EXHIBIT 10.2

                          CHARMING SHOPPES MASTER TRUST
     $63,500,000 Fixed Rate Class A Asset Backed Certificates, Series 2002-1
     $16,500,000 Fixed Rate Class B Asset Backed Certificates, Series 2002-1


                         CERTIFICATE PURCHASE AGREEMENT

                                                               November 22, 2002



ING Financial Markets LLC
1325 Avenue of the Americas
8th Floor
New York, New York  10019
Attention:  Securitization Group

Ladies and Gentlemen:

     1. Introduction. Charming Shoppes Receivables Corp. (the "Seller"), a
special-purpose Delaware corporation whose principal place of business is in
Delaware and which is a wholly-owned indirect subsidiary of Charming Shoppes,
Inc. ("Charming"), proposes to sell to ING Financial Markets LLC (the "Initial
Purchaser") (a) $63,500,000 Series 2002-1 Fixed Rate Class A Asset Backed
Certificates (the "Class A Certificates") and (b) $16,500,000 Series 2002-1
Fixed Rate Class B Asset Backed Certificates (the "Class B Certificates" and,
together with the Class A Certificates, the "Offered Certificates") to be issued
pursuant to the Second Amended and Restated Pooling and Servicing Agreement,
dated as of November 25, 1997 and as amended as of July 22, 1999 and as of May
8, 2001 (the "Pooling Agreement") among the Seller, Spirit of America, Inc.
("SOAI"), a Delaware corporation which is a wholly-owned indirect subsidiary of
Charming, as servicer (in such capacity, the "Servicer"), and Wachovia Bank
National Association (formerly known as First Union National Bank), as trustee
(the "Trustee"), as supplemented by the Series 2002-1 Supplement to the Pooling
Agreement dated as of November 20, 2002 (the "Series Supplement", and the
Pooling Agreement, as so supplemented, the "Supplemented Pooling Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Supplemented Pooling Agreement.

     Each Offered Certificate will represent an undivided ownership interest in
the Charming Shoppes Master Trust (the "Trust"). In addition, concurrently with
the issuance of the Offered Certificates, the Trust will issue $9,500,000 Series
2002-1 Fixed Rate Class C Asset Backed Certificates (the "Class C Certificates")
and $10,500,000 Series 2002-1 Floating Rate Class D Asset Backed Certificates
(the "Class D Certificates" and, together with the Offered Certificates and the
Class C Certificates, the "Certificates"). The Class C Certificates will be
initially held by the Seller. The Seller will enter into a Certificate Purchase
Agreement (the "Class C Purchase Agreement") with the Trustee, the Seller and
the Servicer. The Class D Certificates will be sold pursuant to the Certificate
Purchase Agreement (the "Class D Purchase Agreement") among the Trustee, the
Seller, the Servicer and the purchasers named therein (the "Class D
Purchasers"). The Class D Certificates will be initially held by the Seller. The
assets of the Trust include, among other things, certain receivables (the
"Receivables") arising under a pool of certain revolving credit card accounts
owned by Spirit of America National Bank ("Spirit of America") which have been
conveyed to the Seller by Spirit of America pursuant to a Purchase and Sale
Agreement dated as of November 25, 1997 and as amended as of September 1, 1999,
November 9, 2000 and May 8, 2001 (the "Purchase Agreement") and conveyed to the
Trust pursuant to the Pooling Agreement.



<PAGE>

     The Seller, at its own expense, has prepared an offering memorandum dated
October 22, 2002 (together with any exhibits attached thereto, the "Preliminary
Memorandum"), describing among other things, the Offered Certificates and the
Supplemented Pooling Agreement. Copies of the Preliminary Memorandum have been
delivered to you. The Seller, at its own expense, shall also prepare a final
offering memorandum (together with any exhibits attached thereto, the "Final
Memorandum"), which it will deliver to you no later than three business days
prior to the Issuance Date (as herein defined). From and after the date of any
amendment or supplement to the Final Memorandum or the Preliminary Memorandum,
as applicable, the term "Final Memorandum" or "Preliminary Memorandum" shall
mean the Final Memorandum or the Preliminary Memorandum, as applicable, as so
amended or supplemented. The Preliminary Memorandum, the Final Memorandum, the
Certificates, the Pooling Agreement, the Series Supplement, the Class C
Placement Agreement, the Class C Certificate Purchase Agreement, the Class D
Purchase Agreement, the Purchase Agreement and the Security Agreement, dated
November 25, 1997, executed by Spirit of America in favor of the Trustee (the
"Security Agreement") shall be collectively referred to herein as the "Related
Documents".

     The Offered Certificates may be resold solely to (i) "qualified
institutional buyers ("QIBs") in reliance upon Rule 144A ("Rule 144A") under the
Securities Act of 1933, as amended (the "Securities Act") and (ii) non-U.S.
persons outside the United States, as defined in Regulation S of the Securities
Act ("Regulation S"), in a transaction meeting the requirements of Regulation S.

     2. Representations, Warranties and Covenants of the Seller, FSC and the
Servicer.

          (a) The Seller represents and warrants to, and agrees with the Initial
     Purchaser that:

          (i) The Final Memorandum contains all information material to an
     investor's decision to purchase the Offered Certificates. The Final
     Memorandum, as of its date and any amendment thereof or supplement thereto,
     as of their respective dates, and in each case as of the Issuance Date,
     does not and will not, as of such dates and at such times, contain any
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading
     except that the representations and warranties in this clause (i) do not
     relate to any statements or omissions made in reliance on and in conformity
     with the Initial Purchaser Information (as defined in Section 7(b)).

          (ii) As of the Issuance Date (as defined herein), the representations
     and warranties of the Seller in each of the Related Documents to which it
     is a party will be true and correct in all material respects except to the
     extent that such representations and warranties specifically relate to a
     date other than the Issuance Date.

          (iii) The Seller has been duly organized and is validly existing as a
     Delaware corporation in good standing under the laws of the State of
     Delaware, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Preliminary
     Memorandum and the Final Memorandum, and has been duly qualified (or is
     exempt from such requirement) as a foreign corporation for the transaction
     of business and is in good standing under the laws of each other
     jurisdiction in which it owns or leases properties, or conducts any
     business, so as to require such qualification, other than where the failure
     to be so qualified or in good standing would not have a material adverse
     effect on the Seller and its Affiliates taken as a whole or on the
     transactions contemplated by this Agreement and the Related Documents.

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<PAGE>

          (iv) The Certificates have been duly authorized for issuance and sale,
     and, when issued and delivered pursuant to the Supplemented Pooling
     Agreement, executed by the Seller and duly authenticated by the Trustee,
     will be duly and validly executed, authenticated, issued, delivered and
     entitled to the benefits provided by the Supplemented Pooling Agreement;
     each of this Agreement and the Related Documents to which the Seller is a
     party has been duly authorized by the Seller, and, when executed and
     delivered by the other parties thereto, each of this Agreement and the
     Related Documents to which the Seller is a party will constitute a valid,
     binding and enforceable agreement of the Seller; provided that with respect
     to all such documents such enforceability may be limited by applicable
     bankruptcy, insolvency, reorganization, moratorium or other similar laws
     now or hereafter in effect affecting the enforcement of creditors' rights
     in general and such enforceability may be limited by general principles of
     equity (whether considered in a suit at law or in equity) and subject to
     the unenforceability, under certain circumstances, of provisions
     indemnifying a party against liability where such indemnification is
     contrary to public policy; and the Offered Certificates and the Related
     Documents will conform to the descriptions thereof in the Final Memorandum
     in all material respects.

