EXHIBIT 10.6


                          CHARMING SHOPPES MASTER TRUST
                 $115,200,000 Floating Rate Class A Asset Backed
                Certificates, Series 2004-1 $10,800,000 Floating
                 Rate Class M Asset Backed Certificates, Series
                 2004-1 $18,900,000 Floating Rate Class B Asset
                       Backed Certificates, Series 2004-1


                         CERTIFICATE PURCHASE AGREEMENT

                                                                  July 21, 2004



Barclays Capital Inc.,
   as a Representative of the Initial Purchasers
    (the "Representative")
200 Park Avenue
New York, New York  10166

Ladies and Gentlemen:

         1. Introduction. Charming Shoppes Receivables Corp. ("CSRC" or 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 Barclays Capital Inc.
and Bear, Stearns & Co. Inc. (the "Initial Purchasers") (a) $115,200,000 Series
2004-1 Floating Rate Class A Asset Backed Certificates (the "Class A
Certificates"), (b) $10,800,000 Series 2004-1 Floating Rate Class M Asset Backed
Certificates (the "Class M Certificates") and (c) $18,900,000 Series 2004-1
Floating Rate Class B Asset Backed Certificates (the "Class B Certificates" and,
together with the Class A Certificates and the Class M Certificates, the
"Offered Certificates") to be issued pursuant to the Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended as of
July 22, 1999 and May 8, 2001 and as further amended from time to time, 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 2004-1 Supplement to the Pooling
Agreement dated as of the Issuance Date (as defined below) (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 $16,200,000
Series 2004-1 Class C Asset Backed Certificates (the "Class C Certificates") and
$18,900,000 Series 2004-1 Class D Asset Backed Certificates (the "Class D
Certificates"), which will be issued in two subclasses designated as the "Class
D-1 Certificates" and the "Class D-2 Certificates". The Offered Certificates,
the Class C Certificates and the Class D Certificates are referred to herein as
the "Certificates". The Class C Certificates will be sold pursuant to the Class
C Certificate Purchase Agreement (the "Class C Purchase

<PAGE>

Agreement") among the Trustee, the Seller, the Servicer and the purchasers named
therein (the "Class C Purchasers"). The Class D-1 Certificates will be sold
pursuant to the Class D-1 Certificate Purchase Agreement (the "Class D-1
Purchase Agreement") among the Trustee, the Seller, the Servicer and the
purchasers named therein (the "Class D-1 Purchasers"). The Class D-2
Certificates will initially be held by the Seller. The Seller will enter into a
Class D-2 Certificate Purchase Agreement (the "Class D-2 Purchase Agreement")
among the Trustee, the Seller and the Servicer. The assets of the Trust include,
among other things, 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.

         The Seller, at its own expense, has prepared an offering memorandum
dated July 16, 2004 (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). The Seller
hereby confirms that it has authorized the Initial Purchasers to use the
Preliminary Memorandum and Final Memorandum in connection with the offering and
resale of the Offered Certificates by the Initial Purchasers. 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 Pooling Agreement, the Series
Supplement and the Purchase 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 CSRC, FSC and SOAI.

                  (a) CSRC represents and warrants to, and agrees with the
         Initial Purchasers that:

                  (i) 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 (as defined herein), 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)).



                                       2
<PAGE>

                  (ii) As of the Issuance Date (as defined herein), the
         representations and warranties of the Seller in the Pooling Agreement
         will be true and correct in all material respects except to the extent
         that such representations and warranties expressly relate to a date
         other than the Issuance Date (as defined herein).

                  (iii) The Seller is 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) and legal
         right to own its properties and conduct its business as described in
         the Preliminary Memorandum and the Final Memorandum, and is 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.

                  (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 and paid for by the Initial Purchasers or the respective
         initial purchasers of the Class C Certificates and Class D Certificates
         therein in accordance with the terms of this Agreement, the Class C
         Purchase Agreement, the Class D-1 Purchase Agreement or the Class D-2
         Purchase Agreement, as applicable, will be duly and validly issued and
         entitled to the benefits of 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 CSRC and 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 this Agreement and 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 Seller is not in violation of its certificate of
         incorporation or by-laws or in default in the performance or observance
         of any obligation, agreement, covenant or


                                       3
<PAGE>

         condition contained in any agreement or instrument to which it is a
         party or by which it or its properties is bound which would have a
         material adverse effect on the transactions contemplated in this
         Agreement or in the Supplemented Pooling Agreement and the Related
         Documents. This Agreement has been duly executed and delivered by CRSC.
         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 its properties 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 any of
         the Seller or its Affiliates is or may be a party or to which any
         property of the Seller or its Affiliates 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 Offered 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.

                  (viii) Any taxes, fees and other governmental charges in
         connection with the execution, delivery and performance by the Seller
         of this Agreement, the Offered Certificates, the Class C Certificates,
         the Class D Certificates 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 (as defined herein) 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.



                                       4
<PAGE>

                  (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 May 1, 2004.

                  (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 Purchasers comply with the agreements and
         covenants contained in this Agreement, (iii) the representations made
         in this Agreement by the Initial Purchasers are true and correct and
         (iv) the representations 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 Purchasers), 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 Purchasers or any affiliates of the Initial Purchasers) 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 Purchasers or any affiliates of the
         Initial Purchasers) 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. Neither the Seller, any of
         its Affiliates or any person or entity acting on its behalf (it being
         understood that the Seller makes no representation or warranty in this
         regard with respect to the Initial Purchasers or any affiliates of the
         Initial Purchasers) has entered into any contractual arrangement with
         respect to the distribution of the Offered Certificates, except for
         this Agreement and the Related Documents.

                  (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 Purchasers or any affiliates of the Initial Purchasers)
         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 States 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


                                       5
<PAGE>

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

                  (b) Fashion Service Corp. ("FSC") represents and warrants to,
         and agrees with the Initial Purchasers, 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 expressly
         relate to a date other than the Issuance Date (as defined herein).

                  (ii) FSC is 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) and legal
         right to own its properties and conduct its business as currently
         conducted, and is 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 is 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 Affiliates 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


                                       6
<PAGE>

         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.

                  (vi) FSC is not in default in the performance or observance of
         any obligation, agreement, covenant or condition contained in any
         agreement or instrument to which it is a party or by which it or its
         properties are bound which would have a material adverse effect on the
         transactions contemplated in this Agreement or in the Supplemented
         Pooling Agreement and the Related Documents. 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) Spirit of America is not in default in the performance
         or observance of any obligation, agreement, covenant or condition
         contained in any agreement or instrument to which it is a party or by
         which it or its properties are bound which would have a material
         adverse effect on the transactions contemplated in the Purchase
         Agreement and the Supplemented Pooling Agreement. 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 its properties is
         subject,


                                       7
<PAGE>

         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 or any of its Affiliates is or may be a party or to which
         any property of Spirit of America and its Affiliates 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) 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 FSC or
         any of its Affiliates is or may be a party or to which any of property
         of FSC or its Affiliates is or may be the subject (x) which, if
         determined adversely to FSC, 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 FSC or FSC 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.

