Exhibit 4.15
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                 RECEIVABLES TRANSFER AGREEMENT
                                
                   Dated as of August 1, 1998
                                
                              among
                                
                    SPECIALTY RETAILERS, INC.
                                
                          as Purchaser
                                
                               and
                                
                   GRANITE NATIONAL BANK, N.A.
                       TABLE OF CONTENTS


                                                             Page

I    DEFINITIONS                                                1


     1.01 Certain Defined Terms                                 1
     1.02 Accounting and UCC Terms                              5

II   AMOUNTS AND TERMS OF THE PURCHASES                         5


     2.01 The Purchases                                         5
     2.02 Delivery of Receivables                               6
     2.03 Payments and Computations                             6

III  CONDITIONS TO PURCHASES                                    6


     3.01 Conditions Precedent to Purchaser's Purchase          6
     3.02 Conditions Precedent to the Bank's Sale               7

IV   REPRESENTATIONS AND WARRANTIES                             7


     4.01 Representations and Warranties of the Purchaser       7
     4.02 Representations and Warranties of the Bank            8
          (a)  Organization and Good Standing                   8
          (b)  Due Qualification                                8
          (c)  Due Authorization                                9
          (d)  No Conflicts                                     9
          (e)  No Violation                                     9
          (f)  No Proceedings                                   9
          (g)  All Consents Required                            9
          (h)  Bona Fide Receivables                           10
          (i)  Place of Business                               10
          (j)  Use of Proceeds                                 10
          (k)  Not an "Investment Company"                     10
          (l)  ERISA Liens                                     10
          (m)  ERISA and the Code                              10
     4.03 Representations and Warranties of the Bank
          Relating to this Agreement and the Receivables       10
          (a)  Binding Obligation; Valid Sale and Assignment   10
          (b)  Notice of Breach                                12

V    GENERAL COVENANTS                                         12


     Section 5.01 Covenants of the Bank                        12
          (a)  Receivables to be Accounts, General
               Intangibles or Chattel Paper                    12
          (b)  Security Interests                              12
          (c)  Charge Account Agreements and Credit and
               Collection Policies                             12
          (d)  Delivery of Collections                         13
          (e)  Conveyance of Accounts                          13
          (f)  Notice of Liens                                 13
          (g)  Compliance with Laws, Etc                       13
          (h)  Preservation of Corporate Existence             13
          (i)  Visitation Rights                               13
          (j)  Keeping of Records and Books of Account         13
          (k)  Performance and Compliance with Receivables
               and Charge Account Agreements                   14
          (l)  Location of Records                             14
          (m)  Furnishing Copies, Etc                          14
          (n)  Obligation to Record and Report                 14
          (o)  Continuing Compliance with the UCC and Other
               Applicable Law                                  14
          (p)  Collections by Bank                             14
          (q)  Further Action Evidencing Purchases             15
     5.02 Purchaser Covenant Regarding Sale Treatment          15

VI   PURCHASE TERMINATION EVENT                                16


     6.01 Purchase Termination Event                           16

VII  NO RECOURSE                                               16


     7.01 No Recourse Against Bank                             16
     7.02 Indemnities by the Purchaser                         16

VIII MISCELLANEOUS                                             16


     8.01 Amendment                                            16
     8.02 Notices, Etc                                         16
     8.03 No Waiver: Remedies                                  17
     8.04 Binding Effect                                       17
     8.05 Governing Law                                        17
     8.06 Costs, Expenses and Taxes                            17
     8.07 Acknowledgment of Assignment                         18


                 RECEIVABLES TRANSFER AGREEMENT


          This  RECEIVABLES TRANSFER AGREEMENT dated as of August
1, 1998 (this "Agreement"), is among GRANITE NATIONAL BANK, N.A.,
a  national  banking  association  (the  "Bank"),  and  SPECIALTY
RETAILERS, INC., a Delaware corporation (the "Purchaser").

                      W I T N E S S E T H:

          WHEREAS,  the Bank intends to sell Receivables  to  the
Purchaser on the terms and subject to the conditions set forth in
this Agreement; and

          WHEREAS,  the Purchaser desires to purchase Receivables
from  the  Bank  on the terms and subject to the  conditions  set
forth in this Agreement.

          NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements contained herein, the parties
hereto agree as follows:


                           ARTICLE I
                          DEFINITIONS

          Section I.1    Certain Defined Terms.  As used in  this
Agreement, the following terms shall have the following  meanings
(such meanings to be equally applicable to both the singular  and
plural forms of the terms defined):

          "Account"   shall   mean  each  credit   card   account
established  pursuant to a Charge Account Agreement  between  the
Bank and any Person which is identified by an account number.

          "Affiliate" means, with respect to a particular Person,
(a) any Person that, directly or indirectly, is in control of, is
controlled  by, or is under common control with, such Person,  or
(b)  any  Person who is a director or officer or general  partner
(i)  of  such Person, (ii) of any subsidiary of such  Person,  or
(iii)  of any Person described in clause (a) above.  For purposes
of  this  definition, control of a Person shall mean  the  power,
direct  or  indirect, (i) to vote 5% or more  of  the  securities
having  ordinary  voting power to elect  the  directors  of  such
Person,  or  (ii)  to  direct  or  cause  the  direction  of  the
management  and  policies of such Person whether by  contract  or
otherwise.

          "Authorized  Officers" means the  President,  any  Vice
President,  the  Chief  Financial  Officer,  the  Treasurer,  any
Assistant Treasurer, the Controller and any Assistant Controller.

          "Bank" has the meaning specified in the preamble.

          "Business Day" means any day other than a Saturday or a
Sunday or another day on which banking institutions in New  York,
New  York  (or such other city(ies) designated by the  Purchaser)
are  authorized  or  obligated by law or executive  order  to  be
closed.

          "Charge  Account Agreement" means the agreement between
a  Person  and  the  Bank, which may consist  of  more  than  one
document,  pursuant to which the Bank agrees to make loans  to  a
Person to enable such Person to pay for purchased merchandise  or
services or to obtain cash advances under a revolving credit plan
that permits such Person to purchase merchandise and services  or
to  obtain  cash  advances on credit, together with  any  finance
charges and other charges related thereto, as such agreement  may
be amended, modified or supplemented from time to time.

          "Closing Date" means August 1, 1998.

          "Collections" shall mean all payments received  by  the
Bank,   the  Purchaser  or  the  Servicer  in  respect   of   the
Receivables,  in the form of cash, checks or any  other  form  of
payment in accordance with the Charge Account Agreement in effect
from time to time on any Receivables.

          "Credit   and  Collection  Policy"  means  the  credit,
collection, customer relations and service policies that apply to
an Account, as such policies currently exist and as such policies
may  be  amended,  modified or supplemented  from  time  to  time
subject to Section 5.01(c).