          (v) No consent, approval, authorization or order of, or filing with,
     any court, governmental agency or body is required to be obtained or made
     by the Seller in connection with (i) the issuance and sale of the
     Certificates or (ii) the consummation of the transactions contemplated by
     the Related Documents, except such as have been obtained or made and
     remain, and will continue to remain, in full force and effect, such as may
     be required under state securities laws and the filing of any financing
     statements required to perfect the Trust's and the Seller's interest in the
     Receivables.

          (vi) The execution, delivery and performance of this Agreement and the
     other Related Documents, and the issuance and sale of the Certificates, the
     compliance with the terms and provisions hereof and thereof and the
     consummation of the transactions contemplated herein and therein will not
     result in a breach or violation of any of the terms and provisions of, or
     constitute a default under, the certificate of incorporation or by-laws of
     the Seller or result in a breach or violation of any of the terms and
     provisions of, or constitute a default under, or result in the creation or
     imposition of any Lien under, any statute, any rule, regulation or order of
     any governmental agency or body or any court, domestic or foreign, having
     jurisdiction over it or any of its properties, or any agreement or
     instrument to which it is a party or by which it is bound or to which any
     of the properties of it is subject, and it has full power and authority
     (corporate and otherwise) to enter into this Agreement and the Related
     Documents to which it is a party and to consummate the transactions
     contemplated hereby and thereby, including the full power and authority to
     sell the Offered Certificates as contemplated by this Agreement.

          (vii) Other than as set forth or contemplated in the Final Memorandum,
     there are no legal or governmental proceedings or investigations pending
     or, to its knowledge, threatened to which it is or may be a party or to
     which any of its property is or may be the subject (x) which, if determined
     adversely to the Seller, could individually or in the aggregate reasonably
     be expected to have a material adverse effect on the general affairs,
     business, prospects, management, financial position, stockholders' equity
     or results of operations of the Seller and its Affiliates, taken as a
     whole, or that would reasonably be expected to materially adversely affect
     the interests of the holders of the Certificates, (y) asserting the
     invalidity of this Agreement, any of the Related Documents or the Offered
     Certificates or (z) seeking to prevent the issuance of the Offered
     Certificates or of any of the transactions contemplated by this Agreement
     or any of the Related Documents.

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<PAGE>

          (viii) Any United States taxes, fees and other governmental charges in
     connection with the execution, delivery and performance by the Seller of
     this Agreement or the other Related Documents shall have been paid or will
     be paid by or on behalf of the Seller at or prior to the Issuance Date to
     the extent then due.

          (ix) No Early Amortization Event, and no event that would become an
     Early Amortization Event after any applicable grace period has elapsed,
     exists with respect to any outstanding Series of Certificates issued by the
     Trust and no event has occurred that would constitute (after the issuance
     of the Certificates) an Early Amortization Event or would become an Early
     Amortization Event after any applicable grace period has elapsed.

          (x) Except as set forth in or contemplated in the Final Memorandum,
     there has been no material adverse change in the condition (financial or
     otherwise) of the Seller since February 2, 2002.

          (xi) Assuming that (i) the Offered Certificates are offered and sold
     in the manner contemplated in this Agreement and in the Final Memorandum,
     (ii) the Initial Purchaser complies with the agreements and covenants
     contained in this Agreement, ING complies with the agreements and covenants
     contained in the Class C Placement Agreement, (iii) the representations
     made in this Agreement by the Initial Purchaser and in the Class C
     Placement Agreement by ING are true and correct, and (iv) the
     representation and warranties made or deemed to be made by the purchasers
     of the Certificates are true and correct, the Offered Certificates are not
     required to be registered under Section 5 of the Securities Act in
     connection with the offer, issuance, sale and delivery thereof as
     contemplated by the Final Memorandum and this Agreement and neither the
     Seller nor any agent acting on its behalf (other than the Initial
     Purchaser), has taken or will take any action which would subject the
     offer, issuance, sale or delivery of the Offered Certificates to the
     provisions of Section 5 of the Securities Act or to the registration
     provisions of any state securities laws of any applicable jurisdiction.

          (xii) Neither the Seller nor any of its Affiliates has directly or
     through any agent (it being understood that the Seller makes no
     representation and warranty in this regard with respect to the Initial
     Purchaser or any affiliates of the Initial Purchaser) engaged in any
     "directed selling efforts" (as defined in Rule 902(c) under Regulation S)
     with respect to the Offered Certificates. The Seller and its affiliates and
     any agent acting on their behalf (it being understood that the Seller makes
     no representation or warranty in this regard with respect to the Initial
     Purchaser or any affiliates of the Initial Purchaser) have complied with
     the "offering restrictions" (as defined in Rule 902(g) under Regulation S)
     with respect to Offered Certificates sold outside the United States.

          (xiii) None of the Seller, any of its Affiliates or any person or
     entity acting on its or their behalf (it being understood that the Seller
     makes no representation or warranty in this regard with respect to the
     Initial Purchaser or any affiliates of the Initial Purchaser) within the
     six months preceding the date of this Agreement, (A) has offered or sold
     any securities which are substantially similar to the Offered Certificates
     the result of which would cause the offer and sale of any of the Offered
     Certificates pursuant to this Agreement to fail to be entitled to exemption
     from registration under the Securities Act or (B) has offered or will offer
     to sell the Offered Certificates in the United Sates by means of any form
     of general solicitation or general advertising within the meaning of Rule
     502(c) under the Securities Act.

          (xiv) Neither the Seller nor the Trust is required (or after giving
     effect to the transactions contemplated by the Related Documents, will be
     required) to be registered as an


                                       4
<PAGE>

     "investment company" as such term is defined in the Investment Company Act
     of 1940, as amended (the "1940 Act").

          (xv) The Seller agrees that the Offered Certificates have not been and
     will not be registered under the Securities Act and that the Offered
     Certificates will be issued only in reliance upon an exemption therefrom.
     The Seller further agrees that it shall only sell Offered Certificates to
     (i) QIBs in reliance upon Rule 144A under the Securities Act and (ii)
     non-U.S. persons outside the United States, as defined in Regulation S.

          (b) Fashion Service Corp. ("FSC") represents and warrants to, and
     agrees with the Initial Purchaser, that:

          (i) As of the Issuance Date (as defined herein), the representations
     and warranties of Spirit of America in each of the Related Documents to
     which it is a party will be true and correct except to the extent that such
     representations and warranties specifically relate to a date other than the
     Issuance Date.

          (ii) FSC has been duly organized and is validly existing as a Delaware
     corporation in good standing under the laws of the State of Delaware, with
     power and authority (corporate and other) to own its properties and conduct
     its business as currently conducted, and has been duly qualified (or is
     exempt from such requirement) as a foreign corporation for the transaction
     of business and is in good standing under the laws of each other
     jurisdiction in which it owns or leases properties, or conducts any
     business, so as to require such qualification, other than where the failure
     to be so qualified or in good standing would not have a material adverse
     effect on FSC and its Affiliates taken as a whole or on the transactions
     contemplated by this Agreement and the Related Documents.