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

                  (xii) Any taxes, fees and other governmental charges in
         connection with the execution, delivery and performance by the Servicer
         of the 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.

                  (xiii) 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 May 1,
         2004.

                  (xiv) 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 May 1, 2004.



                                       8
<PAGE>

                  (c) SOAI represents and warrants to, and agrees with the
         Initial Purchasers, that:

                  (i) As of the Issuance Date (as defined herein), the
         representations and warranties of SOAI 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 expressly relate to a date
         other than the Issuance Date (as defined herein).

                  (ii) SOAI is 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) and legal
         right to own its properties and conduct its business as described in
         the Preliminary Memorandum and the Final Memorandum, and is 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 SOAI 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 SOAI is a party have been duly authorized, executed and delivered
         by SOAI, and, when executed and delivered by the other parties thereto,
         each of this Agreement and the Related Documents to which SOAI is a
         party will constitute a valid, binding and enforceable agreement of
         SOAI; 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 SOAI in connection with the consummation of the
         transactions contemplated by this Agreement and 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) SOAI is not in default in the performance or observance of
         any obligation, agreement, covenant or condition contained in any
         agreement or instrument to which it is a party or by which it or its
         properties is bound which would have a material adverse effect on the
         transactions contemplated this Agreement or any of the Related
         Documents. 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


                                       9
<PAGE>

         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
         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 any of
         SOAI or its Affiliates is or may be a party or to which any property of
         SOAI or its Affiliates is or may be the subject (x) which, if
         determined adversely to SOAI, 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 SOAI 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) 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.

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

                  (ix) 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 SOAI or any of its subsidiaries since May
         1, 2004.

         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 Purchasers and the Initial Purchasers agree to purchase $115,200,000
principal amount of Class A Certificates, $10,800,000 principal amount of the
Class M Certificates and $18,900,000 principal amount of the Class B
Certificates, each Initial Purchaser to purchase the amounts shown on Schedule A
hereto. The Seller hereby agrees, that in consideration of the Initial
Purchasers' efforts in the resale of the Offered Certificates, it shall pay the
Initial Purchasers a fee equal to the sum of


                                       10
<PAGE>

0.425% of the aggregate original principal amount of the Class A Certificates,
0.520% of the aggregate original principal amount of the Class M Certificates
and 0.60% of the aggregate original principal amount of the Class B Certificates
(the "Initial Purchaser Fee"), payable in full on August 5, 2004 (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 Purchasers. The Class A Certificates are
to be purchased at a price equal to 100% of the principal amount thereof, the
Class M 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 LLP 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 Purchasers of the Offered Certificates registered in the name of Cede &
Co., the nominee of The Depository Trust Company ("DTC"). The Initial
Purchasers' interests as beneficial owners of the Offered Certificates will be
represented by book entries on the records of DTC and participating members
thereof.

         4. Certain Agreements of the Seller. The Seller agrees with the Initial
Purchasers 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 Purchasers 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) 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.

                  (c) 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.

                  (d) 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


                                       11
<PAGE>

         Act, such offer or sale would render invalid (for the purposes of (i)
         the sale of the Offered Certificates from Seller to the Initial
         Purchasers, (ii) the resale of the Offered Certificates by the Initial
         Purchasers 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.

                  (e) 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 Purchasers 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 Purchasers 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.

                  (f) 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 (including reasonable fees and
         disbursements of counsel to the Initial Purchasers), 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 Purchasers, (vi) the furnishing to the Initial Purchasers
         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.



                                       12
<PAGE>

                  (g) 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.

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

         5. Representations, Warranties and Covenants of the Initial Purchasers.
Each 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) It 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) It 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


                                       13
<PAGE>

         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) It will take reasonable steps to inform, and cause each of
         its affiliates to take reasonable steps to inform, persons acquiring
         Offered Certificates from it or its affiliates, as the case may be, in
         the United States that the Offered Certificates (i) have not been and
         will not be registered under the Securities Act, (ii) are being sold to
         them without registration under the Securities Act in reliance on Rule
         144A or Rule 903 or 904 of Regulation S, and (iii) may not be offered,
         sold or otherwise transferred except (A) in offshore transactions to
         non-U.S. Persons in accordance with Rule 903 or 904 of Regulation S in
         a principal amount of not less than $1,000,000, or (B) to a person whom
         the seller reasonably believes is a QIB that is purchasing such Offered
         Certificates for its own account or for the account of a QIB to whom
         notice is given that the offer, sale or transfer is being made in
         reliance on Rule 144A, in a principal amount of not less than
         $1,000,000, for the purchaser and each such account, in a transaction
         meeting the requirements of Rule 144A.

                  (f) The transfer restrictions and the other provisions set
         forth in the Final Memorandum under the headings "Notice to Investors"
         and "Plan of Distribution," including the legend required thereby,
         shall apply to the Offered Certificates.

                  (g) None of it, its affiliates or any person acting on its
         behalf has engaged or will engage in any directed selling efforts (as
         defined in Regulation S under the Securities Act) with respect to the
         Offered Certificates, and it, its affiliates and any person acting on
         its behalf have complied and will comply with the offering restriction
         requirements of Regulation S. It agrees that, at or before confirmation
         of a sale of Offered Certificates (other than a sale of Offered
         Certificates pursuant to Rule 144A) it will have sent to each
         distributor, dealer or person receiving a selling concession, fee or
         other remuneration who purchases the Offered Certificates from or
         through it during the distribution compliance period as defined in Rule
         902 of Regulation S, a confirmation or notice to substantially the
         following effect:

                    "The Offered Certificates covered hereby have not been
                    registered under the United States Securities Act of 1933
                    (the "Securities Act") and may not be offered or sold within
                    the United States or to or for the account or benefit of
                    U.S. persons (as defined in Regulation S), except in
                    accordance with Rule 144A under the Securities Act."

                  (h) It (x) 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) 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



                                       14
<PAGE>

         the FSMA does not apply to the Seller or the Servicer; and (z) 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; (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 and (iv) this Agreement
         constitutes a legal, valid and binding obligation of the Initial
         Purchasers; 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.

         Such 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 Purchasers. The Initial
Purchasers' 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, FSC and the Servicer made pursuant to the provisions hereof, to the
performance by the Seller, FSC and the Servicer of their respective obligations
hereunder and to the following additional conditions precedent:

                  (a) The Initial Purchasers 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.

                  (b) Subsequent to the execution and delivery of this Agreement
         and prior to the Issuance Date, there shall not have occurred and be
         continuing (i) any change, or any development involving a prospective
         change, in or affecting particularly the business or properties of the
         Seller, FSC, the Servicer or Spirit of America which, in the reasonable
         judgment of the Initial Purchasers after consultation with the Seller
         and the Servicer, materially impairs the investment quality of the
         Offered Certificates; (ii) any reduction in or withdrawal of the rating
         of the Certificates issued by the Trust or any other 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
         the Certificates issued by the


                                       15
<PAGE>

         Trust or any other 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 any over-the-counter market; (iv) a general moratorium
         on commercial banking activities in New York shall have been declared
         by either Federal or New York State authorities; (v) any material
         disruption in commercial banking securities settlement or clearance
         services; if, in the reasonable judgment of the Initial Purchasers, the
         effect of any such disruption makes it impractical or inadvisable to
         proceed with completion of the resale of the Offered Certificates; or
         (vi) 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 Purchasers, 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.

