Exhibit No. 10.9







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                        PURCHASE AND ASSUMPTION AGREEMENT



                            Dated as of June 2, 2000


                                     Between


                  Fidelity Federal Bank, A Federal Savings Bank

                                       And

                            Household Bank (SB), N.A.


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                                TABLE OF CONTENTS
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                                                                        Page No.

ARTICLE 1 - DEFINITIONS
         1.1      Definitions                                               1
         1.2      Construction                                              7

ARTICLE 2 - PURCHASE AND SALE OF ACQUIRED ASSETS
         2.1      Acquired Assets                                           7
         2.2      Assumed Liabilities                                       7
         2.3      Purchase Price                                            8
         2.4      Hold Back Amount                                          8
         2.5      Allocation of Purchase Price                              8
         2.6      Reimbursement and Proration of Certain Expenses           9
         2.7      Use of Name and Trademarks                                9
         2.8      Seller's Repurchase Obligations                          10
         2.9      Repurchase Price                                         10
         2.10     Exclusive Remedy                                         11
         2.11     Continued Processing                                     11

ARTICLE 3 - THE CLOSING
         3.1      The Closing                                              12
         3.2      Documents and Certificates                               12
         3.3      Valuation Date Statement                                 12
         3.4      Payments on the Closing Date                             12
         3.5      Settlement Date Statement                                13
         3.6      Payments on the Settlement Date                          13
         3.7      Post Closing Payments                                    13
         3.8      Payment of Hold Back Amount                              14
         3.9      Power of Attorney                                        14
         3.10     Dispute Resolution                                       14

ARTICLE 4 -  CONDITIONS OF CLOSING
         4.1      Conditions Applicable to Purchaser                       15
         4.2      Conditions Applicable to Seller                          17

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES
         5.1      Representations and Warranties of Seller                 18
         5.2      Representations and Warranties of Purchaser              22

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ARTICLE 6 - CERTAIN COVENANTS
         6.1      Mutual Covenants and Agreement                           24
         6.2      Additional Covenants                                     27
         6.3      Covenants of Purchaser                                   31

ARTICLE 7 - INDEMNIFICATION
         7.1      Seller's Indemnification Obligations                     31
         7.2      Purchaser's Indemnification Obligations                  32
         7.3      Definition of Losses                                     32
         7.4      Procedures                                               32

ARTICLE 8 - TERMINATION
         8.1      Termination By Either Party                              34
         8.2      Effect of Termination                                    35

ARTICLE 9 - CONVERSION
         9.1      Expenses                                                 35

ARTICLE 10 - MISCELLANEOUS
         10.1     Survival of Representations and Warranties               35
         10.2     Notices                                                  36
         10.3     Assignment                                               36
         10.4     Entire Agreement                                         37
         10.5     Amendments and Waivers                                   37
         10.6     Expenses                                                 37
         10.7     Captions;  Counterparts                                  37
         10.8     Governing Law                                            37
         10.9     Severability                                             38
         10.10    Independent Contractors                                  38
         10.11    No Joint Venture                                         38
         10.12    Attorneys' Fees                                          38
         10.13    Dispute Resolution                                       38

EXHIBIT A         Form of Settlement Date Statement
EXHIBIT B         Form of Valuation Date Statement
EXHIBIT C         Form of Assignment and Assumption Agreement
EXHIBIT D         Form of Bill of Sale
EXHIBIT E         Form of Escrow Agreement

SCHEDULE 2.1      List of Fixed Assets
SCHEDULE 2.2      List of Software License Agreements
SCHEDULE 2.5      Allocation of Purchase Price
SCHEDULE 4.1(g)   Form of Cardholder Agreements
SCHEDULE 5.1 (e)  List of Litigation and Other Proceedings
SCHEDULE 5.1(p)   List of Enhancement Programs
SCHEDULE 5.1(s)   Accuracy of Bad Debt Experience

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                        PURCHASE AND ASSUMPTION AGREEMENT

This Purchase and Assumption Agreement (the "Agreement") is made and entered
into as of the 2nd day of June, 2000 by and between Fidelity Federal Bank, A
Federal Savings Bank, a federally chartered savings bank ("Seller"), and
Household Bank (SB), N.A., a national banking association ("Purchaser").

                                   WITNESSETH
                                   ----------

         A. Seller is the owner of certain unsecured consumer lines of credit
accessible by credit cards collectively designated as the MMG Portfolio. Seller
is also the owner of certain unsecured consumer lines of credit accessible by
credit cards collectively designated as the ADC Portfolio.

         B. Seller desires to sell, and Purchaser desires to purchase, on the
terms set forth herein, the properties, rights and privileges of Seller in and
to the accounts comprising the MMG Portfolio, and related receivables.

         C. Seller desires to grant to Purchaser an option to purchase the ADC
Portfolio and to engage Purchaser to service the ADC Portfolio following the
Closing Date hereunder pursuant to the terms of a Servicing Agreement between
Seller and Purchaser (the "Servicing Agreement").

                             ARTICLE 1 - DEFINITIONS
                             -----------------------

1.1      Definitions. Except as otherwise specifically indicated, the following
         terms shall have the meanings specified herein.

         "Accountants" shall have the meaning specified in SECTION 3.10.

         "Account Representations and Warranties" shall mean the representations
         and warranties set forth in SECTIONS 5.1 (d) (to the extent such
         representation and warranty relates to an Account), (f), (g), (h) (i),
         (j), (k), (l) (o), (p) and (q).

         "Accounts" shall mean all accounts that are part of the MMG Portfolio
         that are identified by name and account number on the computer tape of
         accounts generated as of the close of processing on the day immediately
         preceding the Closing Date and reflected in the aggregate on the
         relevant CD-121 report for such day (the "Accounts Tape"), excluding
         any Charged-Off Account.

         "Accrued Interest" shall mean the aggregate amount of periodic finance
         charges not posted to the Accounts as of the relevant time, but which
         was earned up to and including the relevant time and which will be
         posted to the Accounts at the end of the respective billing cycles
         immediately following the relevant time.

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         "Acquired Assets" shall have the meaning specified in SECTION 2.1.

         "Affiliate" shall mean, with respect to any person, corporation or
         entity, any other person, corporation or entity that directly or
         indirectly controls, is controlled by or is under common control with
         such person, corporation or entity.

         "Affinity Marketers" shall mean RevCorp, MMG, Hometown Dealers,
         Nationwide Capital Company, LLP and Preferred Consumers Network.

         "Agreement" shall have the meaning specified in the Introduction.

         "Assignment and Assumption Agreement" shall have the meaning specified
         in SECTION 3.2.

         "Assumed Lease" shall mean that certain Lease Agreement between Bank
         Plus Credit Services Corporation as lessee and Landlord as lessor dated
         October 1, 1998 under which Seller occupies the Beaverton Operations
         Center.

         "Assumed Liabilities" shall have the meaning specified in SECTION 2.2.

         "Bank Plus" shall mean Bank Plus Corporation, a Delaware corporation,
         as successor in interest to Bank Plus Credit Services Corporation, and
         the corporate parent of Seller.

         "Bankrupt Account" shall mean an Account that fits one or more of the
         following descriptions as of the Cut-Off Time:

                  (i)      is identified on the Seller's processing system as an
                           external status code "B"; or

                  (ii)     the Cardholder has filed bankruptcy, the filing date
                           occurred after the Account open date and before the
                           Cut-Off Time and the bankruptcy proceeding has not
                           been dismissed before the Closing Date.

         "Beaverton Operations Center" shall mean the facilities occupied by
         Seller under the Assumed Lease, which are located at 12901 S. W.
         Jenkins Road, Beaverton, Oregon 97005.

         "Bill of Sale" shall have the meaning specified in Section 3.2.

         "Books and Records" shall mean all books and records in the possession
         of Seller or Seller's processor relating to the Acquired Assets,
         including all existing records, applications for Accounts, cardholder
         agreements, disclosure statements, acceptance certificates for
         prescreened offers, periodic statements, credit and collection files,
         file maintenance data and correspondence, and other records relating to
         the Acquired Assets whether in documentary form or on microfilm,
         microfiche, magnetic tape, computer disk or other form.

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         "Business Day" shall mean each day other than Saturday, Sunday or a day
         on which banking institutions in the State of California are authorized
         or obligated by law or regulation to close.

         "Cardholder" shall mean an applicant in whose name an Account was
         established or is maintained.

         "Cardholder Agreement" shall mean an agreement between Seller and a
         Cardholder containing the terms and conditions of the relevant Account.

         "Charged-Off Account" shall mean an Account that fits one of the
         following descriptions as of the Cut-Off Time:

                  (i)      any Account which has been identified on the Seller's
                           processing system with the external status code "Z";

                  (ii)     any Account with a balance that is equal to or more
                           than 180 days contractually delinquent;

                  (iii)    any Account that is not statused as charged-off on
                           the Seller's processing system but should have been
                           so statused prior to the Cut-Off Time in accordance
                           with the Policies and Procedures.

         "Closing" shall have the meaning specified in SECTION 3.1.

         "Closing Date" shall have the meaning specified in SECTION 3.1.

         "Closing Time" shall have the meaning specified in SECTION 3.1.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Conversion Date" shall mean the date on which processing of the
         Accounts is transferred to Purchaser or its agent.

         "Covered Account" shall have the meaning specified in SECTION 2.8.

         "Credit Balances" shall mean all amounts owing by Seller to Cardholders
         on Accounts as of the relevant date.

         "Credit Card" shall mean a MasterCard credit card issued by Seller to a
         Cardholder.

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         "Credit Card Marks" shall mean such trademarks and service marks of
         Seller as have been used in connection with the Accounts, provided that
         such term shall not include trademarks or service marks of any Affinity
         Marketer, MasterCard or any network.

         "Credit Card Receivables" shall mean all amounts owing, whether or not
         billed, to Seller by Cardholders with respect to Accounts, including
         extensions of credit, accrued and posted periodic finance charges, and
         any other charges and fees assessed on said Accounts, plus Accrued
         Interest at the relevant time.

         "Current Policies and Procedures" shall mean the Policies and
         Procedures as in effect on April 13, 2000.

         "Cut-Off Time" shall mean 11:59 P.M. on the Closing Date.

         "Deceased Account" shall mean an Account that fits one or more of the
         following descriptions as of the Cut-Off Time:

                  (i)      any Account which has been identified on the Seller's
                           processing system in a type code credit rating or
                           user status code as deceased; or

                  (ii)     any Account for which the Cardholder has died before
                           the Cut-Off Time, as evidenced by a death certificate

         "Employees" shall have the meaning specified in SECTION 6.2(j).

         "Escrow Holder" shall mean the entity selected by Purchaser and Seller
         to hold the funds in the escrow.

         "Estimated Liquidated Amount" shall have the meaning specified in
         Section 3.8.

         "Excluded Account" shall mean, as of the Cut-Off Time, any Account that
         does not comply with the representations and warranties contained in
         this Agreement, and:

                  (i)      Any Account which as of the Cut-Off Time are, or
                           should have been, classified as fraud/stolen ("U"),
                           which was generated from fraud activity perpetrated
                           prior to the Cut-Off Time;

                  (ii)     Any Account the outstanding balance of which are
                           classified, or should have been classified by Seller,
                           as of the Cut-Off Time, as one hundred twenty (120)
                           days or more past due; and

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                  (iii)    Any Account classified, or that should have been
                           classified by Seller, as of the Cut-Off Time, as a
                           Bankrupt Account, a Lost Account or a Deceased
                           Account.

         "FDR" shall mean First Data Resources.

         "Federal Funds Rate" shall mean, for any period during which the
         Federal Funds Rate is to be charged pursuant to this Agreement, the
         average of the high and low "Federal Funds" interest rates for any day
         (or the previous business day if such day is not a business day),
         excluding the day that payment is made, as such rate is reported on the
         following business day in the Money Rates Column of the Wall Street
         Journal or as determined in such other mutually acceptable manner as
         the parties agree if the Wall Street Journal is no longer reporting
         such rate.

         "Fixed Assets" shall have the meaning specified in SECTION 2.1.

         "Hold Back Amount" shall mean an amount equal to ten percent (10%) of
         the Purchase Price.

         "Indemnified Party" shall have the meaning specified in SECTION 7.4(a).

         "Indemnifying Party" shall have the meaning specified in SECTION
         7.4(a).

         "Landlord" shall mean Center Developments Oreg. Ltd.

         "Losses" shall have the meaning specified in SECTION 7.3.

         "Lost Account" shall mean an Account which as of the Cut-Off Time is
         identified on the Seller's processing system with the external status
         code "L".

         "MasterCard" shall mean MasterCard International Incorporated.

