Exhibit 10.p
                                
                  REGISTRATION RIGHTS AGREEMENT


          REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated
as of October 24, 1996, between Fingerhut Companies, Inc., a
Minnesota corporation ("FCI"), and Metris Companies Inc., a
Delaware corporation (the "Company").

          WHEREAS, as of the date hereof FCI, through one of its
subsidiaries, is the owner of all of the issued and outstanding
shares of the common stock (the "Common Stock"), of the Company;

          WHEREAS, the Company is offering and selling to the
public by means of a Registration Statement on Form S-1 (the
"Registration Statement") up to 3,258,333 shares of the Common
Stock; and

          WHEREAS, the Company and FCI desire to provide for
certain registration rights with respect to the shares of Common
Stock held by FCI (the "Shares").

          NOW THEREFORE, in consideration of the mutual covenants
and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

                            ARTICLE I
                                
                Effectiveness of Agreement; Term

          SECTION 1.01.  Closing Date.  This Agreement shall take
effect upon the closing (the "Closing Date") of the sale of
shares of Common Stock offered by the Company pursuant to the
Registration Statement (File No. 333-10831) filed with the
Securities and Exchange Commission (the "SEC").

          SECTION 1.02.  Term.  This Agreement shall remain in
effect from the Closing Date until that date (the "Termination
Date") which is five years after the date on which FCI ceases to
own at least 50% of the outstanding shares of stock of the
Company entitled to vote generally in the election of directors;
provided, however, that this Agreement shall remain in effect
until the completion of any registration of shares under Article
II or Article III which commenced prior to the Termination Date
notwithstanding the Termination Date.

                           ARTICLE II
                                
                       Demand Registration

          SECTION 2.01.  Notice.  Upon the terms and subject to
the conditions set forth herein, upon written notice of FCI or
its Permitted Transferees (as defined in Section 2.04) (FCI and
such Permitted Transferees being collectively referred to herein
as the "Holders") requesting that the Company effect the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of any or all of the Shares held by it, which
notice shall specify the intended method or methods of
disposition of such Shares, the Company will promptly give
written notice of the proposed registration to all other Holders
and will use its best efforts to effect (at the earliest possible
date) the registration under the Securities Act of such Shares
(and the Shares of any other Holders joining in such request as
are specified in a written notice received by the Company within
20 days after receipt of the Company's written notice of the
proposed registration) for disposition in accordance with the
intended method or methods of disposition stated in such request;
provided, however, that:

          (a)  if the Company shall have previously effected two
registrations with respect to Shares pursuant to this Article II
within the previous 18 months, the Company shall not be required
to effect a registration pursuant to this Article II until 18
months shall have elapsed from the effective date of the second
most recent such registration;

          (b)  if, upon receipt of a registration request
pursuant to this Article II, the Company is advised in writing,
with a copy to the Holders of Shares proposed to be included in
the offering (the "Selling Holders"), by a recognized independent
investment banking firm selected by the Company and reasonably
acceptable to the Selling Holders that, in such firm's opinion, a
registration at the time and on the terms requested would
adversely affect any public offering of securities by the
Company, other than in connection with employee benefit and
similar plans (a "Company Offering") that had been contemplated
by the Company prior to the notice by the Holders requesting
registration, the Company shall not be required to effect a
registration pursuant to this Article II until the earliest of
(i) four months after the completion of such Company Offering,
(ii) the termination of any "blackout" period required by the
underwriters, if any, to be applicable to the Holders in
connection with such Company Offering, (iii) promptly after
abandonment of such Company Offering or (iv) six months after the
date of written notice by the Holders requesting registration;

          (c)  if, while a registration request is pending
pursuant to this Article II, the Company determines in the good
faith judgment of the general counsel of the Company that the
filing of a registration statement would require the disclosure
of material information which the Company has a bona fide
business purpose for preserving as confidential and the
disclosure of which would have a material adverse effect on the
Company or the Company is unable to comply with SEC requirements,
the Company shall not be required to effect a registration
pursuant to this Article II until the earlier of (i) the date
upon which such material information is disclosed to the public
or ceases to be material or (ii) 90 days after the Company makes
such good faith determination; and

          (d)  the number of Shares registered pursuant to any
registration requested pursuant to this Article II shall
represent not less than 5% of the Shares then held by the
Holders.