                  (c) The Initial Purchasers 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
         Purchasers, satisfactory in form and substance to the Representative
         and its counsel as to the matters set forth in Exhibit A.

                  (d) The Initial Purchasers shall have received an opinion of
         local tax counsel for the Seller and the Servicer, each dated the
         Issuance Date, regarding certain Ohio and Georgia tax matters in form
         and substance reasonable satisfactory to the Representative and its
         counsel.

                  (e) The Initial Purchasers shall have received an opinion of
         Mayer, Brown, Rowe & Maw LLP, dated the Issuance Date and addressed to
         the Initial Purchasers, satisfactory in form and substance to the
         Representative and its counsel as to the matters set forth in Exhibit
         B. Such counsel shall also deliver a letter, dated the Issuance Date
         and addressed to the Initial Purchasers, stating that such counsel has
         participated in conferences with representatives of the Seller and the
         Servicer, the Initial Purchasers and counsel to the Initial Purchasers
         concerning the Final Memorandum, and that, on the basis of the
         information such counsel gained in the course of performing its
         professional engagement, nothing came to its attention that caused it
         to believe that the Final Memorandum, as of its date, or as of the
         Closing Date, contained or contains any untrue statement of a material
         fact or omitted or omits to state any material fact necessary in order
         to make the statements therein, in light of the circumstances under
         which they were made, not misleading; provided, however, that it need
         not assume any responsibility for the accuracy, completeness or
         fairness of the statements contained in the Final Memorandum (except
         for the statements under the headings "Structural Summary--ERISA
         Considerations for Investors." "Legal Aspects of the Receivables" and
         "Certain ERISA Considerations", in each case to the extent they
         constitute matters of law or legal conclusions with respect thereto),
         and it need not express any belief with


                                       16
<PAGE>

         respect to the financial statements or other financial, statistical or
         accounting data contained in the Final Memorandum.

                  (f) The Initial Purchasers shall have received an opinion of
         Mayer, Brown, Rowe & Maw LLP, dated the Issuance Date and addressed to
         the Initial Purchasers, to the effect that the transfer of Receivables
         from the Seller to the Trust creates a first priority perfected
         security interest in such Receivables in favor of the Trustee, in form
         and substance satisfactory to the Representative and its counsel.

                  (g) The Initial Purchasers shall have received an opinion of
         Squire, Sanders & Dempsey LLP, dated the Issuance Date and addressed to
         the Initial Purchasers, to the effect that the transfer of Receivables
         from Spirit of America to the Seller creates a first priority perfected
         security interest in such Receivables in favor of the Seller, in form
         and substance satisfactory to the Representative and its counsel.

                  (h) The Initial Purchasers shall have received an opinion of
         Mayer, Brown, Rowe & Maw LLP, dated the Issuance Date and addressed to
         the Initial Purchasers, with respect to (a) the nonconsolidation of FSC
         with the Seller and (b) certain matters relating to the transfer of the
         Receivables from Spirit of America to the Seller, in each case in form
         and substance satisfactory to the Representative and its counsel.

                  (i) The Initial Purchasers shall have received copies of UCC-1
         financing statements filed in the offices of the Secretaries of State
         of the State of Ohio and the District of Columbia, in the case of
         Spirit of America, and the State of Delaware, in the case of the
         Seller, reflecting the interests of the Seller and the Trust in the
         Receivables.

                  (j) The Representative shall have received an opinion of
         Orrick, Herrington & Sutcliffe LLP, special counsel for the Initial
         Purchasers, subject to customary qualifications, assumptions,
         limitations and exceptions, dated the Issuance Date, in form and
         substance reasonably satisfactory to the Representative, to the effect
         set forth in Exhibit C.

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

                  (l) The Initial Purchasers 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 and the Servicer, as applicable,
         has complied with all agreements and satisfied all conditions on its
         part to be performed or satisfied hereunder at or prior to the Issuance
         Date, (C) the


                                       17
<PAGE>

         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.

                  (m) The Initial Purchasers shall have received a letter of
         Ernst & Young addressed to the Seller and the Initial Purchasers
         regarding the Receivables, substantially in the form heretofore agreed
         to and otherwise in form and in substance satisfactory to the
         Representative and its counsel.

                  (n) The Initial Purchasers 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 M Certificates have received a
         rating of "AA" and "Aa2" by Standard & Poor's and Moody's respectively,
         (iii) the Class B Certificates have received a rating of "A" and "A2"
         by Standard and Poor's and Moody's, respectively, (iv) the Class C
         Certificates have received a rating of "Baa2" by Moody's and (v)
         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.

                  (o) The Initial Purchasers shall have received from the
         Servicer a Servicer Report dated as of the Issuance Date, calculated
         after giving effect to all transactions contemplated on the Issuance
         Date.

                  (p) The Seller and the Servicer will furnish the Initial
         Purchasers 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 Purchasers 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) CSRC, SOAI and FSC, jointly and severally, agrees to
         indemnify and hold harmless each Initial Purchaser, and each person, if
         any, who controls the Initial Purchasers 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"), from and against any and all
         losses, claims, damages, liabilities and expenses (including, without
         limitation, the reasonable legal fees and other reasonable expenses
         incurred in connection with any suit, action or proceeding or any claim
         asserted) caused by any untrue statement or alleged untrue statement of
         any material fact contained in the Final Memorandum or the Preliminary
         Memorandum or caused by any omission or alleged


                                       18
<PAGE>

         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, except
         insofar as 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 the Initial Purchaser Information
         (as defined in subsection (b) below); provided, further, that none of
         CSRC, SOAI or FSC will be liable under the indemnity agreement in this
         subsection (a) with respect to the Preliminary Memorandum to the extent
         that any loss, claim, damage or liability of the Initial Purchasers (or
         any Person controlling the Initial Purchasers within the meaning of the
         Securities Act) results from the fact that the Initial Purchasers 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 Purchasers and the loss, claim, damage or
         liability of the Initial Purchasers (or any Person controlling the
         Initial Purchasers within the meaning of the Securities Act) results
         from an untrue statement or omission of a material fact contained in
         the Preliminary Memorandum that is corrected in the Final Memorandum or
         any amendment or supplement to the Final Memorandum.