          "Credit  Services Agreement" means the Credit  Services
Agreement  dated as of August 1, 1998 between the  Bank  and  the
Purchaser.

          "Effective  Date"  shall  mean,  with  respect  to  any
transaction, the earlier of the date on which such transaction is
first  recorded on the Bank's or the Purchaser's computer  master
file of consumer revolving credit card accounts and the effective
date of such recordation.

          "ERISA" means the Employment Retirement Income Security
Act of 1974, as amended from time to time.

          "ERISA  Affiliate"  shall mean any  trade  or  business
(whether  or  not incorporated) that is a member of  a  group  of
which  the  Bank  is a member and which is treated  as  a  single
employer  under  Section  414 of the  Code  and  the  regulations
promulgated and rules issued thereunder.

          "Finance  Charge  Receivables" shall mean  all  amounts
billed  from  time  to time to the Obligors  on  any  Account  in
respect  of  (i) Periodic Finance Charges, (ii) over limit  fees,
(iii)   late  charges,  (iv)  returned  check  fees,  (v)  annual
membership   fees   and   annual   service   charges,   if   any,
(vi) transaction charges and (vii) all other fees and charges.

          "Governmental  Authority" means the  United  States  of
America, any state or other political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

          "Initial Outstanding Balance" of a Receivable means the
Outstanding Balance of such Receivable on the Effective  Date  of
such Receivable.

          "Lien"  means  any  mortgage, deed  of  trust,  pledge,
hypothecation,  assignment,  participation  or  equity  interest,
deposit  arrangement,  encumbrance, lien  (statutory  or  other),
preference,  priority or other security agreement or preferential
arrangement of any kind or nature whatsoever, including,  without
limitation,  any  conditional  sale  or  other  title   retention
agreement,  any  financing lease having  substantially  the  same
economic  effect as any of the foregoing and the  filing  of  any
financing  statement under the UCC (other than any such financing
statement  filed for informational purposes only)  or  comparable
law of any jurisdiction to evidence any of the foregoing.

          "Multiemployer Plan" shall mean a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which any Originator or
any ERISA Affiliate (other than one considered an ERISA Affiliate
only  pursuant  to subsection (m) or (o) of Section  414  of  the
Code)  is making or accruing an obligation to make contributions,
or  has  within  any  of the preceding five plan  years  made  or
accrued an obligation to make contributions.

          "Net  Ownership  Interest" means, with respect  to  any
Receivable,  an amount equal to the aggregate Initial Outstanding
Balance  of  such  Receivable, plus interest or  finance  charges
accrued  on  such  Receivable to such time  less  the  cumulative
amount  of  Collections with respect to such Receivable  actually
received by the Purchaser or the Bank.

          "Obligor"  means  a Person obligated to  make  payments
with respect to a Receivable arising under an Account pursuant to
a Charge Account Agreement.

          "Outstanding   Balance"  means,  with  respect   to   a
Receivable  on any day, the aggregate amount owed by the  Obligor
thereunder  as  of  the close of business on  such  day  (net  of
returns and adjustments).

          "Periodic Finance Charges" shall have, with respect  to
any   Account,  the  meaning  specified  in  the  Charge  Account
Agreement applicable to such Account for finance charges (due  to
periodic rate) or any similar term.

          "Permitted  Lien"  shall  mean  with  respect  to   the
Receivables:   (i)  Liens  in  favor  of  the  Purchaser  created
pursuant to this Agreement; (ii) Liens in favor of any transferee
of  the  Purchaser; and (iii) Liens which secure the  payment  of
taxes,  assessments and governmental charges or levies,  if  such
taxes  are  either (a) not delinquent or (b) being  contested  in
good faith by appropriate legal or administrative proceedings and
as  to  which  adequate  reserves in  accordance  with  generally
accepted  accounting principles shall have been established,  but
only  so long as such proceedings could not subject the Purchaser
or  any  transferee  of the Purchaser to any  civil  or  criminal
penalty  or  liability  or involve any  risk  of  loss,  sale  or
forfeiture of any property, rights or interests covered  by  this
Agreement.

          "Person"   means   any  legal  person,   including   an
individual, corporation, partnership, association, joint venture,
joint-stock    company,   trust,   unincorporated   organization,
governmental entity or other entity of a similar nature.

          "Pooling and Servicing Agreement" means the Amended and
Restated  Pooling and Servicing Agreement dated as of August  11,
1995,   among  SRI  Receivables  Purchase  Co.,  Inc.,  Specialty
Retailers,  Inc.  and  Bankers  Trust  (Delaware),  as   amended,
modified or supplemented from time to time.

          "Purchase   Date"   has   the  meaning   specified   in
Section 2.01(a).

          "Purchase  Price"  means  the  Outstanding  Balance  of
Receivables  tendered to the Purchaser or offset against  amounts
owed by the Bank to the Purchaser pursuant to Section 2.03(a).

          "Purchase Termination Date" means the date on which the
Purchaser's  obligation to purchase Receivables  shall  terminate
pursuant to Section 6.01.

          "Purchase  Termination Event" has the meaning specified
in Section 6.01.

          "Purchaser" has the meaning specified in the preamble.

          "Purchases"    has    the    meaning    specified    in
Section 2.01(a).

          "Receivable"  means  any account or general  intangible
representing  the  indebtedness of  an  Obligor  under  a  Charge
Account   Agreement  arising  in  an  Account  from  a  sale   of
merchandise or services or a cash advance, and includes the right
to   payment  of  any  interest  or  finance  charges  and  other
obligations   of  such  Obligor  with  respect   thereto.    Each
Receivable includes, without limitation, all rights of  the  Bank
under the applicable Charge Account Agreement.

          "Receivables Purchase Agreement" means the Amended  and
Restated Receivables Purchase Agreement dated as of May 30, 1996,
among  SRI  Receivables Purchase Co., Inc.  and  the  Originators
parties  thereto, as amended, modified or supplemented from  time
to time.

          "Receivables  Statement" has the meaning  specified  in
Section 2.02(a).

          "Relevant UCC State" means each jurisdiction  in  which
the filing of a UCC financing statement is necessary or desirable
to evidence the Purchases.

          "Requirements  of Law" for any Person  shall  mean  the
certificate of incorporation or articles of association  and  by-
laws  or  other  organizational or governing  documents  of  such
Person, and any law, treaty, rule or regulation, or determination
of   an  arbitrator  or  Governmental  Authority  in  each   case
applicable to or binding upon such Person or to which such Person
is  subject, whether federal, state or local, including,  without
limitation,  usury  laws, the federal Truth in  Lending  Act  and
Regulation  Z and Regulation B of the Board of Governors  of  the
Federal Reserve System.
          "Servicer"  means  SRI  or  any  Person  appointed   as
successor  as provided in the Pooling and Servicing Agreement  to
service the Receivables.

          "SRI" means Specialty Retailers, Inc.