          (iii) Spirit of America is a national banking association duly
     organized, validly existing and in good standing under the laws of the
     United States of America, and has full corporate power, authority and legal
     right to own its properties and conduct its business as described in the
     Preliminary Memorandum and the Final Memorandum, and has been duly
     qualified (or is exempt from such requirement) as a foreign corporation for
     the transaction of business and is in good standing under the laws of each
     jurisdiction in which it owns or leases properties, or conducts any
     business, so as to require such qualification, other than where failure to
     be so qualified or in good standing would not have a material adverse
     effect on Spirit of America and its subsidiaries taken as a whole or on the
     transactions contemplated by this Agreement and the Related Documents.

          (iv) This Agreement has been duly authorized, executed and delivered
     by FSC, and, when executed and delivered by the other parties hereto will
     constitute a valid, binding and enforceable agreement of FSC; provided that
     such enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws now or hereafter in effect
     affecting the enforcement of creditors' rights in general and such
     enforceability may be limited by general principles of equity (whether
     considered in a suit at law or in equity) and subject to the
     unenforceability, under certain circumstances, of provisions indemnifying a
     party against liability where such indemnification is contrary to public
     policy.

          (v) The Purchase Agreement has been duly authorized, executed and
     delivered by Spirit of America and constitutes a valid, binding and
     enforceable agreement of Spirit of America; provided that such
     enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws now or hereafter in effect
     affecting the


                                       5
<PAGE>

     enforcement of creditors' rights in general and such enforceability may be
     limited by general principles of equity (whether considered in a suit at
     law or in equity) and subject to the unenforceability, under certain
     circumstances, of provisions indemnifying a party against liability where
     such indemnification is contrary to public policy.

          (vi) No consent, approval, authorization or order of, or filing with,
     any court, governmental agency or body is required to be obtained or made
     by FSC for the consummation of the transactions contemplated by this
     Agreement, or by Spirit of America for the consummation of the transactions
     contemplated by the Purchase Agreement, except such as have been obtained
     or made and remain, and will continue to remain, in full force and effect,
     such as may be required under state securities laws and the filing of any
     financing statements required to perfect the Trust's and the Seller's
     interest in the Receivables.

          (vii) The execution, delivery and performance of this Agreement by
     FSC, the compliance with the terms and provisions hereof and the
     consummation of the transactions contemplated herein and therein will not
     result in a breach or violation of any of the terms and provisions of, or
     constitute a default under, the certificate of incorporation or by-laws of
     FSC or result in a breach or violation of any of the terms and provisions
     of, or constitute a default under, or result in the creation or imposition
     of any Lien under, any statute, any rule, regulation or order of any
     governmental agency or body or any court, domestic or foreign, having
     jurisdiction over it or any of its properties, or any agreement or
     instrument to which it is a party or by which it is bound or to which any
     of the properties of it is subject, and it has full power and authority
     (corporate and otherwise) to enter into this Agreement and to consummate
     the transactions contemplated hereby.

          (viii) The execution, delivery and performance of the Purchase
     Agreement by Spirit of America, the compliance with the terms and
     provisions thereof and the consummation of the transactions contemplated
     herein and therein will not result in a breach or violation of any of the
     terms and provisions of, or constitute a default under, Spirit of America's
     charter or by-laws or result in a breach or violation of any of the terms
     and provisions of, or constitute a default under, or result in the creation
     or imposition of any Lien under, any statute, any rule, regulation or order
     of any governmental agency or body or any court, domestic or foreign,
     having jurisdiction over Spirit of America or any of its properties, or any
     agreement or instrument to which Spirit of America is a party or by which
     it is bound or to which any of the properties of it is subject, and Spirit
     of America has full power and authority (corporate and otherwise) to enter
     into the Purchase Agreement and to consummate the transactions contemplated
     thereby.

          (ix) Other than as set forth or contemplated in the Final Memorandum,
     there are no legal or governmental proceedings or investigations pending
     or, to its knowledge, threatened to which Spirit of America is or may be a
     party or to which any of Spirit of America's property is or may be the
     subject (x) which, if determined adversely to Spirit of America, could
     individually or in the aggregate reasonably be expected to have a material
     adverse effect on the general affairs, business, prospects, management,
     financial position, stockholders' equity or results of operations of Spirit
     of America and its Affiliates, taken as a whole, or that would reasonably
     be expected to materially adversely affect the interests of the holders of
     the Certificates, (y) asserting the invalidity of this Agreement, any of
     the Related Documents or the Offered Certificates or (z) seeking to prevent
     the issuance of the Offered Certificates or of any of the transactions
     contemplated by this Agreement or any of the Related Documents.

          (x) Any United States taxes, fees and other governmental charges in
     connection with the execution, delivery and performance by the Servicer of
     this Agreement or the other Related


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<PAGE>

     Documents shall have been paid or will be paid by or on behalf of the
     Seller at or prior to the Issuance Date to the extent then due.

          (xi) Except as set forth in or contemplated in the Final Memorandum,
     there has been no material adverse change in the condition (financial or
     otherwise) of FSC or any of its subsidiaries since February 2, 2002.

     (c) Servicer represents and warrants to, and agrees with the Initial
Purchaser, that:

          (i) As of the Issuance Date (as defined herein), the representations
     and warranties of the Servicer in each of the Related Documents to which it
     is a party will be true and correct except to the extent that such
     representations and warranties specifically relate to a date other than the
     Issuance Date.

          (ii) The Servicer has been duly organized and is validly existing as a
     Delaware corporation in good standing under the laws of the State of
     Delaware, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Preliminary
     Memorandum and the Final Memorandum, and has been duly qualified (or is
     exempt from such requirement) as a foreign corporation for the transaction
     of business and is in good standing under the laws of each other
     jurisdiction in which it owns or leases properties, or conducts any
     business, so as to require such qualification, other than where the failure
     to be so qualified or in good standing would not have a material adverse
     effect on the Servicer and its Affiliates taken as a whole or on the
     transactions contemplated by this Agreement and the Related Documents.

          (iii) Each of this Agreement and the Related Documents to which the
     Servicer is a party has been duly authorized by the Servicer, and, when
     executed and delivered by the other parties thereto, each of this Agreement
     and the Related Documents to which the Servicer is a party will constitute
     a valid, binding and enforceable agreement of the Servicer; provided that
     with respect to all such documents such enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium or other
     similar laws now or hereafter in effect affecting the enforcement of
     creditors' rights in general and such enforceability may be limited by
     general principles of equity (whether considered in a suit at law or in
     equity) and subject to the unenforceability, under certain circumstances,
     of provisions indemnifying a party against liability where such
     indemnification is contrary to public policy.

          (iv) No consent, approval, authorization or order of, or filing with,
     any court, governmental agency or body is required to be obtained or made
     by the Servicer in connection with the consummation of the transactions
     contemplated by the Related Documents, except such as have been obtained or
     made and remain, and will continue to remain, in full force and effect,
     such as may be required under state securities laws and the filing of any
     financing statements required to perfect the Trust's and the Seller's
     interest in the Receivables.