                  (b) Each Initial Purchaser, severally and not jointly, agrees
         to indemnify and hold harmless each of CSRC, SOAI and FSC and each
         person, if any, who controls the CSRC, SOAI or FSC within the meaning
         of Section 15 of the Securities Act or Section 20 of the Exchange Act,
         from and against any and all losses, claims, damages, liabilities and
         expenses (including, without limitation, the reasonable legal fees and
         other reasonable expenses incurred in connection with any suit, action
         or proceeding or any claim asserted) caused by any untrue statement or
         alleged untrue statement of any material fact contained in the Final
         Memorandum or the Preliminary Memorandum or caused by any 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, but
         only to the extent that such untrue statement or alleged untrue
         statement or omission or alleged omission was made in reliance on or in
         conformity with the Initial Purchaser Information. The "Initial
         Purchaser Information" includes the names of the Initial Purchasers as
         they appear 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 third paragraph under the heading "Plan of
         Distribution".

                  (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


                                       19
<PAGE>

         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 reasonably satisfactory to such
         indemnified party (who shall not, except with the consent of the
         indemnified party, be counsel to the indemnifying party), and after
         notice from the indemnifying party to such indemnified party of its
         election so to assume the defense thereof, 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 named parties in any such proceeding
         include both the indemnified party and the indemnifying party and
         representation of both parties by the same counsel would be
         inappropriate due to actual or potential differing interest between
         them, (ii) the indemnifying party shall not have employed counsel
         reasonably 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; it is understood that the indemnifying party
         shall not, in connection with any proceeding or related proceeding in
         the same jurisdiction, be liable for the fees and expenses of more than
         one separate firm (in addition to any local counsel) for all
         indemnified parties. 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 and does not
         include a statement as to, or an admission of, fault, culpability or
         failure to act by or on behalf of any indemnified party. No
         indemnifying party shall be liable under this section for any
         settlement of any claim or action effected without its prior written
         consent, which shall not be unreasonably withheld.

                  (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 CSRC, SOAI and FSC on the
         one hand and the Initial Purchasers 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 CSR, SOAI and FSC on
         the one hand and the Initial Purchasers 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 CSRC, SOAI and FSC on
         the one hand and the Initial Purchasers 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 CSRC
         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


                                       20
<PAGE>

         fact relates to information supplied by CSRC, SOAI or FSC, on the one
         hand, or information supplied by the Initial Purchasers, 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). Notwithstanding the provisions of this subsection (d), the Initial
         Purchasers shall not be required to contribute any amount in excess of
         the amount by which the Initial Purchaser Fee exceeds the amount of
         damages which the Initial Purchasers have otherwise been required to
         pay by reason of such untrue or alleged untrue statement or omission or
         alleged omission with respect to the Offered Certificates. 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 CSRC, SOAI and FSC under this section
         shall be in addition to any liability which CSRC, SOAI and FSC may
         otherwise have and shall extend, upon the same terms and conditions, to
         the directors and officers of the Initial Purchasers and each Person,
         if any, who controls any Initial Purchaser within the meaning of the
         Securities Act; and the obligations of the Initial Purchasers under
         this section shall be in addition to any liability which the Initial
         Purchasers may otherwise have and shall extend, upon the same terms and
         conditions and to each Person, if any, who controls CSRC, SOAI or FSC
         within the meaning of the Securities Act.

         8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
CSRC, SOAI or FSC or their respective officers and of the Initial Purchasers or
their respective 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 Purchasers, 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(f) and the
obligations of the Seller, FSC and the Servicer pursuant to Section 7 shall
remain in effect.

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

                  Barclays Capital Inc.
                  200 Park Avenue
                  New York, New York  10166
                  Attention:  Giuseppe Pagano
                  Facsimile: (212)  412-6846



                                       21
<PAGE>

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

                  .
                  450 Winks Lane
                  Bensalem, PA 19020
                  Attn: Kirk Simme
                  Facsimile: (215) 604-5655

                  with a copy to:

                  General Counsel
                  Charming Shoppes, Inc.
                  450 Winks Lane
                  Bensalem, PA 19020
                  Facsimile: (215) 638-6919

         10. Other Services. Nothing in this Agreement is intended to obligate
or commit the Initial Purchasers 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 assigns 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, the Initial Purchasers, 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 Purchasers shall be deemed to be a successor by reason merely of such
purchase.

         14. Representative. The Representative will act for the several Initial
Purchasers in connection with this Agreement and the transactions contemplated
hereby and any action undertaken under this Agreement taken by the
Representative will be binding upon the Initial Purchasers.





                                       22
<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, FSC, SOAI and the Initial
Purchasers 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:

BARCLAYS CAPITAL INC.,
as Representative of the Initial
Purchasers

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



                                      S-1
<PAGE>
                                   EXHIBIT A


                                 August 5, 2004



To the Persons listed
  on Schedule A

         Re:      Charming Shoppes Master Trust - Series 2004-1

Ladies and Gentlemen:

         This opinion is being rendered in connection with the transactions
contemplated by the following agreements:

                  (i) the Purchase and Sale Agreement, dated as of November 25,
         1997 (as amended as of July 22, 1999, November 9, 2000 and May 8, 2001,
         the "Purchase Agreement"), between Spirit of America National Bank
         ("Spirit") and Charming Shoppes Receivables Corp. ("CSRC");

                  (ii) the Second Amended and Restated Pooling and Servicing
         Agreement, dated as of November 25, 1997 (as amended as of July 22,
         1999 and May 8, 2001, the "Pooling and Servicing Agreement"), between
         CSRC, as Seller, Spirit of America, Inc. ("SOAI"), as Servicer, and
         Wachovia Bank, National Association (formerly known as First Union
         National Bank), as the Trustee (the "Trustee") for the Charming Shoppes
         Master Trust (the "Trust");

                  (iii) the Series 2004-1 Supplement to the Pooling and
         Servicing Agreement, dated as of August 5, 2004 (the "Supplement");

                  (iv) the Certificate Purchase Agreement, dated as of July 21,
         2004 (the "Certificate Purchase Agreement"), among Fashion Service
         Corp. ("FSC"), CSRC, SOAI, and Barclays Capital Inc. ("Barclays"), as
         representative of the several initial purchaser;

                  (v) the Certificate Purchase Agreement, dated as of July [ ],
         2004 (the "Class C Purchase Agreement") among the Trustee, the Seller,
         SOAI and the purchasers of the Class C Certificates (as defined in the
         Supplement) named therein; and

                  (vi) the Certificate Purchase Agreement, dated as of July [ ],
         2004 (the "Class D Purchase Agreement") among the Trustee, the Seller,
         SOAI and the purchasers of the Class D Certificates (as defined in the
         Supplement) named therein.

         Spirit, SOAI, FSC, CSRC and Charming Shoppes are referred to herein as
the "Companies." The Class A Certificates (as defined in the Supplement), Class
M Certificates (as defined in the Supplement), Class B Certificates (as defined
in the Supplement), Class C Certificates and Class D Certificates are referred
to herein as the "Series 2004-1 Certificates."



                                    Exh. A-1
<PAGE>

         Capitalized terms not defined herein shall have the same meanings as
ascribed to them in the Certificate Purchase Agreement or Pooling and Servicing
Agreement, as applicable.

