporation, and has and holds all corporate
power  and  all  governmental  licenses,  authorizations, consents and approvals
required  to carry on its business in each jurisdiction in which its business is
conducted,  except  where  the  failure  to  so  qualify  or  so  hold could not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.


<PAGE>
     (b)     Power  and  Authority;  Due  Authorization, Execution and Delivery.
             ------------------------------------------------------------------
The execution and delivery by such Seller Party of this Agreement and each other
Transaction  Document  to  which  it  is  a  party,  and  the performance of its
obligations hereunder and thereunder and, in the case of Seller, Seller's use of
the  proceeds  of  purchases made hereunder, are within its corporate powers and
authority and have been duly authorized by all necessary corporate action on its
part.  This  Agreement  and each other Transaction Document to which such Seller
Party  is  a  party  has  been duly executed and delivered by such Seller Party.

     (c)     No  Conflict.  The  execution  and delivery by such Seller Party of
             ------------
this  Agreement  and each other Transaction Document to which it is a party, and
the performance of its obligations hereunder and thereunder do not contravene or
violate  (i)  its  certificate or articles of incorporation or by-laws, (ii) any
law,  rule  or  regulation  applicable  to  it, (iii) any restrictions under any
agreement,  contract  or instrument to which it is a party or by which it or any
of  its  property is bound, or (iv) any order, writ, judgment, award, injunction
or  decree  binding on or affecting it or its property, and do not result in the
creation  or  imposition  of any Adverse Claim on assets of such Seller Party or
its  Subsidiaries (except as created hereunder), except, in any case, where such
contravention  or  violation could not reasonably be expected to have a Material
Adverse  Effect; and no transaction contemplated hereby requires compliance with
any  bulk  sales  act  or  similar  law.

     (d)     Governmental Authorization.  Other than the filing of the financing
             --------------------------
statements  required hereunder, no authorization or approval or other action by,
and  no  notice to or filing with, any governmental authority or regulatory body
is  required  for  the  due  execution and delivery by such Seller Party of this
Agreement  and  each  other  Transaction Document to which it is a party and the
performance  of  its  obligations  hereunder  and  thereunder.

     (e)     Actions,  Suits.  There  are  no  actions,  suits  or  proceedings
             ---------------
pending, or to the best of such Seller Party's knowledge, threatened, against or
affecting  such  Seller Party, or any of its properties, in or before any court,
arbitrator  or  other body, that could reasonably be expected to have a Material
Adverse  Effect.  Such  Seller Party is not in default with respect to any order
of any court, arbitrator or governmental body, which default, individually or in
the  aggregate,  could reasonably be expected to have a Material Adverse Effect.

     (f)     Binding Effect.  This Agreement and each other Transaction Document
             --------------
to  which  such  Seller Party is a party constitute the legal, valid and binding
obligations  of  such  Seller  Party  enforceable  against  such Seller Party in
accordance  with  their  respective  terms,  except  as  such enforcement may be
limited  by  applicable  bankruptcy, insolvency, reorganization or other similar
laws  relating  to  or  limiting  creditors'  rights  generally  and  by general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding  in  equity  or  at  law).

     (g)     Accuracy  of  Information.  All information heretofore furnished by
             -------------------------
such  Seller  Party  or any of its Affiliates to the Agent or the Purchasers for
purposes  of or in connec-tion with this Agreement, any of the other Transaction
Documents  or  any  transaction  contemplated hereby or thereby is, and all such
information hereafter furnished by such Seller Party or any of its Affiliates to
the Agent or the Purchasers will be, true and accurate in every material respect
on  the  date  such information is stated or certified and does not and will not
contain  any  material  misstatement of fact or omit to state a material fact or
any  fact  necessary  to  make  the statements contained therein not misleading.

     (h)     Use  of  Proceeds.  No  proceeds  of any purchase hereunder will be
             -----------------
used  (i) for a purpose that violates, or would be inconsistent with, Regulation
T,  U  or  X promulgated by the Board of Governors of the Federal Reserve System
from  time  to  time or (ii) to acquire any security in any transaction which is
subject  to  Section  12,  13  or  14 of the Securities Exchange Act of 1934, as
amended.


<PAGE>
     (i)     Good  Title.  Immediately  prior to each purchase hereunder, Seller
             -----------
shall  be the legal and beneficial owner of the Receivables and Related Security
with  respect thereto, free and clear of any Adverse Claim, except as created by
the  Transaction Documents.  There have been duly filed all financing statements
or  other  similar  instruments  or  documents  necessary  under the UCC (or any
comparable  law)  of all appropriate jurisdictions to perfect Seller's ownership
interest  in  each  Receivable,  its  Collections  and  the  Related  Security.

     (j)     Perfection.  This  Agreement,  together  with  the  filing  of  the
             ----------
financing  statements contemplated hereby, is effective to, and shall, upon each
purchase  hereunder,  transfer  to  the  Agent  for  the benefit of the relevant
Purchaser  or  Purchasers  (and  the  Agent for the benefit of such Purchaser or
Purchasers  shall  acquire  from  Seller)  a  valid and perfected first priority
undivided  percentage ownership or security interest in each Receivable existing
or  hereafter  arising  and in the Related Security and Collections with respect
thereto,  free  and  clear  of  any  Adverse  Claim,  except  as  created by the
Transactions  Documents.  There have been duly filed all financing statements or
other  similar  instruments  or  documents  necessary  under  the  UCC  (or  any
comparable  law)  of  all  appropriate  jurisdictions to perfect the Agent's (on
behalf of the Purchasers) ownership or security interest in the Receivables, the
Related  Security  and  the  Collections.

     (k)     Places  of Business and Locations of Records.  The principal places
             --------------------------------------------
of  business  and  chief  executive  office of such Seller Party and the offices
where  it  keeps  all  of  its  Records are located at the address(es) listed on
Exhibit  III  or  such  other  locations of which the Agent has been notified in
     -------
accordance  with  Section  7.2(a)  in jurisdictions where all action required by
                  ---------------
Section  14.4(a)  has  been  taken  and  completed.  Seller's  Federal  Employer
   -------------
Identification  Number  is  correctly  set  forth  on  Exhibit  III.
   ----                                                ------------

     (l)     Collections.  The  conditions and requirements set forth in Section
             -----------                                                 -------
7.1(j) and Section 8.2 have at all times been satisfied and duly performed.  The
------     -----------
names  and  addresses of all Collection Banks, together with the account numbers
of the Collection Accounts of Seller at each Collection Bank and the post office
box  number  of each Lock-Box, are listed on Exhibit IV.  Seller has not granted
                                             ----------
any Person, other than the Agent as contemplated by this Agreement, dominion and
control of any Lock-Box or Collection Account, or the right to take dominion and
control  of any such Lock-Box or Collection Account at a future time or upon the
occurrence  of  a  future  event.

     (m)     Material  Adverse  Effect.  (i) The initial Servicer represents and
             -------------------------
warrants  that  since December 31, 1999, no event has occurred that would have a
material  adverse effect on the financial condition or operations of the initial
Servicer  and its Subsidiaries or the ability of the initial Servicer to perform
its  obligations  under  this Agreement, and (ii) Seller represents and warrants
that  since  the date of this Agreement, no event has occurred that would have a
material  adverse effect on (A) the financial condition or operations of Seller,
(B)  the  ability  of  Seller  to  perform its obligations under the Transaction
Documents,  or  (C)  the  collectibility  of  the  Receivables  generally or any
material  portion  of  the  Receivables.

     (n)     Names.  In  the  past  five  (5)  years,  Seller  has  not used any
             -----
corporate  names,  trade  names or assumed names other than the name in which it
has  executed  this  Agreement.

     (o)     Ownership of Seller.  Originator owns, directly or indirectly, 100%
             -------------------
of  the  issued  and  outstanding capital stock of Seller, free and clear of any
Adverse  Claim.  Such  capital  stock  is  validly  issued,  fully  paid  and
nonassessable,  and  there  are  no options, warrants or other rights to acquire
securities  of  Seller.

     (p)     Not  a Holding Company or an Investment Company.  Such Seller Party
             -----------------------------------------------
is  not  a  "holding  company"  or  a "subsidiary holding company" of a "holding
company"  within  the meaning of the Public Utility Holding Company Act of 1935,
as  amended, or any successor statute.  Such Seller Party is not an "invest-ment
compa-ny"  within  the  mean-ing  of  the  Invest-ment  Compa-ny Act of 1940, as
amended,  or  any  successor  statute.

<PAGE>
     (q)     Compliance  with  Law.  Such  Seller  Party  has  complied  in  all
             ---------------------
respects with all applicable laws, rules, regulations, orders, writs, judgments,
injunctions,  decrees  or  awards  to  which it may be subject, except where the
failure to so comply could not reasonably be expected to have a Material Adverse
Effect.  Each  Receiv-able, together with the Contract related thereto, does not
contravene  any  laws,  rules  or  regula-tions  applicable thereto (in-cluding,
                                                                     ----------
without  limitation,  laws,  rules and regulations relating to truth in lending,
     --------------
fair  credit billing, fair credit reporting, equal credit opportunity, fair debt
collection  practices and privacy), and no part of such Contract is in violation
of  any  such  law,  rule  or  regu-lation,  except  where such contravention or
violation  could  not  reasonably be expected to have a Material Adverse Effect.

     (r)     Compliance  with  Credit  and Collection Policy.  Such Seller Party
             -----------------------------------------------
has complied in all material respects with the Credit and Collection Policy with
regard  to each Receivable and the related Contract, and has not made any change
to  such  Credit  and Collection Policy, except such material change as to which
the  Agent  has  been  notified  in  accordance  with  Section  7.1(a)(vii).
                                                       --------------------

     (s)     Payments  to  Originator.  With  respect  to  each  Receivable
             ------------------------
transferred  to  Seller  under  the Receivables Sale Agreement, Seller has given
reasonably  equivalent  value  to  Originator in consideration therefor and such
transfer  was  not made for or on account of an antecedent debt.  No transfer by
Originator  of  any Receivable under the Receivables Sale Agreement is or may be
voidable  under  any  section  of  the  Bankruptcy Reform Act of 1978 (11 U.S.C.
101  et  seq.),  as  amended.
     --------

     (t)     Enforceability  of  Contracts.  Each Contract -with respect to each
             -----------------------------
Receivable  is  effective to create, and has created, a legal, valid and binding
obligation  of  the  related  Obligor  to  pay  the  Outstanding  Balance of the
Receivable  created  thereunder  and  any accrued interest thereon, enforce-able
against the Obligor in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws  relating  to  or  limiting  creditors'  rights  generally  and  by general
principles  of  equity  (regardless  of  whether  enforce-ment  is  sought  in a
proceeding  in  equity  or  at  law).

     (u)     Eligible  Receivables.  Each  Receivable  included  in  the  Net
             ---------------------
Receivables  Balance as an Eligible Receivable on the date of its purchase under
the Receivables Sale Agreement was an Eligible Receivable on such purchase date.

     (v)     Net  Receivables  Balance.  Seller has determined that, immediately
             -------------------------
after  giving  effect to each purchase hereunder, the Net Receivables Balance is
at  least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate
                                                         ----
Reserves.

     (w)     Accounting.  The manner in which such Seller Party accounts for the
             ----------
transactions  contemplated  by this Agreement and the Receivables Sale Agreement
does  not  jeopardize  the  true  sale  analysis.

     Section 5.2     Financial Institution Representations and Warranties.  Each
                     ----------------------------------------------------
Financial  Institution  hereby  represents and warrants to the Agent and Conduit
that:

     (a)     Existence  and  Power.  Such Financial Institution is a corporation
             ---------------------
or  a  banking association duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization, and has all
corporate  power  to  perform  its  obligations  hereunder.


<PAGE>
     (b)     No  Conflict.  The  execution  and  delivery  by  such  Financial
             ------------
Institution  of  this Agreement and the performance of its obligations hereunder
are  within  its  corporate  powers,  have been duly authorized by all necessary
corporate  action,  do not contravene or violate (i) its certificate or articles
of  incorporation  or  association  or by-laws, (ii) any law, rule or regulation
applicable  to  it,  (iii)  any  restrictions  under  any agreement, contract or
instrument  to  which it is a party or any of its property is bound, or (iv) any
order, writ, judgment, award, injunction or decree binding on or affecting it or
its  property,  and  do  not result in the creation or imposition of any Adverse
Claim  on  its  assets.  This  Agreement  has been duly authorized, executed and
delivered  by  such  Financial  Institution.

     (c)     Governmental  Authorization.  No authorization or approval or other
             ---------------------------
action  by,  and  no  notice  to  or  filing with, any governmental authority or
regulatory body is required for the due execution and delivery by such Financial
Institution  of this Agreement and the performance of its obligations hereunder.

     (d)     Binding  Effect.  This  Agreement  constitutes the legal, valid and
             ---------------
binding  obligation  of  such  Financial  Institution  enforceable  against such
Financial  Institution  in accordance with its terms, except as such enforcement
may  be  limited  by  applicable bankruptcy, insolvency, reorganization or other
similar  laws relating to or limiting creditors' rights generally and by general
principles  of  equity  (regardless  of  whether such enforcement is sought in a
proceeding  in  equity  or  at  law).


     ARTICLE  VI
     CONDITIONS  OF  PURCHASES

     Section  6.1     Conditions Precedent to Initial Incremental Purchase.  The
                      -----------------------------------------------------
initial  Incremental  Purchase  of  a Purchaser Interest under this Agreement is
subject to the conditions precedent that (a) the Agent shall have received on or
before  the  date  of such purchase those documents listed on Schedule B and (b)
                                                              ----------
the  Agent shall have received all fees and expenses required to be paid on such
date  pursuant  to  the  terms  of  this  Agreement  and  the  Fee  Letter.