          "SRPC" means SRI Receivables Purchase Co., Inc.

          "UCC"  means  the Uniform Commercial Code,  as  amended
from time to time, as in effect in the applicable jurisdiction.

          Section   I.2.     Accounting  and  UCC   Terms.    All
accounting  terms  not  specifically  defined  herein  shall   be
construed  in  accordance with United States  generally  accepted
accounting  principles  ("U.S. GAAP");  and  all  terms  used  in
Article  9 of the UCC that are used but not specifically  defined
herein are used herein as defined therein.

                           ARTICLE II
               AMOUNTS AND TERMS OF THE PURCHASES

          Section II.1.  The Purchases. (1) The Bank does  hereby
sell,  transfer, assign, and otherwise convey to  the  Purchaser,
without recourse, all of its right, title and interest in, to and
under (collectively, the "Purchases"):

               (1)  all right, title and interest of the Bank  in
          and to the Receivables, if any, existing on the Closing
          Date  and  thereafter created and arising in connection
          with  the Accounts, including, without limitation,  all
          accounts,  contract rights, chattel paper, instruments,
          general  intangibles  and  other  obligations  of   any
          Obligor  with respect to any such Receivables, then  or
          thereafter existing, whether or not arising out  of  or
          in  connection with the sale or lease of goods  or  the
          rendering  of  services, including without  limitation,
          the  right  to payment of any interest, Finance  Charge
          Receivables,  returned check fees or late  charges  and
          other  obligations of an Obligor with  respect  to  any
          such Receivables, and all rights in and to all security
          agreements,  and other contracts securing or  otherwise
          relating to any such accounts, contract rights, chattel
          paper,  instruments, general intangibles or obligations
          (any   and  all  such  security  agreements  and  other
          contracts being the "Related Contracts");

               (2)    all   guarantees,   insurance   and   other
          agreements  or arrangements of whatever character  from
          time  to  time  supporting or securing payment  of  any
          Receivables;

               (3)   all payment and enforcement rights (but  not
          any   obligations)  to,  in  and  under   the   Related
          Contracts; and

               (iv)  proceeds  of  any and all of  the  Purchases
          described in subparagraphs (i) through (iii) above and,
          to  the  extent  not otherwise included,  all  payments
          under   insurance,  or  any  indemnity,   warranty   or
          guaranty,  payable by reason of loss or  damage  to  or
          otherwise   with  respect  to  any  of  such  foregoing
          Purchases,

from  the Bank on the Closing Date and on the Effective  Date  of
any  such subsequently created Receivable during the period  from
the  Closing Date until the Purchase Termination Date (each  such
date, including each such Closing Date, being a "Purchase Date").

          (2)   The  parties  to this Agreement intend  that  the
transactions contemplated hereby shall be, and shall  be  treated
as,  a  purchase by the Purchaser and a sale by the Bank  of  the
Receivables  and  not  as  a  lending transaction.  The  sale  of
Receivables  by the Bank hereunder shall be without recourse  to,
or  representation or warranty of any kind (express  or  implied)
by,  the  Bank, except as otherwise specifically provided herein.
If, notwithstanding the express intent of the parties hereto,  it
is  determined  that this Agreement does not constitute  a  valid
sale, transfer and assignment by the Bank to the Purchaser of the
Purchases,  the  Bank  shall be deemed to  have  granted  to  the
Purchaser  a  "security interest" (as defined in the  UCC  as  in
effect  in the Relevant UCC State) in such property of  the  Bank
which   comprises  the  Purchases  described  herein,  and   this
Agreement  shall  be  deemed to constitute a  security  agreement
under the UCC in effect in the Relevant UCC State.

          Section  II.2.  Delivery of Receivables. (1)   On  each
Effective  Date,  the Bank shall deliver, or shall  cause  to  be
delivered,  all  of  its  Receivables  to  the  Purchaser.   Such
delivery shall be evidenced no less frequently than each Business
Day  by  delivering, or causing the Servicer to deliver,  to  the
Purchaser  a  statement  or  report (a  "Receivables  Statement")
specifying  to the Purchaser the aggregate outstanding  principal
balance  of  the  Receivables  which  were  transferred  to   the
Purchaser after the date of the last Receivables Statement.

          (2)   Upon the fulfillment of the conditions set  forth
in  Article III, the delivery to the Purchaser of the Receivables
Statement  and payment of the Purchase consideration as  provided
in  Section 2.03, all the Bank's right, title and interest in and
to  such Receivables shall have been sold, assigned, transferred,
conveyed and set over to the Purchaser.

          Section  II.3.   Payments and Computations.   (1)   The
Purchase  Price for Receivables purchased from the Bank  pursuant
to  Section  2.01 shall be paid or provided for on  the  Purchase
Date of such Receivables by offsetting the Purchase Price against
any  amounts  due  and owing to the Purchaser  by  the  Bank  and
arising under the Credit Services Agreement or, if no amounts are
owing  to  the  Purchaser,  by payment  in  cash  in  immediately
available funds.

          (2)   All cash payments hereunder to the Bank shall  be
made  not later than the close of business (Central time) on  the
date  specified therefor in lawful money of the United States  of
America  in  same  day  funds to the bank account  designated  in
writing by the Bank to the Purchaser from time to time.

          (3)   Whenever  any cash payment to be  made  hereunder
shall  be  stated to be due on a day other than a  Business  Day,
such payment shall be made on the next succeeding Business Day.
                          ARTICLE III
                    CONDITIONS TO PURCHASES

          Section  III.1.  Conditions  Precedent  to  Purchaser's
Purchase.    The   obligation  of  the  Purchaser   to   purchase
Receivables  hereunder  from the Bank  on  the  Closing  Date  is
subject to the conditions precedent that the Purchaser shall have
received  on  or before the date of such Purchase the  following,
each  (unless  otherwise indicated) dated as of the Closing  Date
and in form and substance satisfactory to the Purchaser:

          (1)  a copy of duly adopted resolutions of the Board of
     Directors  of  the  Bank  authorizing  this  Agreement,  the
     documents  to  be  delivered by the Bank hereunder  and  the
     transactions contemplated hereby, certified by the Secretary
     or Assistant Secretary of the Bank;

          (2)  a duly executed certificate of the Secretary or an
     Assistant  Secretary of the Bank certifying  the  names  and
     true  signatures  of the Authorized Officers  authorized  on
     behalf of the Bank to sign this Agreement or any instruments
     or documents in connection with this Agreement;

          (3)   (A)  executed  UCC-1  financing  statements  with
     respect  to  the Receivables, naming the Bank as seller  and
     the  Purchaser  as purchaser, in proper form for  filing  in
     such jurisdictions in which the Purchaser deems it necessary
     or  desirable  to perfect the Purchaser's ownership  thereof
     under  the  UCC  or comparable law of such jurisdiction  and
     (B)  evidence that all other actions necessary  or,  in  the
     opinion  of the Purchaser, desirable or required to  perfect
     the  Purchaser's ownership of the Receivables sold hereunder
     have been duly taken;

          (iv)  written confirmation from each Rating  Agency  to
     the  effect  that the Accounts  referred to herein  will  be
     deemed to be Automatic Additional Account pursuant to clause
     (b)  of  the definition thereof in the Pooling and Servicing
     Agreement; and

          (v)   written  confirmation  that  each  of  the  First
     Amendment  to  the  Receivables Purchase Agreement  and  the
     Second Amendment to the Pooling and Servicing Agreement have
     been fully executed and are in full force and effect.