         I or members of my staff have examined each of (i) the Purchase
Agreement, (ii) the Pooling and Servicing Agreement, (iii) the Supplement, (iv)
the Certificate Purchase Agreement, (v) the Class C Purchase Agreement and (vi)
the Class D Purchase Agreement. The documents listed in clauses (i) through (vi)
are referred to herein as the "Subject Agreements." I or members of my staff
have also examined such corporate documents and records of the Companies and
such other instruments and certificates of public officials, officers and
representatives of the Companies and other Persons as I have deemed necessary or
appropriate for the purposes of this opinion.

         In rendering the opinions expressed below, I have assumed, with your
permission, without independent investigation or inquiry, (a) the authenticity
of all documents submitted as originals, (b) the genuineness of all signatures
on all documents that I have examined (other than those of the Companies and
officers of the Companies) and (c) the conformity to authentic originals of
documents submitted as certified, conformed or photostatic copies.

         I am employed by Charming Shoppes, Inc. as its general counsel and as
general counsel for its subsidiaries, including the Companies, and have acted in
that capacity in connection with the execution and delivery of the Subject
Agreements and all other documents executed and delivered by the Companies in
connection with the foregoing.

         I am qualified to practice law in the Commonwealth of Pennsylvania and
I do not purport to express an opinion on any laws other than the laws of the
Commonwealth of Pennsylvania, the General Corporation Law of the State of
Delaware, and the Federal laws of the United States of America.

         Based upon the foregoing and upon such investigation as I have deemed
appropriate, I am of the following opinion:

         1. Spirit (a) is a national banking association validly existing and in
good standing under the laws of the United States of America, (b) is duly
qualified to transact business and is registered as a foreign corporation in
each jurisdiction where the conduct of its business as presently conducted
requires such qualification or registration, except to the extent that the
failure to be so qualified or registered would not, in the aggregate, have a
material adverse effect on the Certificateholders, (c) has full power, authority
and legal right to own its properties and conduct its credit card business as
such properties are presently owned and such business is presently conducted and
(d) had at all relevant times and has full power, authority and legal right to
execute and deliver each of the Subject Agreements to which it is a party and to
perform its obligations under each of the Subject Agreements to which it is a
party.

         2. CSRC (a) is a corporation validly existing and in good standing
under the laws of the State of Delaware, (b) is duly qualified to transact
business and is registered as a foreign corporation in each jurisdiction where
the conduct of its business as presently conducted requires such qualification
or registration, except to the extent that the failure to be so qualified


                                    Exh. A-2
<PAGE>

or registered would not, in the aggregate, have a material adverse effect on the
Certificateholders, (c) has full corporate power, authority and legal right to
own its properties and conduct its business as such properties are presently
owned and such business is presently conducted and (d) had at all relevant times
and has full power, authority and legal right to execute and deliver each of the
Subject Agreements to which it is a party and to perform its obligations under
each of the Subject Agreements to which it is a party, including the execution
and delivery of the Series 2004-1 Certificates.

         3. SOAI (a) is a corporation validly existing and in good standing
under the laws of the State of Delaware, (b) is duly qualified to transact
business and is registered as a foreign corporation in each jurisdiction where
the conduct of its business as presently conducted requires such qualification
or registration, except to the extent that the failure to be so qualified or
registered would not, in the aggregate, have a material adverse effect on the
Certificateholders, (c) has full corporate power, authority and legal right to
own its properties and conduct its business as such properties are presently
owned and such business is presently conducted and (d) had at all relevant times
and has full corporate power, authority and legal right to execute and deliver
each of the Subject Agreements to which it is a party and to perform its
obligations under each of the Subject Agreements to which it is a party.

         4. FSC (a) is a corporation validly existing and in good standing under
the laws of the State of Delaware, (b) is duly qualified to transact business
and is registered as a foreign corporation in each jurisdiction where the
conduct of its business as presently conducted requires such qualification or
registration, except to the extent that the failure to be so qualified or
registered would not, in the aggregate, have a material adverse effect on the
Certificateholders, (c) has full corporate power, authority and legal right to
own its properties and conduct its business as such properties are presently
owned and such business is presently conducted and (d) had at all relevant times
and has full corporate power, authority and legal right to execute and deliver
each of the Subject Agreements to which it is a party and to perform its
obligations under each of the Subject Agreements to which it is a party.

         5. Charming Shoppes (a) is a corporation validly existing and in good
standing under the laws of the State of Pennsylvania, (b) is duly qualified to
transact business and is registered as a foreign corporation in each
jurisdiction where the conduct of its business as presently conducted requires
such qualification or registration, except to the extent that the failure to be
so qualified or registered would not, in the aggregate, have a material adverse
effect on the Certificateholders, (c) has full corporate power, authority and
legal right to own its properties and conduct its business as such properties
are presently owned and such business is presently conducted and (d) had at all
relevant times and has full corporate power, authority and legal right to
execute and deliver each of the Subject Agreements to which it is a party and to
perform its obligations under each of the Subject Agreements to which it is a
party.

         6. The execution, delivery and performance by each of the Companies of
the Subject Agreements to which it is a party and the transactions contemplated
therein are within its corporate powers and have been duly authorized by all
necessary corporate action.



                                    Exh. A-3
<PAGE>

         7. Neither the execution, delivery or performance by any of the
Companies of the Subject Agreements to which it is a party will conflict with,
result in a breach of or violation of, any material term of, or constitute a
default under, its articles of association or incorporation, as applicable, or
its bylaws, or any order of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it or the material terms of any
material indenture or other material agreement or instrument known to me to
which it is a party or by which it or its properties are bound.

         8. There are no actions, proceedings or investigations pending or, to
the best of my knowledge, threatened before any court, administrative agency or
other tribunal against any of the Companies (A) asserting the invalidity of any
of the Subject Agreements or the Series 2004-1 Certificates, (B) seeking to
prevent the issuance of the Series 2004-1 Certificates or the consummation of
any of the transactions contemplated by the Subject Agreements or the Series
2004-1 Certificates, which might materially and adversely affect the performance
by any of the Companies of its obligations under, or the validity or
enforceability of any of the Subject Agreements to which it is a party, or in
the case of CSRC, the Series 2004-1 Certificates, or (C) seeking adversely to
affect the federal income tax attributes of the Series 2004-1 Certificates.

         9. Each of the Subject Agreements has been duly authorized, executed
and delivered by each of the Companies that is a party thereto.

         The opinions rendered herein may be relied upon by the addressees
hereto. This opinion may not be relied upon for any other purpose or by any
other party for any purpose without my prior written consent.

                            Very truly yours,


                            Executive Vice President
                            and General Counsel - Charming
                            Shoppes, Inc.





                                    Exh. A-4
<PAGE>

                                   Schedule A

Moody's Investors Service
99 Church Street
New York, New York  10007

Standard & Poor's Corporation
55 Water Street
New York, New York 10041-0003

Wachovia Bank, National Association, as Trustee
123 South Broad Street
11th Floor, PA 1249
Philadelphia, Pennsylvania  19109


Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

Bear, Stearns & Co. Inc.
[address]
New York, New York [   ]




                                    Exh. A-5
<PAGE>

                                    EXHIBIT B



August 5, 2004

Barclays Capital Inc.
Barclays Capital Inc.
200 Park Avenue
New York, New York  10166

Bear, Stearns & Co. Inc.