     Section  6.2     Conditions  Precedent  to All Purchases and Reinvestments.
                      ----------------------------------------------------------
Each  purchase of a Purchaser Interest (other than pursuant to Section 13.1) and
                                                               ------------
each  Reinvestment shall be subject to the further conditions precedent that (a)
in  the  case of each such purchase or Reinvestment: (i) the Servicer shall have
delivered  to  the  Agent  on or prior to the date of such purchase, in form and
substance  satisfactory  to the Agent, all Monthly Reports as and when due under
Section 8.5 and (ii) upon the Agent's request, the Servicer shall have delivered
 ----------
to  the  Agent at least three (3) days prior to such purchase or Reinvestment an
interim  Monthly  Report  showing  the  amount  of Eligible Receivables; (b) the
Facility  Termination  Date  shall  not  have occurred; (c) the Agent shall have
received  such  other  approvals,  opinions  or  documents  as it may reasonably
request  and  (d) on the date of each such Incremental Purchase or Reinvestment,
the  following  statements shall be true (and acceptance of the proceeds of such
Incremental  Purchase  or  Reinvestment  shall  be  deemed  a representation and
warranty  by  Seller  that  such  statements  are  then  true):

     (i)     the  representations  and  warranties  set forth in Section 5.1 are
                                                                 -----------
true  and  correct  in  all  material  respects  on  and  as of the date of such
Incremental  Purchase  or  Reinvestment  as  though made on and as of such date;

     (ii)     no event has occurred and is continuing, or would result from such
Incremental  Purchase  or  Reinvestment,  that  would constitute an Amortization
Event  or  a  Potential  Amortization  Event;  and

     (iii)     the  Aggregate Capital does not exceed the Purchase Limit and the
aggregate  Purchaser  Interests  do  not  exceed  100%.


<PAGE>
It  is  expressly  understood  that  each  Reinvestment  shall, unless otherwise
directed by the Agent or any Purchaser, occur automatically on each day that the
Servicer  shall receive any Collections without the requirement that any further
action  be  taken  on  the part of any Person and notwithstanding the failure of
Seller  to  satisfy any of the foregoing conditions precedent in respect of such
Reinvestment.  The  failure of Seller to satisfy any of the foregoing conditions
precedent  in  respect  of  any  Reinvestment  shall give rise to a right of the
Agent,  which  right  may  be  exercised  at any time on demand of the Agent, to
rescind  the  related  purchase  and  direct  Seller to pay to the Agent for the
benefit  of  the  Purchasers  an  amount  equal  to the Collections prior to the
Amortization  Date  that  shall  have been applied to the affected Reinvestment.


     ARTICLE  VII
     COVENANTS

     Section  7.1     Affirmative  Covenants  of  The Seller Parties.  Until the
                      ----------------------------------------------
date on which the Aggregate Unpaids have been indefeasibly paid in full and this
Agreement  terminates  in  accordance  with  its terms, each Seller Party hereby
covenants,  as  to  itself,  as  set  forth  below:

     (a)     Financial  Reporting.  Such  Seller Party will maintain, for itself
             --------------------
and  each  of  its  Subsidiaries,  a  system  of  accounting  established  and
administered  in  accordance  with GAAP, and furnish or cause to be furnished to
the  Agent:

                         (i)     Annual  Reporting.  Within  90  days  after the
                                 ----------------
close  of  each  of  its  respective  fiscal years, audited financial statements
(which  shall include balance sheets, statements of income and retained earnings
and  a  statement  of  cash  flows)  for such Seller Party and Provider for such
fiscal  year, together with an unqualified audit report (in form satisfactory to
the Agent) on such financial statements of, and certified in a manner acceptable
to  the  Agent  by,  PricewaterhouseCoopers  LLP  or  other  independent  public
accountants  reasonably  acceptable  to  the  Agent.

     (ii)     Quarterly  Reporting.  Within 45 days after the close of the first
              --------------------
three  (3)  quarterly  periods  of  each of its respective fiscal years, balance
sheets  of each of Originator, Provider and the Servicer as at the close of each
such  period  and  statements of income and retained earnings and a statement of
cash flows for each such Person for the period from the beginning of such fiscal
year to the end of such quarter, all certified by its respective chief financial
officer  on  behalf  of  such  Person.

     (iii)     Compliance  Certificate.  Together  with the financial statements
               -----------------------
required  hereunder,  a  compliance  certificate  in  substantially  the form of
Exhibit V signed by such Seller Party's or Provider's, as applicable, Authorized
      ---
Officer  on  behalf  of  such Person and dated the date of such annual financial
statement  or  such  quarterly  financial  statement,  as  the  case  may  be.

     (iv)     Shareholders Statements and Reports.  Promptly upon the furnishing
              -----------------------------------
thereof  to  the  shareholders  of  such  Seller Party or Provider copies of all
financial  statements,  reports  and  proxy  statements  so  fur-nished.


<PAGE>
     (v)     S.E.C.  Filings.  Promptly  upon  the filing thereof, copies of all
             ---------------
registration  statements  (other  than  registration statements on Form S-8) and
annual,  quarterly  or  other reports which Originator, Provider or any of their
respective  Subsidiaries  files  with  the  Securities  and Exchange Commission.

     (vi)     Copies  of  Notices.  Promptly  upon  its  receipt  of any notice,
              -------------------
request  for  consent,  financial  statements,  certification,  report  or other
communication  under  or  in  connection  with any Transaction Document from any
Person  other  than  the  Agent  or  Conduit,  copies  of  the  same.

     (vii)     Change  in  Credit  and  Collection Policy.  At least thirty (30)
               ------------------------------------------
days  prior to the effectiveness of any material change in or material amendment
to  the Credit and Collection Policy, a copy of the Credit and Collection Policy
then in effect and a notice (A) indicating such change or amend-ment, and (B) if
such proposed change or amendment would be reasonably likely to adversely affect
the  collectibility  of  the  Receivables  or decrease the credit quality of any
newly created Receivables, requesting the Agent's consent thereto; provided that
                                                                   --------
if  such  change  or  amendment  was  required  pursuant  to  any  change in any
applicable  law, rule or regulation, such Seller Party shall only be required to
give  prompt  notice  of  such  change or amendment and shall not be required to
request  the  consent  of  the  Agent.

     (viii)     Other  Information.  Promptly,  from  time  to  time, such other
                ------------------
information,  documents,  records  or reports relating to the Receivables or the
condition  or  operations,  financial  or  otherwise,  of  such  Seller Party or
Provider  as  the  Agent  may  from  time to time reasonably request in order to
protect  the  interests of the Agent and the Purchasers under or as contemplated
by  this  Agreement.

     (b)     Notices.  Such Seller Party will notify the Agent in writing of any
             -------
of  the  following  promptly  upon  becoming  aware  of  the occurrence thereof,
describing  the  same  and,  if  applicable,  the steps being taken with respect
thereto:

     (i)     Amortization  Events  or  Potential  Amortization  Events.  The
             ---------------------------------------------------------
occurrence of each Amortization Event and each Poten-tial Amortization Event, by
a  statement  of  an  Authorized  Officer  on  behalf  of  such  Seller  Party.

     (ii)     Judgment  and  Proceedings.  (A)  (1) The entry of any judgment or
              --------------------------
decree  against  the  Servicer  or  any  of  its  respective Subsidiaries if the
aggregate  amount  of  all  judgments  and  decrees then outstanding against the
Servicer and its Subsidiaries exceeds $10,000,000 and (2) the institution of any
material  litigation,  arbitration proceeding or governmental proceeding against
the Servicer; and (B)  the entry of any judgment or decree or the institution of
any  litigation,  arbitration  proceeding  or  governmental  proceeding  against
Seller.

     (iii)     Material  Adverse  Effect.  The  occur-rence  of  any  event  or
               -------------------------
condition  that  has  had,  or  could reasonably be expected to have, a Material
Adverse  Effect.

     (iv)     Termination  Date.  The occurrence of the "Termination Date" under
              -----------------
and  as  defined  in  the  Receivables  Sale  Agreement.


<PAGE>
     (v)     Defaults  Under Other Agree-ments.  (A) The occurrence of a default
             ---------------------------------
or  an event of default under any other financing arrange-ment pursuant to which
Seller  is a debtor or an obligor and (B) the occurrence of any default or event
of  default  under  any  other  financing arrangement or arrange-ments governing
Indebtedness,  individually  or  in  the  aggregate,  greater  than  or equal to
$30,000,000  pursuant  to  which  Servicer  is  a  debtor  or  an  obligor.

                         (vi)     Downgrade  of  Originator  or  Provider.  Any
                                  ---------------------------------------
downgrade  in  the  rating  of  any  Indebtedness  of  Originator or Provider by
Standard  &  Poor's Ratings Group or by Moody's Investors Service, Inc., setting
forth  the  Indebtedness  affected  and  the  nature  of  such  change.

     (c)     Compliance with Laws and Preservation of Corporate Existence.  Such
             ------------------------------------------------------------
Seller  Party  will  comply  in  all  respects  with all applicable laws, rules,
regulations,  orders,  writs, judgments, injunctions, decrees or awards to which
it may be subject, except where the failure to so comply could not reasonably be
expected to have a Material Adverse Effect.  Such Seller Party will preserve and
maintain  its  corporate  existence,  rights,  franchises  and privileges in the
jurisdiction  of  its  incorporation,  and  qualify and remain qualified in good
standing  as  a  foreign  corporation in each jurisdiction where its business is
conducted, except where the failure to so preserve and maintain or qualify could
not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     (d)     Audits.  Such  Seller  Party will furnish to the Agent from time to
             ------
time  such  information  with respect to it and the Receivables as the Agent may
reasonably  request.  Such  Seller  Party will, from time to time during regular
business  hours as requested by the Agent upon reasonable notice and at the sole
cost  of such Seller Party, permit the Agent, or its agents or represen-tatives,
(i)  to  examine  and  make  copies  of  and  abstracts  from all Records in the
possession  or  under the control of such Person relating to the Receivables and
the  Related Security, including, without limitation, the related Contracts, and
(ii)  to  visit  the  offices  and  properties of such Person for the purpose of
examining  such  materials described in clause (i) above, and to discuss matters
relating to such Person's financial condition or the Receivables and the Related
Security  or  any Person's performance under any of the Transaction Documents or
any  Person's performance under the Contracts and, in each case, with any of the
Authorized  Officers  or  financial  officers  of  Seller or the Servicer having
knowledge  of  such  matters.  So  long  as  no  Potential Amortization Event or
Amortiza-tion Event exists, the visits under this Section 7.1(d) that are at the
                                                  --------------
sole  cost  of  the  applicable Seller Party shall be limited to once a calendar
year;  and  upon  the  occurrence  and  during  the  continuance  of a Potential
Amortization  Event or an Amortization Event, any and all visits shall be at the
sole  cost  of  the  applicable  Seller  Party.

     (e)     Keeping  and  Marking  of  Records  and  Books.
             ----------------------------------------------

     (i)     The  Servicer  will  maintain  and  implement  administrative  and
operating  procedures  (including,  without  limitation,  an ability to recreate
records  evidencing Receivables in the event of the destruction of the originals
thereof),  and  keep  and  maintain  all  documents,  books,  records  and other
information  reasonably  necessary  or  advisable  for  the  collection  of  all
Receiv-ables  (including,  without  limitation,  records  adequate to permit the
immediate  identification  of  each  new  Receivable  and all Collections of and
adjustments  to  each  existing  Receivable).  The  Servicer will give the Agent
notice  of  any  material  change in the administrative and operating procedures
referred  to  in  the  previous  sentence.


<PAGE>
     (ii)     Such  Seller  Party  will (A) on or prior to the date hereof, mark
its  master  data processing records and other books and records relating to the
Purchaser  Interests  with  a  legend,  acceptable  to the Agent, describing the
Purchaser Interests and (B) upon the request of the Agent (x) mark each Contract
with  a  legend describing the Purchaser Interests and (y) at any time after the
occurrence of a Potential Amortization Event, deliver to the Agent all Contracts
(including,  without  limitation,  all  multiple originals of any such Contract)
relating  to  the  Receivables.

     (f)     Compliance  with  Contracts and Credit and Collection Policy.  Such
             ------------------------------------------------------------
Seller  Party  will timely and fully (i) perform and comply with all provisions,
covenants  and  other promises required to be observed by it under the Contracts
related  to  the Receivables and (ii) comply in all respects with the Credit and
Collection  Policy  in  regard  to  each  Receivable  and  the related Contract.

     (g)     Performance  and Enforcement of Receivables Sale Agreement.  Seller
             ----------------------------------------------------------
will,  and  will  require  Originator  to,  perform  each  of  their  respective
obligations  and  undertak-ings  under  and  pursuant  to  the  Receivables Sale
Agreement,  will  purchase  Receivables thereunder in strict compliance with the
terms  thereof  and  will vigorously enforce the rights and remedies accorded to
Seller  under  the  Receivables Sale Agreement.  Seller will take all actions to
perfect  and  enforce  its rights and interests (and the rights and interests of
the  Agent and the Purchasers as assignees of Seller) under the Receivables Sale
Agreement  as  the  Agent  may  from time to time reasonably request, including,
                                                                      ---------
without  limitation,  making  claims  to  which  it  may  be  entitled under any
    ---------------
indemnity,  reimbursement or similar provision contained in the Receivables Sale
    ----
Agreement.

     (h)     Ownership.  Seller  will  (or  will  cause  Originator to) take all
             ---------
necessary  action  to (i) vest legal and equitable title to the Receivables, the
Related  Security  and  the  Collections  purchased  under  the Receivables Sale
Agreement irrevocably in Seller, free and clear of any Adverse Claims other than
Adverse  Claims  in  favor  of  the Agent and the Purchasers (including, without
                                                              ---------  -------
limitation,  the filing of all financing statements or other similar instruments
    ------
or  documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect Seller's interest in such Receivables, Related Security
and Collections and such other action to perfect, protect or more fully evidence
the  interest  of  Seller therein as the Agent may reasonably request), and (ii)
establish  and  maintain,  in  favor  of  the  Agent,  for  the  benefit  of the
Purchasers,  a valid and perfected first priority undivided percentage ownership
interest  (or  a  valid  and  perfected first priority security interest) in all
Receivables,  Related  Security  and Collections to the full extent contemplated
herein,  free and clear of any Adverse Claims other than Adverse Claims in favor
of  the  Agent for the benefit of the Purchasers (including, without limitation,
                                                  ---------  ------------------
the filing of all financing statements or other similar instruments or documents
necessary under the UCC (or any comparable law) of all appropriate jurisdictions
to  perfect  the  Agent's  (for  the benefit of the Purchasers) interest in such
Receivables,  Related Security and Collections and such other action to perfect,
protect  or more fully evidence the interest of the Agent for the benefit of the
Purchasers  as  the  Agent  may  reasonably  request).