          (v) The execution, delivery and performance of this Agreement and the
     other Related Documents, the compliance with the terms and provisions
     hereof and thereof and the consummation of the transactions contemplated
     herein and therein will not result in a breach or violation of any of the
     terms and provisions of, or constitute a default under, its certificate of
     incorporation or by-laws or result in a breach or violation of any of the
     terms and provisions of, or constitute a default under, or result in the
     creation or imposition of any Lien under, any statute, any rule, regulation
     or order of any governmental agency or body or any court, domestic or
     foreign, having jurisdiction over it or any of its properties, or any
     agreement or instrument to


                                       7
<PAGE>

     which it is a party or by which it is bound or to which any of the
     properties of it is subject, and it has full power and authority (corporate
     and otherwise) to enter into this Agreement and the Related Documents to
     which it is a party and to consummate the transactions contemplated hereby
     and thereby.

          (vi) Other than as set forth or contemplated in the Final Memorandum,
     there are no legal or governmental proceedings or investigations pending
     or, to its knowledge, threatened to which it is or may be a party or to
     which any of its property is or may be the subject (x) which, if determined
     adversely to the Servicer, could individually or in the aggregate
     reasonably be expected to have a material adverse effect on the general
     affairs, business, prospects, management, financial position, stockholders'
     equity or results of operations of the Servicer and its Affiliates, taken
     as a whole or that would reasonably be expected to materially adversely
     affect the interests of the holders of the Certificates, (y) asserting the
     invalidity of this Agreement, any of the Related Documents or the Offered
     Certificates or (z) seeking to prevent the issuance of the Offered
     Certificates or of any of the transactions contemplated by this Agreement
     or any of the Related Documents.

          (vii) Any United States taxes, fees and other governmental charges in
     connection with the execution, delivery and performance by the Seller of
     this Agreement or the other Related Documents shall have been paid or will
     be paid by or on behalf of the Servicer at or prior to the Issuance Date to
     the extent then due.

          (viii) Except as set forth in or contemplated in the Final Memorandum,
     there has been no material adverse change in the condition (financial or
     otherwise) of the Servicer or any of its subsidiaries since February 2,
     2002.

     3. Payment and Delivery of Offered Certificates; Fees. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Seller agrees to sell to the Initial
Purchaser and the Initial Purchaser agrees to purchase $63,500,000 principal
amount of Class A Certificates and $16,500,000 principal amount of the Class B
Certificates. The Seller hereby agrees, that in consideration of the Initial
Purchaser's efforts in the resale of the Offered Certificates, it shall pay the
Initial Purchaser a fee equal to the sum of 0.45% of the aggregate original
principal amount of the Class A Certificates and 0.70% of the aggregate original
principal amount of the Class B Certificates (the "Initial Purchaser Fee"),
payable in full on November 22, 2002 (or such later date as may be mutually
agreed upon by the parties hereto) (the "Issuance Date"), to be paid by the
Seller by wire transfer in immediately available funds to an account designated
by the Initial Purchaser. The Class A Certificates are to be purchased at a
price equal to 100% of the principal amount thereof, and the Class B
Certificates are to be purchased at a price equal to 100% of the principal
amount thereof.

     The closing and sale of the Certificates (the "Closing") shall be held at
the offices of Mayer, Brown, Rowe & Maw in Chicago, Illinois, at 10:00 a.m.,
Chicago time, on the Issuance Date. Payment of the purchase price for the
Offered Certificates being sold and purchased hereunder shall be made on the
Issuance Date by wire transfer of immediately available funds to an account to
be designated by the Seller prior to the Issuance Date, against delivery to the
Initial Purchaser of the Offered Certificates registered in the name of Cede &
Co., the nominee of The Depository Trust Company ("DTC"). The Initial
Purchaser's interests as beneficial owners of the Offered Certificates will be
represented by book entries on the records of DTC and participating members
thereof.

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<PAGE>

     4. Certain Agreements of the Seller. The Seller agrees with the Initial
Purchaser that:

     (a) The Seller shall furnish such information, execute such instruments and
take such actions, if any, as may be reasonably requested by the Initial
Purchaser to effect the resale of the Offered Certificates under the securities
"blue sky" laws of each jurisdiction in which the Offered Certificates are
offered for sale or sold; provided that the Seller shall not be obligated to
qualify to do business in any jurisdiction in which it is not currently so
qualified; and provided, further, that the Seller shall not be required to file
a general consent to service of process in any jurisdiction.

     (b) The Seller shall furnish or make available to the Initial Purchaser or
its counsel such additional documents and information regarding the Seller, the
Servicer and Spirit of America and their respective affairs as the Initial
Purchaser may from time to time reasonably request, including any and all
documentation reasonably requested in connection with its due diligence efforts
regarding information in the Preliminary Memorandum and the Final Memorandum and
in order to evidence the accuracy or completeness of any of the conditions
contained in this Agreement; and all actions taken by the Seller to authorize
the sale of the Offered Certificates shall be reasonably satisfactory in form
and substance to the Initial Purchaser.

     (c) In order to render the Offered Certificates eligible for resale
pursuant to Rule 144A, the Seller shall make or cause to be made available to
any beneficial owner of the Offered Certificates in connection with any sale
thereof and any prospective purchaser of such Offered Certificates from such
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act.

     (d) The Seller will not at any time offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, any securities under
circumstances where such offer, sale, pledge, contract or disposition would
cause the exemption afforded by the Securities Act to cease to be applicable to
the offer and sale of the Offered Certificates hereunder.

     (e) The Seller shall, at all times upon reasonable request of a purchaser
of the Offered Certificates or its advisors, or both, from the date hereof
through the Issuance Date, (i) make available to each purchaser of the Offered
Certificates or its advisors, or both, prior to acceptance of its purchase, such
information (in addition to that contained in the Preliminary Memorandum or the
Final Memorandum) concerning the offering, the Seller, the Servicer, Spirit of
America and any other relevant matters as it possesses or can acquire without
unreasonable effort or expense and (ii) provide each purchaser of the Offered
Certificates or its advisers, or both, prior to acceptance of its subscription,
the opportunity to ask questions of, and receive answers from, the Seller, the
Servicer and Spirit of America with respect to such matters. The Seller agrees
that it will not and will cause its affiliates (as defined in Rule 501(b) of
Regulation D under the Securities Act) not to solicit any offer to buy or make
any offer or sale of or otherwise negotiate in respect of, the Offered
Certificates if, as a result of the doctrine of "integration" referred to in
Rule 502 under the Securities Act, such offer or sale would render invalid (for
the purposes of (i) the sale of the Offered Certificates from Seller to the
Initial Purchaser, (ii) the resale of the Offered Certificates by the Initial
Purchaser to subsequent purchasers or (iii) the resale of the Offered
Certificates by such subsequent purchasers to others) the exemption from the
registration requirements of the Securities Act provided by Section 4(2) thereof
or by Rule 144A or by Regulation S thereunder or otherwise.