          SECTION 2.02.  Registration Expenses.

          (a)  All Registration Expenses (as defined in Article
VIII) for the first three (plus the number of Blackout
Termination Rights provided for by Section 4.03(b)) registrations
effected pursuant to this Article II shall be paid by the Company
on behalf of any Holders; provided, however, that if any
securities are registered for sale for the account of any Person
(as such term is defined in Section 2(2) of the Securities Act)
other than the Selling Holders pursuant to Section 2.03, each
such other Person shall bear its pro rata share of the
Registration Expenses (or such other amount as shall be
determined by the Company and such Person) and the Company shall
bear the remaining share of the Registration Expenses.

          (b)  The Company and FCI shall each bear one half of
the Registration Expenses (as defined in Article VIII) for all
registrations effected pursuant to this Article II subsequent to
those provided for by Section 2.02(a); provided, however, that if
any securities are registered for sale for the account of any
Person (as such term is defined in Section 2(2) of the Securities
Act) other than the Selling Holders pursuant to Section 2.03,
each such other Person shall bear its pro rata share of the
Registration Expenses, and the Company and FCI shall each bear
one half of the remaining share of the Registration Expenses.

          SECTION 2.03.  Third Person Shares.  The Company shall
have the right to cause the registration of securities for sale
for the account of any Person (other than the Selling Holders) in
any registration of Shares requested pursuant to this Article II;
provided, however, that the Company shall not have the right to
cause the registration of such securities of such other Persons
if:

          (a)  the Selling Holders are advised in writing (with a
copy to the Company) by a recognized independent investment
banking firm selected by the Selling Holders and reasonably
acceptable to the Company that, in such firm's opinion,
registration of such securities would adversely affect in a
significant manner the offering and sale of Shares then
contemplated by the Selling Holders; or

          (b)  the Selling Holders do not receive assurances
reasonably satisfactory to them that such other Person for whose
account such securities are being registered will pay a pro rata
share of the Registration Expenses pursuant to Section 2.02
(provided that for purposes of this clause (b), the guarantee by
the Company to the Selling Holders of payment of such share of
the Registration Expenses shall constitute satisfactory assurance
to the Selling Holders).

          SECTION 2.04.  Permitted Transferees.  As used in this
Agreement, "Permitted Transferees" shall mean any transferee,
whether direct or indirect, of Shares designated by FCI in a
written notice to the Company as provided for in Section 9.05.
Such written notice shall be signed by both FCI and the Permitted
Transferees so designated and shall include an undertaking by the
Permitted Transferees to comply with the terms and conditions of
this Agreement applicable to FCI.

                           ARTICLE III
                                
                     Incidental Registration

          SECTION 3.01.  Notice and Registration.  If the Company
proposes to register any of the Common Stock ("Other Securities")
for public sale under the Securities Act (whether proposed to be
offered for sale by the Company or any other Person), on a form
and in a manner which would permit registration of Shares for
sale to the public under the Securities Act, it will give prompt
written notice to the Holders of its intention to do so, and upon
the written request of any or all of the Holders delivered to the
Company within 10 business days after the giving of any such
notice (which request shall specify the Shares intended to be
disposed of by such Holders and the intended method of
disposition thereof) the Company will use its best efforts to
effect, in connection with the registration of the Other
Securities, the registration under the Securities Act of all
Shares which the Company has been so requested to register by
such Holders (which shall then become Selling Holders), to the
extent required to permit the disposition (in accordance with the
intended method or methods thereof as aforesaid) of the Shares so
to be registered; provided, however, that:

          (a)  if, at any time after giving such written notice
of its intention to register any Other Securities and prior to
the effective date of the registration statement filed in
connection with such registration, the Company shall determine
for any reason not to register the Other Securities, the Company
may, at its election, give written notice of such determination
to the Selling Holders (or, if prior to delivery of the Holders'
written request described above in this Section 3.01, the
Holders) and thereupon the Company shall be relieved of its
obligation to register such shares in connection with the
registration of such Other Securities (but not from its
obligation to pay Registration Expenses to the extent incurred in
connection therewith as provided in Section 3.02), without
prejudice, however, to the rights (if any) of any Selling Holders
immediately to request that such registration be effected as a
registration under Article II;

          (b)  the Company shall have the right to exclude all
the Shares from registration, or limit the number of Shares to be
registered, pursuant to this Article III if an underwriter of the
registration shall advise the Company in writing (with a copy to
the Selling Holders or, if prior to delivery of the Holders'
written request described above in this Section 3.01, the
Holders) that, in such underwriter's opinion, a registration of
all Shares which the Company has been requested to register at
that time would adversely affect the Company Offering; and

          (c)  the Company shall not be required to effect any
registration of Shares under this Article III incidental to the
registration of any of its securities in connection with mergers,
acquisitions, exchange offers, subscription offers, dividend
reinvestment plans or stock option or other employee benefit
plans.

          No registration of Shares affected under this Article
III shall relieve the Company of its obligation to effect a
registration of Shares pursuant to Article II.

          SECTION 3.02.  Registration Expenses.  The Company and
the Selling Holders will each pay their respective pro rata
shares of the Registration Expenses in connection with any
registration pursuant to this Article III.

                           ARTICLE IV
                                
                     Registration Procedures

          SECTION 4.01.  Registration and Qualification.  If and
whenever the Company is required to use its best efforts to
effect the registration of any Shares under the Securities Act as
provided in Articles II and III, the Company will as promptly as
is practicable:

          (a)  prepare, file and use its best efforts to cause to
become effective a registration statement under the Securities
Act regarding Shares to be offered;

          (b)  prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the
provisions of the Securities Act with respect to the disposition
of all Shares until the earlier of (i) such time as all of such
Shares have been disposed of in accordance with the intended
methods of disposition by the Selling Holders set forth in such
registration statement or (ii) the expiration of nine months
after such registration statement becomes effective;

          (c)  furnish to the Selling Holders and to any
underwriter of such Shares such number of conformed copies of
such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such
number of copies of the prospectus included in such registration
statement (including each preliminary prospectus and any summary
prospectus), in conformity with the requirements of the
Securities Act, such documents incorporated by reference in such
registration statement or prospectus, and such other documents as
the Selling Holders or such underwriter may reasonably request;

          (d)  use its best efforts to register or qualify all
Shares covered by such registration statement under such other
securities or blue sky laws of such United States jurisdictions
as the Selling Holders or any underwriter of such Shares shall
reasonably request, and do any and all other acts and things
which may be necessary or advisable to enable the Selling Holders
or any underwriter to consummate the disposition in such
jurisdictions of its Shares covered by such registration
statement, except that the Company shall not for any such purpose
be required to qualify generally to do business as a foreign
corporation in any jurisdiction where it is not so qualified, or
to subject itself to taxation in any such jurisdiction, or to
consent to general service of process in any such jurisdiction;

          (e)  (i) furnish to the Selling Holders, addressed to
them, an opinion of counsel for the Company, dated the date of
the closing under the underwriting agreement, and (ii) use its
best efforts to furnish to the Selling Holders, addressed to
them, a "cold comfort" letter signed by the independent public
accountants who have certified the Company's financial statements
included in such registration statement, covering substantially
the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the
date of such financial statements, as are customarily covered in
opinions of issuer's counsel and in accountants' letters
delivered to underwriters in underwritten public offerings of
securities and such other matters as the Selling Holders may
reasonably request; and

          (f)  immediately notify the Selling Holders at any time
when a prospectus relating to a registration pursuant to Article
II or III is required to be delivered under the Securities Act of
the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading, and at the request of the
Selling Holders prepare and furnish to the Selling Holders a
reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Shares, such prospectus shall
not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances
under which they are made, not misleading.