------------------------
New York, New York  _____

Re:      Charming Shoppes Master Trust -- Series 2004-1

Ladies and Gentlemen:

         This opinion is being furnished to you pursuant to Section 6(e) of the
Certificate Purchase Agreement, dated as of July 21, 2004 (the "Certificate
Purchase Agreement") among Charming Shoppes Receivables Corp. ("CSRC"), Spirit
of America, Inc. ("SOAI"), Fashion Service Corp. ("FSC") and Barclays Capital
Inc. and Bear Stearns & Company, Inc., as initial purchasers (in such capacity,
the "Initial Purchasers").


         Unless otherwise defined, all capitalized terms used herein have the
meanings ascribed thereto in the Certificate Purchase Agreement. The Series
2004-1 Class A Certificates, Class B Certificates, Class M Certificates, Class C
Certificates and Class D Certificates are collectively called the "Series 2004-1
Certificates." Spirit of America National Bank ("Spirit"), SOAI, FSC and CSRC
are referred to herein as the "Companies."

         We have acted as special counsel to the Companies in connection with
the preparation, execution and delivery of each of (i) the Certificate Purchase
Agreement, (ii) the Supplement, (iii) the Class C Purchase Agreement, dated as
of July [__], 2004 (the "Class C Purchase Agreement") among the Class C Holders
named therein, CSRC, as Seller, SOAI as Servicer and Wachovia Bank, National
Association (the "Trustee") and (iv) the Class D Purchase Agreement, dated as of
July [__], 2004 (the "Class D Purchase Agreement") among the Class D Holders
named therein, CSRC, as Seller, SOAI, as Servicer, and the Trustee.

         In such connection we have examined (i) the Certificate Purchase
Agreement, (ii) the Second Amended and Restated Pooling and Servicing Agreement,
dated as of November 25, 1997 (as amended on July 22, 1999 and May 8, 2001, the
"Pooling and Servicing Agreement") among CSRC, SOAI and the Trustee, (iii) the
Supplement, (iv) the Purchase Agreement, dated as of November 25, 1997 (as
amended on July 22, 1999, November 9, 2000 and May 8, 2001, the "Purchase
Agreement"), between Spirit and CSRC, (v) the Class C Purchase Agreement and
(vi)


                                    Exh. B-1
<PAGE>

August 5, 2004
Page 2

the Class D Purchase Agreement (collectively, the "Subject Agreements"). We
understand that the Initial Purchaser intends to offer and sell the 2004-1
Certificates pursuant to an exemption from registration under the Securities Act
of 1933, as amended (the "Securities Act").

         We have also examined the final offering memorandum, dated July [__],
2004 (together with any exhibits attached thereto, the "Offering Memorandum").

         Our opinions set forth below are subject to the following assumptions,
exceptions, qualifications and limitations:

         (a) We have assumed for purposes of our opinions that:

                  (i) all parties to the Subject Agreements are duly organized,
         validly existing and in good standing under the laws of their
         respective jurisdictions of organization;

                  (ii) each such party is duly qualified to engage in the
         activities contemplated by the Subject Agreements and has the requisite
         organizational power and authority to execute, deliver and perform its
         respective obligations under the Subject Agreements to which it is a
         party;

                  (iii) each Subject Agreement has been duly authorized,
         executed and delivered by each party thereto;

                  (iv) each Subject Agreement constitutes the valid and binding
         obligation of each party thereto (other than, with respect to the
         Subject Agreements, the Companies), enforceable against each such other
         party in accordance with its terms (subject to the limitations on
         enforceability described in paragraph (c) below);

                  (v) the execution, delivery and performance of the Subject
         Agreements by the Companies party thereto will not contravene (A) such
         Company's by-laws or charter, (B) any statute, rule, regulation or
         contractual restriction binding on or affecting such Company or its
         properties, or (C) require any consents, approvals, authorizations,
         registrations or filings under any statute, rule or regulation (other
         than items with respect to the Companies of the type described in
         paragraphs 1 and 6 below);

                  (vi) there are no actions, suits or proceedings pending or
         threatened against any Company or any of its subsidiaries before any
         court, governmental agency or arbitrator which are likely to materially
         adversely affect the ability of such Company to perform its obligations
         under, or which purport to affect the legality, validity or
         enforceability of the Subject Agreements to which it is a party;



                                    Exh. B-2
<PAGE>

August 5, 2004
Page 3

                  (vii) the representations and warranties of all parties in the
         Subject Agreements are true and correct as of the date hereof;

                  (viii) each such party has complied and will comply with its
         covenants and other obligations under the Subject Agreements;

                  (ix) there has not been any fraud, duress, undue influence or
         material mistake of fact in connection with the transactions
         contemplated by the Subject Agreements;

                  (x) due consideration for performance of the Subjects
         Agreements has been received;

                  (xi) there are no agreements between or among any parties that
         would alter the agreements set forth in the initial Subject Agreements;

                  (xii) all statutes, judicial and administrative decisions, and
         rules and regulations of governmental agencies, constituting the law of
         the State of New York are generally available (i.e., in terms of access
         and distribution following publication or other release) to lawyers
         practicing in that jurisdiction;

                  (xiii) the constitutionality or validity of a relevant
         statute, rule, regulation or agency action is not at issue unless a
         reported decision in the State of New York has specifically addressed
         but not resolved, or has established, its unconstitutionality or
         validity; and

                  (xiv) the Initial Purchasers have not offered or sold any
         Class A Certificates, Class M Certificates or Class B Certificates
         except (A) within the United States to, or for the benefit of, U.S.
         Persons (as defined in Regulation S) who are qualified institutional
         buyers ("QIBs") (as defined in Rule 144A of the Securities Act)
         purchasing for their own account or for the accounts of one or more
         QIBs for which the purchaser is acting as fiduciary or agent in
         accordance with 144A in reliance on the exemption from registration in
         Section 4(2) of the Securities Act and (B) to Non-U.S. Persons (as
         defined in Regulation S under the Securities Act) who acquire the Class
         A Certificates, Class M Certificates and Class B Certificates in an
         offshore transaction in accordance with Regulation S under the
         Securities Act.

         (b) We are opining herein as to the effect on the subject transactions
only of the internal laws of the State of New York (other than state securities
laws) and the Federal laws of the United States of America. We express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or as to any matters of municipal law or the laws
of any local agencies within any state.



                                    Exh. B-3
<PAGE>

August 5, 2004
Page 4

         (c) Our opinion in paragraph 2 below may be subject to or limited by
(i) the effect of bankruptcy, insolvency, reorganization, moratorium,
conservatorship, receivership, or other similar laws (including any such laws
relating to the insolvency of banks) now or hereafter in effect relating to or
affecting the rights or remedies of creditors, and (ii) the effect of general
principles of equity (including without limitation concepts of materiality,
reasonableness, good faith and fair dealing), regardless of whether considered
in a proceeding in equity or at law, and the discretion of the court before
which any proceeding therefor may be brought. Without limiting the foregoing, we
point out that such laws may limit the extent to which property acquired by a
debtor after the commencement of an insolvency or similar proceeding may be
subject to a security interest arising from a security agreement entered into by
the debtor before the commencement of such case.