          Section III.2. Conditions Precedent to the Bank's Sale.
The  obligation  of  the  Bank to make its  sale  of  Receivables
hereunder to the Purchaser on the Closing Date is subject to  the
condition  precedent  that the Bank shall  have  received  on  or
before  the  Closing Date the following, each  (unless  otherwise
indicated) dated as of the Closing Date and in form and substance
satisfactory to the Bank:

          (a)  a copy of duly adopted resolutions of the Board of
     Directors  of the Purchaser authorizing this Agreement,  the
     documents to be delivered by the Purchaser hereunder and the
     transactions contemplated hereby, certified by the Secretary
     or Assistant Secretary of the Purchaser; and
          (b)   a  duly executed certificate of the Secretary  or
     Assistant  Secretary of the Purchaser certifying  the  names
     and true signatures of the officers authorized on its behalf
     to  sign  this  Agreement  and the  other  documents  to  be
     delivered by it hereunder.


                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

          Section  IV.1.  Representations and Warranties  of  the
Purchaser.  The Purchaser represents and warrants as to itself as
follows:

          (1)   It  (i) is a corporation duly organized,  validly
     existing  and  in  good  standing  under  the  laws  of  the
     jurisdiction of its incorporation, and is duly qualified  as
     a  foreign  corporation  and is in  good  standing  in  each
     jurisdiction in which the failure to so qualify would have a
     material  adverse  effect  on its  condition  (financial  or
     otherwise),  operations, properties or prospects,  (ii)  has
     the  requisite corporate power and authority to  effect  the
     transactions   contemplated  hereby,  and  (iii)   has   all
     requisite corporate power and authority and the legal  right
     to  own, pledge, mortgage and operate its properties, and to
     conduct  its  business as now or currently  proposed  to  be
     conducted.

          (2)   The execution, delivery and performance by it  of
     this  Agreement  and  all instruments and  documents  to  be
     delivered hereunder by it, and the transactions contemplated
     hereby  and  thereby, (i) are within its  corporate  powers,
     have been duly authorized by all necessary corporate action,
     including the consent of shareholders where required, and do
     not  (A) contravene its charter or by-laws, (B) violate  any
     law  or  regulation or any order or decree of any  court  or
     governmental instrumentality, (C) conflict with or result in
     the breach of, or constitute a default under, any indenture,
     mortgage  or deed of trust or any material lease,  agreement
     or other instrument binding on or affecting it or any of its
     respective   subsidiaries  or  any  of  its  properties   or
     (D)  result in or require the creation or imposition of  any
     Lien  except  as  created  or  imposed  hereunder,  and   no
     transaction contemplated hereby requires compliance  on  its
     part with any bulk sales act or similar law, and (ii) do not
     require  the  consent, authorization by or  approval  of  or
     notice  to  or filing or registration with, any governmental
     body, agency, authority, regulatory body or any other Person
     other  than  those which have been obtained except  for  the
     filing  of  the financing statements referred to in  Section
     3.01  hereof.   This  Agreement has been duly  executed  and
     delivered by the Purchaser and constitutes the legal,  valid
     and binding obligation of the Purchaser, enforceable against
     the Purchaser in accordance with its terms.

          (3)  There is no pending or, to its knowledge after due
     inquiry,  threatened  action  or  proceeding  affecting  the
     Purchaser   before   any  court,  governmental   agency   or
     arbitrator that may reasonably be expected to materially and
     adversely  affect  its condition (financial  or  otherwise),
     operations,  properties or prospects, or  that  purports  to
     affect  the  legality,  validity or enforceability  of  this
     Agreement, and none of the transactions contemplated  hereby
     is  or, to its knowledge is threatened to be, restrained  or
     enjoined (temporarily, preliminarily or permanently).

          Section  IV.2.  Representations and Warranties  of  the
Bank.  The  Bank hereby represents and warrants to the  Purchaser
that, as of the Closing Date and as to matters involving Accounts
created after the Closing Date, as of the date the Receivables of
such Accounts are designated for sale to the Purchaser:

          (1)   Organization and Good Standing.  The  Bank  is  a
     national   banking  association,  duly  organized,   validly
     existing  and in good standing under the laws of the  United
     States,  with full power and authority to own its properties
     and  conduct  its business as such properties are  presently
     owned  and  such  business is presently  conducted,  and  to
     execute,  deliver  and  perform its obligations  under  this
     Agreement.

          (2)  Due Qualification.  The Bank is duly qualified  to
     do  business and is in good standing (or is exempt from such
     requirement)  in  any  state required in  order  to  conduct
     business,  and  has  obtained  all  necessary  licenses  and
     approvals required under federal and applicable state law.

          (3)  Due Authorization.  The execution and delivery  of
     this  Agreement  and  the consummation of  the  transactions
     provided for in this Agreement have been duly authorized  by
     the  Bank by all necessary corporate action on its part  and
     this  Agreement will remain, from the time of its execution,
     an  official  record of the Bank.  This Agreement  has  been
     duly executed and delivered by the Bank and constitutes  the
     legal, valid and binding obligation of the Bank, enforceable
     against the Bank in accordance with its terms.

          (4)    No  Conflicts.   The  execution,  delivery   and
     performance  of  this  Agreement,  the  performance  of  the
     transactions  contemplated  by  this  Agreement,   and   the
     fulfillment  of  the  terms  hereof  by  the  Bank,  do  not
     (i)  contravene  its  articles of  association  or  by-laws,
     (ii) violate any provision of, or require any filing (except
     for  the  filings under the UCC required by this  Agreement,
     each  of  which has been duly made and is in full force  and
     effect),  registration, consent or approval under, any  law,
     rule, regulation, order, writ, judgment, injunction, decree,
     determination   or   award  presently   in   effect   having
     applicability   to  the  Bank,  except  for  such   filings,
     registrations,  consents or approvals as have  already  been
     obtained and are in full force and effect, (iii) result in a
     breach  of  or constitute a default or require  any  consent
     under any indenture or loan or credit agreement or any other
     agreement, lease or instrument to which the Bank is a  party
     or  by  which it or its properties may be bound or  affected
     except  those  as  to  which a consent or  waiver  has  been
     obtained  and  is in full force and effect and  an  executed
     copy  of  which  has  been delivered to  the  Purchaser,  or
     (iv)  result  in, or require, the creation or imposition  of
     any  lien upon or with respect to any of the properties  now
     owned  or  hereafter  acquired by the  Bank  other  than  as
     specifically contemplated by this Agreement.