         "MMG" shall mean MMG Direct, Inc., a Texas corporation.

         "MMG Portfolio" shall mean all credit card accounts originated under
         the Seller's agreements with MMG dated November 21, 1997 and December
         10, 1997 and included on the Seller's servicing system as bank
         identified number ("BIN") 541444 which includes principal codes 00, 01,
         03, 04, 10 and 11.

         "Operating Regulations" shall mean the by-laws, rules and regulations
         of MasterCard.

         "Policies and Procedures" shall mean the written policies and
         procedures of Seller relating to the Accounts, as in effect from time
         to time.

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         "Post Closing Payments" shall have the meaning specified in SECTION
         3.7.

         "Protected Party" shall have the meaning specified in SECTION 6.1(c).

         "Purchase Price" shall have the meaning specified in SECTION 2.3.

         "Purchaser" shall have the meaning specified in the Introduction.

         "Related Agreements" shall mean the Assignment and Assumption
         Agreement, the Bill of Sale and the Servicing Agreement.

         "Repurchase Price" shall have the meaning specified in SECTION 2.9.

         "RevCorp" shall mean Revelation Corporation of America, a Delaware
         corporation.

         "Seller" shall have the meaning assigned in the Introduction.

         "Servicing Agreement" shall have the meaning specified in Recital C.

         "Settlement Date" shall mean the date (not later than forty-five (45)
         days after the Closing Date) on which the parties make any adjustment
         to the Purchase Price and the corresponding payment.

         "Settlement Date Statement" shall mean a statement, substantially in
         the form of EXHIBIT A attached hereto, which contains a computation of
         the Purchase Price as of the Closing Date.

         "Tax" shall mean any federal, state, local or foreign net income, gross
         income, gross receipts, windfall profit, severance, property,
         production, sales, use, license, excise, franchise, employment,
         payroll, withholding, alternative or add-on minimum, ad valorem, value
         added, transfer, stamp, or environmental tax, or any other tax, custom,
         duty, governmental fee or other like assessment or charge of any kind
         whatsoever, together with any interest or penalty, addition to tax or
         additional amount imposed by any governmental authority.

         "Unauthorized Use" shall mean use that was made by a person other than
         the Cardholder who did not have actual, implied or apparent authority
         for such use of the Account and from which the Cardholder received no
         benefit.

         "Valuation Date" shall mean the close of business on the fifth Business
         Day prior to the Closing Date or such other date as the parties may
         mutually agree.

         "Valuation Date Statement" shall mean a statement, substantially in the
         form of EXHIBIT B attached hereto and incorporated herein, which
         contains a good faith computation of the Purchase Price (based, in the
         case of the Accounts, on a computer printout relating to the Accounts,
         and including estimated Accrued Interest), excluding the Post Closing
         Payments described in SECTION 3.7, as of the Valuation Date.

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1.2      CONSTRUCTION. Unless the context otherwise clearly indicates, words
         used in the singular include the plural and words used in the plural
         include the singular. The Schedules and Exhibits referred to herein
         shall be construed with and as an integral part of this Agreement to
         the same extent as if they were set forth verbatim herein.

                ARTICLE 2 - PURCHASE AND SALE OF ACQUIRED ASSETS
                ------------------------------------------------

2.1      ACQUIRED ASSETS. (a) On the Closing Date, Purchaser agrees to purchase
         from Seller, and Seller agrees to sell, convey, assign and transfer to
         Purchaser, all of Seller's right, title and interest in, to and under
         the following assets and the following rights and privileges granted by
         Seller, as the same exist on the Closing Date:

                  (i)      the Accounts;

                  (ii)     the Credit Card Receivables;

                  (iii)    the Credit Cards with respect to the Accounts;

                  (iv)     the plastic stock, statement stock and related
                           materials relating to the Accounts;

                  (v)      the MasterCard bank identified number 541444; and

                  (vi)     the furniture, fixtures, assets, leasehold
                           improvements, equipment and other tangible personal
                           property (collectively, the "Fixed Assets") located
                           at the Beaverton Operations Center and identified on
                           SCHEDULE 2.1.

         (b)      On the Closing Date, Seller shall terminate the sublease
                  between Seller and Bank Plus relating to the Beaverton
                  Operations Center, cause Bank Plus to assign to Purchaser all
                  of the rights and privileges under the Assumed Lease and
                  notify and obtain the consent of the Landlord to such
                  assignment. The rights and privileges of Bank Plus under the
                  Assumed Lease, together with the items described in SECTION
                  2.1(A), are hereinafter sometimes referred to as the "Acquired
                  Assets".

2.2      ASSUMED LIABILITIES. On and after the Closing Date, Purchaser shall
         assume and perform and discharge the following obligations of Seller
         with respect to the Acquired Assets (collectively, the "Assumed
         Liabilities"): (i) the obligation to pay fees and assessments to

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         MasterCard on the Accounts accruing on and after the Closing Date; (ii)
         all of Seller's obligations under the Operating Regulations with
         respect to the Accounts, including any obligations relating to the bank
         identified number; (iii) all of Seller's obligations under the
         Cardholder Agreements, except the obligation to pay Credit Balances,
         (iv) all of Seller's obligations under the Assumed Lease (v) all of
         Seller's obligations to comply with the restrictions of the software
         license agreements set forth in SCHEDULE 2.2 relating to any item of
         Fixed Assets; and (vi) all of the obligations assumed by Purchaser
         under SECTION 2.11 of this Agreement. Except as expressly set forth in
         this Agreement, Purchaser shall not be deemed to have assumed any other
         liability or obligation of the Seller. Without limiting the generality
         of the foregoing, Purchaser does not assume, and nothing in this
         Agreement shall be deemed to evidence any intent to assume, and the
         term Assumed Liabilities does not include, any Taxes for which Seller
         is liable under SECTION 6.2(f) or SECTION 10.6.

2.3      PURCHASE PRICE. The purchase price for the Acquired Assets (the
         "Purchase Price") shall be an amount, determined as of the Cut-Off
         Time, equal to (x) 42.5% multiplied by an amount equal to the total
         amount of all Credit Card Receivables except for Credit Card
         Receivables with respect to Excluded Accounts plus (y) an amount equal
         to fifty percent (50%) of the book value of the Fixed Assets, provided
         that such amount shall not exceed $1.6 million.

2.4      HOLD BACK AMOUNT. In order to secure Seller's obligations (i) to
         indemnify Purchaser and its Affiliates and their respective
         stockholders, officers, directors and employees pursuant to SECTION
         7.1, (ii) to repurchase or adjust the purchase price in respect of
         Covered Accounts pursuant to SECTION 2.8, (iii) to indemnify Purchaser
         and its Affiliates and their respective stockholders, officers,
         directors and employees pursuant to SECTION 12.2 of the Servicing
         Agreement, and (iv) to pay compensation pursuant to SECTION 6.4 of the
         Servicing Agreement, Purchaser shall deposit with the Escrow Holder on
         the Closing Date the portion of the Purchase Price equal to the Hold
         Back Amount. The Hold Back Amount shall be held by the Escrow Holder
         pursuant to the terms of an Escrow Agreement in the form attached
         hereto as EXHIBIT E and shall be payable to Seller as provided in
         SECTION 3.8.

2.5      ALLOCATION OF PURCHASE PRICE. The Purchaser and Seller agree that the
         Purchase Price shall be allocated among the Acquired Assets (and
         adjusted on the Settlement Date to reflect any post-closing adjustments
         as described in Article III hereof) as set forth on SCHEDULE 2.5
         attached hereto and in accordance with Section 1060 of the Code and the
         regulations promulgated thereunder, the fair market values as set forth
         in SCHEDULE 2.5 having been agreed to by the parties. Purchaser and
         Seller will file all tax returns and other tax related schedules and
         documents required to be filed by them in accordance with those fair
         market values and allocations, and will not adopt or otherwise assert
         tax positions inconsistent therewith. Notwithstanding the foregoing, in
         the event the Internal Revenue Service challenges any position taken by
         the parties hereto, the party against which a challenge is made may
         settle or litigate such challenge without the consent of, or liability
         to, the other parties.

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2.6      REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All expenses relating
         to the Beaverton Operations Center (i) due and payable after the
         Closing Date for periods prior to the Closing Date or (ii) paid prior
         to the Closing Date for periods after the Closing Date including,
         without limitation and to the extent applicable, rents, real estate
         taxes, assessments, utility payments, medical benefit premiums for
         employees hired by Purchaser, payments due on the Assumed Lease (other
         than payments to obtain consents or similar approvals to transfer the
         Assumed Lease to Purchaser) and similar expenses, shall be prorated
         between the Purchaser and the Seller (on the basis of the actual number
         of days elapsed and a 360 day year or shorter period as applicable
         pursuant to the relevant invoice therefor) as of the Closing Date. For
         prorations, if any, which cannot be reasonably calculated as of the
         Closing Date, a post-closing adjustment shall be made as soon as
         reasonably possible thereafter and in no event later than the
         Settlement Date, and payment of such prorated amount shall be taken
         into account in the payment made on the Settlement Date. Any payments
         made or agreed to in order to obtain the consent or other approval from
         a party to the Assumed Lease to permit the transfer of such Assumed
         Lease to Purchaser shall be solely the cost and expense of Seller.

2.7      USE OF NAME AND TRADEMARKS.

         (a)      LIMITED LICENSE. On and after the Closing Seller grants to
                  Purchaser a limited, nonexclusive, nontransferable except as
                  to an Affiliate, nonsublicensable license to use, for the time
                  and subject to the limitations set forth herein (i) to use the
                  name of Seller and the Credit Card Marks on periodic
                  statements for as long as statement stock exists at FDR but in
                  no event more than six (6) months; and (ii) to use the name of
                  Seller (but not the Credit Card Marks) to identify the former
                  owner of the Accounts in connection with customer service and
                  collection purposes until two (2) years from the Closing Date.
                  Purchaser and such Affiliate shall use the Credit Card Marks
                  in accordance with such license solely in the forms and
                  formats currently in use for Credit Cards, periodic statements
                  and communications, or in the forms and formats and on such
                  forms as Seller shall approve in writing prior to any such
                  use, which approval shall not be unreasonably withheld.
                  Purchaser shall not utilize the name or any trademark or
                  service mark of the Affinity Marketers, except that the name
                  of an Affinity Marketer may be used solely in collection and
                  customer service activities to refer to Accounts as previously
                  having been identified with such Affinity Marketer. Purchaser
                  shall not have any obligation to recall Credit Cards using the
                  name of Seller or the Credit Card Marks. Purchaser agrees that
                  it shall not use the name of Seller, the Credit Card Marks or
                  the name or trademark or service mark of any Affinity Marketer
                  except as permitted under this SECTION 2.7.

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         (b)      RIGHTS RESERVED BY SELLER. It is expressly agreed that
                  Purchaser is not purchasing or acquiring any right, title or
                  interest in the Credit Card Marks. Purchaser acknowledges that
                  Seller exclusively owns the Credit Card Marks and goodwill
                  related thereto and symbolized thereby. Purchaser shall not
                  combine the Credit Card Marks with any other mark or term, and
                  shall not use the Credit Card Marks in any manner which will
                  materially damage or diminish Seller's goodwill. Purchaser
                  shall immediately upon receipt of written notice from Seller,
                  which notice shall provide detailed and legally sufficient
                  information about inconsistent usage of the Credit Card Marks,
                  cease any act or practice that has or is likely to materially
                  damage or diminish the goodwill of Seller or its Affiliates.

2.8      SELLER'S REPURCHASE OBLIGATIONS. After the Closing Date, in the event
         any Account acquired hereunder by Purchaser is an Account which should
         have been classified as an Excluded Account (each such Account, a
         "Covered Account"), Purchaser may, from time to time (but no more
         frequently than once each quarter), on or before the date which is one
         year after the Closing Date, (i) in the case of a Covered Account as to
         which a representation and warranty has been breached request that
         Seller repurchase such Account (and all other Acquired Assets relating
         to such Account) and Seller shall repurchase such Account (and all
         other Acquired Assets relating to such Account) for an amount equal to
         the Repurchase Price set forth in SECTION 2.9; and (ii) in the case of
         a Covered Account which should have been classified as an Excluded
         Account on the Closing Date, reduce the Purchase Price by an amount
         equal to the Repurchase Price: PROVIDED, however, that Seller shall not
         be required to effect such repurchase or adjustment until the sum of
         such adjustments and repurchases, and any prior adjustments or payments
         of the Repurchase Price, is in excess of $25,000, at which time Seller
         shall be required to repurchase all such Covered Accounts or adjust the
         Purchase Price with respect to all such Covered Accounts. Such requests
         may be made during the period from the Closing Date until the date
         which is one year after the Closing Date. On the Settlement Date, or if
         such request is made later than four Business Days before the
         Settlement Date, then within 5 days after the receipt from Purchaser of
         a list of Covered Accounts to be repurchased, Seller shall deliver to
         Purchaser an amount equal to the aggregate Repurchase Price for such
         Covered Accounts.