         (d) We express no opinion with respect to the enforceability of the
waiver of rights or defenses set forth in the Subject Agreements to the extent
such rights or defenses may not be waived under, or are limited by, applicable
law.

         (e) The opinions set forth in paragraphs 6, 8 and 10 below are based
upon the applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations promulgated and proposed thereunder, current
positions of the Internal Revenue Service (the "IRS") contained in published
Revenue Rulings and Revenue Procedures, current administrative positions of the
IRS and existing judicial decisions. The statutory provisions, regulations and
interpretations on which our opinions in paragraphs 6, 8 and 10 are based are
subject to change, which changes could apply retroactively. In addition, there
can be no assurance that positions contrary to those stated in such opinions may
not be taken by the IRS.

         (f) Except as specifically provided in paragraphs 6, 8 and 10 below, we
are not providing any opinion concerning the Federal income tax consequences of
any other aspect of the execution, delivery and performance of the Subject
Agreements, nor is any opinion provided as to the tax consequences of the
transactions contemplated by the Subject Agreements under any other tax laws.
Without limiting the foregoing, we have assumed that, prior to giving effect to
the issuance of the Series 2004-1 Certificates, the Investor Certificates of any
outstanding Certificate Series would have constituted indebtedness or an
interest in a partnership (other than a publicly traded partnership) for Federal
income tax purposes and that the Trust was not an association (or publicly
traded partnership) taxable as a corporation for Federal income tax purposes and
we render no opinion herein with respect to such matters.

         (g) We express no opinion as to the enforceability under certain
circumstances of provisions indemnifying a party against liability or requiring
contribution from a party for liability where such indemnification or
contribution is contrary to public policy.



                                    Exh. B-4
<PAGE>

August 5, 2004
Page 5

         (h) We point out that certain rights, remedies and waivers contained in
the Subject Agreements may also be rendered ineffective or limited by applicable
laws or judicial decisions governing such provisions but, subject to clauses (c)
and (g) above, such laws and judicial decisions do not, in our opinion, affect
the validity of the Subject Agreements, and the Subject Agreements contain
adequate provisions for the practical realization of the rights and benefits
intended to be afforded thereby, although we note that the enforceability of
such provisions may result in delays in the enforcement of rights and remedies
by certain parties under the Subject Agreements (and we express no opinion as to
the economic consequences, if any, of such delays).

         (i) Whenever our opinion with respect to the existence or absence of
facts is indicated to be based on our knowledge or awareness, we are referring
only to the actual knowledge of the Mayer, Brown, Rowe & Maw attorneys who have
represented the Companies in connection with the transactions contemplated by
the Subject Agreements. Except as expressly set forth herein, we have not
undertaken any independent investigation to determine the existence or absence
of such facts and no inference as to our knowledge concerning such facts should
be drawn.

         (j) For the purposes of our opinion in paragraph 9 we assume that (i)
the purchasers have sufficient knowledge and experience, are sufficiently
sophisticated in financial matters and are capable of evaluating the risks
involved in transactions of this nature; (ii) the purchasers are able and
prepared to bear the economic risk of investing in and holding the Series 2004-1
Certificates; (iii) prior to purchasing the Series 2001-1 Certificates, the
purchasers had access to such financial information and other information
regarding the transaction and the parties thereto as they deemed necessary; and
(iv) the purchasers were afforded the opportunity to ask questions of
representatives of the Companies, and received answers as they deemed necessary.

         (k) We express no opinion as to the priority or perfection of any
transfer of or security interest in any asset or property transferred pursuant
to the Subject Agreements and refer you to our opinion dated as of the date
hereof which addresses these matters.

         (l) We express no opinion as to principles of equitable subordination.

         (m) We express no opinion as to provisions regarding forum selection,
venue, service of process, or provisions requiring submission or consent to the
jurisdiction (both as to personal jurisdiction and subject matter jurisdiction)
of any court or waiver of jury trial.

         (n) We express no opinion with respect to the validity, creation,
priority, perfection or enforceability of any security interest, or the
existence of, or title to, any collateral, or whether any transfer pursuant to a
Subject Agreement is a "true sale".



                                    Exh. B-5
<PAGE>

August 5, 2004
Page 6

         (o) We express no opinion as to compliance by any party to the Subject
Agreements (other than the Companies to the extent expressly set forth herein)
with any state or federal laws or regulations applicable to the transactions
contemplated by the Subject Agreements because of the nature of such party's
business.

         (p) We express no opinion as to whether a court sitting in any
jurisdiction other than New York will honor the choice of New York law to govern
the Subject Agreements.

         (q) Our opinion that the New York choice of law provision in the
Subject Agreements is enforceable is subject to the qualifications that such
enforceability (i) may be limited by public policy considerations of any
jurisdiction, other than the courts of the State of New York, in which
enforcement of such provisions, or of a judgment upon an agreement containing
such provisions, is sought, and (ii) does not apply to the extent provided to
the contrary in subsection two of Section 1-105 of the UCC as in effect on the
date hereof in the State of New York.

         (r) We express no opinion with respect to the severability provision of
any Subject Agreement.

         (s) We express no opinion with respect to provisions appointing one
Person as an attorney in fact for any other Person or providing that the
decision of or calculations by any particular Person will be conclusive or
binding on others.

         (t) We express no opinion with respect to provisions that provide for
the appointment of a receiver, successor servicer or administrator.

         (u) We express no opinion with respect to confidentiality agreements.

         (v) We express no opinion with respect to any provision of the Subject
Agreements (i) restricting access to legal or equitable remedies (including, but
not limited to, legal or equitable remedies under bankruptcy laws), (ii)
purporting to establish evidentiary standards or to waive either illegality as a
defense to the performance of contract obligations or any other defense to such
performance which cannot, as a matter of law, be effectively waived, (iii) which
provides that any Subject Agreement may be amended, modified or waived only in
writing, (iv) stating that all rights or remedies of any party are cumulative
and may be enforced in addition to any other right or remedy, and that the
election of a particular remedy does not preclude recourse to one or more other
remedies, (v) which provides that the failure to exercise or the delay in
exercising rights or remedies will not operate as a waiver of any such rights or
remedies, or (vi) which provides for set off, unless there is mutuality between
the parties, or that relates to any set-off owed to any affiliate of a party,
severability, cumulative rights and remedies or usury.



                                    Exh. B-6
<PAGE>

August 5, 2004
Page 7

         (w) We express no opinion as to any provision of the Subject
Agreements: (i) that may require a party to pay any amount determined to be a
forfeiture penalty, including without limitation any setoff section as applied
to any unmatured obligation or any obligation to pay additional interest
following the entry of a judgment; or (ii) that may require a party to pay any
consequential, special, incidental, indirect, contingent or exemplary damages or
amount.