               (i)     Purchasers'  Reliance.  Seller  acknowledges  that  the
                       ---------------------
Purchasers  are entering into the transactions contemplated by this Agreement in
reliance  upon  Seller's  identity  as  a  legal  entity  that  is separate from
Originator.  Therefore,  from  and  after  the date of execution and delivery of
this  Agreement,  Seller  shall  take  all  reasonable steps, including, without
limitation,  all  steps  that  the  Agent or any Purchaser may from time to time
reasonably request, to maintain Seller's identity as a separate legal entity and
to  make  it  manifest to third parties that Seller is an entity with assets and
liabilities distinct from those of Originator and any Affiliates thereof and not
just  a  division  of  Originator  or  any such Affiliate.  Without limiting the
generality  of  the  foregoing  and in addition to the other covenants set forth
herein,  Seller  will:

     (A)     conduct  its  own  business  in  its  own name and require that all
full-time  employees  of  Seller, if any, identify themselves as such and not as
employees  of  Originator  (including, without limitation, by means of providing
appropriate  employees  with  business  or identification cards identifying such
employees  as  Seller's  employees);


<PAGE>
     (B)     compensate  all  employees,  consultants  and agents directly, from
Seller's  own  funds,  for  services  provided  to  Seller  by  such  employees,
consultants  and  agents and, to the extent any employee, consultant or agent of
Seller  is  also an employee, consultant or agent of Originator or any Affiliate
thereof, allocate the compensation of such employee, consultant or agent between
Seller and Originator or such Affiliate, as applicable, on a basis that reflects
the services rendered to Seller and Originator or such Affiliate, as applicable;

     (C)     clearly  identify  its  offices  (by  signage  or otherwise) as its
offices  and,  if  such  office  is located in the offices of Originator, Seller
shall  lease  such  office  at  a  fair  market  rent;

     (D)     have  a  separate  telephone number, which will be answered only in
its  name  and  separate  stationery,  invoices  and  checks  in  its  own name;

     (E)     conduct  all  transactions  with  Originator  and  the  Servicer
(including,  without  limitation, any delegation of its obligations hereunder as
Servicer)  strictly  on  an  arm's-length  basis, allocate all overhead expenses
(including,  without  limitation, telephone and other utility charges) for items
shared  between  Seller  and Originator on the basis of actual use to the extent
practicable  and,  to  the extent such allocation is not practicable, on a basis
reasonably  related  to  actual  use;

     (F)     at all times have a Board of Directors consisting of three members,
at  least  one  member  of  which  is  an  Independent  Director;

     (G)     observe  all corporate formalities as a distinct entity, and ensure
that  all  corporate  actions  relating  to  (A)  the  selection, maintenance or
replacement  of  the Independent Director, (B) the dissolution or liquidation of
Seller or (C) the initiation of, participation in, acquiescence in or consent to
any  bankruptcy,  insolvency,  reorganization  or  similar  proceeding involving
Seller,  are  duly  authorized  by  unanimous  vote  of  its  Board of Directors
(including  the  Independent  Director);

     (H)     maintain  Seller's  books  and  records  separate  from  those  of
Originator  and  any Affiliate thereof and otherwise readily identifiable as its
own  assets  rather  than  assets  of  Originator  and  any  Affiliate  thereof;

     (I)     prepare  its  financial  statements  separately  from  those  of
Originator  and  insure that any consolidated financial statements of Originator
or  any  Affiliate  thereof  that  include  Seller  and  that are filed with the
Securities  and  Exchange Commission or any other governmental agency have notes
clearly  stating  that Seller is a separate corporate entity and that its assets
will  be  available first and foremost to satisfy the claims of the creditors of
Seller;

     (J)     except  as  herein  specifically  otherwise  provided, maintain the
funds  or  other assets of Seller separate from, and not com-mingled with, those
of  Originator or any Affiliate thereof and only maintain bank accounts or other
depository  accounts  to  which  Seller  alone  is  the  account  party;


<PAGE>
     (K)     pay  all  of  Seller's  operating expenses from Seller's own assets
(except  for  certain  payments  by  Originator  or  other  Persons  pursuant to
allocation  arrangements  that  comply  with  the  requirements  of this Section
                                                                         -------
7.1(i));

     (L)     operate its business and activities such that:   it does not engage
in  any  business  or  activity  of  any  kind, or enter into any transaction or
indenture,  mortgage,  instrument,  agreement,  contract,  lease  or  other
undertaking,  other  than  the  transactions contemplated and authorized by this
Agreement  and  the  Receivables  Sale  Agreement;  and  does not create, incur,
guaran-tee,  assume  or  suffer  to exist any indebtedness or other liabilities,
whether  direct  or contingent, other than (1) as a result of the endorsement of
negotiable  instruments for deposit or collection or similar transactions in the
ordinary  course  of  business,  (2)  the  incurrence  of obligations under this
Agreement,  (3)  the incurrence of obligations, as expressly contemplated in the
Receivables  Sale  Agreement,  to  make payment to Originator thereunder for the
purchase  of  Receivables  from Originator under the Receivables Sale Agreement,
and  (4) the incurrence of operating expenses in the ordinary course of business
of  the  type  otherwise  contemplated  by  this  Agreement;

     (M)     maintain  its  corporate charter in conformity with this Agreement,
such  that  it  does  not  amend,  restate,  supplement  or otherwise modify its
Certificate  of  Incorporation  or  By-Laws in any respect that would impair its
ability  to  comply  with  the  terms  or  provisions of any of the Trans-action
Documents,  including,  without  limitation,  Section  7.1(i) of this Agreement;
                                              ---------------

     (N)     maintain  the  effectiveness  of, and continue to perform under the
Receivables  Sale  Agreement  and the Performance Undertaking, such that it does
not  amend,  restate,  supplement,  cancel,  terminate  or  otherwise modify the
Receivables  Sale Agreement or the Performance Undertaking, or give any consent,
waiver,  directive or approval thereunder or waive any default, action, omission
or  breach  under the Receivables Sale Agreement or the Perfor-mance Undertaking
or  otherwise  grant any indulgence thereunder, without (in each case) the prior
written  consent  of  the  Agent;

     (O)     maintain  its corporate separateness such that it does not merge or
consolidate  with  or  into,  or convey, transfer, lease or otherwise dispose of
(whether  in  one  transaction  or  in  a  series of transactions, and except as
otherwise  contemplated  herein) all or substantially all of its assets (whether
now  owned or hereafter acquired) to, or acquire all or substantially all of the
assets  of,  any Person, nor at any time create, have, acquire, maintain or hold
any  interest  in  any  Subsidiary.

     (P)     maintain  at  all  times the Required Capital Amount (as defined in
the  Receivables  Sale  Agreement)  and  refrain  from  making  any  dividend,
distribution,  redemption  of  capital  stock  or  payment  of  any subordinated
indebtedness  which  would  cause  the Required Capital Amount to cease to be so
maintained;  and


<PAGE>
     (Q)     take such other actions as are necessary on its part to ensure that
the  facts and assumptions set forth in the opinion issued by Bryan Cave LLP, as
counsel  for  Seller,  in  connection  with  the  closing or initial Incremental
Purchase  under this Agreement and relating to substantive consolidation issues,
and  in  the  certificates accompanying such opinion, remain true and correct in
all  material  respects  at  all  times.

     (j)     Collections.  Such  Seller  Party  will cause (1) all proceeds from
             -----------
all  Lock-Boxes  to be directly deposited by a Collection Bank into a Collection
Account  and (2) each Lock-Box and Collection Account to be subject at all times
to  a  Collection  Account  Agreement  that is in full force and effect.  In the
event  any  payments  relating to Receivables are remitted directly to Seller or
any  Affiliate  of Seller, Seller will remit (or will cause all such payments to
be  remitted)  directly  to  a  Collection  Bank and deposited into a Collection
Account  within  two  (2)  Business  Days following receipt thereof, and, at all
times  prior to such remittance, Seller will itself hold or, if applicable, will
cause  such  payments to be held in trust for the exclusive benefit of the Agent
and  the  Purchasers.  Seller  will  maintain  exclusive ownership, dominion and
control  (subject  to  the terms of this Agreement and the applicable Collection
Account  Agreement)  of each Lock-Box and Collection Account and shall not grant
the  right to take dominion and control of any Lock-Box or Collection Account at
a  future time or upon the occurrence of a future event to any Person, except to
the  Agent  as  contemplated  by  this  Agreement.

     (k)     Taxes.  Such  Seller  Party  will  file all tax returns and reports
             -----
required  by  law  to  be  filed  by  it  and  will  promptly  pay all taxes and
governmental  charges  at  any  time  owing by it.  Seller will pay when due any
taxes  payable  in  connection  with  the  Receivables, exclusive of taxes on or
measured  by  income  or  gross  receipts of Conduit, the Agent or any Financial
Institution.

     (l)     Insurance.  Seller  will  maintain  in  effect,  or  cause  to  be
             ---------
maintained  in  effect,  at  Seller's  own  expense, such casualty and liability
insurance  as Seller shall deem appropriate in its good faith business judgment.
The  Agent,  for  the benefit of the Purchasers, shall be named as an additional
insured  with  respect  to  all  such  liability insurance maintained by Seller.
Seller  will  pay  or cause to be paid, the premiums therefor and deliver to the
Agent  evidence  satisfactory to the Agent of such insurance coverage.  Evidence
of each policy shall be furnished to the Agent and any Purchaser in certificated
form  upon  the Agent's or such Purchaser's request.  The foregoing requirements
shall  not  be  construed  to  negate, reduce or modify, and are in addition to,
Seller's  obligations  hereunder.

     (m)     Payment to Originator.  With respect to any Receivable purchased by
             ---------------------
Seller  from  Originator,  such  sale  shall  be  effected  under, and in strict
compliance with the terms of, the Receivables Sale Agreement, including, without
                                                              ---------  -------
limitation,  the  terms relating to the amount and timing of payments to be made
----------
to  Originator  in  respect  of  the  purchase  price  for  such  Receivable.
     Section  7.2     Negative  Covenants of The Seller Parties.  Until the date
                      -----------------------------------------
on  which  the  Aggregate  Unpaids  have been indefeasibly paid in full and this
Agreement  terminates  in  accordance  with  its terms, each Seller Party hereby
covenants,  as  to  itself,  that:

     (a)     Name  Change,  Offices  and  Records.  Such  Seller  Party will not
             ------------------------------------
change  its name, identity or corporate structure (within the meaning of Section
9-402(7) of any applicable enactment of the UCC) or relocate its chief executive
office or any office where Records are kept unless it shall have:  (i) given the
Agent at least thirty (30) days' prior written notice thereof and (ii) delivered
to the Agent all financing statements, instruments and other documents requested
by  the  Agent  in  connection  with  such  change  or  relocation.


<PAGE>
     (b)     Change  in  Payment  Instructions  to  Obligors.  Except  as may be
             -----------------------------------------------
required by the Agent pursuant to Section 8.2(b), such Seller Party will not add
                                  --------------
or  terminate  any  bank  as  a  Collection  Bank,  or  make  any  change in the
instructions  to  Obligors  regarding  payments  to  be  made to any Lock-Box or
Collection Account, unless the Agent shall have received, at least ten (10) days
before  the  proposed  effective  date  therefor,  (i)  written  notice  of such
addition,  termination  or  change  and  (ii)  with respect to the addition of a
Collection  Bank  or  a  Collection  Account or Lock-Box, an executed Collection
Account  Agreement  with  respect  to  the  new  Collection Account or Lock-Box;
provided,  however,  that  the  Servicer  may  make  changes  in instructions to
      --   -------
Obligors  regarding  payments  if  such new instructions require such Obligor to
      -
make  payments  to  another  existing  Collection  Account.

     (c)     Modifications  to Contracts and Credit and Collection Policy.  Such
             ------------------------------------------------------------
Seller Party will not, and will not permit Originator to, make any change to the
Credit  and  Collection Policy that could adversely affect the collectibility of
the Receivables or decrease the credit quality of any newly created Receivables.
Except as provided in Section 8.2(d), the Servicer will not, and will not permit
                      --------------
Originator  to, extend, amend or otherwise modify the terms of any Receivable or
any  Contract  related  thereto  other  than  in  accordance with the Credit and
Collection  Policy.

     (d)     Sales, Liens.  Seller will not sell, assign (by operation of law or
             ------------
otherwise)  or  otherwise  dispose  of,  or grant any option with respect to, or
create or suffer to exist any Adverse Claim upon (including, without limitation,
the  filing  of  any  financing  statement)  or with respect to, any Receivable,
Related  Security  or Collections, or upon or with respect to any Contract under
which  any  Receivable  arises, or any Lock-Box or Collection Account, or assign
any  right to receive income with respect thereto (other than, in each case, the
creation  of  the  interests  therein  in  favor of the Agent and the Purchasers
provided  for  herein),  and Seller will defend the right, title and interest of
the  Agent  and  the  Purchasers in, to and under any of the foregoing property,
against  all  claims  of  third  parties  claiming  through  or  under Seller or
Originator.

     (e)     Net Receivables Balance.  At no time prior to the Amortization Date
             -----------------------
shall  Seller permit the Net Receivables Balance to be less than an amount equal
to  the  sum  of  (i)  the  Aggregate  Capital plus (ii) the Aggregate Reserves.
                                               ----

     (f)     Termination  Date  Determination.  Seller  will  not  designate the
             --------------------------------
Termination  Date  (as  defined  in the Receivables Sale Agreement), or send any
written  notice  to  Originator  in  respect  thereof, without the prior written
consent  of the Agent, except with respect to the occurrence of such Termination
Date  arising  pursuant  to  Section  5.1(d)  of the Receivables Sale Agreement.