          (5)   No Violation.  The execution and delivery of this
     Agreement,  the performance of the transactions contemplated
     by  this  Agreement and the fulfillment of the terms  hereof
     will  not conflict with or violate any Requirements  of  Law
     applicable to the Bank.

          (6)   No  Proceedings.   There are  no  proceedings  or
     investigations  pending or, to the knowledge  of  the  Bank,
     threatened  against  the Bank before any  court,  regulatory
     body,   administrative   agency,  or   other   tribunal   or
     governmental instrumentality (i) asserting the invalidity of
     this Agreement, (ii) seeking to prevent the consummation  of
     any  of  the  transactions contemplated by  this  Agreement,
     (iii)  seeking  any  determination or ruling  that,  in  the
     reasonable  judgment  of  the  Bank,  would  materially  and
     adversely  affect  the  performance  by  the  Bank  of   its
     obligations  under  this  Agreement  or  (iv)  seeking   any
     determination or ruling that would materially and  adversely
     affect the validity or enforceability of this Agreement.

          (7)     All    Consents   Required.   All    approvals,
     authorizations,  consents, orders or other  actions  of  any
     Person  or of any governmental body or official relating  to
     the  Bank and required in connection with the execution  and
     delivery   of  this  Agreement,  the  performance   of   the
     transactions   contemplated  by  this  Agreement   and   the
     fulfillment of the terms hereof, have been obtained.

          (8)   Bona  Fide  Receivables.   Each  Receivable  sold
     hereunder  by  the Bank is or will be an account  receivable
     arising out of the Bank's performance in accordance with the
     terms  of the Charge Account Agreement giving rise  to  such
     Receivable.   The Bank has no knowledge at the time  of  the
     sale  of such Receivable to the Purchaser hereunder  of  any
     fact which should have led it to expect that such Receivable
     would not be enforceable against the Obligor when due.

          (9)   Place  of  Business.   The  principal  place   of
     business of and the offices where the Bank keeps its records
     concerning the Receivables is at 10201 Main Street, Houston,
     Texas   77025  and  the offices where  the  Bank  keeps  the
     related   contracts  is  located  at  1020   Willow   Creek,
     Jacksonville, Texas  75766.

          (10)  Use  of  Proceeds.  As of the  Closing  Date,  no
     proceeds of the sale of any Receivables will be used by  the
     Bank to purchase or carry any margin security.

           (11) Not an "Investment Company".  The Bank is not  an
     "investment  company"  or  "controlled"  by  an  "investment
     company"  within the meaning of the Investment Company  Act,
     or is exempt from all provisions of such Act.

          (12)  ERISA Liens.  The Bank owns the Receivables  free
     and clear of any liens, claims (including but not limited to
     claims  of  ownership) or encumbrances,  including  but  not
     limited  to federal ERISA liens and claims arising  pursuant
     to 31 U.S.C. Section 3713.

          (13) ERISA and the Code.  The execution and delivery of
     this  Agreement and the transactions contemplated hereby  do
     not and will not involve any transaction by the Bank that is
     prohibited  under Section 406(a) of ERISA or  in  connection
     with  which  an  excise  tax could be  imposed  pursuant  to
     Section 4975(a) or (b) of the Internal Revenue Code of 1986,
     as  amended  (the  "Code"),  by  reason  of  the  prohibited
     transactions described in Section 4975(c)(1) (A),  (B),  (C)
     or (D) of the Code.

          The  representations and warranties set forth  in  this
Section  4.02  shall  survive  the sale  and  assignment  of  the
respective  Receivables  to  the  Purchaser  pursuant   to   this
Agreement.   The Bank shall be deemed each time that it  delivers
or  causes  to be delivered a Receivables Statement to  represent
and  warrant  to the Purchaser, as of the related Purchase  Date,
that the representations and warranties of the Bank set forth  in
Section  4.02,  are  true and correct  as  of  such  date.   Upon
discovery by the Bank or the Purchaser of a breach of any of  the
foregoing  representations and warranties, the party  discovering
such breach shall give prompt written notice to the other.

          Section  IV.3.  Representations and Warranties  of  the
Bank Relating to this Agreement and the Receivables.

          (1)   Binding  Obligation; Valid Sale  and  Assignment.
The Bank hereby represents and warrants to the Purchaser that  as
of the date each Receivable is sold hereunder:

          (1)   This  Agreement constitutes the legal, valid  and
     binding obligation of the Bank, enforceable against the Bank
     in   accordance  with  its  terms,  except   (A)   as   such
     enforceability  may  be  limited by  applicable  bankruptcy,
     insolvency, reorganization, moratorium or other similar laws
     now  or  hereafter  in effect affecting the  enforcement  of
     creditors' rights in general, and (B) as such enforceability
     may  be  limited  by general principles of  equity  (whether
     considered in a suit at law or in equity).

          (2)  This Agreement constitutes a valid sale, transfer,
     assignment, set-over and conveyance to the Purchaser of  all
     right,  title  and  interest of  the  Bank  in  and  to  the
     Receivables now existing or hereafter created and arising in
     connection  with the Accounts, all monies due or  to  become
     due  with  respect  thereto (including  all  Finance  Charge
     Receivables),  all other proceeds of such  Receivables,  and
     such  Receivables and all proceeds thereof will be  held  by
     the  Purchaser  free  and clear of any Lien  of  any  Person
     claiming  through or under the Bank or any of its Affiliates
     except for Permitted Liens.

          (3)  The Bank is not insolvent and has adequate capital
     to conduct its business as it is presently being conducted.

          (4)   The Bank is the legal and beneficial owner of all
     right, title and interest in and to each Receivable conveyed
     to  the  Purchaser by the Bank and each such Receivable  has
     been or will be sold to the Purchaser free and clear of  any
     Lien other than Permitted Liens.

          (5)     All    consents,   licenses,    approvals    or
     authorizations of or registrations or declarations with  any
     Governmental Authority required to be obtained, effected  or
     given by  the Bank in connection with the sale of the Bank's
     Receivables  to  the  Purchaser  have  been  duly  obtained,
     effected or given and are in full force and effect.

          (6)   The Bank has clearly and unambiguously marked its
     primary  computer records and its primary microfiche storage
     files  regarding the Bank's Receivables as the  property  of
     the  Purchaser and shall maintain such records in  a  manner
     that  will properly reflect the Purchaser's interest in such
     Receivables.