          The Company may require the Selling Holders to furnish
the Company with such information regarding the Selling Holders
and the distribution of such securities as the Company may from
time to time reasonably request in writing and as shall be
required by law, the SEC or any securities exchange on which any
shares of Common Stock are then listed for trading in connection
with any registration.

          SECTION 4.02.  Underwriting.  If requested by the
underwriters for any underwritten offering of Shares pursuant to
a registration requested hereunder (including any registration
under Article III which involves, in whole or in part, an
underwritten offering), the Company will enter into an
underwriting agreement with such underwriters for such offering,
such agreement to contain such representations and warranties by
the Company and such other terms and provisions as are
customarily contained in underwriting agreements with respect to
secondary distributions, including, without limitation,
indemnities and contribution to the effect and to the extent
provided in Article VI and the provision of opinions of counsel
and accountants' letters to the effect and to the extent provided
in Section 4.01(e).  The Company may require that Shares
requested to be registered pursuant to Article III be included in
such underwriting on the same terms and conditions as shall be
applicable to the Other Securities being sold through
underwriters under such registration.  The Selling Holders of
Shares to be distributed by such underwriters shall be parties to
any such underwriting agreement, and the representations and
warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be
made to and for the benefit of such Selling Holders.

          SECTION 4.03.  Blackout Periods.

          (a)  At any time when a registration statement effected
pursuant to Article II relating to Shares is effective, upon
written notice from the Company to the Selling Holders that the
Company determines in the good faith judgment of the general
counsel of the Company that the Selling Holders sale of Shares
pursuant to the registration statement would require disclosure
of material information which the Company has a bona fide
business purpose for preserving as confidential and the
disclosure of which would have a material adverse effect on the
Company or the Company is unable to comply with SEC requirements
(an "Information Blackout"), the Selling Holders shall suspend
sales of Shares pursuant to such registration statement until the
earlier of (i) the date upon which such material information is
disclosed to the public or ceases to be material, (ii) 90 days
after the Company makes such good faith determination or (iii)
such time as the Company notifies the Selling Holders that sales
pursuant to such registration statement may be resumed (the
number of days from such suspension of sales of the Selling
Holders until the day when such sales maybe resumed hereunder is
hereinafter called a "Sales Blackout Period").

          (b)  Any delivery by the Company of notice of an
Information Blackout during the 90 days immediately following
effectiveness of any registration statement effected pursuant to
Article II shall give the Selling Holders the right, by notice to
the Company within 20 days after the end of such blackout period,
to cancel such registration and obtain for the Holders one
additional registration right (a "Blackout Termination Right")
under Section 2.01(a).

          (c)  If there is an Information Blackout and the
Selling Holders do not exercise the cancellation right, if any,
pursuant to clause (b) of this Section 4.03, or, if such
cancellation right is not available, the period set forth in
Section 4.01(b)(ii) shall be extended for a number of days equal
to the number of days in the Sales Blackout Period.

          SECTION 4.04.  Listing.  In connection with the
registration of any offering of Shares pursuant to this
Agreement, the Company agrees to use its best efforts to effect
the listing of such Shares on any securities exchange on which
any shares of the Common Stock are then listed or otherwise
facilitate the public trading of such shares.

                            ARTICLE V
                                
              Preparation; Reasonable Investigation
                                
          SECTION 5.01.  Preparation; Reasonable Investigation.
In connection with the preparation and filing of each
registration statement registering Shares under the Securities
Act, the Company will give the Selling Holders and the
underwriters, if any, and their respective counsel and
accountants, such reasonable and customary access to its books
and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants
who have certified its financial statements as shall be
necessary, in the opinion of the Selling Holders and such
underwriters or their respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.