                                       9
<PAGE>

     (f) The Seller agrees that neither it nor any of its affiliates (as defined
in Rule 501(b) of Regulation D under the Securities Act) will directly or
through any person acting on its behalf, assuming the accuracy of the
representations and warranties of the Initial Purchaser in Section 5: (i) engage
in any form of general solicitation or general advertising in connection with
the offering or sale of the Offered Certificates in the United States (as those
terms are used in Regulation D under the Securities Act) or in any manner
involving a public offering within the meaning of Section 4(2) of the Securities
Act or (ii) engage in any "directed selling efforts" (as defined in Rule 902(c)
under Regulation S) with respect to the Offered Certificates. The Seller agrees
that it and its affiliates (as defined in Rule 501(b) of Regulation D under the
Securities Act) and any person acting on its behalf, assuming the accuracy of
the representations and warranties of the Initial Purchaser in Section 5, will
comply with the "offering restrictions" (as defined in Rule 902(g) under
Regulation S) with respect to any Offered Certificates sold outside the United
States.

     (g) Whether or not the transactions contemplated by this Agreement are
terminated for any reason, the Seller agrees to pay promptly all costs and
expenses incident to the performance by the Seller of its obligations hereunder,
including, without limitation, (i) the preparation, reproduction and printing
(to the extent such documents are printed) of the Preliminary Memorandum and the
Final Memorandum and all amendments or supplements thereto (including the
exhibits thereto), the Pooling Agreement, the Series Supplement, the
Certificates, this Agreement and the other Related Documents, (ii) the
preparation, authentication, issuance and delivery of the Offered Certificates,
(iii) the expenses, if any, of registering or qualifying the Offered
Certificates under state securities or "blue sky" laws, (iv) the fees and
expenses of the Seller's accountants and of reasonable fees and expenses of
counsel for the Seller, (v) the reasonable fees and disbursements of counsel for
the Initial Purchaser, (vi) the furnishing to the Initial Purchaser of such
copies of the Preliminary Memorandum and the Final Memorandum and all amendments
or supplements thereto (including the exhibits thereto) as may be requested for
use in connection with the offering and sale of the Offered Certificates, (vii)
fees of each Rating Agency in connection with their ratings of the Offered
Certificates, (viii) fees of the Trustee under the Pooling Agreement (including
the fees and expenses of its counsel which the Seller shall be obligated to pay
pursuant to this clause (viii)), and (ix) the Seller's performance of and
compliance with all agreements and conditions contained herein, in the Pooling
Agreement, the Series Supplement, the Certificates and the other Related
Documents on its part to be performed or complied with. In addition to the
foregoing, whether or not the transactions contemplated by this Agreement are
consummated for any reason (other than as a result of a default by ING hereunder
or under the Class C Placement Agreement or the occurrence of an event specified
in clause (iii), (iv) or (v) of Section 6(b)), the Seller shall promptly
reimburse the Initial Purchaser for all reasonable out-of-pocket expenses
(including fees and disbursements of counsel) incurred by the Initial Purchaser
in connection with the offering of the Certificates.

     (h) To the extent, if any, that the ratings provided with respect to the
Offered Certificates by either Rating Agency is conditional upon the furnishing
of documents or the taking of any other reasonable actions by the Seller, the
Seller shall, subject to availability and the reasonableness of such document
request, furnish such documents and take any such other reasonable actions.

     (i) During the period any Offered Certificates shall remain outstanding,
the Seller will furnish or will cause to be furnished to the Initial Purchaser,
copies of all reports or other communication (financial or other) furnished to
the holders of the Offered Certificates.

                                       10
<PAGE>

     5. Representations, Warranties and Covenants of the Initial Purchaser. The
Initial Purchaser represents and warrants to, and agrees with the Seller, the
Servicer and FSC as of the date hereof, and as of the Issuance Date, that:

          (a) The Initial Purchaser understands that the Offered Certificates
     have not been and will not be registered under the Securities Act in
     reliance upon an exemption therefrom, or registered or qualified under the
     securities or "blue sky" laws of any state in the United States. It has
     advised Seller that it proposes to offer the Offered Certificates for
     resale upon the terms and conditions set forth herein and in the Final
     Memorandum, and it will furnish to each person purchasing the Offered
     Certificates from it, the Final Memorandum and any amendment or supplement
     thereto. In addition to the foregoing, it will not offer, sell, transfer,
     pledge, hypothecate or otherwise dispose of the Offered Certificates except
     in accordance with this Agreement and the Supplemented Pooling Agreement.

          (b) The Initial Purchaser shall not utilize any form of general
     solicitation or general advertising within the meaning of Rule 502(c) of
     the Securities Act in connection with the resale of the Offered
     Certificates, including any advertisement, article, notice or other
     communication published in any newspaper, magazine or similar medium or
     broadcast over television or radio, or conduct any seminar or meeting with
     respect to the Offered Certificates whose attendees have been invited by
     general solicitation or general advertising or other action involving a
     public offering within the meaning of Section 4(2) of the Securities Act.

          (c) It is an "accredited investor" (as defined in Regulation D under
     the Securities Act) and a QIB within the meaning of Rule 144A, purchasing
     the Offered Certificates. It has such knowledge and experience in financial
     and business matters that it is capable of evaluating the merits and risks
     of an investment in the Offered Certificates.

          (d) It will offer or sell the Offered Certificates only to (i) persons
     whom it reasonably believes to be QIBs, purchasing the Offered Certificates
     for their own account or for the account of other investors who are QIBs in
     transactions meeting the requirements of Rule 144A and (ii) non-U.S.
     persons (as defined in Regulation S) in offshore transactions (as defined
     in Regulation S) made in compliance with Regulation S. It agrees that it
     will not offer, sell or deliver any of the Offered Certificates in any
     jurisdiction outside the United States (as defined in Regulation S) except
     under circumstances which will result in compliance with the applicable
     laws thereof, and that it will take whatever action is required to permit
     its offer and resale of the Offered Certificates in such jurisdictions.

          (e) [reserved].

          (f) [reserved].

          (g) [reserved].

          (h) The Initial Purchaser represents and warrants that (x) it has
     complied and shall comply with all applicable provisions of the Financial
     Services and Markets Act 2000 ("FSMA") and the Public Offers of Securities
     Regulations 1995, as amended (the "Regulations") with respect to anything
     done by it in relation to the Offered Certificates in, from or otherwise
     involving the United Kingdom; (y) it has only communicated or caused to be
     communicated and it will only communicate or cause to be communicated any
     invitation or inducement to engage in investment activity (within the
     meaning of section 21 of FSMA) received by it in connection with the issue
     or sale of any Offered Certificates in circumstances in which section 21(1)
     of the FSMA


                                       11
<PAGE>

     does not apply to the Seller or the Servicer; and (z) it has not offered or
     sold and, prior to the date which is six months after the date of issue of
     the Offered Certificates will not offer or sell any Offered Certificates to
     persons in the United Kingdom except to persons whose ordinary activities
     involve them in acquiring, holding, managing, or disposing of investments
     (as principal or agent) for the purposes of their businesses or otherwise
     in circumstances which do not constitute an offer to the public in the
     United Kingdom for purposes of the Regulations.

          (i) It represents and warrants that (i) it is duly authorized and
     empowered to execute, deliver and perform this Agreement; (ii) the person
     signing this Agreement on its behalf has been duly authorized to do so; and
     (iii) the execution, delivery and performance of this Agreement does not
     and will not conflict with, violate or constitute a default under any
     applicable law or regulation, its articles of organization or other
     organizational document or by-laws.

     The Initial Purchaser acknowledges that the Seller and others will rely
     upon the truth and accuracy of the foregoing acknowledgments,
     representations and agreements.

