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                         AMENDMENT TO PURCHASE AGREEMENT


         This Amendment to the Purchase Agreement is made and entered into this
31st day of August, 1998 by and between First National Bank in Brookings, (Bank)
and The Credit Store, Inc. (Purchaser) fka Service One International Corporation
dba TCS Services, Inc.


WITNESSETH

         WHEREAS, Bank and Purchaser entered into a Purchase Agreement dated
October 2, 1997, and

         WHEREAS, Bank and Purchaser now desire to amend the Purchase Agreement
as hereinafter more particularly set forth;

         NOW, THEREFORE, Bank and Purchaser hereby agree as follows:

         1.       Effective August 1st , 1998 (hereinafter referred to as the
                  "Effective Date"), Article V. Section 5.1 of the Purchase
                  Agreement is hereby amended to read as follows:

                  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 $750,000. 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 and all money, instruments, general
                  intangibles and other property of Purchaser now or hereafter
                  held by Bank. 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


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                  of the United States government. Each party shall take all
                  reasonable actions and execute such documents as necessary to
                  perfect and protect the other party's interest in the
                  Repurchase Agreement and the government obligations subject
                  thereto.

         2.       Effective August 1st, 1998, Article I. Section 1.4 of the
                  Purchase Agreement is hereby amended to read as follows:

                  Section 1.4 Purchase Price. The purchase price for the
                  Receivables shall be the par value of the amounts balance
                  transferred to Cards, plus all cash advances and purchases on
                  the Cards in the Marketer Card Portfolio. The purchase price
                  for these daily purchases of receivables (net daily
                  settlement) shall be paid in cash or by wire transfer on the
                  date of the purchase. Priority of funds disbursement to Bank
                  is established by the Paying Agent Agreement and First
                  Amendment to Lockbox agreement dated April 30, 1998 between
                  The Credit Store, Inc. (Servicer), Norwest Bank South Dakota,
                  N.A., (the Lockbox Bank), Norwest Bank Minnesota, N.A. (the
                  "Paying Agent"), and Coast Business Credit ("Coast").

         3.       As hereby amended, the Purchase Agreement shall remain in full
                  force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Purchase Agreement the day and year above written.


FIRST NATIONAL BANK IN BROOKINGS                 THE CREDIT STORE, INC.

By:    /s/  [Illegible]                          By:  /s/ Michael J. Philippe
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Title:    Vice-President                         Title:    CFO
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