          (7)    All information with respect to the Accounts and
     the  Receivables provided to the Purchaser by the  Bank  was
     true  and correct in all material respects as of the Closing
     Date  or  with respect to Accounts created after the Closing
     Date, as of the day such Account is established.

          (8)   Each  of the Bank's Receivables has been conveyed
     to  the  Purchaser free and clear of any Lien of any  Person
     claiming  through or under the Bank or any of its Affiliates
     (other  than  Permitted  Liens) and  in  compliance  in  all
     material respects with all Requirements of Law applicable to
     the Bank.

          (9)   With  respect  to each of the Bank's  Receivables
     then   existing,  all  consents,  licenses,   approvals   or
     authorizations of or registrations or declarations with  any
     Governmental Authority required to be obtained, effected  or
     given by the Bank in connection with the conveyance of  such
     Receivable  to  the  Purchaser  have  been  duly   obtained,
     effected or given and are in full force and effect.

          (10) Each Receivable sold to the Purchaser on such  day
     has   been  conveyed  to  the  Purchaser  by  the  Bank   in
     compliance,  in all material respects, with all Requirements
     of Law applicable to the Bank and, with respect to each such
     Receivable,    all   consents,   licenses,   approvals    or
     authorizations of or registrations or declarations with, any
     Governmental Authority required to be obtained, effected  or
     given by the Bank in connection with the conveyance of  such
     Receivable  to  the  Purchaser  have  been  duly   obtained,
     effected or given and are in full force and effect.

          (2)    Notice  of  Breach.   The  representations   and
warranties set forth in this Section 4.03 shall survive the  sale
and  assignment  of the respective Receivables to the  Purchaser.
Upon discovery by the Bank or the Purchaser of a breach of any of
the  representations  and warranties set forth  in  this  Section
4.03, the party discovering such breach shall give prompt written
notice  to  the other party mentioned above.  The Bank agrees  to
cooperate  with  the Purchaser or any agent of the  Purchaser  in
attempting to cure any such breach.

                           ARTICLE V
                       GENERAL COVENANTS

          Section V.1.  Covenants of the Bank.  So long  as  the
Purchaser   shall  have  any  Net  Ownership  Interest   in   any
Receivables  sold  by the Bank or until the Purchase  Termination
Date  shall have occurred, whichever is later, the Bank covenants
that:

          (1)  Receivables to be Accounts, General Intangibles or
     Chattel  Paper.  The Bank will take no action to  cause  any
     Receivable to be evidenced by any instrument (as defined  in
     the  UCC as in effect in the Relevant UCC State).  The  Bank
     will  take no action to cause any Receivable to be  anything
     other  than an "account,"  "general intangible" or  "chattel
     paper"  (each  as  defined in the UCC as in  effect  in  the
     Relevant UCC State).

          (2)   Security  Interests.  Except for the  conveyances
     hereunder,  the  Bank  will  not  sell,  pledge,  assign  or
     transfer  to  any  other  Person, or grant,  create,  incur,
     assume  or  suffer  to  exist any Lien  on  any  Receivable,
     whether  now existing or hereafter created, or any  interest
     therein;  the Bank will immediately notify the Purchaser  of
     the  existence of any Lien on any Receivable; and  the  Bank
     shall  defend the right, title and interest of the Purchaser
     in,  to  and under the Receivables, whether now existing  or
     hereafter  created,  against all  claims  of  third  parties
     claiming through or under the Bank; provided, however,  that
     nothing  in this Section 5.01(b) shall prevent or be  deemed
     to prohibit the Bank from suffering to exist upon any of the
     Receivables any Permitted Lien.

          (3)    Charge   Account  Agreements  and   Credit   and
     Collection Policies.  The Bank shall comply with and perform
     its  obligations under any Charge Account Agreement to which
     the  Bank  is a party that relates to the Accounts  and  the
     Credit  and Collection Policy except insofar as any  failure
     to  comply  or  perform would not materially  and  adversely
     affect the rights of the Purchaser.  The Bank may change the
     terms  and  provisions of such Charge Account Agreements  or
     the  Credit and Collection Policy in any respect (including,
     without  limitation, the reduction of the  required  minimum
     monthly  payment,  the calculation of  the  amount,  or  the
     timing,  of chargeoffs and the Periodic Finance Charges  and
     other fees to be assessed thereon); provided, however,  that
     the  Bank  will not make any such change with the intent  to
     materially  benefit  it  over  the  Purchaser,   except   as
     otherwise  restricted  by  an endorsement,  sponsorship,  or
     other  agreement  between the Bank and  an  unrelated  third
     party or by the terms of the Charge Account Agreements.  The
     Bank  may  make any changes to the Charge Account Agreements
     or Credit and Collection Policy permitted by the Purchaser.

          (4)   Delivery of Collections.  In the event  that  the
     Bank receives Collections, it agrees to pay to the Purchaser
     or  such  other  Person  designated  by  the  Purchaser  all
     payments  received  by it in respect of the  Receivables  as
     soon  as practicable after receipt thereof by the Bank  (but
     in no event later than the second Business Day following the
     date of receipt).

          (5)   Conveyance of Accounts.  The Bank  covenants  and
     agrees  that  it  will  not,  without  the  consent  of  the
     Purchaser,  convey,  assign, exchange or otherwise  transfer
     any  Account to any Person other than Purchaser prior to the
     termination of this Agreement.

          (6)   Notice  of  Liens.   The Bank  shall  notify  the
     Purchaser promptly after becoming aware of any Lien  on  any
     Receivable other than Permitted Liens.

          (7)   Compliance with Laws, Etc.  The Bank shall comply
     in  all  material respects with all applicable laws,  rules,
     regulations   and  orders  applicable  to  the  Receivables,
     including,   without  limitation,  rules   and   regulations
     relating  to  truth  in lending, fair credit  billing,  fair
     credit  reporting,  equal  credit  opportunity,  fair   debt
     collection practices and privacy, where failure to so comply
     could  reasonably be expected to have an adverse  impact  on
     the amount of Collections thereunder.

          (8)   Preservation  of Corporate Existence.   The  Bank
     shall,  to  the extent it remains a party to this Agreement,
     preserve and maintain in all material respects its corporate
     existence,  corporate  rights (charter  and  statutory)  and
     corporate franchises.

          (9)   Visitation Rights.  At any reasonable time during
     normal business hours and from time to time, the Bank  shall
     permit  (i) the Purchaser, or any Person designated  by  the
     Purchaser, to examine and make copies of and abstracts  from
     the  records,  books  of  account and documents  (including,
     without  limitation, computer tapes and disks) of  the  Bank
     relating  to  Receivables owned or to be  purchased  by  the
     Purchaser  hereunder  and to the underlying  Charge  Account
     Agreements  and (ii) the Purchaser, or Person designated  by
     the  Purchaser (upon the giving of appropriate notice to the
     Purchaser)  to  visit the properties of  the  Bank  for  the
     purpose  of  examining such records, books  of  account  and
     documents, and to discuss the affairs, finances and accounts
     of  the  Bank relating to the Receivables or to  the  Bank's
     performance hereunder with any of its officers or  directors
     and with its independent certified public accountants.