     6. Conditions of the Obligations of the Initial Purchaser. The Initial
Purchaser's obligations hereunder will be subject to the accuracy of the
representations and warranties herein made on the part of the Seller, FSC and
the Servicer, to the accuracy of the statements of the officers of each of the
Seller and the Servicer made pursuant to the provisions hereof, to the
performance by the Seller and the Servicer of their respective obligations
hereunder and to the following additional conditions precedent:

          (a) The Initial Purchaser shall have received fully executed copies of
     this Agreement, the Supplemented Pooling Agreement and the other Related
     Documents duly executed and delivered by the parties thereto; and all
     documents incident hereto and all Related Documents shall be satisfactory
     in form and substance to the Initial Purchaser and its counsel. The Initial
     Purchaser and its counsel shall have received such information,
     certificates, reliance letters and documents as they may reasonably
     request.

          (b) Subsequent to the execution and delivery of this Agreement and
     prior to the Issuance Date, there shall not have occurred (i) any change,
     or any development involving a prospective change, in or affecting
     particularly the business or properties of the Seller, the Servicer or
     Spirit of America which, in the reasonable judgment of the Initial
     Purchaser after consultation with the Seller, the Servicer and Charming,
     materially impairs the investment quality of the Offered Certificates; (ii)
     any reduction in or withdrawal of the rating of any debt securities of the
     Seller, the Servicer or any Affiliate thereof by any "nationally recognized
     statistical rating organization" (as defined for purposes of Rule 436(g)
     under the Securities Act), or any public announcement that any such
     organization has under surveillance or review its rating of any debt
     securities of the Seller, the Servicer or any Affiliate thereof (other than
     an announcement with positive implications of a possible upgrading, and no
     implication of a possible reduction in or withdrawal of such rating); (iii)
     any suspension or limitation of trading in securities generally on the New
     York Stock Exchange, or any setting of minimum prices for trading on such
     exchange, or any suspension of trading of any securities of the Seller or
     the Servicer or any Affiliate of the Seller or the Servicer on any exchange
     or in the over-the-counter market; (iv) any banking moratorium declared by
     Federal authorities; or (v) any outbreak or escalation of major hostilities
     in which the United States is involved, any declaration of war by Congress
     or any other substantial national or international calamity or emergency
     if, in the reasonable judgment of the Initial Purchaser, the effect of any
     such outbreak, escalation, declaration, calamity, emergency or change makes
     it impractical or inadvisable to proceed with completion of the resale of
     the Offered Certificates.

                                       12
<PAGE>

          (c) The Initial Purchaser shall have received an opinion of Colin D.
     Stern, Esq., Executive Vice President and General Counsel to Charming,
     dated the Issuance Date and addressed to the Initial Purchaser, regarding
     general corporate matters with respect to the Seller, the Servicer, FSC and
     Spirit of America, in form and substance satisfactory to the Initial
     Purchaser and its counsel.

          (d) The Initial Purchaser shall have received an opinion of Mayer,
     Brown, Rowe & Maw, counsel for the Seller and the Servicer, dated the
     Issuance Date and addressed to the Initial Purchaser, regarding general
     corporate matters and enforceability of the Related Documents with respect
     to the Seller and the Servicer, in form and substance satisfactory to the
     Initial Purchaser and its counsel. The Initial Purchaser shall have
     received an opinion of local tax counsel for the Seller and the Servicer,
     each dated the Issuance Date, regarding certain Ohio, Georgia and Florida
     matters.

          (e) The Initial Purchaser shall have received an opinion of Mayer,
     Brown, Rowe & Maw, dated the Issuance Date and addressed to the Initial
     Purchaser, regarding the substantive consolidation of the assets and
     liabilities of the Seller and Spirit of America, in form and substance
     satisfactory to the Initial Purchaser and its counsel.

          (f) The Initial Purchaser shall have received opinions of Mayer,
     Brown, Rowe & Maw, dated the Issuance Date and addressed to the Initial
     Purchaser, to the effect that each of (i) the transfer of the Receivables
     from Spirit of America to the Seller and (ii) the transfer of Receivables
     from the Seller to the Trust creates a first priority perfected security
     interest in such Receivables in favor of the Seller and the Trustee, as
     applicable, in form and substance satisfactory to the Initial Purchaser and
     its counsel.

          (g) The Initial Purchaser shall have received an opinion of Mayer,
     Brown, Rowe & Maw, dated the Issuance Date and addressed to the Initial
     Purchaser, (i) with respect to the accuracy and completeness of certain
     information provided in the Final Memorandum and (ii) stating that the
     statements in the Final Memorandum under the heading "U.S. Federal Income
     Tax Consequences" accurately describe the material federal tax consequences
     to holders of the Offered Certificates, in form and substance satisfactory
     to the Initial Purchaser and its counsel.

          (h) The Initial Purchaser shall have received copies of executed UCC-1
     financing statements suitable for filing in the offices of the Secretaries
     of State of the State of Ohio, in the case of Spirit, and the State of
     Delaware, in the case of the Seller, reflecting the interests of the Seller
     and the Trust in the Receivables.

          (i) The Initial Purchaser shall have received an opinion from Pepper,
     Hamilton & Sheetz, counsel for the Trustee, dated the Issuance Date and
     addressed to the Initial Purchaser, with respect to general corporate
     matters, enforceability of the Related Documents to which the Trustee is a
     party and such other matters as the Initial Purchaser shall request, in
     form and substance satisfactory to the Initial Purchaser and its counsel.

          (j) The Initial Purchaser shall have received a certificate or
     certificates, dated the Issuance Date, of a vice president or more senior
     officer of each of the Seller, FSC and the Servicer in which such officer,
     to the best of his or her knowledge after reasonable investigation, shall
     state that (A) the representations and warranties of the Seller, FSC and
     the Servicer, as applicable, contained in this Agreement are true and
     correct in all material respects on and as of the Issuance Date, (B) the
     Seller, FSC or the Servicer, as applicable, has complied with all
     agreements and satisfied all conditions on its part to be performed or
     satisfied hereunder at or


                                       13
<PAGE>

     prior to the Issuance Date, (C) the representations and warranties of the
     Seller, FSC or the Servicer, as applicable, in the Related Documents to
     which it is a party are true on the Issuance Date, except to the extent
     such representations and warranties relate to an earlier date, and (D)
     subsequent to the date as of which information is given in the Final
     Memorandum, and except as set forth or contemplated in the Final Memorandum
     or such certificate, there has been no material adverse change in the
     condition (financial or otherwise) of the Seller, FSC or the Servicer, as
     applicable, or any of their respective Affiliates.

          (k) The Initial Purchaser shall have received a letter of Ernst &
     Young addressed to the Seller and the Initial Purchaser regarding the
     Receivables, in form and substance satisfactory to the Initial Purchaser
     and its counsel.

          (l) The Initial Purchaser shall have received letters from each of the
     Rating Agencies stating that (i) the Class A Certificates have received a
     rating of AAA and Aaa by Standard & Poor's and Moody's, respectively, (ii)
     the Class B Certificates have received a rating of "A2" by Moody's, (iii)
     the Class C Certificates have received a rating of "Baa2" by Moody's and
     (iv) confirming that the rating of any certificates of any other Series
     issued by the Trust will not be withdrawn or reduced as a result of the
     issuance of the Certificates.