     (g)     Restricted  Junior  Payments.  From and after the occurrence of any
             ----------------------------
Amortization Event, Seller will not make any Restricted Junior Payment if, after
giving  effect  thereto,  Seller would fail to meet its obligations set forth in
Section  7.2(e).
  -------------


     ARTICLE  VIII
     ADMINISTRATION  AND  COLLECTION

     Section  8.1     Designation  of  Servicer.  (a)  The  servicing,
                      -------------------------
administration  and  collection  of  the  Receivables shall be conducted by such
Person  (the "Servicer") so designated from time to time in accordance with this
              --------
Section  8.1.   Eveready  is  hereby designated as, and hereby agrees to perform
------------
the  duties  and  obligations  of,  the  Servicer  pursuant to the terms of this
--
Agreement.  Upon  the  occurrence  and  during  the  continuance  of a Potential
--
Amortization Event or an Amortization Event, the Agent may designate as Servicer
--
any  Person  to  succeed  Eveready  or  any  successor  Servicer  as  "Servicer"
hereunder.  With  the prior written consent of the Agent and upon the assumption
of  all  of  the  duties  and obligations of "Servicer" hereunder by a successor
Servicer  acceptable  to  the  Agent,  Eveready  may  resign  as  Servicer.


<PAGE>
     (b)     In  the  ordinary  course of business and with the prior consent of
the  Agent  (which consent shall not be unreasonably withheld), the Servicer may
delegate  any  of  its  duties or responsibilities as Servicer to any Person who
agrees  to  conduct  such  duties  or  responsibilities  in  accordance with the
Contracts, the Credit and Collection Policy and this Agreement.  The fees of any
Person  to  whom  such duties or responsibilities are delegated shall be for the
sole  account of the Servicer.  Any delegation shall not relieve the Servicer of
its duties, responsibilities or liabilities hereunder and shall not constitute a
resignation  under  Section 8.1(a).  Any Collections or other amounts due to the
                    --------------
Agent  or Purchasers hereunder held by any such delegate shall, for the purposes
of  this  Agreement, be treated as held by the Servicer in trust for the holders
of  the Purchaser Interests.  Each agreement by which the Servicer delegates any
of  its  duties  or  responsibilities  to  any  other Person (including, without
limitation, Seller) shall state that if at any time the Agent shall designate as
Servicer  any  Person  other  than  such  delegating  Servicer,  all  duties and
responsibilities  theretofore  delegated by such Servicer to such Person may, at
the  discretion  of  the  Agent,  be terminated forthwith on notice given by the
Agent  to  such  delegating  Servicer  and  such  Person.  If the Servicer shall
delegate any duties or responsibilities to Seller, Seller shall not be permitted
to  further delegate to any other Person any of such duties or responsibilities.

     (c)     Notwithstanding  the  foregoing  subsection  (b),  (i) the Servicer
shall  be  and  remain  primarily liable to the Agent and the Purchasers for the
full  and  prompt performance of all duties and responsibilities of the Servicer
hereunder  and  (ii)  the  Agent  and  the  Purchasers shall be entitled to deal
exclusively  with  the  Servicer  in  matters  relating  to the discharge by the
Servicer  of  its  duties  and  responsibilities  hereunder.  The  Agent and the
Purchasers  shall  not be required to give notice, demand or other communication
to any Person other than the Servicer in order for communication to the Servicer
and  its sub-servicer or other delegate with respect thereto to be accomplished.
The  Servicer  shall  be  responsible  for  providing  any sub-servicer or other
delegate  of  the  Servicer  with  any  notice  given to the Servicer under this
Agreement.

     Section  8.2     Duties of Servicer.  (a)  The Servicer shall take or cause
                      ------------------
to  be  taken  all such actions as may be necessary or advisable to collect each
Receivable  from time to time, all in accordance with applicable laws, rules and
regulations,  with  reasonable  care  and  diligence, and in accordance with the
Credit  and  Collection  Policy.

     (b)     The  Servicer  will  instruct  all  Obligors to pay all Collections
directly  to  a  Lock-Box  or  Collection  Account.  The Servicer shall effect a
Collection  Account  Agreement substantially in the form of Exhibit VI with each
                                                            ----------
bank  maintaining  a  Collection  Account  at  any  time.  In  the  case  of any
remittances  received in any Lock-Box or Collection Account that shall have been
identified,  to  the satisfaction of the Servicer, to not constitute Collections
or other proceeds of the Receivables or the Related Security, the Servicer shall
promptly  remit  such items to the Person identified to it as being the owner of
such  remittances.  From and after the date the Agent delivers to any Collection
Bank a Collection Notice pursuant to Section 8.3, the Agent may request that the
                                     -----------
Servicer,  and  the Servicer thereupon promptly shall instruct all Obligors with
respect  to  the  Receivables, to remit all payments thereon to a new depositary
account  specified  by  the  Agent  and, at all times thereafter, Seller and the
Servicer  shall  not deposit or otherwise credit, and shall not permit any other
Person to deposit or otherwise credit to such new depositary account any cash or
payment  item  other  than  Collections.

     (c)     The  Servicer  shall  administer the Collections in accordance with
the procedures described herein and in Article II.  The Servicer shall set aside
                                       ----------
and  hold in trust for the account of Seller and the Purchasers their respective
shares  of  the  Collections in accordance with Article II.  The Servicer shall,
                                                ----------
upon  the  request of the Agent, segregate, in a manner acceptable to the Agent,
all  cash,  checks  and  other  instruments  received  by  it  from time to time
constituting  Collections from the general funds of the Servicer or Seller prior
to  the remittance thereof in accordance with Article II.  If the Servicer shall
                                              ----------
be  required  to  segregate  Collections pursuant to the preceding sentence, the
Servicer  shall  segregate  and deposit with a bank designated by the Agent such
allocable  share  of  Collections of Receivables set aside for the Purchasers on
the  first  Business  Day following receipt by the Servicer of such Collections,
duly  endorsed  or  with  duly  executed  instruments  of  transfer.


<PAGE>
     (d)     The  Servicer  may,  in  accordance  with the Credit and Collection
Policy,  extend the maturity of any Receivable or adjust the Outstanding Balance
of  any  Receivable  as  the  Servicer  determines to be appropriate to maximize
Collections  thereof; provided, however, that such extension or adjustment shall
                      --------  -------
not  alter  the  status  of  such  Receivable  as  a  Delinquent  Receivable  or
Charged-Off  Receivable or limit the rights of the Agent or the Purchasers under
this  Agreement.  Notwithstanding anything to the contrary contained herein, the
Agent  shall  have  the  absolute  and unlimited right to direct the Servicer to
commence  or  settle  any  legal  action  with  respect  to any Receivable or to
foreclose  upon  or  repossess  any  Related  Security.

     (e)     The  Servicer shall hold in trust for Seller and the Purchasers all
Records  that  (i)  evidence or relate to the Receivables, the related Contracts
and Related Security or (ii) are otherwise necessary or desirable to collect the
Receivables  and  shall,  as soon as practicable upon demand of the Agent at any
time  following a Potential Amortization Event, deliver or make available to the
Agent  all  such Records, at a place selected by the Agent.  The Servicer shall,
as  soon  as  practicable following receipt thereof turn over to Seller any cash
collections  or  other  cash  proceeds received with respect to Indebtedness not
constituting Receivables and belonging to Seller.  The Servicer shall, from time
to  time  at  the  request of any Purchaser, furnish to the Purchasers (promptly
after  any  such  request)  a  calculation  of  the  amounts  set  aside for the
Purchasers  pursuant  to  Article  II.
                          -----------

     (f)     Any payment by an Obligor in respect of any indebtedness owed by it
to  Originator or Seller shall, except as otherwise specified by such Obligor or
otherwise  required  by  contract  or  law  or unless otherwise permitted by the
Agent,  be  applied  as a Collection of any Receivable of such Obligor (starting
with  the  oldest  such  Receivable)  to  the extent of any amounts then due and
payable  thereunder  before  being  applied  to  any  other  receivable or other
obligation  of  such  Obligor.

     Section  8.3     Collection  Notices.  The Agent is authorized, at any time
                      -------------------
during the continuance of a Potential Amortization Event, to date and to deliver
to  the Collection Banks the Collection Notices.  Seller hereby transfers to the
Agent  for the benefit of the Purchasers, effective when the Agent delivers such
notice,  the exclusive ownership and control of each Lock-Box and the Collection
Accounts.  In case any authorized signatory of Seller whose signature appears on
a  Collection  Account  Agreement  shall cease to have such authority before the
delivery  of  such notice, such Collection Notice shall nevertheless be valid as
if  such  authority  had remained in force.  Seller hereby authorizes the Agent,
and  agrees  that  the Agent shall be entitled to, following the delivery of the
Collection  Notices,  (i)  endorse Seller's name on checks and other instruments
representing  Collections,  (ii)  enforce the Receivables, the related Contracts
and  the  Related  Security  and (iii) take such action as shall be necessary or
desirable  to  cause  all  cash,  checks  and  other  instruments  constituting
Collections  of Receivables to come into the possession of the Agent rather than
Seller.

     Section  8.4     Responsibilities  of  Seller.  Anything  herein  to  the
                      -----------------------------
contrary  notwithstanding, the exercise by the Agent and the Purchasers of their
rights  hereunder  shall not release the Servicer, Originator or Seller from any
of  their  duties  or  obligations  with respect to any Receivables or under the
related  Contracts.  The  Purchasers  shall have no obligation or liability with
respect  to  any  Receivables  or  related  Contracts,  nor shall any of them be
obligated  to  perform  the  obligations  of  Seller.

     Section  8.5     Reports.  The  Servicer  shall  prepare and forward to the
                      -------
Agent  (i)  on  the tenth day of each month and at such times as the Agent shall
request,  a  Monthly Report and (ii) at such times as the Agent shall request, a
listing  by  Obligor  of  all  Receivables  together  with  an  aging  of  such
Receivables.


<PAGE>
     Section  8.6     Servicing  Fees.  In consideration of Eveready's agreement
                      ---------------
to  act  as  Servicer  hereunder,  the  Purchasers hereby agree that, so long as
Eveready  shall continue to perform as Servicer hereunder, Seller shall pay over
to Eveready, as compensation for its servicing activities, a fee (the "Servicing
                                                                       ---------
Fee")  on  the  first calendar day of each month, in arrears for the immediately
---
preceding  month, at such rate as Eveready and Seller shall agree upon from time
--
to time on fair and reasonable basis and no less favorable to Eveready or Seller
than  a  rate Eveready or Seller could obtain in an arm's-length transaction for
servicing  with  a  Person  other  than  Eveready  or  Seller.


     ARTICLE  IX
     AMORTIZATION  EVENTS

     Section  9.1     Amortization Events.  The occurrence of any one or more of
                      -------------------
the  following  events  shall  constitute  an  Amortization  Event:

     (a)     Any  Seller  Party  shall  fail  (i) to make any payment or deposit
required hereunder when due, or (ii) to perform or observe any term, covenant or
agreement  hereunder  (other than as referred to in clause (i) of this paragraph
(a)  and  paragraph  9.1(e))  and  such  failure  shall  continue  for three (3)
consecutive  Business  Days.

     (b)     Any  representation,  warranty,  certification or statement made by
any  Seller  Party or Provider in this Agreement, any other Transaction Document
or  in  any  other  document delivered pursuant hereto or thereto shall prove to
have  been  incorrect  when  made  or  deemed  made.

     (c)     Failure  of  Seller to pay any Indebtedness when due or the failure
of  any  other  Seller  Party  or  Provider  to  pay  Indebtedness  (other  than
Indebtedness  hereunder),  which  individually  or  together  with  other  such
Indebtedness  as to which any failure exists (other than Indebtedness hereunder)
has  an  aggregate  outstanding  principal  amount  equal  to  or  greater  than
$30,000,000,  when due; or the default by any Seller Party in the performance of
any term, provision or condition contained in any agreement under which any such
Indebtedness  was created or is governed, the effect of which is to cause, or to
permit the holder or holders of such Indebtedness to cause, such Indebtedness to
become  due prior to its stated maturity; or any such Indebtedness of any Seller
Party  or  Provider  shall  be  declared to be due and payable or required to be
prepaid  (other  than  by  a  regularly  scheduled payment) prior to the date of
maturity  thereof.

     (d)     (i)  Any  Seller  Party,  any Subsidiary of Seller, Provider or any
Material  Provider  Subsidiary  shall  generally not pay its debts as such debts
become due or shall admit in writing its inability to pay its debts generally or
shall  make  a  general  assignment  for  the  benefit of creditors; or (ii) any
proceeding shall be instituted by or against any Seller Party, any Subsidiary of
Seller,  Provider  or  any Material Provider Subsidiary seeking to adjudicate it
bankrupt  or  insolvent,  or  seeking  liquidation,  winding up, reorganization,
arrangement,  adjustment,  protection,  relief or composition of it or its debts
under  any law relating to bankruptcy, insolvency or reorganization or relief of
debtors,  or  seeking  the  entry of an order for relief or the appointment of a
receiver,  trustee  or  other similar official for it or any substantial part of
its  property;  provided  that  in the event any such proceeding shall have been
instituted against such Seller Party, Subsidiary of Seller, Provider or Material
Provider  Subsidiary,  such  proceeding  shall  have  continued  undismissed, or
unstayed  and  in effet, for a period of 60 consecutive days or (iii) any Seller
Party,  any  Subsidiary  of Seller, Provider or any Material Provider Subsidiary
shall  take  any  corporate  action to authorize any of the actions set forth in
clauses  (i)  or  (ii)  above  in  this  subsection  (d).

     (e)     Seller  shall  fail to comply with the terms of Section 2.6 hereof.
                                                             -----------


<PAGE>
     (f)     As  at  the  end of any calendar month, (i) the three month rolling
average  of  the  Delinquency  Ratio  shall  exceed  6.25%, (ii) the three month
rolling  average  of  the Loss-to-Liquidation Ratio shall exceed 3.5%, (iii) the
six  month rolling average of the Dilution Ratio shall exceed 10.25% or (iv) the
Dilution  Accrual  Ratio shall be less than 85% of the six month rolling average
of  the  Dilution  Accrual  Ratio.

     (g)     A  Change  of  Control  with respect to Originator, Provider or any
Seller  Party  shall  occur.

     (h)     (i)  One  or more final judgments for the payment of money shall be
entered  against  Seller  or (ii) one or more final judgments for the payment of
money  in  an amount in excess of $30,000,000, individually or in the aggregate,
shall  be  entered against the Servicer on claims not covered by insurance or as
to  which the insurance carrier has denied its responsibility, and such judgment
shall  continue  unsatisfied  and  in  effect  for fifteen (15) consecutive days
without  a  stay  of  execution.