2.9      REPURCHASE PRICE. The Repurchase Price for a Covered Account (the
         "Repurchase Price") shall be equal to 42.5% of the outstanding balance
         of such Covered Account as of the Cut-Off Time, less any payment
         received with respect thereto by Purchaser between the Closing Date and
         the date of repurchase, plus purchases and cash advances made with
         respect thereto by Purchaser between the Closing Date and the date of
         repurchase. Upon payment of the Repurchase Price as set forth herein
         with respect to an account which has been repurchased, Purchaser shall
         deliver to Seller all files and Books and Records relating to such
         repurchased Covered Account and shall execute and deliver such

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         instruments of transfer or assignment, in each case without recourse,
         as shall be necessary to revest in Seller title to such repurchased
         Covered Account on the same basis owned by Seller immediately prior to
         the Closing Date. The Escrow Agreement shall provide that in the event
         of the failure or refusal of the Seller to repurchase or adjust the
         Purchase Price in respect of a Covered Account in response to a request
         given pursuant to SECTION 2.8 of this Agreement, where such failure or
         refusal continues after five (5) days' written notice of such default
         has been given to Seller, Purchaser may instruct the Escrow Holder to
         remit such amount to Purchaser.

2.10     EXCLUSIVE REMEDY. Repurchase of an account or adjustment of the
         Purchase Price as set forth in SECTIONS 2.8 and 2.9 shall be the sole
         and exclusive remedy for any breach of an Account Representation and
         Warranty, except to the extent the indemnification provisions of
         ARTICLE 7 are available in the event of any Loss.

2.11     CONTINUED PROCESSING. Prior to the Conversion Date, Seller shall ensure
         the continued processing of the Accounts by FDR and EDS subject to the
         agreements currently in place between Seller and such parties and shall
         not amend such agreements without the prior written consent of
         Purchaser.

         (a)      FDR. Purchaser shall pay all processing fees, excluding
                  minimum processing penalties, conversion and termination
                  penalties, charged by FDR directly related to the processing
                  of the MMG Portfolio based on an allocation of fees mutually
                  agreed upon by the parties to ensure that Purchaser pays only
                  such fees related to the MMG Portfolio. Seller shall maintain
                  the existing agreement with FDR in full force and effect until
                  November 30, 2001 or such earlier date as mutually agreed to
                  by the parties. Prior to the Closing Date, Seller shall obtain
                  from FDR its written consent to Purchaser's full
                  participation, rights and access to the FDR processing system
                  for the MMG Portfolio, including but not limited to, making
                  PCF and other system setting changes, direct terminal access
                  and/or dial up service, inventory supply control, letter,
                  statement and notice modifications, authorization parameter
                  control, collection management settings and controls,
                  charge-off parameters, the ability to add or modify system
                  enhancements, credit control process changes, credit bureau
                  reporting and updates and card activation services.

         (b)      EDS. Purchaser shall pay all processing fees, excluding
                  minimum processing penalties and termination penalties,
                  charged by EDS directly related to the processing of the MMG
                  Portfolio. Seller shall maintain the existing agreement with
                  EDS in full force and effect, and, prior to the Closing Date
                  shall obtain from EDS its written consent to Purchaser's full
                  participation, rights and access to the EDS processing system
                  for the MMG Portfolio, including but not limited to the right
                  to convert the payment processing to Purchaser at any time
                  without the imposition of a penalty on Purchaser, assistance
                  from EDS for such conversion, and the right to audit EDS.

                                       11
<PAGE>

                             ARTICLE 3 - THE CLOSING
                             -----------------------

3.1      THE CLOSING. Subject to the satisfaction or waiver of all conditions
         set forth in ARTICLE 4, the closing of the transactions contemplated
         herein (the "Closing") shall be by facsimile transmission (FAX) at 11
         a.m. Pacific Time on June 30, 2000, or at such other time, place and
         manner as may be mutually agreed by the parties hereto (such time and
         date being referred to herein as the "Closing Time" and the "Closing
         Date," respectively).

3.2      DOCUMENTS AND CERTIFICATES. At the Closing, (i) Seller shall deliver to
         Purchaser, and Purchaser shall deliver to Seller, an agreement (the
         "Assignment and Assumption Agreement") which conveys to Purchaser all
         of Seller's rights, title and interest in and to the Acquired Assets,
         other than the Fixed Assets, to be transferred thereby and under which
         Purchaser shall assume the Assumed Liabilities and (ii) Seller shall
         deliver to Purchaser, a bill of sale (the "Bill of Sale") which conveys
         to Purchaser all of Seller's right, title and interest in and to the
         Fixed Assets to be transferred thereby. The Assignment and Assumption
         Agreement shall be in the form of Exhibit C attached hereto and the
         Bill of Sale shall be in the form of Exhibit D attached hereto, each
         dated the Closing Date, and shall be appropriately completed and duly
         executed. Seller shall execute and deliver all such additional
         instruments, documents or certificates as may be reasonably requested
         by Purchasers for the consummation at the Closing of the transactions
         contemplated by this Agreement. At the Closing, Seller shall cause to
         be delivered to Purchaser, and Purchaser shall deliver to Seller, an
         assignment and assumption of the Assumed Lease under which Bank Plus
         transfers to Purchaser its interest as lessee in the Assumed Lease and
         Purchaser assumes all obligations arising after the Closing Date under
         the Assumed Lease.

3.3      VALUATION DATE STATEMENT. Seller shall use its reasonable best efforts
         to deliver to Purchaser the Valuation Date Statement, along with the
         appropriate reports and other supporting calculations, as soon as
         possible after the Valuation Date. Purchaser shall have the right to
         review the Valuation Date Statement, together with any supporting
         documents reasonably requested by Purchaser to verify the accuracy and
         completeness of the valuations set forth therein and the Valuation Date
         Statement shall be revised by Seller to reflect any corrections agreed
         to by Purchaser and Seller.

3.4      PAYMENTS ON THE CLOSING DATE. On the Closing Date, Purchaser shall pay
         Seller an amount equal to (i) the Purchase Price (excluding the Post
         Closing Payments described in SECTION 3.7) based on the Valuation Date
         Statement less (ii) the Hold Back Amount. Payment to Seller on the
         Closing Date shall be made by a Fedwire transfer no later than 11 a.m.
         Pacific Time in immediately available U.S. dollars to an account
         designated in writing by Seller.

                                       12
<PAGE>

3.5      SETTLEMENT DATE STATEMENT. Purchaser shall use its reasonable best
         efforts to deliver to Seller the Settlement Date Statement as soon as
         possible but at least five (5) Business Days prior to the Settlement
         Date. Seller shall have the right to review the Settlement Date
         Statement, together with any supporting documents reasonably requested
         by Seller to verify the accuracy and completeness of the valuations set
         forth therein and the Settlement Date Statement shall be revised by
         Purchaser to reflect any corrections agreed to by Purchaser and Seller.

3.6      PAYMENTS ON THE SETTLEMENT DATE. If the Purchase Price for the Acquired
         Assets as reflected on the Settlement Date Statement is greater than
         the Purchase Price paid by Purchaser on the Closing Date, then
         Purchaser shall remit the difference to Seller, together with interest
         on such amount at the Federal Funds Rate divided by three hundred sixty
         (360) for each day during the period from the Closing Date to the
         Settlement Date. If the Purchase Price for the Acquired Assets as
         reflected on the Settlement Date Statement is less than the Purchase
         Price paid by Purchaser on the Closing Date, then Seller shall remit
         the difference to Purchaser together with interest on such amount at
         the Federal Funds Rate divided by three hundred sixty (360) for each
         day during the period from the Closing Date to the Settlement Date.
         Payments shall be remitted no later than 11 a.m. Pacific Time by a
         Fedwire transfer in immediately available U.S. dollars to an account
         designated by the party to which payment is due.

3.7      POST CLOSING PAYMENTS. (a) If (i) Seller is debited by MasterCard after
         the Cut-Off Time for a chargeback in respect of which Seller provided a
         Cardholder a credit on an Account prior to the Cut-Off Time, or (ii) a
         check from a Cardholder in payment of amounts owed on an Account, which
         was credited to such Account prior to the Cut-Off Time, is returned
         unpaid by the drawee after the Cut-Off Time, or (iii) Purchaser
         provides a credit on an Account with respect to Unauthorized Use of an
         Account prior to the Cut-Off Time, or (iv) Purchaser provides a credit
         on an Account in connection with a transaction posted before the
         Cut-Off Time as a result of rights asserted by the Cardholder under 12
         CFR ss.226.12(c) or 12 CFR ss.226.13(d), then an adjustment to the
         Purchase Price shall be made in favor of Seller (in the case of clause
         (i) or (ii)) and Purchaser (in the case of clause (iii) or (iv)) in the
         amount of 42.5% of such chargeback, check or credit (as the case may
         be), . The party with knowledge of the facts relating to such Accounts
         or amounts shall provide to the other party written notice and
         supporting documentation (to the extent available to such party) as
         promptly as practicable after discovery such facts. On the Settlement
         Date, or if such notice and supporting documentation is received by
         such party after the fourth Business Day before the Settlement Date,
         within five (5) Business Days after receipt of said notice, Seller or
         Purchaser, as the case may be, shall reimburse the other party, in
         immediately available funds, for the amount of said adjustment,
         together with interest on the reimbursed amount computed from and
         including the Closing Date through and excluding the date of
         reimbursements at an interest rate equal to the Federal Funds Rate
         divided by 360 for each day during such period. Notwithstanding the
         foregoing, the parties agree that this SECTION 3.7 shall be implemented
         fairly and equitably so as to avoid the double payment or failure to
         pay any amount which would result in the unjust enrichment of any party
         pursuant to the terms hereof.

                                       13
<PAGE>

         (b) On the 60th day after the Closing Date, Purchaser shall provide to
         Seller a list of Accounts as to which annual fees were required under
         the Current Policies and Procedures to be refunded to the Cardholder,
         and which have so been refunded, which list will set forth the amount
         refunded with respect to each Account. Within 15 days after such list
         is provided, Seller shall reimburse to Purchaser the aggregate amount
         of such refunds, up to a maximum of $100,000.

3.8      PAYMENT OF HOLD BACK AMOUNT. The Escrow Agreement shall provide that
         upon the expiration of two (2) years from the Closing Date, the Hold
         Back Amount shall be remitted by the Escrow Holder to Seller; provided,
         however, that there shall be retained in escrow an amount equal to the
         Estimated Liquidated Amount of any claim or claims for indemnification
         for which notice has been given by Purchaser pursuant to SECTION 7.4(a)
         of this Agreement or pursuant to SECTION 12.3(A) of the Servicing
         Agreement between the Closing Date and such two year anniversary date.
         The Estimated Liquidated Amount shall be proposed by Purchaser in
         writing promptly after the giving of notice pursuant to SECTION 7.4(a)
         of this Agreement or SECTION 12.3(A) of the Servicing Agreement, and in
         no event later than the second anniversary of the Closing Date and
         shall be based only upon claims actually asserted by third parties.
         Within five Business Days of such proposal, Seller shall either accept
         such Estimated Liquidated Amount or reject such Estimated Liquidated
         Amount and propose an Estimated Liquidated Amount. If Seller rejects
         the Purchaser's proposed Estimated Liquidated Amount, Seller and
         Purchaser shall negotiate in good faith in an attempt to agree upon the
         Estimated Liquidated Amount, and if such parties shall fail to agree
         for a period of ten Business Days, the amount of the Estimated
         Liquidated Amount shall be subject to dispute resolution in accordance
         with SECTION 10.13, and the amount of such Estimated Liquidated Amount
         as determined in accordance therewith shall be final. In no event shall
         the Hold Back Amount or its payment in accordance with SECTION 3.8 be
         deemed to limit the time in which Purchaser may bring a claim, or the
         amount of claims that Purchaser may bring, under this Agreement.

3.9      POWER OF ATTORNEY. Effective upon the Closing Date and thereafter,
         Seller hereby irrevocably names, constitutes, and appoints Purchaser,
         acting through itself or its officers, agents, employees and
         representatives, its duly authorized special, limited attorney-in-fact
         and agent with full power and authority to endorse in Seller's name,
         any checks relating to the Accounts.