          (m) The Initial Purchaser shall have received from the Servicer (i) a
     Servicer Report dated as of the Closing Date, calculated after giving
     effect to all transactions contemplated on the Closing Date and (ii) the
     most recent servicer reports for each other outstanding series.

          (n) The Seller and the Servicer will furnish the Initial Purchaser
     with such number of conformed copies of such opinions, certificates,
     letters and documents as it may reasonably request.

     If any condition specified in this Section shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by the
Initial Purchaser by notice to the Seller at any time at or prior to the
Issuance Date, and such termination shall be without liability of any party to
any other party except as provided in Section 8.

     7. Indemnification and Contribution.

          (a) Each of the Seller, the Servicer and Charming shall, jointly and
     severally, indemnify and hold harmless the Initial Purchaser, the
     directors, officers, employees, affiliates and agents of the Initial
     Purchaser, and each person, if any, who controls the Initial Purchaser
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") (each an
     "Indemnified Party"), (i) against any and all losses, claims, damages,
     expenses or liabilities to which an Indemnified Party may become subject,
     under the Securities Act or the Exchange Act or otherwise, insofar as such
     losses, claims, damages, expenses or liabilities, joint or several (or
     actions in respect thereof) arise out of an untrue statement or alleged
     untrue statement of any material fact contained in (x) the Final Memorandum
     or (y) any materials distributed by the Initial Purchasers to prospective
     purchasers of the Offered Certificates, which materials are attached hereto
     as Exhibit A, to the extent not in conflict with the Final Memorandum, in
     each case as of the respective dates thereof, or arise out of or are based
     upon the omission or alleged omission to state therein a material fact
     required to be stated therein or necessary in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading, (ii) against any and all losses, claims, damages or
     liabilities, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation or any investigation or proceeding by any
     governmental agency or


                                       14
<PAGE>

     body, commenced or threatened, or of any claim whatsoever arising out of or
     based upon any such untrue statement or omission, or any such alleged
     untrue statement or omission, if such settlement is effected with the prior
     written consent of the Seller, Charming or the Servicer; and (iii) against
     any and all expenses whatsoever (including the fees and disbursements of
     outside counsel of the Indemnified Party) reasonably incurred in
     investigating, preparing and defending against any litigation, or any
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, or any claim whatsoever based upon any such untrue statement
     or omission, or any alleged untrue statement or omission, to the extent any
     such expense is not paid under (ii) or (iii) above as such are incurred;
     provided, however, that neither the Seller, Charming nor the Servicer will
     be liable in any such case to the extent that any such loss, claim, damage,
     expense or liability arises out of or is based upon an untrue statement or
     alleged untrue statement in or omission or alleged omission from any of
     such documents in reliance upon and in conformity with written information
     furnished to the Seller, Charming or the Servicer by the Initial Purchaser
     or any person that directly or indirectly, is in control of, controlled by,
     or under common control with the Initial Purchaser specifically for use
     therein, it being understood and agreed that the only such information
     consists of the information described as such in subsection (b) below;
     provided, further, that none of Seller, the Servicer or Charming will be
     liable under the indemnity agreement in this subsection (a) with respect to
     the Final Memorandum to the extent that any loss, claim, damage or
     liability of the Initial Purchaser (or any Person controlling the Initial
     Purchaser within the meaning of the Securities Act) results from the fact
     that the Initial Purchaser sold Offered Certificates to a person as to whom
     it is established that there was not sent or given, at or prior to
     consummation of such sale, a copy of the Final Memorandum (including any
     amendment or supplement but excluding documents incorporated by reference)
     if the Seller or the Servicer previously furnished copies of the Final
     Memorandum (including any amendment or supplement but excluding documents
     incorporated by reference) to the Initial Purchaser and the loss, claim,
     damage or liability of the Initial Purchaser (or any Person controlling the
     Initial Purchaser within the meaning of the Securities Act) results from an
     untrue statement or omission of a material fact contained in the Final
     Memorandum that is corrected any amendment or supplement to the Final
     Memorandum.

          (b) The Initial Purchaser agrees to indemnify and hold harmless each
     of the Servicer, FSC and the Seller and each person, if any, who controls
     the Servicer, Charming or the Seller within the meaning of Section 15 of
     the Securities Act or Section 20 of the Exchange Act, (i) against any and
     all losses, claims, damages, expenses or liabilities, to which the Seller,
     Charming or such other person may become subject under the Securities Act
     or the Exchange Act or otherwise arising out of any untrue statement or
     alleged untrue statement of any material fact contained in any offering
     material or other information distributed by the Initial Purchaser or any
     person that, directly or indirectly, is in control of, is controlled by, or
     is under common control with, the Initial Purchaser within the meaning of
     Section 15 of the Securities Act or Section 20 of the Exchange Act, if
     related to the Offered Certificates or any omission or alleged omission
     from such offering material or other information of a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, but only to the
     extent that such untrue statement or alleged untrue statement or omission
     or alleged omission was made in reliance upon or in conformity with written
     information furnished to the Seller, Charming or the Servicer by the
     Initial Purchaser specifically for use therein, (ii) against any and all
     losses, claims, damages or liabilities, as incurred, to the extent of the
     aggregate amount paid in settlement of any litigation or any investigation
     or proceeding by any governmental agency or body, commenced or threatened,
     or of any claim whatsoever arising out of or based upon any such untrue
     statement or omission, or any such alleged untrue statement or omission, if
     such settlement is effected with the prior written consent of the Initial
     Purchaser; and (iii) against any and all expenses whatsoever (including the
     fees and disbursements of outside


                                       15
<PAGE>

     counsel of the Indemnified Party) reasonably incurred in investigating,
     preparing and defending against any litigation, or any investigation or
     proceeding by any governmental agency or body, commenced or threatened, or
     any claim whatsoever based upon any such untrue statement or omission, or
     any alleged untrue statement or omission, to the extent any such expense is
     not paid under (ii) or (iii) above as such are incurred. It is hereby
     acknowledged and agreed that the only such information furnished by the
     Initial Purchaser or any person in control of, controlled by or under
     common control with the Initial Purchaser consists of its name as it
     appears on the front page of the Preliminary Memorandum and the Final
     Memorandum and the information in the Preliminary Memorandum and the Final
     Memorandum in the second paragraph under the heading "Plan of Distribution"
     (the "Initial Purchaser Information").