     (i)     The "Termination Date" under and as defined in the Receivables Sale
Agreement  shall  occur under the Receivables Sale Agreement or Originator shall
for  any  reason  cease  to  transfer,  or  cease  to have the legal capacity to
transfer,  or otherwise be incapable of transferring Receivables to Seller under
the  Receivables  Sale  Agreement.

     (j)     This  Agreement  shall  terminate  in  whole  or in part (except in
accordance  with its terms), or shall cease to be effective or to be the legally
valid,  binding  and  enforceable  obligation  of  Seller,  or any Obligor shall
directly  or  indirectly  contest  in  any  manner such effectiveness, validity,
binding nature or enforceability, or the Agent for the benefit of the Purchasers
shall  cease  to  have a valid and perfected first priority security interest in
the  Receivables,  the Related Security and the Collections with respect thereto
and  the  Collection  Accounts.

     (k)     Provider  shall  fail  to  perform or observe any term, covenant or
agreement  required  to be performed by it under the Performance Undertaking, or
the  Performance  Undertaking  shall  cease to be effective or to be the legally
valid,  binding  and  enforceable  obligation  of  Provider,  or  Provider shall
directly  or  indirectly  contest  in  any  manner such effectiveness, validity,
binding  nature  or  enforceability.

     (l)     Provider  shall  fail to perform or observe the covenants set forth
in  Section  7.4 of the 5-Year Revolving Credit Agreement, dated as of March 30,
2000,  as such revolving credit agreement may be amended, restated, supplemented
or otherwise modified from time to time, among Ralston Purina Company, Bank One,
NA,  as  agent,  Bank  of America, N.A., as syndication agent, and the financial
institutions  parties  thereto,  which  agreement  has  been assigned by Ralston
Purina  Company  to,  and  assumed by, Provider pursuant to the Debt Assignment,
Assumption  and  Release  Agreement,  dated  as  of April 1, 2000, among Ralston
Purina  Company, Provider and Bank One, NA.  For the purposes of this Agreement,
such  covenants shall survive the termination of such revolving credit agreement
and  any  amendment,  restatement,  supplement  or  other  modification  thereof
occurring  while  Bank  One  is  not  the agent thereunder shall have no effect.


<PAGE>
     Section  9.2     Remedies.  Upon the occurrence and during the continuation
                      --------
of  an  Amortization Event, the Agent may, or upon the direction of the Required
Financial Institutions shall, take any of the following actions: (i) replace the
Person  then  acting  as  Servicer,  (ii)  declare the Amortization Date to have
occurred, whereupon the Amortization Date shall forthwith occur, without demand,
protest  or further notice of any kind, all of which are hereby expressly waived
by  each  Seller  Party;  provided,  however,  that  upon  the  occurrence of an
Amortization  Event  described  in Section 9.1(d)(ii), or of an actual or deemed
                                   ------------------
entry  of an order for relief with respect to any Seller Party under the Federal
Bankruptcy  Code,  the  Amortization  Date  shall  automatically  occur, without
demand,  protest  or  any  notice of any kind, all of which are hereby expressly
waived by each Seller Party, (iii) to the fullest extent permitted by applicable
law,  declare  that  the  Default  Fee  shall  accrue with respect to any of the
Aggregate  Unpaids outstanding at such time, (iv) deliver the Collection Notices
to  the Collection Banks, and (v) notify Obligors of the Purchasers' interest in
the  Receivables.  The  aforementioned  rights  and  remedies  shall  be without
limitation,  and  shall  be  in addition to all other rights and remedies of the
Agent  and  the Purchasers otherwise available under any other provision of this
Agreement,  by operation of law, at equity or otherwise, all of which are hereby
expressly  preserved,  including,  without  limitation,  all rights and remedies
provided  under  the  UCC,  all  of  which  rights  shall  be  cumulative.


     ARTICLE  X
     INDEMNIFICATION

     Section  10.1     Indemnities  by The Seller Parties.  Without limiting any
                       ----------------------------------
other  rights  that  the  Agent  or  any  Purchaser  may have hereunder or under
applicable  law,  (A) Seller hereby agrees to indemnify (and pay upon demand to)
the  Agent and each Purchaser and their respective assigns, officers, directors,
agents  and employees (each an "Indemnified Party") from and against any and all
                                -----------------
damages,  losses,  claims, taxes, liabilities, costs, expenses and for all other
amounts  payable,  including  reasonable attorneys' fees (which attorneys may be
employees  of  the  Agent  or  such  Purchaser)  and  disbursements  (all of the
foregoing  being  collectively  referred  to  as  "Indemnified Amounts") awarded
                                                   -------------------
against  or  incurred  by  any  of  them  arising  out of or as a result of this
Agreement  or  the acquisition, either directly or indirectly, by a Purchaser of
an  interest in the Receivables, and (B) the Servicer hereby agrees to indemnify
(and  pay upon demand to) each Indemnified Party for Indemnified Amounts awarded
against  or  incurred by any of them arising out of the Servicer's activities as
Servicer  hereunder  excluding, however, in all of the foregoing instances under
the  preceding  clauses  (A)  and  (B):

     (i)     Indemnified  Amounts  to  the extent a final judgment of a court of
competent  jurisdiction  holds that such Indemnified Amounts resulted from gross
negligence  or  willful  misconduct on the part of the Indemnified Party seeking
indemnification;

     (ii)     Indemnified  Amounts  to  the  extent  the same includes losses in
respect  of  Receivables  that  are  uncollectible on account of the insolvency,
bankruptcy  or  lack  of  creditworthiness  of  the  related  Obligor;  or

     (iii)     taxes  imposed  by  the  jurisdiction  in  which such Indemnified
Party's principal executive office is located, on or measured by the overall net
income  of  such  Indemnified  Party  to the extent that the computation of such
taxes  is  consistent  with  the characterization for income tax purposes of the
acquisition  by  the Purchasers of Purchaser Interests as a loan or loans by the
Purchasers  to  Seller  secured  by  the  Receivables, the Related Security, the
Collection  Accounts  and  the  Collections;

provided,  however,  that  nothing  contained  in  this sentence shall limit the
---------  --------
liability  of  any  Seller  Party or limit the recourse of the Purchasers to any
-----
Seller  Party  for  amounts  otherwise  specifically provided to be paid by such
---
Seller Party under the terms of this Agreement.  Without limiting the generality
---
of  the foregoing indemnification, Seller shall indemnify each Indemnified Party
for  Indemnified  Amounts  (including,  without limitation, losses in respect of
uncollectible  receivables,  regardless  of whether reimbursement therefor would
constitute  recourse  to  Seller or the Servicer) relating to or resulting from:

     (i)     any  representation  or warranty made by any Seller Party, Provider
or  Originator  (or any officers of any such Person) under or in connection with
this  Agreement,  any  other  Transaction  Document  or any other information or
report delivered by any such Person pursuant hereto or thereto, which shall have
been  false  or  incorrect  when  made  or  deemed  made;

<PAGE>
     (ii)     the  failure  by  Seller,  the Servicer, Provider or Originator to
comply  with  any  applicable  law,  rule  or  regulation  with  respect  to any
Receivable  or  Contract related thereto, or the nonconformity of any Receivable
or Contract included therein with any such applicable law, rule or regulation or
any  failure of Originator to keep or perform any of its obligations, express or
implied,  with  respect  to  any  Contract;

     (iii)     any  failure  of  Seller, the Servicer, Provider or Originator to
perform  its  duties,  covenants  or  other  obligations  in accordance with the
provisions  of  this  Agreement  or  any  other  Transaction  Document;

     (iv)     any  products  liability, personal injury or damage suit, or other
similar  claim  arising  out  of or in connection with merchandise, insurance or
services  that  are  the  subject  of  any  Contract  or  any  Receivable;

     (v)     any  dispute,  claim,  offset  or  defense (other than discharge in
bankruptcy  of  the  Obligor)  of  the  Obligor to the payment of any Receivable
(including,  without  limitation,  a  defense  based  on  such Receivable or the
related Contract not being a legal, valid and binding obligation of such Obligor
enforceable  against  it  in  accordance  with  its  terms),  or any other claim
resulting from the sale of the merchandise or service related to such Receivable
or  the  furnishing  or  failure  to  furnish  such  merchandise  or  services;

     (vi)     the  commingling  of  Collections  of Receivables at any time with
other  funds;

     (vii)     any investigation, litigation or proceeding related to or arising
from  this  Agreement  or  any  other  Transaction  Document,  the  transactions
contemplated  hereby,  the  use  of the proceeds of an Incremental Purchase or a
Reinvestment,  the  ownership  of  the  Purchaser  Interests  or  any  other
investigation,  litigation  or  proceeding  relating  to  Seller,  the Servicer,
Provider  or  Originator  in  which  any Indemnified Party becomes involved as a
result  of  any  of  the  transactions  contemplated  hereby;

     (viii)     any  inability  to  litigate  any  claim  against any Obligor in
respect  of  any  Receivable as a result of such Obligor being immune from civil
and  commercial law and suit on the grounds of sovereignty or otherwise from any
legal  action,  suit  or  proceeding;

     (ix)     any  Amortization  Event  described  in  Section  9.1(d);
                                                       ---------------

     (x)     any  failure  of Seller to acquire and maintain legal and equitable
title  to,  and  ownership  of  any  Receivable  and  the  Related  Security and
Collections  with respect thereto from Originator, free and clear of any Adverse
Claim  (other  than  as  created  hereunder);  or  any failure of Seller to give
reasonably  equivalent  value to Originator under the Receivables Sale Agreement
in consideration of the transfer by Originator of any Receivable, or any attempt
by  any Person to void such transfer under statutory provisions or common law or
equitable  action;


<PAGE>
     (xi)     any  failure  to  vest  and  maintain  vested in the Agent for the
benefit  of  the  Purchasers, or to transfer to the Agent for the benefit of the
Purchasers,  legal  and  equitable  title to, and ownership of, a first priority
perfected  undivided  percentage  ownership  interest  (to  the  extent  of  the
Purchaser  Interests  contemplated  hereunder)  or  security  interest  in  the
Receivables,  the  Related  Security  and the Collections, free and clear of any
Adverse  Claim  (except  as  created  by  the  Transaction  Documents);

     (xii)     the  failure  to  have  filed,  or any delay in filing, financing
statements  or  other  similar  instruments  or  documents  under the UCC of any
applicable jurisdiction or other applicable laws with respect to any Receivable,
the  Related  Security and Collections with respect thereto, and the proceeds of
any  thereof, whether at the time of any Incremental Purchase or Reinvestment or
at  any  subsequent  time;

     (xiii)     any  action  or  omission  by any Seller Party or Provider which
reduces or impairs the rights of the Agent or the Purchasers with respect to any
Receivable  or  the  value  of  any  such  Receivable;

     (xiv)     any  attempt  by  any  Person to void any Incremental Purchase or
Reinvestment  hereunder  under  statutory  provisions or common law or equitable
action;  and

     (xv)     the  failure  of any Receivable included in the calculation of the
Net  Receivables  Balance as an Eligible Receivable to be an Eligible Receivable
at  the  time  so  included.

     Section  10.2     Increased  Cost  and  Reduced  Return.  If after the date
                       -------------------------------------
hereof,  any  Funding Source shall be charged any fee, expense or increased cost
on  account of the adoption of any applicable law, rule or regulation (including
any applicable law, rule or regulation regarding capital adequacy) or any change
therein,  or  any  change in the interpretation or administration thereof by any
governmental  authority,  central  bank  or  comparable  agency charged with the
interpretation  or  administration  thereof,  or  compliance with any request or
directive  (whether  or  not  having  the  force  of law) of any such authority,
central  bank  or  comparable agency (a "Regulatory Change"):  (i) that subjects
                                         -----------------
any  Funding  Source  to  any  charge  or  withholding on or with respect to any
Funding  Agreement  or a Funding Source's obligations under a Funding Agreement,
or  on  or  with respect to the Receivables, or changes the basis of taxation of
payments  to  any  Funding  Source  of  any  amounts  payable  under any Funding
Agreement  (except for changes in the rate of tax on the overall net income of a
Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies
                                    ------------
or  deems  applicable any reserve, assessment, insurance charge, special deposit
or  similar requirement against assets of, deposits with or for the account of a
Funding  Source,  or  credit  extended by a Funding Source pursuant to a Funding
Agreement  or  (iii)  that imposes any other condition the result of which is to
increase  the  cost  to  a  Funding Source of performing its obligations under a
Funding Agreement, or to reduce the rate of return on a Funding Source's capital
as  a consequence of its obligations under a Funding Agreement, or to reduce the
amount  of  any  sum  received or receivable by a Funding Source under a Funding
Agreement  or  to  require  any payment calculated by reference to the amount of
interests  or  loans  held  or interest received by it, then, upon demand by the
Agent,  Seller  shall  pay to the Agent, for the benefit of the relevant Funding
Source, such amounts charged to such Funding Source or such amounts to otherwise
compensate  such  Funding  Source  for  such  increased  cost or such reduction.


<PAGE>
     Section  10.3     Other  Costs and Expenses.  Seller shall pay to the Agent
                       -------------------------
and  Conduit  on  demand  all  reasonable  out-of-pocket  costs  and expenses in
connection  with the preparation, execution, delivery and administration of this
Agreement,  the  transactions  contemplated hereby and the other documents to be
delivered  hereunder,  including  without  limitation,  the  cost  of  Conduit's
auditors  auditing  the books, records and procedures of Seller, reasonable fees
and  out-of-pocket  expenses  of  legal counsel for Conduit and the Agent (which
such  counsel may be employees of Conduit or the Agent) with respect thereto and
with respect to advising Conduit and the Agent as to their respective rights and
remedies  under this Agreement.  Seller shall pay to the Agent on demand any and
all  costs  and  expenses  of  the  Agent  and the Purchasers, if any, including
reasonable  counsel fees and expenses in connection with the enforcement of this
Agreement and the other documents delivered hereunder and in connection with any
restructuring  or  workout  of  this  Agreement  or  such  documents,  or  the
administration  of  this Agreement following an Amortization Event. Seller shall
reimburse Conduit on demand for all other costs and expenses incurred by Conduit
("Other  Costs"),  including, without limitation, the cost of auditing Conduit's
  ------------
books  by  certified public accountants, the cost of rating the Commercial Paper
by  independent  financial  rating  agencies,  and  the  reasonable  fees  and
out-of-pocket expenses of counsel for Conduit or any counsel for any shareholder
of  Conduit  with  respect to advising Conduit or such shareholder as to matters
relating  to  Conduit's  operations.