3.10     DISPUTE RESOLUTION. Seller and Purchaser agree to attempt in good faith
         to resolve any disputes arising in connection with the payments made or
         demanded by the parties under this Article 3. In the event Purchaser
         and Seller are unable to resolve any such dispute (other than the
         determination of the Estimated Liquidated Amount as provided in SECTION

                                       14
<PAGE>

         3.8), either party may request a mutually agreed upon nationally
         recognized firm of independent accountants (the "Accountants") to
         reconcile any financial items in dispute. Any such request shall be in
         writing, shall specify with particularity the disputed amounts being
         submitted for determination and a direction to the Accountants to
         proceed with such review as soon as practicable. The requesting party
         shall furnish the other party hereto with a copy of such request at the
         same time it is submitted to the Accountants. Purchaser and Seller
         shall cooperate fully in assisting the Accountants in their review,
         including, without limitation, by providing the Accountants full access
         to all files, books and records relevant thereto and providing such
         other information as the Accountants may reasonably request in
         connection with any such review. One-half (1/2) of the fees and
         disbursements of such Accountants arising out of such review shall be
         borne by each of Purchaser and Seller. In the event the determination
         made by the Accountants requires either party to make payment to the
         other of any additional amount, such party shall make such payment no
         later than five (5) Business Days following receipt from the
         Accountants of written notice to both parties of such determination
         plus interest on any amount due at a rate equal to the Federal Funds
         Rate divided by 360 for each day during the period from the date on
         which a payment was required pursuant to the terms of this Agreement
         through the date of payment.


                        ARTICLE 4 - CONDITIONS OF CLOSING
                        ---------------------------------

4.1      CONDITIONS APPLICABLE TO PURCHASER. The obligation of Purchaser under
         this Agreement to consummate the transactions contemplated by this
         Agreement is subject to the satisfaction or waiver by Purchaser of the
         following conditions as of the Closing Date:

         (a)      RELATED AGREEMENTS. Seller shall have executed and delivered
                  to Purchaser each of the Related Agreements.

         (b)      FINANCING STATEMENTS. At or before the Closing Date, Seller
                  shall have executed and delivered to Purchaser, financing
                  statements, prepared by Purchaser, in the appropriate form for
                  filing under the Uniform Commercial Code of the States of
                  California and Oregon to give notice of Purchaser's interest
                  in the Credit Card Receivables.

         (c)      BOARD RESOLUTIONS. Purchaser shall have received from Seller
                  certified resolutions of Seller's Board of Directors
                  authorizing the execution and delivery of this Agreement and
                  the Related Agreements and the consummation of the
                  transactions contemplated hereby and thereby.

                                       15
<PAGE>

         (d)      PERFORMANCE OF THIS AGREEMENT. All the terms, covenants and
                  conditions of this Agreement to be complied with and performed
                  by Seller at or prior to the Closing Date shall have complied
                  with and performed in all material respects.

         (e)      ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Seller (other than the
                  Account Representations and Warranties) shall be true and
                  correct in all material respects on the Closing Date as though
                  made on the Closing Date, except for changes therein
                  specifically permitted by this Agreement or resulting from any
                  transactions expressly consented to in writing by Purchaser.

         (f)      NO MATERIAL ADVERSE CHANGE. Since April 13, 2000, there shall
                  have been no material adverse change in the condition,
                  financial or otherwise, of the Acquired Assets other than
                  fluctuations in value of the Credit Card Receivables.

         (g)      LITIGATION. No action, suit, litigation or proceeding related
                  to any of the transactions contemplated hereby shall have been
                  threatened or instituted by a governmental body which in the
                  opinion of Purchaser (after consultation with its counsel) is
                  reasonably likely to restrict or prohibit any of the
                  transactions contemplated hereby or to have a material adverse
                  effect on the Acquired Assets.

         (h)      CONSENTS. All consents of any person, and all consents,
                  licenses, permits or approvals or authorizations or exemptions
                  by notice or report to, or registrations, filings or
                  declarations with, any governmental authority, in connection
                  with the execution or delivery by Seller, and the validity or
                  enforceability against Seller, of this Agreement and the
                  Related Agreements and the consummation of the transactions
                  contemplated hereby and thereby, or the performance by
                  Purchaser or Seller of their obligations hereunder or
                  thereunder, have been obtained at or prior to the Closing
                  Date.

         (i)      ACQUISITION LAWFUL. The acquisition of the Acquired Assets
                  shall not violate any applicable statute, rule or regulation
                  in effect on the Closing Date.

         (j)      NO INJUNCTION. There must not be in effect any injunction that
                  restricts or prohibits the consummation of any of the
                  transactions contemplated hereby, has been issued, or has
                  otherwise become effective, since the date of this Agreement.

                                       16
<PAGE>

4.2      CONDITIONS APPLICABLE TO SELLER. The obligation of Seller under this
         Agreement to consummate the transactions contemplated by this Agreement
         is subject to the satisfaction or waiver by Seller of the following
         conditions as of the Closing Date:

         (a)      RELATED AGREEMENTS. Purchaser shall have executed and
                  delivered to Seller each of the Related Agreements.

         (b)      BOARD RESOLUTIONS. Seller shall have received from Purchaser
                  certified resolutions of Purchaser's Board of Directors
                  authorizing the execution and delivery of this Agreement and
                  the Related Agreements and the consummation of the
                  transactions contemplated hereby and thereby.

         (c)      PERFORMANCE OF THIS AGREEMENT. All the terms, covenants and
                  condition of this Agreement to be complied with and performed
                  by Purchaser at or prior to the Closing Date shall have been
                  fully complied with and performed in all material respects.

         (d)      ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Purchaser as set forth in
                  SECTION 5.2 hereof shall be true and correct on the Closing
                  Date shall have been fully complied with and performed in all
                  material respects.

         (e)      LITIGATION. No action, suit, litigation or proceeding related
                  to any of the transactions contemplated hereby shall have been
                  threatened or instituted by a governmental body which in the
                  opinion of Seller (after consultation with its counsel) is
                  reasonably likely to restrict or prohibit the consummation of
                  any of the transactions contemplated hereby.

         (f)      CONSENTS. All consents of any person and all consents,
                  licenses, permits or approvals or authorizations or exemptions
                  by notice or report to, or registrations, filings or
                  declarations with, any governmental authority, in connection
                  with the execution or delivery by Purchaser, and the validity
                  or enforceability against Purchaser, of this Agreement and the
                  Related Agreements, and the consummation of the transactions
                  contemplated hereby and thereby, or the performance by
                  Purchaser or Seller of their obligations hereunder or
                  thereunder, have been obtained at or prior to the Closing
                  Date, without the imposition of any conditions by the Office
                  of Thrift Supervision which, in the reasonable judgment of
                  Seller, are materially burdensome.

         (g)      ACQUISITION LAWFUL. The sale of the Acquired Assets shall not
                  violate any applicable statute, rule or regulation in effect
                  on the Closing Date.

                                       17
<PAGE>

         (h)      NO INJUNCTIONS. There must not be in effect any injunction
                  that restricts or prohibits the consummation of any of the
                  transactions contemplated hereby, has been issued, or has
                  otherwise become effective, since the date of this Agreement.

                   ARTICLE 5 - REPRESENTATIONS AND WARRANTIES
                   ------------------------------------------

5.1      REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and
         warrants to Purchaser as follows:

         (a)      ORGANIZATION. Seller is a federally chartered savings bank
                  validly existing and in good standing under the laws of the
                  United States of America.

         (b)      CAPACITY; AUTHORITY; VALIDITY. Subject to approval of the
                  Office of Thrift Supervision, Seller has all necessary power
                  and authority to enter into this Agreement and the Related
                  Agreements to which it is a party and to perform all of the
                  obligations to be performed by it under this Agreement and the
                  Related Agreements. This Agreement and the Related Agreements
                  and the consummation by Seller of the transactions
                  contemplated hereby and thereby have been duly and validly
                  authorized by all necessary corporate action of Seller and
                  this Agreement has been duly executed and delivered by Seller
                  and when executed by Seller, this Agreement and the Related
                  Agreements will constitute the valid and binding obligations
                  of Seller, enforceable against Seller in accordance with their
                  respective terms (except as such enforcement may be limited by
                  bankruptcy, insolvency, reorganization, moratorium,
                  receivership, conservatorship, the rights and obligations of
                  receivers and conservators of insured depository institutions
                  under 12 U.S.C.ss.1821(d) and (e) and other laws relating to
                  or affecting creditors' rights generally and by general equity
                  principles).

         (c)      CONFLICTS; DEFAULTS. Neither the execution and delivery of
                  this Agreement and the Related Agreements by the Seller, nor
                  the consummation of the transactions contemplated hereby and
                  thereby will (i) conflict with, result in the breach of, any
                  order, law, regulation, contract, instrument or commitment to
                  which Seller is a party or by which it is bound, (ii) violate
                  the articles of incorporation or bylaws, or any other
                  equivalent organizational document, of Seller, (iii) require
                  any consent, approval, authorization or filing under any law,
                  regulation, judgment, order, writ, decree, permit, license or
                  agreement to which Seller is a party, or (iv) subject to
                  consent of the Landlord with respect to the Assumed Lease, of
                  the licensors with respect to any software license relating to
                  any item of Fixed Assets, and of FDR and EDS pursuant to
                  SECTION 2.11 of this Agreement, require the consent or

                                       18
<PAGE>

                  approval of any other party to any contract, instrument or
                  commitment which Seller is a party, in each case other than
                  (x) approvals of regulatory authorities, if any, which have
                  been obtained or will be obtained prior to or on the Closing
                  Date and (y) any of the foregoing which would not have a
                  material adverse effect on the Acquired Assets. Seller is not
                  subject to any agreement with any regulatory authority which
                  would prevent the consummation by Seller of the transactions
                  contemplated by this Agreement and the Related Agreements.

         (d)      TITLE TO ACQUIRED ASSETS. Seller has good and marketable title
                  to the Acquired Assets, free and clear of any lien, pledge,
                  claim, security interest, encumbrance, charge or restriction
                  of any kind, except for (i) the rights of Cardholders;(ii)
                  restrictions imposed by the Operating Regulations, including
                  without limitation restrictions imposed on the bank
                  identifying numbers, (iii) the rights, if any, of licensors
                  under software license agreements relating to the Fixed Assets
                  and (iv) any lien, claim, encumbrance or restriction on the
                  fee simple interest of the Landlord.

         (e)      LITIGATION. Except as set forth on SCHEDULE 5.1(e), there is
                  no claim, or any litigation, proceeding, arbitration,
                  investigation or controversy pending, against or affecting the
                  Seller, which will have a material adverse effect on the
                  Seller's interest in the Acquired Assets or the ability of the
                  Seller to consummate the transactions contemplated hereby and
                  by the Related Agreements and, to the best of Seller's
                  knowledge, no such claim, litigation, proceeding, arbitration,
                  investigation or controversy has been threatened or is
                  contemplated.

         (f)      COMPLIANCE WITH LAWS. (i) The Accounts, Cardholder Agreements
                  and all related documents comply in all material respects with
                  all applicable laws, rules and regulations and Seller has
                  complied in all material respects with all applicable federal
                  and state laws and regulations and the Operating Regulations
                  with respect to the origination, maintenance and servicing of
                  the Accounts, including any change in the terms of any
                  Account; (ii) the interest rates, fees and charges in
                  connection with the Accounts comply with all applicable
                  federal and state laws and regulations and with the Operating
                  Regulations; (iii) other than in the Cardholder Agreements and
                  as reflected in the Books and Records, Seller has made no
                  promise, agreement or commitment to any Cardholder in
                  connection with an Account, except in the ordinary course of
                  business in connection with collection and customer service;
                  (iv) each Cardholder Agreement is the legal, valid and binding
                  obligation of the Cardholder and is enforceable in accordance
                  with its terms, except as such enforcement may be limited by
                  bankruptcy, insolvency, reorganization, moratorium and other
                  laws relating to or affecting creditors' rights generally and
                  by general equity principles, and is not subject to offset,
                  recoupment, adjustment or any other claim except for the
                  rights of Cardholders under 12 CRF ss.226.12(c), 12 CRF
                  ss.226.13(d) and the Soldiers and Sailors Civil Relief Act;
                  and (v) except for billing inquiries reflected in the Books
                  and Records, each of the Credit Card Receivables arises from a
                  bona fide sale or loan transaction or from a fee assessed in
                  connection therewith.

                                       19
<PAGE>

         (g)      CARDHOLDER AGREEMENTS. Attached as SCHEDULE 5.1(g) is a true,
                  accurate and complete copy of each form of Cardholder
                  Agreement governing an Account.

