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                                                                EXHIBIT 10.18.2

                                                                 EXECUTION COPY

                SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

                This SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Seventh Amendment") dated as of May 31, 2000 is by and between THE CREDIT
STORE, INC., a Delaware corporation (the "Borrower") and COAST BUSINESS CREDIT,
a division of Southern Pacific Bank, a California corporation ("Coast").

                             BACKGROUND INFORMATION

                The Borrower and Coast are parties to a Loan and Security
Agreement dated as of April 30, 1998, as amended by the Third Amendment to Loan
and Security Agreement dated as of April 27, 1999, the Fifth Amendment to Loan
and Security Agreement dated as of June 25, 1999 and the Sixth Amendment to Loan
and Security Agreement dated as of December 6, 1999 (as heretofore amended, the
"Loan Agreement" and as amended by this Seventh Amendment, the "Amended Loan
Agreement"). To secure the payment of the Borrower's obligations under such
agreement, the Borrower has granted Coast a security interest in and lien upon
substantially all of its assets, including, without limitation, the Borrower's
right, title, and interest in Receivables (including the TCS Funding IV
Receivables, as defined below) and collections related thereto.

                The Borrower and TCS Funding IV; a Delaware corporation (the
"Buyer"), have entered into a Receivables Purchase Agreement (the "Receivables
Purchase Agreement") of even date herewith pursuant to which, from time to time,
the Borrower agrees to, sell, assign, transfer, set-over, and otherwise convey
to the Buyer, and the Buyer agrees to purchase from the Borrower, all of the
Borrower's right, title, and interest in, to, and under the Conveyed Property,
as defined in the Receivables Purchase Agreement (such Conveyed Property
referred to herein as the "TCS Funding IV Receivables").

                To finance the purchase of the TCS Funding IV Receivables, the
Buyer, the Borrower, and Miller & Schroeder Investments Corporation, a Minnesota
corporation (the "Lender"), have entered into a Master Credit and Security
Agreement (the "Credit Agreement") of even date herewith pursuant to which the
Lender agrees to extend one or more term loans to the Buyer, which loan is to be
secured by, among other things, a first priority security interest in and lien
upon the TCS Funding IV Receivables.

                As a condition precedent to disbursing the term loans under the
Credit Agreement, the Lender requires the due execution and delivery of this
Seventh Amendment by the parties hereto. Therefore, the parties hereto wish to
amend the Loan Agreement to release Coast's right, title, and/or interest in,
to, or under the TCS Funding IV Receivables and to provide for certain other
changes in circumstances and new arrangements among themselves.


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                ACCORDINGLY, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Loan Agreement Definitions. Terms defined in the Loan Agreement
shall have the same meaning when used herein unless otherwise indicated.

                                   ARTICLE II

                                   AMENDMENTS

         2.1 Amendment to Section 1 of the Loan Agreement.

         (a) Section 1 of the Loan Agreement is hereby amended by adding the
following definitions to such section:

                  "Future Funding IV Receivables" means all of the TCS Funding
         IV Receivables to be transferred by the Borrower to TCS Funding IV
         after May 31, 2000 and arising from time to time in connection with the
         credit card accounts listed on one or more schedules delivered to Coast
         pursuant to Section 4.3 below.

                  "Initial Funding IV Receivables" means any of the TCS Funding
         IV Receivables, whether now existing or hereafter arising, to be
         transferred by the Borrower to TCS Funding IV and associated with the
         credit card accounts listed on Annex F hereto.

                  "TCS Funding IV" means TCS Funding IV, Inc., a Delaware
         corporation.

                  "TCS Funding IV Receivables" means the "Conveyed Property" as
         defined in the TCS Funding IV Receivables Purchase Agreement.

                  "TCS Funding IV Receivables Purchase Agreement" means the
         Receivables Purchase Agreement dated as of May 31, 2000 by and between
         the Borrower, as seller, and TCS Funding IV, as purchaser.