         (x) We express no opinion with respect to the legality, validity or
enforceability, other than under the laws of the State of New York, of any
agreement as to the compounding of interest.

         (y) We express no opinion as to the existence of any violation of, or
default under, any financial covenant, ratio or test that may be contained in
any agreement or instrument.

         Based on the foregoing, and subject to the qualifications and
assumptions set forth herein, it is our opinion that:

         1. No consent, authorization, approval, or other action by, and no
notice to or filing with, any Federal or New York State governmental authority
or regulatory body is required for the due execution, delivery and performance
by any Company of the Subject Agreements to which it is a party; and such
execution, delivery and performance will not contravene any Federal or New York
statute, rule or regulation applicable to the Companies.

         2. Each of the Subject Agreements is the legal, valid and binding
obligation of each Company party thereto, enforceable against it in accordance
with its terms.

         3. The Series 2004-1 Certificates, when duly executed and authenticated
and delivered by the Trustee in accordance with the terms of the Pooling and
Servicing Agreement and delivered pursuant to the Supplement and delivered and
paid for pursuant to the Certificate Purchase Agreement, the Class C Purchase
Agreement or the Class D Purchase Agreement, as applicable, will be duly issued
and outstanding, and will be entitled to the benefits afforded by the Pooling
and Servicing Agreement, as supplemented by the Supplement.

         4. The Trust is not, and immediately following the sale of the Class A
Certificates, the Class M Certificates and Class B Certificates to the Initial
Purchasers and the sale of the Class C Certificates and the Class D Certificates
to the purchasers thereof, will not be, an "investment company" required to be
registered under the Investment Company Act of 1940, as amended.

         5. Neither the Pooling and Servicing Agreement nor the Supplement is
required to be qualified under the Trust Indenture Act of 1939, as amended.



                                    Exh. B-7
<PAGE>

August 5, 2004
Page 8

         6. The issuance of the Series 2004-1 Certificates will not (i)
adversely affect the characterization of the Investor Certificates of any
outstanding Certificate Series as indebtedness for Federal income tax purposes
or (ii) cause the Trust to be treated as an association (or publicly traded
partnership) taxable as a corporation for Federal income tax purposes.

         7. The Pooling and Servicing Agreement, the Purchase Agreement, the
Supplement and the Series 2004-1 Certificates conform in all material respects
to the descriptions thereof contained in the Offering Memorandum.

         8. The statements contained in the Offering Memorandum under the
headings "Structural Summary--Federal Tax Status of Offered Certificates and the
Trust" (to the extent relating to Federal income tax consequences), "U.S.
Federal Income Tax Consequences" and "Legal Aspects of the Receivables," in each
case to the extent that they constitute statements of matters of law or legal
conclusions with respect thereto, have been reviewed by us and are correct in
all material respects.

         9. Assuming the Class A Certificates, Class M Certificates and the
Class B Certificates are offered and sold to the Initial Purchaser and resold by
the Initial Purchaser only under the circumstances contemplated by the
Certificate Purchase Agreement, the offer, sale and initial resale by the
Initial Purchaser of the Class A Certificates, Class M Certificates and the
Class B Certificates will be exempt from the registration requirements of the
Securities Act. We express no opinion as to how and when the Class A
Certificates, the Class M Certificates and the Class B Certificates may
subsequently be resold.










                                    Exh. B-8
<PAGE>

         The opinions rendered herein may be relied upon by the addressees
hereto. This opinion may not be relied upon for any other purpose or by any
other party for any purpose without our prior written consent, except that each
of Moody's Investors Service, Inc. and Standard & Poor's may rely upon this
opinion to the same extent as if such opinion were addressed to it.

                          Very truly yours,



                          MAYER, BROWN, ROWE & MAW LLP

MCF/JAG/JHK













                                    Exh. B-9
<PAGE>
                                    EXHIBIT C



(i) The Supplemented Pooling Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended, and neither the Seller nor the Trust is
now, and immediately following the sale of the Offered Certificates pursuant to
this Agreement will be, required to be registered under the 1940 Act.

(ii) The Supplemented Pooling Agreement constitutes a legal, valid and binding
agreement of the Seller and the Servicer, enforceable against the Seller and the
Servicer in accordance with its terms (subject to customary qualifications
relating to bankruptcy or other laws and general principles of equity).

(iii) When the Offered Certificates have been duly executed and delivered by the
Seller, authenticated by the Trustee in accordance with the Supplemented Pooling
Agreement and delivered and paid for by the Initial Purchasers pursuant to this
Agreement, the holder of record of any Offered Certificate will be entitled to
the benefits afforded by the Supplemented Pooling Agreement, and the Offered
Certificates will be validly issued and outstanding, enforceable in accordance
with their respective terms.

(iv) Assuming the accuracy of the representations and warranties contained in
this Agreement of each of the parties hereto, compliance by such parties with
their respective covenants and agreements contained herein and that the Offered
Certificates are offered and sold in the manner contemplated by the Final
Memorandum and this Agreement, the offer and sale of the Offered Certificates do
not require registration under the Securities Act.

Such counsel shall also state that they have participated in conferences with
representatives of the Initial Purchasers and representatives of the Seller and
the Servicer and counsel to the Seller and the Servicer concerning the Final
Memorandum and have considered the matters required to be stated therein and the
matters stated therein, although they have not independently verified the
accuracy, completeness or fairness of such statements and make no independent
check or verification thereof other than as specified therein, and based upon
and subject to the foregoing, nothing has come to such counsel's attention to
cause them to believe that the Final Memorandum, as of its date or as of the
Issuance Date, contained or contains any untrue statement of a material fact or
omitted or omits to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading (it being understood that such counsel has not been requested to,
and does not, make any comment in this paragraph with respect to the financial
statements, supporting schedules and other financial or statistical information
contained in the Final Memorandum, or with respect to the information set forth
under the heading "Description of the Certificates--Interest Rate Swap
Counterparty" contained in the Final Memorandum).



                                   Exh. C-1
<PAGE>

                                   SCHEDULE A

                              Class A Certificates

Initial Purchasers                                    Principal Amount of
                                                      Class A Certificates
Barclays Capital Inc.                                 $  100,200,000
Bear, Stearns & Co. Inc.                              $   15,000,000
                                                       -------------
Total                                                 $  115,200,000




                              Class M Certificates


Initial Purchasers                                    Principal Amount of
                                                      Class M Certificates
Barclays Capital Inc.                                 $   9,394,000
Bear, Stearns & Co. Inc.                              $   1,406,000
                                                       ------------
Total                                                 $  10,800,000


                              Class B Certificates


Initial Purchasers                                    Principal Amount of
                                                      Class B Certificates
Barclays Capital Inc.                                 $   16,440,000
Bear, Stearns & Co. Inc.                              $    2,460,000
                                                       -------------
Total                                                 $   18,900,000




                                    Sched. A