         (h)      ABSENCE OF CERTAIN ACCOUNTS. None of the Accounts transferred
                  as part of the Acquired Assets are: (i) any merchant accounts
                  and their associated processing; (ii) any debit accounts and
                  their associated processing; (iii) any accounts and associated
                  receivables that are classified, or that should have been
                  classified, as of the Cut-Off Time, as a commercial loan or
                  which are generated by any commercial entity; and (iv) any
                  test accounts opened or maintained by Seller with respect to
                  the MasterCard system for verification or other internal
                  purposes.

         (i)      ABSENCE OF DEFAULTS. There is no default, breach, violation,
                  or event of acceleration existing under any Account and no
                  event which, with the passage of time or with notice and the
                  expiration of any grace or cure period, would constitute a
                  default, breach, violation or event of acceleration except for
                  payment defaults that are less than one hundred eighty days
                  past due. No Seller has waived any default, breach, violation
                  or event of acceleration with respect to an Account, except as
                  reflected in the Books and Records or otherwise in accordance
                  with the Policies and Procedures.

         (j)      PROCESSING. Each Account has been processed by Seller in
                  conformance in all material respects with all of the
                  requirements of the Policies and Procedures.

         (k)      PERFORMANCE OF OBLIGATIONS. Seller has performed all
                  obligations required to be performed by it to date under the
                  Cardholder Agreements, and Seller is not in default under, and
                  no event has occurred which, with the lapse of time or action
                  by a third party, could result in a default of Seller under,
                  any such agreements. Each Cardholder Agreement is the legal,
                  valid and binding obligations of Seller, enforceable by the
                  respective parties thereto in accordance with its terms,
                  except as such enforcement may be limited by bankruptcy,
                  insolvency, reorganization, moratorium, receivership,
                  conservatorship, the rights and obligations of conservators or
                  receivers on insured depository institutions under 12
                  U.S.C.ss.1821(d) and (e) and other laws relating to or
                  affecting creditors' rights generally and by general equity
                  principles.

                                       20
<PAGE>

         (l)      OPERATION OF BUSINESS. Since April 13, 2000, Seller has not
                  (i) effected any change in the Current Policies and Procedures
                  that would have a material adverse effect on the Acquired
                  Assets; (ii) entered into any transaction or made any
                  commitment or agreement in connection with the Accounts, other
                  than in the ordinary course of Seller's business consistent
                  with past practice; (iii) amended the terms of any Cardholder
                  Agreement, except on an individual basis in accordance with
                  the Current Policies and Procedures; or (iv) engaged in any
                  settlement or reage of delinquent Accounts under terms
                  inconsistent with the Policies or Procedures.

         (m)      FINDERS OR BROKERS. Seller acknowledges that it has not agreed
                  to pay any fee or any agent, broker, finder, or other person
                  retained by it, for or on account of services rendered as a
                  broker or finder in connection with this Agreement or the
                  transactions contemplated hereby.

         (n)      EFFECT OF LAW ON CLOSING. There is no federal or state
                  statute, rule or regulation, or order or rule of any federal
                  or state regulatory agency which would prevent the Seller from
                  selling the Acquired Assets to Purchaser as contemplated by
                  this Agreement.

         (o)      BOOKS AND RECORDS. The Books and Records relating to an
                  Account accurately reflect in all material respects the terms
                  and conditions of such Account.

         (p)      ENHANCEMENT PROGRAMS. SCHEDULE 5.1(p) sets forth a list of
                  benefits or enhancement programs currently in effect with
                  respect to the Accounts.

         (q)      ACCURACY OF STATEMENTS. No written statement, report, or other
                  document, furnished pursuant to this Agreement or during
                  Purchaser's due diligence with respect to this Agreement,
                  including documents and information in the form of microfilm,
                  microfiche, magnetic tape, computer disc, or in any other
                  form, contains any untrue statement of a material fact by
                  Seller or omits to state a material fact necessary to make the
                  statements of Seller contained therein not misleading, the
                  effect of which untrue statement or omission would be to
                  materially and adversely affect the Acquired Assets taken as a
                  whole.

         (r)      ACCURACY OF TAPES. Each Account is in all material respects as
                  described in the Tapes provided pursuant to SECTION 3.2
                  hereof, and when delivered by Seller to Purchaser, the
                  information contained in such Tapes shall be correct in all
                  material respects.

         (s)      ACCURACY OF BAD DEBT EXPERIENCE. The month end delinquency and
                  charge-off reports covering the period from March 31, 1999 to
                  April 30, 2000 and in the form set forth on SCHEDULE 5.1(s),
                  have been prepared in accordance with the Policies and
                  Procedures, and Seller has no reason to believe that such
                  reports are inaccurate in any material respect.

                                       21
<PAGE>

         (t)      CONSENTS. Except for (i) the approval of the Office of Thrift
                  Supervision under Section 563.22 of the OTS Regulations, (ii)
                  Landlord consent with respect to the Assumed Lease, (iii)
                  rights of licensors with respect to software licenses relating
                  to the Fixed Assets, and (iv) FDR and EDS consent pursuant to
                  Section 2.11 of this Agreement, no consent, approval or
                  authorization of any federal, state or local government
                  authority or agency or any other third party is required for
                  the execution, delivery and performance by the Seller of this
                  Agreement and the consummation by them of the transactions
                  contemplated hereby.

         (u)      ASSUMED LEASE. Seller has delivered to Purchaser a true and
                  correct copy of the Assumed Lease. Seller has not agreed to
                  make any payments or modifications to the Assumed Lease which
                  would materially alter the financial obligations of Seller or
                  Purchaser (as assignee) thereunder as such existed as of April
                  13, 2000. The Assumed Lease is legal, valid and binding and
                  enforceable in accordance with its terms and Seller knows of
                  no defaults and is not in default thereunder. No event or
                  condition has occurred or exists (or, to the best of Seller's
                  knowledge, alleged by any other party thereto to have occurred
                  or to exist), which constitutes, or with lapse of time or
                  giving of notice or both might constitute, a default or beach
                  under the Assumed Lease. No security deposit or prepaid is
                  held by the Landlord with respect to the Assumed Lease.

         (v)      EMPLOYEE INFORMATION. Information regarding Employee
                  compensation and benefits made available by Seller to
                  Purchaser was correct in all material respects as of the date
                  such information was provided.

5.2      REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
         represents and warrants to Seller as follows:

         (a)      ORGANIZATION. Purchaser is a national banking association,
                  validly existing and in good standing under the laws of the
                  United States.

         (b)      CAPACITY; AUTHORITY; VALIDITY. Purchaser has all necessary
                  corporate power and authority to enter into this Agreement and
                  the Related Agreements and to perform all of the obligations
                  to be performed by it under this Agreement and the Related
                  Agreements. This Agreement and the Related Agreements and the
                  consummation by Purchaser of the transactions contemplated
                  hereby and thereby have been duly and validly authorized by
                  all necessary corporate action of Purchaser, and this
                  Agreement and the Related Agreements have been duly executed
                  and delivered by Purchaser, and constitute the valid and

                                       22
<PAGE>

                  binding obligations of Purchaser, and this Agreement and the
                  Related Agreements have been duly executed and delivered by
                  Purchaser, and constitute the valid and binding obligations of
                  Purchaser, enforceable against Purchaser in accordance with
                  their respective terms (except as such enforcement may be
                  limited to bankruptcy, insolvency, reorganization, moratorium,
                  receivership, conservatorship, the rights and obligations of
                  receivers and conservators of insured depository institutions
                  under 12 U.S.C.ss.1821(d) and (e) and other laws relating to
                  or affecting creditors' right generally and by general equity
                  principles.

         (c)      CONFLICTS; DEFAULTS. Neither the execution and delivery of
                  this Agreement and the Related Agreements by Purchaser nor the
                  consummation of the transactions contemplated hereby or
                  thereby by Purchaser will (i) conflict with, result in the
                  breach of, constitute a default under, or accelerate the
                  performance required by, the terms of any order, law,
                  regulation, contract, instrument or commitment to which
                  Purchaser is a party or by which Purchaser is bound, (ii)
                  violate the organizational documents of Purchaser, (iii)
                  require any consent, approval, authorization or filing under
                  any law, regulation, judgment, order, writ, decree, permit or
                  license to which Purchaser is a party or by which Purchaser is
                  bound, other than the approvals of regulatory authorities, if
                  any, which have been obtained or will be obtained prior to or
                  on the Closing Date. Purchaser is not subject to any agreement
                  or understanding with any regulatory authority which would
                  prevent the consummation by Purchaser of the transactions
                  contemplated by this Agreement and the Related Agreements.

         (d)      FINDERS OR BROKERS. Purchaser has not agreed to pay any fee or
                  commission to any agent, broker, finder, or other person for
                  or on account of services rendered as a broker, or finder in
                  connection with this Agreement or the transactions
                  contemplated hereby which would give rise to any valid claim
                  against Seller for any brokerage commission or finder's fee or
                  like payment.

         (e)      EFFECT OF LAW ON CLOSING. There is no federal or state
                  statute, rule or regulation, or order or rule of any federal
                  or state regulatory agency, which would prevent Purchaser from
                  purchasing the Acquired Assets and assuming the Assumed
                  Liabilities as contemplated by this Agreement.

         (f)      SOURCE OF FUNDING. Purchaser has the necessary sources of
                  funding to consummate the transactions contemplated in this
                  Agreement in accordance with the terms hereof.

         (g)      MASTERCARD MEMBER. Purchaser is qualified to participate in,
                  and is a member in good standing of, the MasterCard credit
                  card program.

                                       23
<PAGE>

         (h)      INVESTIGATION. Purchaser has made such independent
                  investigation as Purchaser deems necessary as to the nature
                  and value of the Acquired Assets, including each Account, and
                  as to all other facts that Purchaser deems material to
                  Purchaser's purchase. Purchaser is entering into this
                  Agreement on the basis of that investigation and Purchaser's
                  own judgment and experience. Purchaser has made an independent
                  determination that the Purchase Price represents the fair and
                  reasonable value of the Acquired Assets, including the
                  Accounts. Purchaser has relied upon representations regarding
                  the nature and value of the Acquired Assets only as made to
                  Purchaser by Seller in this Agreement. The foregoing shall not
                  in any way limit the representations and warranties and
                  indemnification provisions otherwise provided in this
                  Agreement.

                          ARTICLE 6 - CERTAIN COVENANTS
                          -----------------------------

6.1      MUTUAL COVENANTS AND AGREEMENTS. Each party hereto covenants and agrees
         that:

         (a)      COOPERATION. It shall cooperate with the other parties hereto
                  in furnishing any information or performing any action
                  reasonably requested by that party, which information or
                  action is necessary for the prompt consummation of the
                  transactions contemplated by this Agreement.

         (b)      OTHER REQUIRED INFORMATION. It shall furnish to the other
                  parties hereto all information as is required to be set forth
                  in any application or statement to be filed with any local,
                  state or federal governmental agency or authority in
                  connection with the regulatory approval or review of the
                  transactions contemplated by this Agreement.

         (c)      CONFIDENTIALITY. All information furnished by a party (the
                  "Protected Party") to any other party in connection with this
                  Agreement and the transactions contemplated hereby (including
                  the books and records delivered by Seller relating to Credit
                  Card Accounts not being sold to Purchaser under this Agreement
                  pursuant to SECTION 6.2(g) of this Agreement) shall be
                  received in confidence and kept confidential by such other
                  party, and shall be used by it only in connection with this
                  Agreement and the transactions contemplated hereby, except to
                  the extent that such information: (i) is already lawfully
                  known to such other party when received; (ii) thereafter
                  becomes lawfully obtainable from other sources; (iii) is
                  required to be disclosed to MasterCard; (iv) is disclosed to
                  its Affiliates, provided that such parties agree to be bound
                  by the provisions of this SECTION 6.1(c); (v) is disclosed to
                  its auditors or counsel or is required to be disclosed to its

                                       24
<PAGE>

                  lenders or rating agencies; or (vi) is required by law,
                  regulation or court order or request of examining authorities
                  to be disclosed by such other party, provided that prior
                  notice of such disclosure (other than to its Affiliates,
                  auditors, counsel, lenders or examining authorities) has been
                  given to the Protected Party, when legally permissible, and
                  that such party which is required to make the disclosure uses
                  its reasonable best efforts to provide sufficient notice to
                  permit the Protected Party to take legal action to prevent the
                  disclosure. Following the Closing Date, Purchaser shall have
                  no obligation of confidentiality to Seller with respect to
                  information which is contained in or derived from the Books
                  and Records (other than information concerning the Employees)
                  or is otherwise information Purchaser determines is reasonably
                  required to be disclosed in connection with the securitization
                  and sale of interests in the Accounts. In the event that the
                  transactions contemplated by this Agreement shall fail to be
                  consummated, such other party shall promptly cause all
                  originals and copies of documents or extracts thereof
                  containing such information and data as to such Protected
                  Party to be returned to the Protected Party or destroyed and
                  shall cause an officer to so certify to the Protected Party.
                  This SECTION 6.1(c) shall survive any termination of this
                  Agreement.