     Section  10.4     Allocations.  Conduit  shall  allocate  the liability for
                       -----------
Other  Costs  among  Seller and other Persons with whom Conduit has entered into
agreements to purchase interests in receivables ("Other Sellers").  If any Other
                                                  -------------
Costs  are  attributable  to  Seller  and  not attributable to any Other Seller,
Seller shall be solely liable for such Other Costs.  However, if Other Costs are
attributable to Other Sellers and not attributable to Seller, such Other Sellers
shall  be  solely  liable  for  such  Other  Costs.  All  allocations to be made
pursuant  to the foregoing provisions of this Article X shall be made by Conduit
                                              ---------
in  its sole discretion on a reasonable basis and shall be binding on Seller and
the  Servicer.


     ARTICLE  XI
     THE  AGENT

     Section  11.1     Authorization  and  Action.  Each  Purchaser  hereby
                       --------------------------
designates  and  appoints  Bank One to act as its agent hereunder and under each
other  Transaction  Document,  and  authorizes the Agent to take such actions as
agent on its behalf and to exercise such powers as are delegated to the Agent by
the  terms  of  this Agreement and the other Transaction Documents together with
such  powers as are reasonably incidental thereto.  The Agent shall not have any
duties  or  responsibilities,  except those expressly set forth herein or in any
other  Transaction  Document,  or any fiduciary relationship with any Purchaser,
and  no  implied  covenants, functions, responsibilities, duties, obligations or
liabilities  on  the  part of the Agent shall be read into this Agreement or any
other  Transaction Document or otherwise exist for the Agent.  In performing its
functions  and  duties  hereunder and under the other Transaction Documents, the
Agent shall act solely as agent for the Purchasers and does not assume nor shall
be deemed to have assumed any obligation or relationship of trust or agency with
or  for  any  Seller  Party or any of such Seller Party's successors or assigns.
The  Agent  shall  not  be required to take any action that exposes the Agent to
personal  liability or that is contrary to this Agreement, any other Transaction
Document  or  applicable  law.  The  appointment  and  authority  of  the  Agent
hereunder shall terminate upon the indefeasible payment in full of all Aggregate
Unpaids.  Each  Purchaser  hereby  authorizes  the  Agent to execute each of the
Uniform  Commercial  Code  financing statements on behalf of such Purchaser (the
terms  of  which  shall  be  binding  on  such  Purchaser).

     Section  11.2     Delegation  of  Duties.  The Agent may execute any of its
                       ----------------------
duties  under  this  Agreement and each other Transaction Document by or through
agents  or  attorneys-in-fact  and  shall  be  entitled  to  advice  of  counsel
concerning  all  matters  pertaining  to  such  duties.  The  Agent shall not be
responsible  for the negligence or misconduct of any agents or attorneys-in-fact
selected  by  it  with  reasonable  care.


<PAGE>
     Section  11.3     Exculpatory Provisions.  Neither the Agent nor any of its
                       ----------------------
directors,  officers,  agents  or  employees  shall be (i) liable for any action
lawfully  taken or omitted to be taken by it or them under or in connection with
this  Agreement or any other Transaction Document (except for its, their or such
Person's own gross negligence or willful misconduct), or (ii) responsible in any
manner to any of the Purchasers for any recitals, statements, representations or
warranties made by any Seller Party or Provider contained in this Agreement, any
other  Transaction  Document  or  any  certificate,  report,  statement or other
document  referred  to  or  provided  for in, or received under or in connection
with,  this  Agreement,  or  any  other  Transaction  Document or for the value,
validity,  effectiveness,  genuineness,  enforceability  or  sufficiency of this
Agreement,  or any other Transaction Document or any other document furnished in
connection  herewith  or  therewith,  or  for any failure of any Seller Party or
Provider  to  perform  its  obligations  hereunder  or  thereunder,  or  for the
satisfaction  of  any  condition specified in Article VI, or for the perfection,
                                              ----------
priority,  condition,  value  or  sufficiency  of  any  collateral  pledged  in
connection  herewith.  The  Agent  shall  not  be  under  any  obligation to any
Purchaser  to ascertain or to inquire as to the observance or performance of any
of the agreements or covenants contained in, or conditions of, this Agreement or
any  other  Transaction Document, or to inspect the properties, books or records
of  the  Seller  Parties  or  Provider.  The  Agent  shall not be deemed to have
knowledge  of  any Amortization Event or Potential Amortization Event unless the
Agent  has  received  notice  from  Seller  or  a  Purchaser.

     Section  11.4     Reliance  by  Agent.  The  Agent  shall  in  all cases be
                       -------------------
entitled  to rely, and shall be fully protected in relying, upon any document or
conversation  believed  by it to be genuine and correct and to have been signed,
sent  or  made by the proper Person or Persons and upon advice and statements of
legal  counsel  (including,  without limitation, counsel to Seller), independent
accountants  and  other  experts  selected by the Agent.  The Agent shall in all
cases  be  fully  justified in failing or refusing to take any action under this
Agreement  or any other Transaction  Document unless it shall first receive such
advice  or  concurrence of Conduit or the Required Financial Institutions or all
of  the Purchasers, as applicable, as it deems appropriate and it shall first be
indemnified  to  its  satisfaction  by  the Purchasers, provided that unless and
                                                        --------
until  the  Agent shall have received such advice, the Agent may take or refrain
from  taking  any  action,  as  the  Agent  shall deem advisable and in the best
interests of the Purchasers.  The Agent shall in all cases be fully protected in
acting, or in refraining from acting, in accordance with a request of Conduit or
the Required Financial Institutions or all of the Purchasers, as applicable, and
such  request  and  any action taken or failure to act pursuant thereto shall be
binding  upon  all  the  Purchasers.

     Section  11.5     Non-Reliance  on  Agent  and  Other  Purchasers.  Each
                       -----------------------------------------------
Purchaser  expressly  acknowledges  that  neither  the  Agent,  nor  any  of its
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any  representations  or warranties to it and that no act by the Agent hereafter
taken,  including,  without  limitation, any review of the affairs of any Seller
Party  or Provider, shall be deemed to constitute any representation or warranty
by  the  Agent.  Each Purchaser represents and warrants to the Agent that it has
and  will,  independently  and  without  reliance  upon  the  Agent or any other
Purchaser  and  based  on  such  documents  and  information  as  it  has deemed
appropriate,  made  its  own  appraisal  of and investigation into the business,
operations,  property,  prospects,  financial  and  other  conditions  and
creditworthiness  of  Seller  and  made  its  own  decision  to  enter into this
Agreement,  the  other  Transaction  Documents  and  all other documents related
hereto  or  thereto.

     Section  11.6     Reimbursement  and  Indemnification.  The  Financial
                       -----------------------------------
Institutions  agree  to  reimburse  and  indemnify  the  Agent and its officers,
directors,  employees, representatives and agents ratably according to their Pro
Rata  Shares, to the extent not paid or reimbursed by the Seller Parties (i) for
any amounts for which the Agent, acting in its capacity as Agent, is entitled to
reimbursement  by  the  Seller Parties hereunder and (ii) for any other expenses
incurred  by  the  Agent,  in  its capacity as Agent and acting on behalf of the
Purchasers,  in  connection  with  the  administration  and  enforcement of this
Agreement  and  the  other  Transaction  Documents.


<PAGE>
     Section  11.7     Agent  in  its  Individual  Capacity.  The  Agent and its
                       ------------------------------------
Affiliates  may  make loans to, accept deposits from and generally engage in any
kind of business with Seller or any Affiliate of Seller as though the Agent were
not the Agent hereunder.  With respect to the acquisition of Purchaser Interests
pursuant  to  this  Agreement,  the  Agent shall have the same rights and powers
under  this  Agreement  in  its  individual  capacity  as  any Purchaser and may
exercise  the  same  as  though  it were not the Agent, and the terms "Financial
Institution,"  "Purchaser,"  "Financial  Institutions"  and  "Purchasers"  shall
include  the  Agent  in  its  individual  capacity.

     Section  11.8     Successor Agent.  The Agent may, upon thirty days' notice
                       ---------------
to  Seller  and the Purchasers, and the Agent will, upon the direction of all of
the  Purchasers  (other  than  the  Agent, in its individual capacity) resign as
Agent.  If  the  Agent  shall  resign,  then the Required Financial Institutions
during  such  thirty-day  period  shall  appoint  from  among  the  Purchasers a
successor  agent.  If  for  any  reason  no  successor Agent is appointed by the
Required  Financial  Institutions  during such thirty-day period, then effective
upon the termination of such thirty-day period, the Purchasers shall perform all
of  the  duties of the Agent hereunder and under the other Transaction Documents
and  Seller  and the Servicer (as applicable) shall make all payments in respect
of  the  Aggregate  Unpaids  directly  to  the applicable Purchasers and for all
purposes  shall  deal  directly with the Purchasers.  After the effectiveness of
any retiring Agent's resignation hereunder as Agent, the retiring Agent shall be
discharged  from  its  duties  and  obligations  hereunder  and  under the other
Transaction  Documents and the provisions of this Article XI and Article X shall
                                                  ----------     ---------
continue  in effect for its benefit with respect to any actions taken or omitted
to  be  taken  by it while it was Agent under this Agreement and under the other
Transaction  Documents.


     ARTICLE  XII
     ASSIGNMENTS;  PARTICIPATIONS

     Section  12.1     Assignments.  (a)  Seller  and each Financial Institution
                       -----------
hereby agree and consent to the complete or partial assignment by Conduit of all
or  any portion of its rights under, interest in, title to and obligations under
this  Agreement  to the Financial Institutions pursuant to Section 13.1 or, with
                                                           ------------
the consent of the Seller (which consent shall not be unreasonably withheld), to
any  other  Person, and upon such assignment, Conduit shall be released from its
obligations  so assigned.  Further, Seller and each Financial Institution hereby
agree  that  any  assignee  of  Conduit  of  this Agreement or all or any of the
Purchaser  Interests  of Conduit shall have all of the rights and benefits under
this  Agreement  as if the term "Conduit" explicitly referred to such party, and
no  such  assignment  shall in any way impair the rights and benefits of Conduit
hereunder.  Neither  Seller  nor the Servicer shall have the right to assign its
rights  or  obligations  under  this  Agreement.


<PAGE>
     (b)     Any  Financial  Institution  may  at any time and from time to time
assign  to  one or more Persons ("Purchasing Financial Institutions") all or any
                                  ---------------------------------
part  of  its  rights  and  obligations  under  this  Agreement  pursuant  to an
assignment  agreement, substantially in the form set forth in Exhibit VII hereto
                                                              -----------
(the  "Assignment  Agreement") executed by such Purchasing Financial Institution
       ---------------------
and  such  selling  Financial  Institution.  The  consent  of  Conduit  shall be
required prior to the effectiveness of any such assignment; and, in the event of
any  such assignment by any Financial Institution, other than to an Affiliate of
such  Financial  Institution,  another  Financial Institution or an Affiliate of
another Financial Institution, the consent of Seller (which consent shall not be
unreasonably  withheld) shall be required prior to the effectiveness of any such
assignment.  Each assignee of a Financial Institution must (i) have a short-term
debt  rating  of  A-1  or  better  by Standard & Poor's Ratings Group and P-1 by
Moody's  Investor Service, Inc. and (ii) agree to deliver to the Agent, promptly
following  any  request  therefor  by  the  Agent  or Conduit, an enforceability
opinion  in  form  and  substance  satisfactory  to the Agent and Conduit.  Upon
delivery  of  the  executed  Assignment  Agreement  to  the  Agent, such selling
Financial  Institution  shall  be released from its obligations hereunder to the
extent  of  such  assignment.  Thereafter  the  Purchasing Financial Institution
shall  for  all  purposes be a Financial Institution party to this Agreement and
shall  have all the rights and obligations of a Financial Institution under this
Agreement  to  the  same  extent  as  if it were an original party hereto and no
further  consent  or  action  by  Seller,  the  Purchasers or the Agent shall be
required.

     (c)     Each of the Financial Institutions agrees that in the event that it
shall  cease  to  have  a  short-term debt rating of A-1 or better by Standard &
Poor's  Ratings  Group  and  P-1 by Moody's Investor Service, Inc. (an "Affected
                                                                        --------
Financial  Institution"),  such Affected Financial Institution shall be obliged,
   -------------------
at  the  request  of  Conduit  or  the  Agent,  to  assign all of its rights and
obligations  hereunder  to  (x)  another  Financial  Institution  or (y) another
funding  entity nominated by the Agent and acceptable to Conduit, and willing to
participate  in  this  Agreement  through  the Liquidity Termination Date in the
place  of  such  Affected  Financial  Institution;  provided  that  the Affected
                                                    --------
Financial  Institution  receives  payment  in  full,  pursuant  to an Assignment
Agreement,  of an amount equal to such Financial Institution's Pro Rata Share of
the  Aggregate  Capital  and  Yield  owing to the Financial Institutions and all
accrued  but  unpaid fees and other costs and expenses payable in respect of its
Pro  Rata  Share  of  the  Purchaser  Interests  of  the Financial Institutions.

