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                                                                 Exhibit 10.35.1

                                SECOND AMENDMENT
                                     TO THE
                               PURCHASE AGREEMENT


         This Second Amendment to the Purchase Agreement (the "Agreement") is
made and entered into this 21st day of September 2001, by and between FIRST
NATIONAL BANK IN BROOKINGS (the "Bank") and THE CREDIT STORE, INC., a Delaware
corporation, formerly known as SERVICE ONE INTERNATIONAL CORPORATION (the
"Purchaser").


                                    RECITALS:

         WHEREAS, the Bank and Purchaser have entered into a certain Purchase
Agreement dated the 2d day of October 1997, which was subsequently amended the
31st day of August 1998 and the Bank and Purchaser deem a second amendment to
the existing Purchase Agreement is in the interests of the parties;


         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend their
Agreement as follows:


1)         Section 1.3 of the Purchase Agreement shall be amended to delete the
           words Section 4.1 hereof" at the end of the paragraph and replaced
           with the words "Section 4.1 and 4.2 hereof"


2)         Section 1.5 of the aforementioned Purchase Agreement be deleted and
           replaced with the following: "Section 1.5 Bank Fee. In consideration
           of Bank's agreement to sell the Receivables to Purchaser, Purchaser
           shall pay Bank a fee of $1.00 per Card for so long as this Agreement
           remains in effect (the "Fixed Fee"). Purchaser shall pay Bank a
           minimum Fixed Fee based upon 25,000 credit cards. The minimum Fixed
           Fee shall be due and payable during each of the first twelve months
           of the first year of this Agreement, provided that Purchaser shall be
           under no obligation to continue to pay the minimum Fixed Fee if (1)
           Bank materially alters its Credit Criteria and Standards, a copy of
           which is attached hereto as Exhibit A, for the Marketer Card
           Portfolio without the prior written consent of Purchaser, (2) the
           marketing program generating the Marketer Card Portfolio cannot be
           continued due to VISA or MasterCard regulations or state or federal
           law, regulation, or ruling, (3) the Bankcard Marketing Agreement
           between Bank and Purchaser is terminated, or (4) the Marketer Card
           Portfolio is transferred to a financial institution other than Bank.
           Purchaser shall pay the Fixed Fee on the 15th day of each month. The
           Fixed Fee shall be based upon the number of Cards issued and
           outstanding in the Marketer Card Portfolio as of the last day of the
           prior month as shown on the reports of the third-party processor


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           described in Section 1.6 of the Agreement. The Fixed Fee shall be
           paid by cash or wire transfer."


3)         Section 1.6(b) and the second subsection(v) of the Purchase Agreement
           shall be amended to replace the words " within 5 days" with "within
           fifteen (15) days".


4)         Section 1.7 of the purchase Agreement shall be amended to delete the
           words "Except for costs covered by the Base Fee, which cost shall be
           paid for by Bank," and to capitalize the word "any".


5)         Article 4 of the Purchase Agreement shall be amended to add the
           following "Section 4.2 Purchase of Charged-off Card Accounts. If a
           Card account charges-off in accordance with the Banks charge-off
           policy, the Bank shall immediately convey the charged-off Card
           account to the Purchaser. The purchase price for the charged-off Card
           accounts shall be an amount equal to the par value of the outstanding
           credit generated by balance transfers, cash advances, and purchases
           on the Cards accounts that have not previously been purchased by
           Purchaser under the Purchase Agreement."


6)         Section 5.1 of the Purchase Agreement be deleted and replaced with
           the following: "Section 5.1 Contingent Liability Fund. Purchaser
           shall establish and fund a reserve account (the "Contingent Liability
           Fund") at Bank. The Contingent Liability Fund shall be in the name of
           Purchaser, but Purchaser shall only be entitled to withdraw funds or
           other assets therefrom with the written consent of Bank. Purchaser
           shall maintain a cash balance in the Contingent Liability Fund in an
           amount not less than $500,000. In the event the Contingent Liability
           Fund exceeds the aggregate amount of such unused credit lines, the
           Bank shall from time to time (but no less often than quarterly)
           permit the Purchaser to withdraw the amount of such excess from the
           Contingent Liability Fund. The Contingent Liability Fund shall be
           maintained after the termination of this Agreement and shall be
           disbursed to Purchaser only after Bank has reasonably determined that
           Purchaser's obligations to Bank hereunder have been completely
           satisfied.

           As security for Purchaser's obligations to Bank hereunder, Purchaser
           hereby grants to Bank a security interest in the Contingent Liability
           Fund. Bank shall have the right to set off and apply against all
           obligations of Purchaser owed to Bank, at any time and without notice
           to Purchaser, any and all deposits or other sums at any time credited
           by or owing from Bank to Purchaser.

           The Contingent Liability Fund established by Purchaser shall be in
           the form of a Repurchase Agreement for mutually agreed upon and
           identified obligations of the United States government. Each party
           shall take all reasonable actions and execute


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           such documents as necessary to perfect and protect the other party's
           interest in the Repurchase Agreement and the government obligations
           subject thereto.


7)         On or before the date of this Amendment, the Bank shall remit to
           Purchaser $250,000 of the current Contingent Liability Fund balance
           bringing the balance to $500,000."


         In all other respects the October 2, 1997 Purchase Agreement and the
August 31, 1998 Amended Purchase Agreement are confirmed and ratified.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date set forth above.



BANK:                                        PURCHASER:
----                                         ---------

FIRST NATIONAL BANK IN BROOKINGS             THE CREDIT STORE, INC.



By -------------------------------           By -------------------------------


Its ------------------------------           Its -------------------------------




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