          (10) Keeping of Records and Books of Account.  The Bank
     shall  maintain and implement, or cause to be maintained  or
     implemented,   administrative   and   operating   procedures
     reasonably necessary or advisable for the collection of  all
     such  Receivables, and, until the delivery to the Purchaser,
     keep  and maintain, or cause to be kept and maintained,  all
     documents,  books, records and other information  reasonably
     necessary  or  advisable  for the  collection  of  all  such
     Receivables.

          (11)  Performance and Compliance with  Receivables  and
     Charge  Account Agreements.  The Bank shall at  its  expense
     take  all  actions  on  its  part  reasonably  necessary  to
     maintain  in  full  force and effect its  rights  under  all
     Charge Account Agreements.

          (12)  Location  of Records.  The Bank  shall  keep  its
     principal place of business and chief executive office,  and
     the  offices  where  it  keeps the  records  concerning  the
     Receivables  and  all underlying Charge  Account  Agreements
     (and  all  original  documents  relating  thereto),  at  the
     address   or   addresses   of   the   Bank   specified    in
     Section 4.02(i) or upon written notice to the Purchaser,  at
     such  other  locations in a jurisdiction  where  all  action
     required  by  Section  5.01(o) shall  have  been  taken  and
     completed and be in full force and effect.

          (13) Furnishing Copies, Etc.  The Bank shall furnish to
     the   Purchaser   (i)  upon  the  Purchaser's   request,   a
     certificate of an Authorized Officer of the Bank certifying,
     as  of  the date thereof, that no Purchase Termination Event
     has  occurred  and  is  continuing  and  setting  forth  the
     computations  used such Authorized Officer of  the  Bank  in
     making   such  determination;  (ii)  on  the  Business   Day
     following  the  request, a computer file or microfiche  list
     containing  a  true  and  correct  list  of  all   Accounts,
     identified by account numbers and the outstanding balance of
     the Receivable in such Account; and (iii) promptly following
     the  Purchaser's  request therefor, such other  information,
     documents,   records  or  reports  with   respect   to   the
     Receivables  or the underlying Charge Account Agreements  or
     the conditions or operations, financial or otherwise, of the
     Bank,  as  the  Purchaser may from time to  time  reasonably
     request.

          (14)  Obligation to Record and Report.  The Bank  shall
     record  each  Purchase as a sale on its books  and  records,
     reflect  each  Purchase  in  its financial  statements,  tax
     returns  and  other  applicable  documents  as  a  sale  and
     recognize  gain  or  loss,  as the  case  may  be,  on  each
     Purchase.

          (15)  Continuing  Compliance with  the  UCC  and  Other
     Applicable  Law.  The Bank shall, at its expense,  preserve,
     continue,  and maintain or cause to be preserved, continued,
     and  maintained the Purchaser's valid and properly protected
     title  to  each  Receivable purchased hereunder,  including,
     without   limitation,  filing  or  recording  UCC  financing
     statements  in  each  relevant  jurisdiction  prior  to   or
     substantially  contemporaneously with  any  Purchases.   The
     Bank  shall  notify each Obligor, prior to or  substantially
     contemporaneously with the establishment of  such  Obligor's
     Charge  Account  Agreement with  the  Bank,  that  the  Bank
     intends  to  transfer Receivables arising in such  Obligor's
     Account  to  the  SRI Receivables Master Trust  (unless  and
     until  such time as the Bank shall have received an  Opinion
     of  Counsel  to the effect that such notice is not  required
     under applicable law to perfect the interest of the Buyer or
     such Trust in such Receivables).

          (16)  Collections by Bank.  In the event that the  Bank
     receives   any   amounts  in  respect  of   Collections   of
     Receivables, the Bank shall deposit or otherwise credit,  or
     cause  to  be deposited or otherwise credited,  as  soon  as
     reasonably practicable but in any event not later  than  the
     close  of business on the second Business Day following  the
     date  of  processing  of  such Collections,  to  an  account
     designated  by the Purchaser, an amount equal to the  amount
     so  received and hold such amount in trust for the Purchaser
     pending such remittance.

          (17) Further Action Evidencing Purchases.  (1) The Bank
     agrees  that  from  time to time, at its  expense,  it  will
     promptly  execute  and deliver all further  instruments  and
     documents,  and  take  all  further  action,  that  may   be
     necessary  or desirable or that the Purchaser may reasonably
     request,  to  protect or more fully evidence the Purchaser's
     ownership, right, title and interest in the Receivables sold
     by  the  Bank  and  its  rights  under  the  Charge  Account
     Agreements with respect thereto, or to enable the  Purchaser
     to exercise or enforce any such rights. Without limiting the
     generality of the foregoing, the Bank will upon the  request
     of  the  Purchaser  (A) execute and file such  financing  or
     continuation  statements, or amendments  thereto,  and  such
     other instruments or notices, as may be necessary or, in the
     opinion  of  the Purchaser, desirable, (B) indicate  on  its
     books  and  records  that Receivables  have  been  sold  and
     assigned  to  the Purchaser, and provide to  the  Purchaser,
     upon  request,  copies of any such records and  (C)  contact
     customers to confirm and verify Receivables.

          (2)    The  Bank  hereby  irrevocably  authorizes   the
     Purchaser  to  file  one or more financing  or  continuation
     statements, and amendments thereto, relative to all  or  any
     part  of the Receivables sold by the Bank, or the underlying
     Charge Account Agreements with respect thereto, without  the
     signature of the Bank where permitted by law.

          (3)  If the Bank fails to perform any of its agreements
     or  obligations under this Agreement, the Purchaser may (but
     shall not be required to) perform, or cause performance  of,
     such  agreements  or obligations, and the  expenses  of  the
     Purchaser incurred in connection therewith shall be  payable
     by the Bank as provided in Section 8.06.

          Section   V.2.  Purchaser  Covenant  Regarding   Sale
Treatment.   The  Purchaser  shall  record  each  Purchase  as  a
purchase  on  its books and records and reflect each Purchase  in
its  financial  statements,  tax  returns  and  other  applicable
documents as a purchase.