         (d)      PRESS RELEASES. Except as may be (i) required by law or
                  regulation or a court or regulatory authority or the rules of
                  a stock exchange, or (ii) necessary to disclose to lenders and
                  rating agencies, or (iii) required to be disclosed under
                  applicable securities laws pursuant to advice of such party's
                  securities counsel, neither Seller nor Purchaser, nor any of
                  their respective Affiliates, subsequent to the date hereof,
                  shall issue a press release or make any public announcement
                  related to the transactions contemplated hereby until such
                  transactions are consummated without consulting the other
                  party hereto and giving due consideration to any comments
                  provided by such other party, provided that no party shall,
                  either before or after the Closing Date, issue a press release
                  or make any public announcement which identifies or refers to
                  any other party, the purchase price or the detailed terms of
                  the transaction without the prior approval of the other party.
                  Notwithstanding the above, either party may issue a press
                  release or make a public announcement disclosing the existence
                  of this agreement (but not the parties thereto), the financial
                  impact of this Agreement to such party (but not the purchase
                  price, either as a dollar amount or a percentage), the
                  identity of the assets sold or purchased under this Agreement
                  and the anticipated closing date of this Agreement without the
                  prior approval of the other party. This SECTION 6.1(d) shall
                  survive any termination of this Agreement.

         (e)      NOTICE TO CARDHOLDERS. Seller and Purchaser shall cooperate
                  with each other in good faith to enable Purchaser, prior to
                  the Conversion Date, to prepare, print and mail a notice
                  notifying each Cardholder on a timely basis of the purchase of
                  the Accounts by Purchaser and such other information as may be
                  required to be given to such Cardholder and other matters
                  which the parties determine to be appropriate. Any such notice

                                       25
<PAGE>

                  shall be in a form consented to by each of the parties hereto
                  prior to mailing, but no party shall unreasonably withhold
                  such consent. Purchaser shall bear the expenses of such
                  notice, and Seller shall bear the expense of any subsequent
                  notice notifying certain cardholders that their Account has
                  been repurchased by Seller.

         (f)      MISCELLANEOUS AGREEMENTS AND CONSENTS. Subject to the terms
                  and conditions herein provided, each party to this Agreement
                  shall use its reasonable best efforts to take, or cause to be
                  taken, all action, and to do, or cause to be done, all things
                  necessary, appropriate or desirable hereunder and under
                  applicable laws and regulations, and under the Assumed Lease,
                  to consummate and make effective the transactions contemplated
                  by this Agreement, including without limitation securing the
                  consent of the landlord with respect to the Assumed Lease.
                  Without limiting the generality of the foregoing, Purchaser
                  agrees that it will, at the request of Seller, provide such
                  financial statements and other information as is necessary to
                  secure the consent of the Landlord to the assignment and
                  assumption of the Assumed Lease. Each party to this Agreement
                  will use its reasonable best efforts to obtain consents of all
                  third parties and governmental bodies necessary for the
                  consummation of the transactions contemplated by this
                  Agreement. The parties and their respective officers,
                  directors and/or employees shall use their reasonable best
                  efforts to take such further actions subsequent to the Closing
                  Date as are reasonably necessary, appropriate or desirable to
                  carry out the purposes of this Agreement.

         (g)      ADVICE ON CHANGES. Between the date hereof and the Closing
                  Date, each party shall promptly advise the other of any fact
                  known to it which, if existing or known at the date hereof,
                  would have been required to be set forth or disclosed in or
                  pursuant to this Agreement or of any fact which, if existing
                  or known at the date hereof, would have made any of the
                  representations of such party contained herein untrue in any
                  material respect.

         (h)      PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each
                  party hereto shall refrain from taking any action which would
                  render any representation or warranty of such party contained
                  in ARTICLE 5 of this Agreement inaccurate as of the Closing
                  Date. Each party shall promptly notify the other parties of
                  any action, suit or proceeding that shall be instituted or
                  threatened against such party to restrain, prohibit or
                  otherwise challenge the legality of any transaction
                  contemplated by this Agreement.

                                       26
<PAGE>

6.2      ADDITIONAL COVENANTS.  Seller and Purchaser agree as follows:

         (a)      PRESERVATION OF CREDIT CARD BUSINESS. From the date of this
                  Agreement and continuing until the Closing Date, Seller shall,
                  and shall cause its agents to: (i) maintain and service the
                  Accounts in substantially the same manner as previously
                  maintained and serviced and in accordance with the Current
                  Policies and Procedures as currently in effect; (ii) maintain
                  and service the Accounts in compliance with applicable federal
                  and state laws and regulations; and (iii) except with the
                  written consent of Purchaser, not make any change to the
                  Current Policies and Procedures except as required by law,
                  safe or sound banking practices or the Operating Regulations.
                  Seller shall, and shall cause its agents to, post all payments
                  received prior to the Cut-Off Time to the applicable Account
                  as of the Cut-Off Time.

         (b)      PRESERVATION OF ACCOUNTS. From the date of this Agreement and
                  continuing until the Closing Date, Seller shall: (i) not sell,
                  assign, transfer, pledge or encumber, or permit the
                  encumbrance of, any Account without the prior written consent
                  of Purchaser; (ii) not take any substantial action with
                  respect to the Accounts which will impair any material rights
                  of Seller, and shall not amend any Cardholder Agreement other
                  than on a per customer basis in accordance with the Current
                  Policies and Procedures; and (iii) comply with the terms and
                  conditions of the Cardholder Agreements, as then in effect.

         (c)      ACCESS. From the date of this Agreement and continuing until
                  the Closing Date, Seller shall (i) permit Purchaser and its
                  authorized representatives full access, during reasonable
                  hours, to the Books and Records as they relate to the Acquired
                  Assets; (ii) furnish Purchaser with true, accurate and
                  complete copies of such contracts and other such records and
                  all other information in its possession with respect to the
                  Acquired Assets as Purchaser or its authorized representatives
                  may reasonably request; (iii) cause its personnel and its
                  agents to provide Purchaser assistance in its investigation of
                  such matters; provided, however, that such investigation shall
                  be conducted in a manner which does not unreasonably interfere
                  with Seller's normal operations, and provided further that the
                  Seller shall not be required to divulge, and shall not
                  divulge, any records, including certain information, to the
                  extent prohibited by applicable statutes or regulations; and
                  (iv) provide to Purchaser reasonable access to the Beaverton
                  Operations Center, upon reasonable notice, to allow Purchaser
                  to reasonably prepare the Beaverton Operations Center for
                  operation following the Closing. Purchaser shall perform such


                                       27
<PAGE>

                  activities in a manner which shall not unduly interfere with
                  Seller's operation of the Beaverton Operations Center and
                  shall indemnify Seller for any damage, loss, costs or expense
                  arising from such actions. The access afforded pursuant to
                  this Section 6.2(c) is solely for the purposes of viewing the
                  conduct of business by the Seller between the date of this
                  Agreement and the Closing Date, and shall not be construed as
                  affording the Purchaser an opportunity to conduct due
                  diligence with respect to the Acquired Assets, which the
                  parties agree and acknowledge was conducted prior to execution
                  of this Agreement.

         (d)      USE OF LIST. Seller agrees that for a period of two (2) years
                  from the Closing Date, neither Seller, nor any Affiliate of
                  Seller, will (i) sell or otherwise provide the names and
                  addresses or other identifying information concerning the
                  Cardholders, in whole or in part, to any third party or (ii)
                  knowingly use such names and addresses or other identifying
                  information concerning the Cardholders to solicit any
                  Cardholder for a Credit Card Account or for a credit card
                  substitute or credit card replacement product. The foregoing
                  shall not be interpreted to preclude general media advertising
                  or promotion or advertising or promotion efforts targeted to
                  customers of the Seller for mortgage, insurance or other
                  banking products and services. Purchaser acknowledges that the
                  Cardholders were initially solicited by an Affinity Marketer,
                  and Purchaser acknowledges that Seller has no control over any
                  Affinity Marketer and Seller shall not be held in any way
                  liable for any use of the names and addresses of Cardholders
                  with respect to any solicitation by any Affinity Marketer.

         (e)      FURTHER ASSURANCES. On or after the Closing Date, Seller
                  shall, to the extent of its obligations hereunder (i) give
                  such further assurances to Purchaser, execute, acknowledge and
                  deliver all such acknowledgements and other instruments and
                  take such further action as may be reasonably necessary or
                  appropriate to fully and effectively carry out the
                  transactions contemplated hereby; and (ii) reasonably assist
                  Purchaser in the orderly transition of the operations and
                  servicing relating to the Acquired Assets.

         (f)      RESPONSIBILITY FOR TAXES. Seller shall be liable for and pay
                  (i) any Taxes relating to the Acquired Assets that accrue or
                  otherwise relate to any taxable year or period (or portion
                  thereof) ending on or prior to the Closing Date and (ii) any
                  Taxes imposed upon the Seller as a result of the sale of the
                  Acquired Assets to the Purchaser. For purposes of this
                  Agreement, Taxes attributable to a portion of a taxable year
                  or period shall be determined on a "closing of the books"
                  basis as of the Closing Date, except that Taxes imposed on a
                  periodic basis (such as property Taxes) shall be allocated on
                  a daily basis.

                                       28
<PAGE>

         (g)      BOOKS AND RECORDS. Seller will make the Books and Records
                  available for delivery to Purchaser on or within five Business
                  Days of the Closing Date; PROVIDED, HOWEVER, that Books and
                  Records (i) with respect to the Fixed Assets and (ii) not
                  located at the Beaverton Operations Center shall be made
                  available to Purchaser only to the extent that Purchaser has
                  identified a specific item of Books and Records and has
                  requested such item to be made available. To the extent Seller
                  delivers originals and does not retain copies of such Books
                  and Records, Purchaser shall, upon the request of Seller and
                  at Seller's expense, deliver to Seller copies of Books and
                  Records as Seller may require to meet legal, regulatory, Tax,
                  accounting and auditing requirements. Except as set forth
                  above, from and after the Conversion Date, Seller shall have
                  no further obligations to provide the Purchaser access to any
                  of its books and records.

         (h)      NO SHOP. Upon and after execution of this Agreement, and until
                  the earlier of the Closing Date or the termination of this
                  Agreement in accordance with its terms, the Seller will not,
                  directly or indirectly, solicit, or cause any other person to
                  solicit, any offer to acquire the Acquired Assets or assume
                  the Assumed Liabilities (whether by merger, purchase of assets
                  or other similar transaction) other than the acquisition and
                  assumption contemplated by this Agreement. The Seller will
                  not, directly or indirectly, furnish any information
                  concerning the Acquired Assets or Assumed Liabilities to any
                  person which is seeking to acquire the Acquired Assets or
                  Assumed Liabilities, in whole or in part, except in response
                  to unsolicited inquiries or offers by third parties and under
                  circumstances where the Seller advises such other person in
                  writing of the existence of this Agreement and the Related
                  Agreements and that any such offer or inquiry shall be in the
                  nature of a backup offer or inquiry. If Seller receives an
                  unsolicited inquiry or proposal concerning the availability of
                  the Acquired Assets or Assumed Liabilities for purchase,
                  Seller agrees to promptly inform Purchaser of the substance of
                  such inquiry or proposal including the identity of the person
                  making such inquiry or proposal, but solely if such inquiry or
                  proposal is in writing.

         (i)      AGREEMENTS WITH THIRD PARTIES. Seller shall furnish to
                  Purchaser, prior to the Closing Date, copies of existing
                  contracts with third parties relating to the Acquired Assets
                  and Assumed Liabilities and shall represent that Purchaser
                  will not incur any liability thereunder as a result of this
                  Agreement other than the Assumed Liabilities.