          (c) Promptly after receipt by an indemnified party under this Section
     7 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under subsection (a) or (b) above, notify the indemnifying party of the
     commencement thereof; but the omission so to notify the indemnifying party
     will not relieve it from any liability which it may have to any indemnified
     party otherwise than under subsection (a) or (b) above except and to the
     extent of any prejudice to such indemnifying party arising from such
     failure to provide such notice. In case any such action is brought against
     any indemnified party and it notifies the indemnifying party of the
     commencement thereof, the indemnifying party will be entitled to
     participate therein and, to the extent that it may elect by written notice
     to the indemnified party, jointly with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party),
     provided that if the defendants in any such action include both the
     indemnified party and the indemnifying party and the indemnified party
     shall have concluded (based upon advice of counsel) that there may be legal
     defenses available to it which are inconsistent with those available to the
     indemnifying party, the indemnifying party shall not have the right to
     direct the defense of such action on behalf of such indemnified party, and
     the indemnified party shall have the right to select separate counsel to
     assert such legal defenses on its behalf, and after notice from the
     indemnifying party to such indemnified party of its election so to assume
     the defense thereof and approval by the indemnified party, the indemnifying
     party will not be liable to such indemnified party under this Section 7 for
     any legal or other expenses subsequently incurred by such indemnified party
     in connection with the defense thereof other than reasonable costs of
     investigation unless (i) the indemnified party shall have employed separate
     counsel in connection with the assertion of legal defenses in accordance
     with the preceding proviso (it being understood, however, that the
     indemnifying party shall not be liable for the expenses of more than one
     separate counsel (in addition to one local counsel in the jurisdiction in
     which any action is brought) representing the indemnified party who is a
     party to such action), (ii) the indemnifying party shall not have employed
     counsel satisfactory to the indemnified party to represent the indemnified
     party within a reasonable time after notice of commencement of the action
     and assumption of the defense thereof, or (iii) the indemnifying party has
     authorized in writing the employment of counsel for the indemnified party.
     No indemnifying party shall, without the prior written consent of the
     indemnified party, effect any settlement of any pending or threatened
     action in respect of which any indemnified party is or could have been a
     party and indemnity could have been sought hereunder by such indemnified
     party unless such settlement includes an unconditional release of such
     indemnified party from all liability on any claims that are the subject
     matter of such action. Servicer, Charming and Seller shall not be liable
     under this section for any settlement of any claim or action effected
     without their prior written consent, which shall not be unreasonably
     withheld.

                                       16
<PAGE>

          (d) If the indemnification provided for in this Section 7 is
     unavailable or insufficient to hold harmless an indemnified party under
     subsection (a) or (b) above, then in order to provide for just and
     equitable contribution, each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of the losses,
     claims, damages, expenses or liabilities referred to in subsection (a) or
     (b) above (i) in such proportion as is appropriate to reflect the relative
     benefits received by the Seller and the Servicer on the one hand and the
     Initial Purchaser on the other from the offering of the Offered
     Certificates, or (ii) if the allocation provided by clause (i) above is not
     permitted by applicable law, in such proportion as is appropriate to
     reflect not only the relative benefits referred to in clause (i) above but
     also the relative fault of the Seller, Charming and the Servicer on the one
     hand and the Initial Purchaser on the other in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities as well as any other relevant equitable considerations. The
     relative benefits received by the Seller, Charming and the Servicer on the
     one hand and the Initial Purchaser on the other shall be deemed to be in
     the same proportion as the total net proceeds from the sale of the Offered
     Certificates (before deducting expenses) received by the Seller bear to the
     Initial Purchaser Fee. The relative fault shall be determined by reference
     to, among other things, whether the untrue or alleged untrue statement of a
     material fact or the omission or alleged omission to state a material fact
     relates to information supplied by Seller, FSC or the Servicer, on the one
     hand, or information supplied by the Initial Purchaser, on the other hand,
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such untrue statement or omission with
     respect to the Offered Certificates and any other equitable consideration
     appropriate under the circumstances. The amount paid by an indemnified
     party as a result of the losses, claims, damages, expenses or liabilities
     referred to in the first sentence of this subsection (d) shall be deemed to
     include any expenses reasonably incurred by such indemnified party in
     connection with investigating or defending any action or claim which is the
     subject of this subsection (d). No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation.

          (e) The obligations of the Seller, Charming and the Servicer under
     this section shall be in addition to any liability which the Seller,
     Charming and the Servicer may otherwise have and shall extend, upon the
     same terms and conditions, to the directors and officers of the Initial
     Purchaser and each Person, if any, who controls the Initial Purchaser
     within the meaning of the Securities Act; and the obligations of the
     Initial Purchaser under this section shall be in addition to any liability
     which the Initial Purchaser may otherwise have and shall extend, upon the
     same terms and conditions and to each Person, if any, who controls the
     Seller, Charming or the Servicer within the meaning of the Securities Act.

     8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Seller, FSC or the Servicer or their respective officers and of the Initial
Purchaser or its officers set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of the Initial Purchaser, the
Seller, FSC or the Servicer or any of their respective representatives, officers
or directors or any controlling person, and will survive delivery of and payment
for the Offered Certificates. If this Agreement is terminated, in whole or in
part, or for any reason other than solely because of the occurrence of an event
specified in clauses (iii), (iv) or (v) of Section 6(b), and the purchase of the
Offered Certificates is not consummated, the Seller shall remain responsible for
the expenses to be paid or reimbursed by it pursuant to Section 4(i) and the
obligations of the Seller, FSC and the Servicer pursuant to Section 7 shall
remain in effect.

                                       17
<PAGE>

     9. Notices. All communications hereunder will be in writing and effective
only upon receipt, and, if sent to the Initial Purchaser, will be mailed,
delivered or telecopied and confirmed to the Initial Purchaser, at the following
address:

                  ING Financial Markets LLC
                  1325 Avenue of the Americas
                  8th Floor
                  New York, New York  10019
                  Attention:  Securitization Group

if sent to the Seller, FSC or the Servicer, will be mailed, delivered or
telecopied and confirmed to the Seller, FSC or the Servicer, at the following
address:

                  c/o Charming Shoppes, Inc.
                  450 Winks Lane
                  Bensalem, PA 19020
                  Attn: Kirk Simme

                  with a copy to:

                  General Counsel
                  Charming Shoppes, Inc.
                  3750 State Road
                  Bensalem, PA  19020

     10. Other Services. Nothing in this Agreement is intended to obligate or
commit the Initial Purchaser or any of its affiliates to provide any services
other than as set forth herein.

     11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.

     12. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF
LAWS PROVISIONS THEREOF.

     13. Benefit of Agreement. This Agreement shall inure to the benefit of and
be binding upon Seller, the Servicer, FSC, Charming, the Initial Purchaser, any
controlling persons referred to herein and their respective successors and
assigns. Nothing expressed or mentioned in this Agreement is intended or shall
be construed to give any other person, firm or corporation any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. No purchaser of Offered Certificates from the
Initial Purchaser shall be deemed to be a successor by reason merely of such
purchase.


                                       18
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicate hereof, whereupon it will
become a binding agreement among the Seller, the Servicer and the Initial
Purchaser in accordance with its terms.

                                     Very truly yours,

                                     CHARMING SHOPPES RECEIVABLES CORP.


                                     By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                     SPIRIT OF AMERICA, INC.


                                     By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                     FASHION SERVICE CORP.


                                     By:
                                     -------------------------------------------
                                     Name:
                                     Title:

The foregoing Certificate Purchase
  Agreement is hereby confirmed and
  accepted as of the date first
  above written:

ING FINANCIAL MARKETS LLC

By
  ----------------------------------
Name:
Title:



                                       19
<PAGE>


Section 7 of the foregoing Certificate Purchase Agreement is hereby agreed to as
of the date first above written.

                                     CHARMING SHOPPES, INC.


                                     By:
                                     -------------------------------------------
                                     Name:
                                     Title:




                                       20
<PAGE>


                                    Exhibit A

1. Presentation to Investors, September 2002
2. Presentation to Investors, October 2002
3. Presentation to Investors, October 31, 2002

                                       21