         (b) The definitions of "General Intangibles" and "Receivables" stated
in Section I of the Loan Agreement are hereby amended by amending and restating
such definitions in their entirety to read as follows:


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                  "General Intangibles" means all general intangibles of
         Borrower, whether now owned or hereafter created or acquired by
         Borrower, including, without limitation, all choses in action, causes
         of action, corporate or other business records, Deposit Accounts,
         investment property, inventions, designs, drawings, blueprints,
         patents, patent applications, trademarks and the goodwill of the
         business symbolized thereby, names, trade names, trade secrets,
         goodwill, copyrights, registrations, licenses, franchises, customer
         lists, security and other deposits, rights in all litigation presently
         or hereafter pending for any cause or claim (whether in contract, tort,
         or otherwise), and all judgments now or hereafter arising therefrom,
         all claims of Borrower against Coast, rights to purchase or sell real
         or personal property, rights as a licensor or licensee of any kind,
         royalties, telephone numbers, proprietary information, purchase orders,
         and all insurance policies and claims (including without limitation
         life insurance, key man insurance, credit insurance, liability
         insurance, property insurance and other insurance), tax refunds and
         claims, computer programs, discs, tapes and tape files, claims under
         guaranties, security interests or other security held by or granted to
         Borrower, all rights to indemnification and all other intangible
         property or every kind and nature (other than Receivables) excluding,
         however, the Initial Funding IV Receivables and (subject to the terms
         of Section 4.5 below) any Future Funding IV Receivables."

                  "Receivables" means all of Borrower's now owned and hereafter
         acquired accounts (whether or not earned by performance), letters or
         credit, contract rights, chattel paper, instruments, securities,
         documents, securities accounts, security entitlements, commodity
         contracts, commodity accounts, investment property and all other forms
         of obligations at any time owing to Borrower, all guaranties and other
         security therefor, all merchandise returned to or repossessed by
         Borrower, and all rights of stoppage in transit and all other rights or
         remedies of an unpaid vendor, lienor or secured party; excluding,
         however, the Initial Funding IV Receivables and (subject to the terms
         of Section 4.5 below) any Future Funding IV Receivables."

         2.2 Amendment to Section 4 of the Loan Agreement.

         (a) Section 4.1 of the Loan Agreement is hereby amended by amending the
final parenthetical clause of such section to read as follows: "(all of the
foregoing, together with all other property in which Coast may now or in the
future be granted a lien or security interest, excluding, however, the Initial
Funding IV Receivables and (subject to the terms of Section 4.5 below) any
Future Funding IV Receivables, is referred to herein, collectively, as the
'Collateral')."

         (b) The Loan Agreement is hereby further amended by adding the
following new sections after Section 4.3 thereof.

                  4.4 Release of Initial Funding IV Receivables. Coast hereby
         (i) releases any and all right, title, and interest Coast may have or
         hereafter acquire in the Initial Funding IV Receivables and (ii)
         consents to any sale,


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         assignment, transfer, or conveyance of, or granting of a security
         interest in, the Initial Funding IV Receivables by the Borrower to TCS
         Funding IV pursuant to the terms of the Receivables Purchase Agreement.
         On or before the date of transfer of the Initial Funding IV
         Receivables, Coast agrees to promptly take all further action, and to
         promptly execute and deliver any UCC releases, confirmatory letters,
         and/or any other document, reasonably required by the Borrower (at the
         Borrower's expense) to effect, evidence, complete, and/or confirm
         Coast's release of the Initial Funding IV Receivables.

                  4.5 Release of Future Funding IV Receivables. Coast hereby
         further (i) agrees to release from time to time, any and all right,
         title, and interest Coast may have or hereafter acquire in the Future
         Funding IV Receivables and (ii) consents to any sale, assignment,
         transfer, or conveyance of, or granting of a security interest in, the
         Future Funding IV Receivables, from time to time, by the Borrower to
         TCS Funding IV pursuant to the terms of the Receivables Purchase
         Agreement, subject to each of the following conditions: (a) no Default
         or Event of Default shall have occurred and be continuing at the time
         of, and after giving effect to, such release and (b) the Borrower shall
         have delivered to Coast a schedule identifying the credit card accounts
         with which such Future Funding IV Receivables are associated and a
         certificate to the effect that after giving effect to the release of
         such Future Funding IV Receivables, the outstanding Loans will not
         exceed the Credit Limit. On or before the date of transfer of any
         Future Funding IV Receivables, Coast agrees to promptly take all
         further action, and to promptly execute, any UCC releases (including,
         without limitation, UCC releases in the form of Annex A hereto),
         confirmatory letters, and/or any other document, reasonably required by
         the Borrower (at the Borrower's expense) to effect, evidence, complete,
         and/or confirm Coast's release of such Future Funding IV Receivables.