         (j)      EMPLOYEE INFORMATION. Seller has made available to Purchaser
                  information regarding the compensation and benefits paid to
                  the employees of Seller employed at the Beaverton Operations
                  Center (the "Employees") as well as similar information which
                  may be available with respect to other persons who may be
                  providing services to Seller at the Beaverton Operations
                  Center pursuant to a contract. Seller will retain the
                  personnel files for all such Employees, but may make such
                  files available for review by Purchaser if the relevant

                                       29
<PAGE>

                  Employee provides written consent to Seller to do so. Seller
                  shall use commercially reasonable efforts to secure such
                  consent from each Employee identified by Purchaser. >From the
                  date of this Agreement to ten Business Days prior to the
                  Closing Date, Purchaser may interview and make offers of
                  employment to any Employee, but shall have no obligation to
                  hire any Employee. Within five Business Days after the end of
                  such period, Purchaser shall provide Seller with a true and
                  complete list of Employees to whom it will extend an offer of
                  employment if the Employee is actively working on the Closing
                  Date, together with a summary of the terms of such offers.
                  Purchaser acknowledges that Seller shall rely upon such list
                  and other information provided under this Section in the
                  administration of its benefits and severance plans. Seller
                  shall remain liable for wages, incentives, bonuses,
                  commissions, severance, retention or other payments or
                  benefits that were granted or earned and not yet paid to
                  Employees prior to the Closing Date and for any such payments
                  or benefits after the Closing Date with respect to Employees
                  not hired by Purchaser. Except as provided in the following
                  sentence, Purchaser shall to the extent possible afford
                  Employees hired by it after the Closing Date the ability to
                  participate in all employee benefit plans offered by Purchaser
                  with full credit for service with Seller of such Employee and
                  shall notify Seller of any instance in which an Employee hired
                  by it is not given the ability to so participate with such
                  full credit. Regarding Purchaser's defined benefit (pension)
                  plan, Employees hired by Purchaser will receive (i) credit for
                  service for purposes of eligibility starting from their date
                  of hire with Seller, including its predecessors, as used by
                  Seller for purposes of determining eligibility although they
                  will still be deemed to be hired after 1999 for purposes of
                  determining the applicability to them of the plan's
                  account-based formula and (ii) service credit from the day
                  after the Closing Date for purposes of vesting, benefit
                  accrual or determination of appropriate accrual or account
                  formulas. Purchaser shall not assume any responsibility under
                  Seller plans with respect to any current or future
                  post-retirement welfare benefit obligations to any Employees,
                  including medical, dental and life insurance benefits. Seller
                  shall not assume any responsibility under Purchaser plans with
                  respect to any current or future post-retirement welfare
                  benefit obligations to any Employees hired by Purchaser,
                  including medical, dental and life insurance benefits.
                  Purchaser and Seller mutually and expressly agree not to
                  discriminate against any of the Employees because of age,
                  race, color, religion, sex, national origin, ancestry,
                  disability, handicap or veteran status or any other basis
                  prohibited by applicable federal, state or local law, and
                  further agree, to the extent applicable, to comply with all
                  applicable requirements of the equal opportunity and
                  affirmative action clauses set forth in Executive Order 11246,
                  as amended, in the regulations of the Department of Labor
                  implementing the Vietnam Era Veterans Readjustment Act of
                  1974, and in the Rehabilitation Act of 1973, as amended, which
                  together with the implementing rules and regulations

                                       30
<PAGE>

                  prescribed by the Secretary of Labor are incorporated herein
                  by reference. Nothing in this Agreement is intended as
                  creating any rights or privileges in any Employee or other
                  person not a party hereto

         (k)      REMOVAL FROM BIN. Seller shall assign from principle codes 00,
                  01, 03, 04, 10, and 11 to principle code 13, any accounts
                  which have been classified or should have been classified as a
                  Charged-Off Account and shall remove such accounts from bank
                  identified number ("BIN") 541444 as soon as possible.

         (l)      RETURN OF CREDIT BALANCES. Seller shall have paid to
                  Cardholders all Credit Balances created prior to the Cut-Off
                  Time.

6.3      COVENANTS OF PURCHASER. Purchaser shall be liable for and pay any Taxes
         relating to the Acquired Assets that accrue or otherwise relate to any
         taxable year or period (or portion thereof, as determined in accordance
         with SECTION 6.2(f) beginning after the Closing Date; except for (i)
         Taxes imposed upon the Seller as a result of the sale of the Acquired
         Assets to the Purchaser and (ii) any other Taxes for which the Seller
         is responsible as set forth in SECTION 6.2(f)(i). Purchaser shall be
         liable for and pay all compensation and benefits accruing after the
         Closing Date for any Employee or other person employed by Purchaser
         after the Closing Date. Purchaser shall be liable for and shall pay and
         perform any Assumed Liability and obligation or liability arising from
         its operation of the Beaverton Operations Center arising after the
         Closing Date, including without limitation all obligations arising
         under any Cardholder Agreement. Purchaser shall comply in all material
         respects with applicable law in its operation of the Beaverton
         Operations Center and its administration of the Accounts, in each case,
         after the Closing Date.

                           ARTICLE 7 - INDEMNIFICATION
                           ---------------------------

7.1      SELLER'S INDEMNIFICATION OBLIGATIONS. Seller shall indemnify, defend
         and hold Purchaser and its Affiliates and their respective
         stockholders, officers, directors and employees, harmless from and
         against any and all Losses (as hereinafter defined) arising from: (i)
         breach by Seller of any representation, warranty or covenant expressly
         made by Seller hereunder or under a Related Agreement; (ii) failure by
         the Seller to perform its obligations hereunder or under the Related
         Agreement; (iii) Seller's ownership of or actions with respect to the
         Acquired Assets, including, without limitation Seller's relationships
         with MMG, Nationwide Capital Company, L.L.C., RevCorp, and the
         Preferred Consumers Network prior to the Closing Date; (iv) any actions
         taken by FDR, Citizens Bank, EDS or Bank Plus Credit Services
         Corporation prior to the Closing Date with respect to the Acquired
         Assets; (v) the failure of the Accounts, Cardholder Agreements and all
         related documents to comply in any respect with all applicable laws,
         rules and regulations or (vi) the failure of the Seller prior to the
         Closing Date to comply in all respects with all applicable federal and
         state laws and regulations and the Operating Regulations with respect
         to the origination, maintenance and servicing of the Accounts,
         including any change in the terms of any Account;

                                       31
<PAGE>

7.2      PURCHASER'S INDEMNIFICATION OBLIGATIONS. Purchaser shall be liable to
         and shall indemnify, defend and hold Seller and its Affiliates and
         their respective stockholders, officers, directors and employees,
         harmless from and against any and all Losses arising from: (i) breach
         by Purchaser of any representation, warranty or covenant hereunder or
         under a Related Agreement; (ii) failure by Purchaser to perform its
         obligations hereunder or under a Related Agreement, including without
         limitation any failure by Purchaser on and after the Closing Date to
         discharge the Assumed Liabilities; (iii) Purchaser's ownership of or
         actions with respect to the Acquired Assets after the Closing Date; or
         (iv) the failure of the Purchaser after the Closing Date to comply in
         all respects with all applicable federal and state laws and regulations
         and the Operating Regulations with respect to the maintenance and
         servicing of the Accounts, including any change in the terms of any
         Account.

7.3      DEFINITION OF LOSSES. For purposes of this ARTICLE 7, the term "Losses"
         shall mean any liability, damage, costs and expenses arising from a
         claim asserted by a bona fide third party, not an Affiliate of an
         Indemnified Party, including, without limitation, any attorneys' fees,
         disbursements and court costs, in each case reasonably incurred by
         Purchaser or either Seller, as the case may be, without regard to
         whether or not such Losses would be deemed material under this
         Agreement.

7.4      PROCEDURES.

         (a)      NOTICE OF CLAIMS. The parties agree that in case any claim is
                  made, any suit or action is commenced, or any knowledge is
                  received of a state of acts which, if not corrected, may give
                  rise to a right of indemnification for such party hereunder
                  ("Indemnified Party") from the other party ("Indemnifying
                  Party") the Indemnified Party will give notice to the
                  Indemnifying Party as promptly as practicable after the
                  receipt by the Indemnified Party of notice or knowledge of
                  such claim, suit, action or state of facts. Notice to the
                  Indemnifying Party under the preceding sentence shall be given
                  no later than fifteen (15) days after receipt by the
                  Indemnifying Party of service of process in the event a suit
                  or action has commenced or thirty (30) days under all other
                  circumstances. The failure to give prompt notice shall not
                  relieve an Indemnifying Party of its obligation to indemnify
                  except to the extent the Indemnifying Party is prejudiced by
                  such failure. The Indemnified Party shall make available to
                  the Indemnifying Party and its counsel and accountants at
                  reasonable times and for reasonable period, during normal
                  business hours, all books and records of the Indemnified Party
                  relating to any such possible claim for indemnification, and
                  each party hereunder will render to the other such assistance
                  as it may reasonably require of the other in order to insure
                  prompt and adequate defense of any suit, claim or proceeding
                  based upon a state of acts which may give rise to a right of
                  indemnification hereunder.

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<PAGE>

                           The Indemnifying Party shall have the right to
                  defend, compromise and settle any third party person suit,
                  claim or proceeding in the name of the Indemnified Party to
                  the extent that the Indemnifying Party may be liable to the
                  Indemnified Party in connection therewith. The Indemnifying
                  Party shall notify the Indemnified Party within ten (10) days
                  of having been notified pursuant to this SECTION 7.4(a) if the
                  Indemnifying Party elects to assume the defense of any such
                  claim, suit or proceeding any employ counsel, provided that
                  the Indemnified Party does not object to such counsel in a
                  reasonable exercise of its discretion. The Indemnified Party
                  shall have the right to employ its own counsel if the
                  Indemnifying Party so elects to assume such defense, but the
                  fees and expenses of such counsel shall be the at the
                  Indemnified Party's expense, unless (i) the employment of such
                  counsel shall have been authorized in writing by the
                  Indemnifying Party; (ii) the Indemnifying Party shall not have
                  employed counsel to take charge of the defense of such action
                  after electing to assume the defense thereof; or (iii) such
                  Indemnified Party shall have reasonably concluded that there
                  may be defenses available to it which are different from or
                  additional to those available to the Indemnifying Party (in
                  which case the Indemnifying Party shall not have the right to
                  direct the defense of such action on behalf of the Indemnified
                  Party), in any of which events said reasonable fees and
                  expenses shall be borne by the Indemnifying Party.

         (b)      SETTLEMENT OF CLAIMS. The Indemnified Party may at any time
                  notify the Indemnifying Party of its intention to settle or
                  compromise any claim, suit or action against the Indemnified
                  Party (without the consent of the Indemnifying Party) in
                  respect of which indemnification payments may be sought from
                  the Indemnifying Party hereunder, provided that the
                  Indemnifying Party shall have no further liability in respect
                  thereof.

         (c)      SUBROGATION. The Indemnifying Party shall be subrogated to any
                  claims or rights of the Indemnified Party as against any other
                  persons with respect to any amount paid by the Indemnifying
                  Party under this ARTICLE 7. The Indemnified Party shall
                  cooperate with the Indemnifying Party, at the Indemnifying
                  Party's expense, in the assertion by the Indemnifying Party of
                  any such claim against such other persons.

         (d)      PAYMENT. The Indemnifying Party shall remit payment for the
                  amount of a valid and substantial claim for indemnification
                  hereunder within fifteen Business Days of the receipt of a
                  claim notice therefor. In the event the Indemnifying Party is
                  the Seller, and Seller has not made payment for the amount of
                  such claim within five (5) days after the end of such fifteen
                  Business Day period, the Escrow Agreement shall provide that
                  Purchaser may instruct the Escrow Holder to remit such amount
                  from the funds from the Hold Back Amount.

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<PAGE>

         (e)      CERTAIN LIMITATIONS. Neither party shall have any liability
                  for indemnification to the other party pursuant to this
                  ARTICLE 7 unless and until the aggregate amount of all Losses
                  for which a party is entitled to receive indemnification from
                  the other party exceeds $200,000 at which time the Indemnified
                  Party shall be entitled to indemnification under ARTICLE 7 for
                  all Losses as exceed $200,000. Notwithstanding anything to the
                  contrary, there shall be full liability without respect to any
                  financial floor for indemnification for any claim brought in
                  connection with Taxes, any Excluded Account subject to
                  repurchase, any liabilities retained by Seller pursuant to
                  SECTION 6.2(j) and any liabilities under agreements that
                  pertain to the Acquired Assets that are not specifically
                  assumed by Purchaser hereunder.