     Section  12.2     Participations.  Any  Financial  Institution  may, in the
                       --------------
ordinary  course of its business at any time sell to one or more Persons (each a
"Participant")  participating  interests  in its Pro Rata Share of the Purchaser
 -----------
Interests  of  the  Financial  Institutions,  its  obligation to pay Conduit its
 -
Acquisition  Amounts  or  any  other  interest  of  such  Financial  Institution
 -
hereunder.  Notwithstanding  any  such  sale  by  a  Financial  Institution of a
 -
participating interest to a Participant, such Financial Institution's rights and
 -
obligations  under  this  Agreement  shall  remain  unchanged,  such  Financial
Institution  shall  remain  solely  responsible  for  the  performance  of  its
obligations  hereunder, and Seller, Conduit and the Agent shall continue to deal
solely  and  directly  with  such  Financial Institution in connection with such
Financial  Institution's  rights  and  obligations  under  this Agreement.  Each
Financial  Institution  agrees  that  any  agreement  between  such  Financial
Institution  and  any such Participant in respect of such participating interest
shall not restrict such Financial Institution's right to agree to any amendment,
supplement,  waiver or modification to this Agreement, except for any amendment,
supplement,  waiver  or  modification  described  in  Section  14.1(b)(i).
                                                      -------------------


     ARTICLE  XIII
     LIQUIDITY  FACILITY

     Section  13.1     Transfer  to  Financial  Institutions.  Each  Financial
                       -------------------------------------
Institution  hereby  agrees,  subject  to  Section  13.4,  that immediately upon
                                           -------------
written  notice  from Conduit delivered on or prior to the Liquidity Termination
Date, it shall acquire by assignment from Conduit, without recourse or warranty,
its  Pro  Rata  Share  of  one  or more of the Purchaser Interests of Conduit as
specified  by  Conduit.  Each  such assignment by Conduit shall be made pro rata
among  all of the Financial Institutions, except for pro rata assignments to one
or  more Terminating Financial Institutions pursuant to Section 13.6.  Each such
                                                        ------------
Financial  Institution shall, no later than 1:00 p.m. (Chicago time) on the date
of  such  assignment, pay in immediately available funds (unless another form of
payment  is  otherwise  agreed between Conduit and any Financial Institution) to
the Agent at an account designated by the Agent, for the benefit of Conduit, its
Acquisition  Amount.  Unless a Financial Institution has notified the Agent that
it does not intend to pay its Acquisition Amount, the Agent may assume that such
payment has been made and may, but shall not be obligated to, make the amount of
such  payment  available  to  Conduit in reliance upon such assumption.  Conduit
hereby  sells  and assigns to the Agent for the ratable benefit of the Financial
Institutions, and the Agent hereby purchases and assumes from Conduit, effective
upon  the  receipt  by  Conduit  of  the  Conduit  Transfer Price, the Purchaser
Interests  of  Conduit  which  are  the subject of any transfer pursuant to this
Article  XIII.
    ---------


<PAGE>
     Section  13.2     Transfer  Price  Reduction Yield.  If the Adjusted Funded
                       --------------------------------
Amount  is  included  in  the  calculation of the Conduit Transfer Price for any
Purchaser  Interest,  each Financial Institution agrees that the Agent shall pay
to  Conduit  the  Reduction  Percentage  of any Yield received by the Agent with
respect  to  such  Purchaser  Interest.

     Section  13.3     Payments  to Conduit.  In consideration for the reduction
                       --------------------
of  the  Conduit  Transfer  Prices  by  the  Conduit  Transfer Price Reductions,
effective  only  at  such  time  as  the  aggregate amount of the Capital of the
Purchaser  Interests  of the Financial Institutions equals the Conduit Residual,
each  Financial Institution hereby agrees that the Agent shall not distribute to
the  Financial  Institutions  and  shall immediately remit to Conduit any Yield,
Collections or other payments received by it to be applied pursuant to the terms
hereof  or  otherwise  to  reduce  the Capital of the Purchaser Interests of the
Financial  Institutions.

     Section  13.4     Limitation  on  Commitment  to  Purchase  from  Conduit.
                       -------------------------------------------------------
Notwithstanding  anything  to  the  contrary  in  this  Agreement,  no Financial
Institution  shall  have  any obligation to purchase any Purchaser Interest from
Conduit,  pursuant  to  Section  13.1  or  otherwise,  if:
                        -------------

     (i)     Conduit  shall  have  voluntarily commenced any proceeding or filed
any  petition  under  any  bankruptcy,  insolvency  or  similar  law seeking the
dissolution,  liquidation  or  reorganization  of Conduit or taken any corporate
action  for  the  purpose  of  effectuating  any  of  the  foregoing;  or

     (ii)     involuntary proceedings or an involuntary petition shall have been
commenced  or  filed  against  Conduit  by  any  Person  under  any  bankruptcy,
insolvency or similar law seeking the dissolution, liquidation or reorganization
of  Conduit  and  such  proceeding  or  petition  shall have not been dismissed.

     Section  13.5     Defaulting  Financial  Institutions.  If  one  or  more
                       -----------------------------------
Financial  Institutions defaults in its obligation to pay its Acquisition Amount
pursuant  to  Section  13.1  (each  such Financial Institution shall be called a
              -------------
"Defaulting  Financial  Institution"  and the aggregate amount of such defaulted
    -------------------------------
obligations being herein called the "Conduit Transfer Price Deficit"), then upon
                                     ------------------------------
notice  from  the  Agent,  each  Financial Institution other than the Defaulting
Financial Institutions (a "Non-Defaulting Financial Institution") shall promptly
                           ------------------------------------
pay  to the Agent, in immediately available funds, an amount equal to the lesser
of  (x)  such  Non-Defaulting Financial Institution's proportionate share (based
upon  the  relative  Commitments  of  the Non-Defaulting Financial Institutions,
after  excluding  the  Commitment  of  any  Approved  Unconditional  Liquidity
Providers)  of  the Conduit Transfer Price Deficit and (y) the unused portion of
such  Non-Defaulting Financial Institution's Commitment; provided, however, that
                                                         --------  -------
if  an  Approved  Unconditional  Liquidity  Provider is the Defaulting Financial
Institution,  the Non-Defaulting Financial Institutions shall have no obligation
to  pay  any  amount  to the Agent pursuant to this Section 13.5as a result of a
                                                    ------------
default  by  such  Approved Unconditional Liquidity Provider; provided, further,
                                                              --------  -------
that in no event shall any Approved Unconditional Liquidity Provider be required
to  make  any payment as a Non-Defaulting Financial Institution pursuant to this
Section  13.5.  A  Defaulting  Financial Institution shall forthwith upon demand
 ------------
pay  to  the  Agent for the account of the Non-Defaulting Financial Institutions
 -
all  amounts paid by each Non-Defaulting Financial Institution on behalf of such
 -
Defaulting  Financial  Institution, together with interest thereon, for each day
from the date a payment was made by a Non-Defaulting Financial Institution until
the date such Non-Defaulting Financial Institution has been paid such amounts in
full,  at  a  rate  per annum equal to the Federal Funds Effective Rate plus two
percent  (2%).  In  addition, without prejudice to any other rights that Conduit
may  have  under applicable law, each Defaulting Financial Institution shall pay
to  Conduit  forthwith  upon  demand,  the  difference  between  such Defaulting
Financial  Institution's  unpaid  Acquisition  Amount  and  the amount paid with
respect  thereto  by  the  Non-Defaulting  Financial Institutions, together with
interest  thereon,  for  each  day from the date of the Agent's request for such
Defaulting  Financial  Institution's Acquisition Amount pursuant to Section 13.1
                                                                    ------------
until  the  date  the requisite amount is paid to Conduit in full, at a rate per
annum  equal  to  the  Federal  Funds  Effective  Rate  plus  two  percent (2%).

<PAGE>
     Section  13.6     Terminating  Financial  Institutions.
                       ------------------------------------

     (a)     Each  Financial Institution hereby agrees to deliver written notice
to  the  Agent not more than 30 Business Days and not less than 10 Business Days
prior  to  the  Liquidity  Termination  Date  indicating  whether such Financial
Institution  intends  to  renew  its  Commitment  hereunder.  If  any  Financial
Institution  fails  to  deliver  such  notice on or prior to the date that is 10
Business  Days  prior  to  the  Liquidity  Termination  Date,  such  Financial
Institution  will  be  deemed  to  have  declined  to renew its Commitment (each
Financial  Institution which has declined or has been deemed to have declined to
renew  its  Commitment  hereunder, a "Non-Renewing Financial Institution").  The
                                      ----------------------------------
Agent  shall  promptly notify Conduit of each Non-Renewing Financial Institution
and  Conduit,  in  its  sole  discretion,  may  (A)  to the extent of Commitment
Availability,  declare that such Non-Renewing Financial Institution's Commitment
shall, to such extent, automatically terminate on a date specified by Conduit on
or  before  the  Liquidity  Termination  Date or (B) upon one (1) Business Days'
notice  to  such  Non-Renewing Financial Institution assign to such Non-Renewing
Financial  Institution  on a date specified by Conduit its Pro Rata Share of the
aggregate  Purchaser  Interests  then  held  by  Conduit,  subject  to,  and  in
accordance  with,  Section  13.1.  In  addition,  Conduit  may,  in  its  sole
                   -------------
discretion,  at  any  time (x) to the extent of Commitment Availability, declare
that  any  Affected  Financial  Institution's  Commitment  shall  automatically
terminate on a date specified by Conduit or (y) assign to any Affected Financial
Institution  on  a date specified by Conduit its Pro Rata Share of the aggregate
Purchaser  Interests  then  held by Conduit, subject to, and in accordance with,
Section 13.1 (each Affected Financial Institution or each Non-Renewing Financial
  ----------
Institution  is  hereinafter  referred  to  as  a  "Terminating  Financial
                                                    ----------------------
Institution").  The parties hereto expressly acknowledge that any declaration of
the  termination of any Commitment, any assignment pursuant to this Section 13.6
                                                                    ------------
and  the  order  of  priority  of  any  such  termination  or  assignment  among
Terminating  Financial  Institutions  shall  be  made by Conduit in its sole and
absolute  discretion.

     (b)     Upon  any  assignment  to  a  Terminating  Financial Institution as
provided  in  this  Section  13.6,  any remaining Commitment of such Terminating
                    -------------
Financial  Institution shall automatically terminate.  Upon reduction to zero of
the  Capital  of  all  of  the  Purchaser  Interests  of a Terminating Financial
Institution  (after  application of Collections thereto pursuant to Sections 2.2
                                                                    ------------
and  2.3)  all  rights and obligations of such Terminating Financial Institution
 -------
hereunder  shall  be terminated and such Terminating Financial Institution shall
 -
no  longer  be  a "Financial Institution" hereunder; provided, however, that the
                                                     --------  -------
provisions of Article X shall continue in effect for its benefit with respect to
              ---------
Purchaser  Interests held by such Terminating Financial Institution prior to its
termination  as  a  Financial  Institution.


     ARTICLE  XIV
     MISCELLANEOUS

     Section  14.1     Waivers  and Amendments.  (a)  No failure or delay on the
                       -----------------------
part  of  the  Agent  or  any Purchaser in exercising any power, right or remedy
under  this Agreement shall operate as a waiver thereof, nor shall any single or
partial  exercise  of any such power, right or remedy preclude any other further
exercise  thereof  or  the  exercise  of  any other power, right or remedy.  The
rights  and remedies herein provided shall be cumulative and nonexclusive of any
rights  or  remedies  provided  by  law.  Any  waiver of this Agreement shall be
effective  only  in the specific instance and for the specific purpose for which
given.

     (b)     No  provision  of  this  Agreement  may  be  amended, supplemented,
modified  or  waived except in writing in accordance with the provisions of this
Section  14.1(b).  Conduit,  Seller  and  the  Agent,  at  the  direction of the
 ---------------
Required Financial Institutions, may enter into written modifications or waivers
 ------
of  any  provisions  of  this  Agreement,  provided,  however,  that  no  such
                                           --------   -------
modification  or  waiver  shall:


<PAGE>
     (i)     without  the  consent  of  each  affected Purchaser, (A) extend the
Liquidity  Termination Date or the date of any payment or deposit of Collections
by  Seller or the Servicer, (B) reduce the rate or extend the time of payment of
Yield  or  any  CP Costs (or any component of Yield or CP Costs), (C) reduce any
fee  payable to the Agent for the benefit of the Purchasers, (D) except pursuant
to  Article  XII  hereof, change the amount of the Capital of any Purchaser, any
    ------------
Financial  Institution's  Pro  Rata  Share  (except pursuant to Sections 13.1 or
                                                                -------------
13.5)  or any Financial Institution's Commitment, (E) amend, modify or waive any
provision  of  the definition of Required Financial Institutions or this Section
                                                                         -------
14.1(b), (F) consent to or permit the assignment or transfer by Seller of any of
 ------
its  rights  and  obligations under this Agreement, (G) change the definition of
"Eligible  Receivable,"  "Loss  Reserve,"  "Loss-to-Liquidation  Ratio,"or "Loss
Percentage"  or  (H)  amend or modify any defined term (or any defined term used
directly  or  indirectly  in  such defined term) used in clauses (A) through (G)
above  in  a  manner that would circumvent the intention of the restrictions set
forth  in  such  clauses;

     (ii)     without  the  written  consent of the then Agent, amend, modify or
waive  any  provision  of  this Agreement if the effect thereof is to affect the
rights  or  duties  of  such  Agent;  or

     (iii)     without  the  written consent of the then Servicer, amend, modify
or  waive  any  provision of Article VIII if the effect thereof is to affect the
                             ------------
rights  or  duties  of  such  Servicer.

Notwithstanding  the  foregoing,  (i)  without  the  consent  of  the  Financial
Institutions, but with the consent of Seller, the Agent may amend this Agreement
solely  to  add  additional Persons as Financial Institutions hereunder and (ii)
the  Agent,  the  Required  Financial  Institutions  and  Conduit may enter into
amendments  to modify any of the terms or provisions of Article XI, Article XII,
                                                        ----------  -----------
Article XIII, Section 14.13 or any other provision of this Agreement without the
------------  -------------
consent  of  Seller,  provided  that  such amendment has no negative impact upon
Seller.  Any  modification  or  waiver made in accordance with this Section 14.1
                                                                    ------------
shall  apply to each of the Purchasers equally and shall be binding upon Seller,
the  Purchasers  and  the  Agent.

     Section  14.2     Notices.  Except  as  provided  in this Section 14.2, all
                       -------                                 ------------
communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and
shall  be  given  to  the  other parties hereto at their respective addresses or
telecopy  numbers  set  forth  on  the  signature  pages hereof or at such other
address  or telecopy number as such Person may hereafter specify for the purpose
of  notice  to  each  of  the  other  parties hereto.  Each such notice or other
communication  shall  be  effective  (i)  if given by telecopy, upon the receipt
thereof,  (ii)  if  given  by  mail, three (3) Business Days after the time such
communication is deposited in the mail with first class postage prepaid or (iii)
if  given  by  any  other  means, when received at the address specified in this
Section  14.2.  Seller  hereby  authorizes  the  Agent  to  effect purchases and
    ---------
Tranche  Period and Discount Rate selections based on telephonic notices made by
    --
any  Person  whom  the  Agent  in  good faith believes to be acting on behalf of
Seller.  Seller  agrees  to deliver promptly to the Agent a written confirmation
of  each  telephonic notice signed by an authorized officer of Seller; provided,
                                                                       --------
however,  the absence of such confirmation shall not affect the validity of such
 ------
notice.  If the written confirmation differs from the action taken by the Agent,
the  records  of  the  Agent  shall  govern  absent  manifest  error.