                           ARTICLE VI
                   PURCHASE TERMINATION EVENT
                                
          Section VI.1.  Purchase Termination Event.  If the Bank
shall  consent  to  the  appointment of a bankruptcy  trustee  or
receiver or liquidator in any bankruptcy proceeding or any  other
insolvency,  readjustment  of debt,  marshalling  of  assets  and
liabilities  or  similar proceedings of or  relating  to  all  or
substantially all of its Accounts or a decree or order of a court
or  agency  or supervisory authority having jurisdiction  in  the
premises  for the appointment of a bankruptcy trustee or receiver
or   liquidator  in  any  bankruptcy  proceeding  or  any   other
insolvency,  readjustment  of debt,  marshalling  of  assets  and
liabilities  or  similar proceeding, or for  the  winding  up  or
liquidation  of its affairs, shall have been entered against  the
Bank, or the Bank shall admit in writing its inability to pay its
debts  generally  as  they become due, file a  petition  to  take
advantage of any applicable insolvency or reorganization statute,
make   an  assignment  for  the  benefit  of  its  creditors   or
voluntarily suspend payment of its obligations; or the Bank shall
become unable for any reason to sell Receivables to the Purchaser
in  accordance  with  the provisions of this  Agreement;  or  the
Purchaser  shall  become  unable  for  any  reason  to   purchase
Receivables  from the Bank in accordance with the  provisions  of
this  Agreement,  then  the Purchaser's  obligation  to  purchase
Receivables from the Bank shall automatically be terminated  upon
the happening of such event (a "Purchase Termination Event").

                          ARTICLE VII
                          NO RECOURSE

          Section  VII.1.  No  Recourse  Against  Bank.
Notwithstanding  anything to the contrary herein,  the  Purchaser
shall  have  no  recourse  against the Bank  on  account  of  the
performance  or non-performance of any Obligor or any Receivable,
any  reduction in the outstanding balance of any Receivable,  any
misrepresentation or breach of warranty by the Bank, or  for  any
other  reason.  Each sale of Receivables hereunder shall be final
and irrevocable.

          Section  VII.2.  Indemnities by the Purchaser.   Without
limiting  any  other rights that the Bank may have  hereunder  or
under  applicable law, the Purchaser hereby agrees  to  indemnify
the  Bank  from  and  against  any and  all  claims,  losses  and
liabilities (including reasonable attorneys' fees) arising out of
or  resulting  from the Bank's reliance on any representation  or
warranty  made  by  the Purchaser in this  Agreement  or  in  any
certificate delivered pursuant hereto that, in either case, shall
have been false or incorrect in any material respect when made or
deemed made.


                          ARTICLE VIII
                         MISCELLANEOUS

          Section VIII.1.  Amendment.  This Agreement and  the
rights  and  obligations  of the parties  hereunder  may  not  be
changed  orally, but only by an instrument in writing  signed  by
the Purchaser and the Bank.

          Section  VIII.2.  Notices, Etc.   All  notices  and
other  communications provided for hereunder shall be in  writing
(including  telegraphic, telex, facsimile or cable communication)
and   mailed,  telegraphed,  telexed,  transmitted,   cabled   or
delivered,  if to the Bank, at its address at 1020 Willow  Creek,
Jacksonville, Texas  75766, Attention: Treasurer (with copies  to
such Persons as may be designated by the Bank from time to time);
and  if  to  the Purchaser, at its address at 10201 Main  Street,
Houston, Texas 77025, Attention:  President (with copies to  such
Persons as may be designated by the Purchaser from time to time).
All   such   notices  and  communications  shall   when   mailed,
telegraphed,  telexed, transmitted or cabled  be  effective  when
deposited  in  the  mails, delivered to  the  telegraph  company,
confirmed  by  telex  answerback, transmitted  by  telecopier  or
delivered to the cable company, respectively.

          Section VIII.3.  No Waiver: Remedies.  No failure on
the  part  of  the  Purchaser  to  exercise,  and  no  delay   in
exercising,  any right under this Agreement shall  operate  as  a
waiver  thereof, nor shall any single or partial exercise of  any
such right preclude any other or further exercise thereof or  the
exercise  of  any other right. The remedies herein  provided  are
cumulative and not exclusive of any remedies provided by law.

          Section  VIII.4.  Binding Effect.   This  Agreement
shall  be  binding upon and inure to the benefit of the Bank  and
the Purchaser and their respective successors and assigns, except
that   the  Bank  shall not have the right to assign  its  rights
hereunder  or  any  interest  herein without  the  prior  written
consent  of  the  Purchaser.  This  Agreement  shall  create  and
constitute  the continuing obligations of the parties  hereto  in
accordance  with its terms, and shall remain in  full  force  and
effect  as  between the Purchaser and the Bank until  such  time,
after  the Purchase Termination Date, as the Purchaser shall  not
have any Net Ownership Interest in any Receivables.

          Section  VIII.5.  Governing  Law.   THIS  AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE  LAWS
OF  THE  STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT  OF
LAW  PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF  THE
PARTIES  HEREUNDER  SHALL BE DETERMINED IN ACCORDANCE  WITH  SUCH
LAWS,  EXCEPT  AS  REQUIRED BY MANDATORY PROVISIONS  OF  LAW  AND
EXCEPT  TO  THE  EXTENT THAT THE VALIDITY OR  PROTECTION  OF  THE
PURCHASER'S  OWNERSHIP OF THE PURCHASED RECEIVABLES, OR  REMEDIES
HEREUNDER  IN RESPECT THEREOF MAY BE GOVERNED BY THE  LAWS  OF  A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          Section VIII.6.  Costs, Expenses and Taxes. The Bank
agrees  to  pay on demand all costs and expenses of the Purchaser
in  connection  with the preparation, execution and  delivery  of
this  Agreement  and  the  documents to be  delivered  hereunder,
including,  without limitation, the reasonable fees  and  out-of-
pocket expenses of counsel for the Purchaser with respect thereto
and  with respect to advising the Purchaser as to its rights  and
remedies  under  this  Agreement,  and  all  costs  and  expenses
(including,  without  limitation,  reasonable  counsel  fees  and
expenses),  in  connection with the enforcement (whether  through
negotiations,  legal proceedings or otherwise) of this  Agreement
and  the  documents to be delivered hereunder.  In addition,  the
Bank  agrees  to pay any and all stamp and other taxes  and  fees
payable  or  determined  to be payable  in  connection  with  the
execution,  delivery, filing and recording of this  Agreement  or
the  other documents to be delivered hereunder, and agree to hold
the  Purchaser harmless from and against any and all  liabilities
with respect to or resulting from any delay in paying or omitting
to pay such taxes and fees.

          Section  VIII.7.  Acknowledgment of Assignment.  The
Bank acknowledges that the Purchaser shall sell, transfer, assign
or  otherwise  convey  its  rights in the  Receivables  to  SRPC,
subject  to the terms and conditions of the Receivables  Purchase
Agreement.

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

                              THE BANK
                              
                              GRANITE NATIONAL BANK, N.A.



                              /s/ Charles Sledge
                              By: Charles Sledge
                              Its:  V.P. Controller and Secretary




                              THE PURCHASER:

                              SPECIALTY RETAILERS, INC.


                              /s/ Mark Hess
                              By: Mark Hess
                              Its:  Treasurer