         (f)      SURVIVAL OF INDEMNIFICATION OBLIGATIONS. The obligations of
                  the parties set forth in this ARTICLE 7 shall survive the
                  Closing Date for a period of two (2) years, except that a
                  claim for indemnification for which notice was given pursuant
                  to SECTION 7.4(a) hereof by an Indemnified Party prior to the
                  end of such two (2) year period shall survive until such claim
                  is fully and finally determined, and except that the
                  indemnification by Seller shall continue as to: (i) the
                  obligations and representations of Seller and Purchaser under
                  the Assignment and Assumption Agreement, as to which no time
                  limitation shall apply; (ii) the representations and
                  warranties of Seller set forth in SECTIONS 5.1(a), 5.1(b),
                  5.1(c) and 5.1(d), and the covenant of Seller set forth in
                  SECTION 6.2(f) as to all of which no time limitation shall
                  apply; and (iii) the representations and warranties of
                  Purchaser set forth in SECTION 5.2(a), 5.2(b) and 5.2(c), and
                  the covenant of Purchaser set forth in SECTION 6.3 (insofar as
                  it relates to the payment of Taxes) as to which no time
                  limitation shall apply.

                             ARTICLE 8 - TERMINATION
                             -----------------------

8.1      TERMINATION BY EITHER PARTY. Anything contained in this Agreement to
         the contrary notwithstanding, this Agreement may be terminated prior to
         the Closing Date:

         (a)      by either Purchaser or Seller if a material breach of any
                  provision of this Agreement has been committed by the other
                  party and such breach has not been waived;

         (b)      by the mutual consent of the parties; or

         (c)      by Purchaser or Seller if the Closing Date has not occurred by
                  July 15, 2000 by reason of the act or failure to act of the
                  nonterminating party.

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<PAGE>

8.2      EFFECT OF TERMINATION. In the event that this Agreement shall be
         terminated pursuant to this ARTICLE 8, all further obligations of the
         parties under this Agreement (other than SECTIONS 6.1(c), 6.1(d) and
         10.6) shall be terminated without further liability of any party to the
         other, provided that nothing herein shall relieve any party from
         liability for its breach of this Agreement.

                             ARTICLE 9 - CONVERSION
                             ----------------------

9.1      CONVERSION EXPENSES. Seller shall be responsible for the payment of all
         costs to convert the Accounts from the processing systems of FDR and
         EDS to another data processor designated by Purchaser, and for the
         destruction of unutilized inventory stored at FDR. The obligation of
         Seller to pay such costs shall be subject to the condition that such
         costs and expenses be reasonable in the discretion of Purchaser and
         customary in connection with conversion activities and that the parties
         shall have mutually reviewed such costs and expenses prior to incurring
         such costs and expenses. Seller agrees that unless it has obtained the
         consent of FDR to provide Purchaser with all rights and access
         necessary to effect the conversion, Seller shall, as its sole cost and
         expense, provide (in a timely fashion that meets all of the conversion
         timelines established by Purchaser and agreed to by Seller in the
         Conversion Schedule) such conversion tapes or transmissions and other
         necessary materials in a form reasonably requested by Purchaser as
         necessary to install and maintain the information contained therein on
         the system of Purchaser. Such support ("Conversion Support") shall
         include: (i) assisting Purchaser in completion of MasterCard and/or
         VISA required questionnaires and forms within their prescribed time
         frames; (ii) providing test copies and layouts of all critical files
         upon fifteen (15) days written notice; (iii) providing necessary
         support to complete the mapping of the fields of FDR's files to
         Purchaser's processor's files upon fifteen (15) days written notice
         (such support may, at Purchaser's discretion, include visits by
         appropriate FDR representative(s) to Purchaser's facility in order to
         facilitate mapping); (iv) participating in up to three mock conversions
         upon fifteen (15) days written notice; (v) suspending monetary and
         non-monetary activity three days prior to Conversion; (vi) providing
         Preliminary Tapes at each of the mock conversions and two days prior to
         the actual Conversion (tapes shall be "as of" the appropriate date);
         (vii) providing Final Tapes as agreed to by the parties prior to the
         Conversion Date; (viii) all other support that is customary for such
         conversions; and (ix) provide hard copy settlement reports both pre and
         post conversion.

                           ARTICLE 10 - MISCELLANEOUS
                           --------------------------

10.1     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of each party contained in this Agreement or in any
         certificates or other instruments delivered pursuant to this Agreement
         will survive the Closing of the transactions contemplated herein
         through the period during which claims for indemnification may be made
         pursuant to ARTICLE 7. All of such representations and warranties will
         be effective regardless of any investigation that any party has
         undertaken or failed to undertake.


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<PAGE>

10.2     NOTICES. All notices and other communications by Purchaser or Seller
         hereunder shall be in writing to the other party and shall be deemed to
         have been duly given when delivered in person or to an overnight
         courier service, receipt requested, or sent via telecopy transmission,
         receipt requested or when posted by the United States registered or
         certified mail, with postage prepaid, addressed as follows:

         If to Seller:             Fidelity Federal Bank, A Federal Savings Bank
                                   4565 Colorado Boulevard
                                   Los Angeles, California 90039
                                   Attn: John M. Michel
                                   Fax Number: 818/549-3002

         copy to:                  Fidelity Federal Bank, A Federal Savings Bank
                                   4565 Colorado Boulevard
                                   Los Angeles, California
                                   Attn: Godfrey B. Evans, Esq.
                                   Fax Number: 818/549-3002

         If to Purchaser:          Household Bank (SB), N.A.
                                   1441 Schilling Place
                                   Salinas, CA 93901
                                   Attn: President/CEO
                                   Fax Number: 831/755-2921

         copy to:                  Household Credit Services, Inc.
                                   2700 Sanders Road
                                   Prospect Heights, IL 60070
                                   Attn: General Counsel
                                   Fax Number: 847/205-7417

         or to such other addresses as a party may from time to time designate
         by notice as provided herein, except that notices of change of address
         shall be effective only upon actual receipt.

10.3     ASSIGNMENT. Prior to the Closing, the rights of any party under this
         Agreement shall not be assigned or transferred, except to an Affiliate,
         by any party without the prior written approval of the other parties
         hereto. Following the Closing, the rights of any party under this
         Agreement shall not be assigned or transferred, except to an Affiliate,
         by any party without the prior written approval of the other parties
         hereto, which approval shall not be unreasonably withheld; PROVIDED
         HOWEVER, that the foregoing shall not prohibit or require the other
         party's consent to an assignment in connection with a merger or

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<PAGE>

         consolidation or the sale of all or substantially all of a party's
         assets to another federally insured depository institution and provided
         further that no party shall agree to any sale of all or substantially
         all of its assets unless the acquirer thereof will agree to be bound to
         fulfill the other party's indemnification obligations hereunder. No
         assignment shall relieve a party of its obligations hereunder. The
         indemnification obligations of Fidelity assumed under this SECTION 10.3
         by any acquirer of all or substantially all of the assets of Fidelity
         shall not exceed $52 million.

10.4     ENTIRE AGREEMENT. This Agreement, together with the exhibits to this
         Agreement, constitutes the entire agreement by the parties and
         supersedes any other agreement, whether written or oral, that may have
         been made or entered into by or on behalf of Seller and Purchaser
         relating to the matters contemplated hereby.

10.5     AMENDMENTS AND WAIVERS. This Agreement may be amended, modified,
         superseded, or canceled, and any of the terms, representations,
         warranties or covenants hereof may be waived, only by written
         instrument executed by each of the parties or, in the case of a waiver,
         by the party waiving compliance. In the course of the planning and
         coordination of this Agreement, written documents have been exchanged
         between the parties. Such written documents shall not be deemed to
         amend or supplement this Agreement. The failure of any party at any
         time or times to require performance of any provision hereof shall in
         no manner affect the right at a later time to enforce the same. No
         waiver by any party of any condition or of any breach of any term,
         representation, warranty or covenant under this Agreement, whether by
         conduct or otherwise, in any one or more instances, shall be deemed to
         be or construed as a further or continuing waiver of any other
         condition or of any breach of any such condition of breach or waiver of
         any other condition or of any breach of any other term, representation,
         warranty or covenant under this Agreement.

10.6     EXPENSES. The parties will each bear their own legal, accounting and
         other costs in connection with the transactions herein, including
         Taxes, attributable to the sale of the Acquired Assets from Seller to
         Purchaser, unless otherwise specified in this Agreement. Each party
         hereto agrees to timely sign and deliver such certificates or forms as
         may be reasonably requested to establish an exemption form (or
         otherwise reduce), or file Tax returns with respect to, such Taxes.

10.7     CAPTIONS; COUNTERPARTS. The captions in this Agreement are for
         convenience only and shall not be considered a part of or affect the
         construction or interpretation of any provision of this Agreement. This
         Agreement may be executed in two or more counterparts, each of which
         shall be an originals, but all of which together shall constitute one
         and the same instrument.

10.8     GOVERNING LAW. This Agreement shall be governed by and construed and
         interpreted in accordance with the internal laws of the State of
         Delaware, without regard to principles of conflict of laws.

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<PAGE>

10.9     SEVERABILITY. If any provision of this Agreement or portion thereof is
         held invalid, illegal, void or unenforceable by reason of any rule or
         law, administrative or judicial provision or public policy, such
         provision shall be ineffective only to the extent invalid, illegal,
         void or unenforceable, and the remainder of such provision and all
         other provisions of this Agreement shall nevertheless remain in full
         force and effect.

10.10    INDEPENDENT CONTRACTORS. In the performance of its duties or
         obligations under this Agreement, no Seller shall be deemed to be,
         permit itself to be, or understood to be the agent of Purchaser and
         Seller shall at all times take such measures as are necessary to ensure
         that its status shall be that of an independent contractor operating as
         a separate entity.

10.11    NO JOINT VENTURE. Nothing in this Agreement shall be deemed to create a
         partnership or joint venture among the Seller and Purchaser. Except as
         expressly set forth herein, no party shall have any authority to bind
         or commit any other party.

10.12    ATTORNEYS' FEES. In the event of any litigation, arbitration or other
         proceeding to enforce, interpret or declare the rights or obligations
         of any party to this Agreement, the prevailing party shall be entitled
         to costs, including attorneys' fees, in connection with any such
         proceeding.

10.13    DISPUTE RESOLUTION. Purchaser and Seller shall each designate a
         representative (each, a "Representative") to oversee compliance with
         each party's respective obligations under this Agreement. If either
         Purchaser or Seller disputes the other's determination under or
         interpretation of any Section of this Agreement (a "Dispute"), the
         following procedure shall be followed to resolve such Dispute:

         STEP 1: The Representatives shall meet (by conference telephone call or
in person at a mutually agreeable site) to attempt to resolve the Dispute in a
mutually acceptable manner. If agreement is reached pursuant to this Step 1,
payment or other resolution shall be made or performed within five days in
accordance with such agreement. If no agreement is reached within a reasonable
time, the parties shall proceed to Step 2.

         STEP 2: The chief executive officer of Purchaser and the chief
executive officer of Bank Plus shall meet (by conference telephone call or in
person at a mutually agreeable site) within 72 hours after notice of an impasse
is given pursuant to Step 1. The chief executive officers shall attempt to
resolve the Dispute in a mutually acceptable manner. If agreement is reached
pursuant to this Step 2, payment or other resolution shall be made or performed
within five days in accordance with such agreement. If no agreement is reached
within a reasonable time, Purchaser or Seller may pursue any legal or equitable
remedies available to them. Notwithstanding the foregoing, Purchaser and Seller
shall give due consideration to whether arbitration might be a mutually
acceptable way to resolve the dispute.

                                       38
<PAGE>

         If and to the extent the parties mutually agree, Purchaser and Seller
shall submit the Dispute involved in such impasse to an arbitrator jointly
selected by the parties who shall be a person reasonably experienced in matters
involving commercial transactions. Any such arbitration shall be conducted under
the auspices, and pursuant to the Commercial Arbitration Rules, of the American
Arbitration Association and in accordance with the Federal Arbitration Act
(PROVIDED, HOWEVER, that in the event of conflict between such rules or Act and
the terms of this Agreement, the terms of this Agreement shall govern) and be
conducted at such location as Purchaser and Seller shall mutually agree;
PROVIDED, HOWEVER, that if the parties are unable to agree on a location, the
arbitration shall be conducted in San Francisco, California. Each party shall
bear its own expenses but those related to fees and expenses of the arbitrator
shall be borne equally. The award rendered by the arbitrator shall be final and
conclusive upon the parties and judgment thereon may be entered in any court
having jurisdiction. All statutes of limitation which would otherwise be
applicable shall apply to any arbitration proceeding. Unless otherwise agreed to
in writing by Purchaser and Seller, a final decision of the arbitrator may be
appealed to any court of competent jurisdiction by either party.

                                       39
<PAGE>

         IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to
be duly executed as of the date first above written.




                           Fidelity Federal Bank, A Federal Savings Bank, Seller

                           By: ____________________________________

                                    Name: _________________________

                                    Title: ________________________



                           Household Bank (SB), N.A., Purchaser

                           By: ____________________________________

                                    Name: _________________________

                                    Title: ________________________


                                       40