<PAGE>
     Section  14.3     Ratable Payments.  If any Purchaser, whether by setoff or
                       ----------------
otherwise,  has  payment made to it with respect to any portion of the Aggregate
Unpaids  owing  to  such  Purchaser  (other  than  payments received pursuant to
Section  10.2  or  10.3) in a greater proportion than that received by any other
      -------      ----
Purchaser  entitled  to  receive a ratable share of such Aggregate Unpaids, such
Purchaser agrees, promptly upon demand, to purchase for cash without recourse or
warranty  a  portion  of  such Aggregate Unpaids held by the other Purchasers so
that after such purchase each Purchaser will hold its ratable proportion of such
Aggregate  Unpaids; provided that if all or any portion of such excess amount is
                    --------
thereafter  recovered  from such Purchaser, such purchase shall be rescinded and
the  purchase  price  restored  to  the  extent  of  such  recovery, but without
interest.

     Section  14.4     Protection of Ownership Interests of the Purchasers.  (a)
                       ---------------------------------------------------
Seller  agrees  that from time to time, at its expense, it will promptly execute
and  deliver  all  instruments  and documents, and take all actions, that may be
necessary  or  desirable,  or that the Agent may request, to perfect, protect or
more  fully  evidence  the  Purchaser  Interests,  or to enable the Agent or the
Purchasers  to exercise and enforce their rights and remedies hereunder.  At any
time  upon the occurrence and during the continuance of a Potential Amortization
Event,  the Agent may, or the Agent may direct Seller or the Servicer to, notify
the  Obligors  of Receivables, at Seller's expense, of the ownership or security
interests  of  the  Purchasers  under  this  Agreement  and may also direct that
payments  of  all amounts due or that become due under any or all Receivables be
made  directly  to  the  Agent  or  its  designee.   Seller  or the Servicer (as
applicable)  shall,  at  any  Purchaser's request, withhold the identity of such
Purchaser  in  any  such  notification.

     (b)     If  any  Seller  Party  fails  to  perform  any  of its obligations
hereunder,  the  Agent  or  any  Purchaser  may  (but  shall not be required to)
perform,  or  cause  performance  of,  such obligations, and the Agent's or such
Purchaser's reasonable costs and expenses incurred in connection therewith shall
be payable by Seller as provided in Section 10.3.  Each Seller Party irrevocably
                                    ------------
authorizes the Agent at any time and from time to time in the sole discretion of
the  Agent,  and appoints the Agent as its attorney-in-fact, to act on behalf of
such  Seller  Party  (i)  to  execute  on behalf of Seller as debtor and to file
financing  statements  necessary  or desirable in the Agent's sole discretion to
perfect  and  to  maintain  the  perfection  and priority of the interest of the
Purchasers  in  the Receivables and (ii) to file a carbon, photographic or other
reproduction  of  this  Agreement or any financing statement with respect to the
Receivables  as  a  financing statement in such offices as the Agent in its sole
discretion  deems  necessary  or  desirable  to  perfect  and  to  maintain  the
perfection  and  priority of the interests of the Purchasers in the Receivables.
This  appointment  is  coupled  with  an  interest  and  is  irrevocable.

     Section  14.5     Confidentiality.  (a)  Each  Seller  Party, the Agent and
                       ---------------
each Purchaser shall maintain and shall cause each of its employees and officers
to  maintain  the  confidentiality  of  the  Transaction Documents and the other
confidential or proprietary information with respect to the other parties hereto
and  their  respective  businesses obtained by it or them in connection with the
structuring,  negotiating and execution of the transactions contemplated herein,
except that such Seller Party, the Agent and such Purchaser and its officers and
employees  may  disclose  such information to such Person's external accountants
and  attorneys and as required by any applicable law or order of any judicial or
administrative  proceeding.

     (b)     Anything  herein to the contrary notwithstanding, each Seller Party
hereby  consents  to the disclosure of any nonpublic information with respect to
it  (i)  to the Agent, the Financial Institutions or Conduit by each other, (ii)
by  the  Agent  or  the  Purchasers  to  any  prospective  or actual assignee or
participant  of  any  of  them  and  (iii)  by  the  Agent to any rating agency,
Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity
enhancement to Conduit or any entity organized for the purpose of purchasing, or
making  loans  secured  by,  financial  assets  for  which  Bank One acts as the
administrative  agent  and  to  any  officers,  directors,  employees,  outside
accountants  and attorneys of any of the foregoing.  In addition, the Purchasers
and  the  Agent may disclose any such nonpublic information pursuant to any law,
rule, regulation, direction, request or order of any judicial, administrative or
regulatory  authority  or proceedings (whether or not having the force or effect
of  law).


<PAGE>
     Section  14.6     Bankruptcy Petition.  Seller, the Servicer, the Agent and
                       -------------------
each  Financial  Institution hereby covenants and agrees that, prior to the date
that is one year and one day after the payment in full of all outstanding senior
indebtedness  of  Conduit  or  any Unconditional Liquidity Provider, it will not
institute  against,  or join any other Person in instituting against, Conduit or
any  such  entity  any  bankruptcy,  reorganization,  arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the United
States  or  any  state  of  the  United  States.

     Section 14.7     Limitation of Liability.  Except with respect to any claim
                      -----------------------
arising  out of the willful misconduct or gross negligence of Conduit, the Agent
or  any  Financial  Institution, no claim may be made by any Seller Party or any
other  Person  against  Conduit, the Agent or any Financial Institution or their
respective  Affiliates,  directors, officers, employees, attorneys or agents for
any special, indirect, consequential or punitive damages in respect of any claim
for  breach  of  contract  or  any  other  theory of liability arising out of or
related to the transactions contemplated by this Agreement, or any act, omission
or event occurring in connection therewith; and each Seller Party hereby waives,
releases,  and agrees not to sue upon any claim for any such damages, whether or
not  accrued  and  whether  or  not  known  or  suspected to exist in its favor.

     Section  14.8     CHOICE  OF  LAW.  THIS  AGREEMENT  SHALL  BE GOVERNED AND
                       ---------------
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF
THE  STATE  OF  ILLINOIS.

     Section  14.9     CONSENT  TO  JURISDICTION.  EACH  SELLER  PARTY  HEREBY
                       -------------------------
IRREVOCABLY  SUBMITS  TO  THE  NON-EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES
FEDERAL  OR  ILLINOIS  STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED
BY  SUCH  PERSON  PURSUANT  TO  THIS  AGREEMENT  AND  EACH  SELLER  PARTY HEREBY
IRREVOCABLY  AGREES  THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE  HEARD  AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT  MAY  NOW  OR  HEREAFTER  HAVE  AS  TO  THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING  BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING  HEREIN  SHALL  LIMIT  THE  RIGHT OF THE AGENT OR ANY PURCHASER TO BRING
PROCEEDINGS  AGAINST  ANY  SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION.
ANY  JUDICIAL  PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER
OR  ANY  AFFILIATE  OF  THE  AGENT  OR  ANY  PURCHASER  INVOLVING,  DIRECTLY  OR
INDIRECTLY,  ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS  AGREEMENT  OR  ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS
AGREEMENT  SHALL  BE  BROUGHT  ONLY  IN  A  COURT  IN  CHICAGO,  ILLINOIS.

     Section  14.10     WAIVER  OF  JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES
                        ----------------------
TRIAL  BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER  (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF,  RELATED  TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY
SELLER  PARTY  PURSUANT  TO  THIS  AGREEMENT  OR  THE  RELATIONSHIP  ESTABLISHED
HEREUNDER  OR  THEREUNDER.

     Section  14.11     Integration;  Binding  Effect;  Survival  of  Terms.
                        ---------------------------------------------------

     (a)     This  Agreement  and  each  other  Transaction Document contain the
final  and  complete  integration of all prior expressions by the parties hereto
with  respect  to  the  subject  matter  hereof  and shall constitute the entire
agreement  among  the  parties  hereto with respect to the subject matter hereof
superseding  all  prior  oral  or  written  understandings.


<PAGE>
     (b)     This  Agree-ment  shall be binding upon and inure to the benefit of
the  parties  hereto  and their re-spec-tive suc-ces-sors and permitted as-signs
(including  any  trustee  in  bank-rupt-cy).  This  Agreement  shall  create and
consti-tute  the  continuing  obliga-tions  of the parties hereto in accor-dance
with  its  terms  and  shall remain in full force and effect until terminated in
accordance with its terms; provided, however, that the rights and reme-dies with
                           --------  -------
respect  to  (i)  any  breach  of  any repre-sen-tation and warranty made by any
Seller  Party  pursu-ant  to  Article  V,  (ii) the indemnifica-tion and payment
                              ----------
provisions  of  Arti-cle  X,  and Sections 14.5 and 14.6 shall be continuing and
                -----------       -------------     ----
shall  survive  any  termina-tion  of  this  Agree-ment.

     Section  14.12     Counterparts;  Severability;  Section  References.  This
                        -------------------------------------------------
Agreement may be executed in any number of counterparts and by different parties
hereto  in separate counterparts, each of which when so executed shall be deemed
to  be an original and all of which when taken together shall constitute one and
the  same  Agreement.  Any  provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to  the  extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction  shall not invalidate or render unenforceable such provision in any
other jurisdiction.  Unless otherwise expressly indicated, all references herein
to  "Article,"  "Section,"  "Schedule"  or  "Exhibit"  shall  mean  articles and
sections  of,  and  schedules  and  exhibits  to,  this  Agreement.

     Section  14.13     Bank  One  Roles.  Each  of  the  Financial Institutions
                        ----------------
acknowledges that Bank One acts, or may in the future act, (i) as administrative
agent for Conduit or any Financial Institution, (ii) as issuing and paying agent
for  the  Commercial Paper, (iii) to provide credit or liquidity enhancement for
the  timely  payment for the Commercial Paper and (iv) to provide other services
from  time  to  time for Conduit or any Financial Institution (collectively, the
"Bank  One Roles").  Without limiting the generality of this Section 14.13, each
  --------------                                             -------------
Financial  Institution  hereby acknowledges and consents to any and all Bank One
Roles  and  agrees that in connection with any Bank One Role, Bank One may take,
or  refrain  from  taking,  any  action  that  it,  in  its  discretion,  deems
appropriate,  including, without limitation, in its role as administrative agent
for  Conduit,  and  the  giving  of  notice to the Agent of a mandatory purchase
pursuant  to  Section  13.1.
              -------------

     Section 14.14     Characterization.  (a) It is the intention of the parties
                       ----------------
hereto  that  each  purchase  hereunder  shall  constitute  and be treated as an
absolute  and  irrevocable  sale,  which  purchase  shall provide the applicable
Purchaser  with  the  full  benefits  of  ownership  of the applicable Purchaser
Interest.  Except  as  specifically  provided  in this Agreement, each sale of a
Purchaser  Interest  hereunder  is  made  without  recourse to Seller; provided,
                                                                       --------
however, that (i) Seller shall be liable to each Purchaser and the Agent for all
     --
representations,  warranties,  covenants and indemnities made by Seller pursuant
to  the  terms  of this Agreement, and (ii) such sale does not constitute and is
not  intended  to  result  in an assumption by any Purchaser or the Agent or any
assignee  thereof  of any obligation of Seller or Originator or any other person
arising in connection with the Receivables, the Related Security, or the related
Contracts,  or  any  other  obligations  of  Seller  or  Originator.

     (b)     In addition to any ownership interest which the Agent may from time
to  time  acquire  pursuant  hereto,  Seller  hereby grants to the Agent for the
ratable benefit of the Purchasers a valid and perfected security interest in all
of  Seller's  right,  title  and  interest  in, to and under all Receivables now
existing  or  hereafter arising, the Collections, each Lock-Box, each Collection
Account,  all  Related  Security, the Demand Note, all other rights and payments
relating  to such Receivables and all proceeds of any thereof prior to all other
liens  on  and  security  interests  therein  to  secure the prompt and complete
payment  of  the Aggregate Unpaids.  The Agent and the Purchasers shall have, in
addition to the rights and remedies that they may have under this Agreement, all
other rights and remedies provided to a secured creditor under the UCC and other
applicable  law,  which  rights  and  remedies  shall  be  cumulative.


<PAGE>
     Section  14.15     Withholding.  Any  Purchaser  that  is  not incorporated
                        -----------
under  the  laws  of the United States of America, or a state thereof, agrees to
deliver  to  the  Agent  (with  copies  to  Seller) two duly completed copies of
United  States  Internal  Revenue  Service Forms W-8BEN or W-8ECI, certifying in
either  case  that  such  Purchaser  is  entitled to receive payments under this
Agreement  without  deduction or withholding of any United States federal income
taxes.


     [SIGNATURE  PAGES  FOLLOW]

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  and delivered by their duly authorized officers as of the date hereof.


     ENERGIZER  RECEIVABLES  FUNDING  CORPORATION


     By:   /s/ Mark A. Schafale
     Name:     Mark A. Schafale
     Title:    President

     Address:     800  Chouteau  Avenue
     St.  Louis,  Missouri  63102



     EVEREADY  BATTERY  COMPANY,  INC.

     By:  /s/ William C. Fox
     Name:    William C. Fox
     Title:   Vice President, Treasury


     Address:     800  Chouteau  Avenue
     St.  Louis,  Missouri  63102


FALCON  ASSET  SECURITIZATION  CORPORATION


     By:
     Authorized  Signatory

Address:     c/o  Bank  One,  NA  (Main  Office  Chicago),  as  Agent
Asset  Backed  Finance
Suite  IL1-0079,  1-19
1  Bank  One  Plaza
Chicago,  Illinois  60670-0079

     Fax:     (312)  732-1844




<PAGE>

BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and as Agent


By:
Name:
Title:

Address:     Bank  One,  NA  (Main  Office  Chicago)
Asset  Backed  Finance
Suite  IL1-0596,  1-21
1  Bank  One  Plaza
Chicago,  Illinois  60670-0596

     Fax:  (312)  732-4487

<PAGE>