         2.3 Amendment to Section 8.5(c) of the Loan Agreement. Section 8.5(c)
of the Loan Agreement is hereby amended by restating such subsection in its
entirety to read as follows:

                  "(c) make any investment, equity contribution, loan or other
         transfer to any subsidiary or any other affiliate except for dividends
         or distributions permitted under Section 8.5(k) hereof and except for
         (i) loans or capital contributions to Credit Store Capital Corp. and
         (ii) loans or capital contributions to TCS Funding IV in connection
         with the TCS Funding IV Receivables Purchase Agreement; provided,
         however, Borrower may enter into joint ventures, reasonably acceptable
         to Coast, and may contribute services to joint ventures (or enter into
         service agreements with joint ventures), so long as Borrower does not
         make an investment equity contribution or commingle the collections of
         Receivables;"


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         2.4 Addition of Annex D to the Loan Agreement. The Loan Agreement is
hereby Amended by adding Annex A hereto as Annex D to the Loan Agreement.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations and Warranties. Each of the parties hereto
represents and warrants to the other party that (a) it is duly organized and
existing in good standing under the laws of its jurisdiction of organization and
has full power and authority to make and deliver this Seventh Amendment, (b) the
execution, delivery, and performance of this Seventh Amendment have been duly
authorized by all necessary action and do not and will not violate the
provisions of, or constitute a default under, any presently applicable law or
its organizational documents or any agreement presently binding on it, (c) this
Seventh Amendment has been duly executed and delivered by its duly authorized
attorney-in-fact, officer, or member, as the case may be, and constitutes the
lawful, binding, and legally enforceable agreement and obligation of such party,
and (d) the authorization, execution, delivery, and performance of this Seventh
Amendment do not require notification to, registration with, or consent or
approval by, any federal, state, province, or local regulatory body or
administrative agency.

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1 Ratification. The Amended Loan Agreement is hereby ratified,
approved, and confirmed in every respect, and shall remain in full force and
effect.

         4.2 Further Assurances. The parties hereto agree to do and perform,
from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by the other party to this Seventh
Amendment to more fully effect the purposes of this Seventh Amendment and the
amendments and modifications contained herein, including, without limitation,
the execution of any financing statements or continuation statements or releases
or amendments to financing statements or equivalent documents relating to the
TCS Funding IV Receivables for filing under the provisions of the Uniform
Commercial Code as enacted in any applicable jurisdiction or other laws of any
applicable jurisdiction.

         4.3 Execution in Counterparts and by Facsimile. This Seventh Amendment
may be executed in any number of counterparts (including facsimile counterparts)
and by the different parties on separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same instrument.

         4.4 Costs and Expenses. The Borrower agrees to pay all costs and
expenses in connection with the negotiation, preparation, execution, delivery,
and administration of this



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Fifth Amendment and any and all other documents furnished in connection with the
execution and delivery of this Seventh Amendment, including reasonable
attorneys' fees and expenses.

         4.5 Governing Law. This Seventh Amendment shall be governed by, and
construed in accordance with, the internal laws (without regard to the conflict
of laws provisions) of the State of California.




                            (Signature Page Follows)




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                IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

THE CREDIT STORE, INC.


By: /s/ [ILLEGIBLE]
    -----------------------------------



COAST BUSINESS CREDIT,
a division of Southern Pacific Bank


By:
   -----------------------------------







    (Signature Page 1 of 1 to the Seventh Amendment to Coast Loan Agreement)


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

THE CREDIT STORE, INC.



By:
   ------------------------------------------



COAST BUSINESS CREDIT, a division of Southern
Pacific Bank



By: /s/ [ILLEGIBLE]
   ------------------------------------------







 (Signature Page 1 of 1 to the Seventh Amendment to Coast Loan Agreement)