                           ARTICLE VI
                                
                Indemnification and Contribution

          SECTION 6.01.  Indemnification and Contribution.

          (a)  In the event of any registration of any Shares
hereunder, the Company will enter into customary indemnification
arrangements to indemnify and hold harmless each of the Selling
Holders, each of their respective directors and officers, each
Person who participates as an underwriter in the offering or sale
of such securities, each officer and director of each
underwriter, and each Person if any, who controls each such
Selling Holder or any such underwriter within the meaning of the
Securities Act against any losses, claims, damages, liabilities
and expenses, joint or several, to which such Person may be
subject under the Securities Act or otherwise insofar as such
losses, claims,  damages, liabilities or expenses (or actions or
proceedings in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which
such securities were registered under the Securities Act, any
preliminary prospectus or final prospectus included therein, or
any amendment or supplement thereto, or any document incorporated
by reference therein, or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the
Company will reimburse each such Person, as incurred, for any
legal or any other expenses reasonably incurred by such Person in
connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, however, that the
Company shall not be liable in any such case to the extent that
any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, any such
preliminary prospectus or final prospectus, amendment or
supplement in reliance upon and in conformity with written
information furnished to the Company by the Selling Holders or
such underwriter specifically for use in the preparation thereof.
Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Selling Holders
or any such Person and shall survive the transfer of such
Securities by the Selling Holders.  The Company also shall agree
to provide for contribution as shall reasonably be requested by
the Selling Holders or any underwriters in circumstances where
such indemnity is held unenforceable.

          (b)  The Selling Holders, by virtue of exercising their
respective registration rights hereunder, agree and undertake to
enter into customary indemnification arrangements to indemnify
and hold harmless (in the same manner and to the same extent as
set forth in clause (a) of this Section 6.01) the Company, each
director of the Company, each officer of the Company who shall
sign such registration statement, each Person who participates as
an underwriter in the offering or sale of such securities, each
officer and director of each underwriter, and each Person, if
any, who controls the Company or any such underwriter within the
meaning of the Securities Act, with respect to any statement in
or omission from such registration statement, any preliminary
prospectus or final prospectus included therein, or any amendment
or supplement thereto, if such statement or omission was made in
reliance upon and in conformity with written information
furnished by the Selling Holders to the Company specifically for
inclusion in such registration statement or prospectus.  Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any such
director, officer or controlling Person and shall survive the
transfer of the registered securities by the Selling Holders.
The Selling Holders also shall agree to provide for contribution
as shall reasonably be requested by the Company for any
underwriters in circumstances where such indemnity is held
unenforceable.

          (c)  Indemnification and contribution similar to that
specified in the preceding subdivisions of this Section 6.01
(with appropriate modifications) shall be given by the Company
and the Selling Holders with respect to any required registration
or other qualification of such Shares under any federal or state
law or regulation of governmental authority other than the
Securities Act.

                           ARTICLE VII
                                
         Benefits and Termination of Registration Rights

          SECTION 7.01.  Benefits and Termination of Registration
Rights.  The Holders may jointly exercise the registration rights
granted hereunder in such manner and proportions as they shall
agree among themselves; provided, however, any Permitted
Transferees of Shares shall be subject to and bound by all of the
terms and conditions hereof applicable to FCI (in addition to
those terms and conditions expressly applicable to Holders or
Selling Holders).  The registration rights hereunder shall cease
to apply to Shares when:

          (a)  a registration statement with respect to the sale
of such Shares shall have become effective under the Securities
Act and such Shares shall have been disposed of in accordance
with such registration statement;

          (b)  they shall have been sold to the public pursuant
to Rule 144 under the Securities Act (or any successor
provision);

          (c)  they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company, and subsequent
public distribution of them shall not require registration or
qualification of them under the Securities Act or any similar
state law then in force; or

          (d)  they shall have ceased to be outstanding.

                          ARTICLE VIII
                                
                      Registration Expenses

          SECTION 8.01.  Registration Expenses.  As used in this
Agreement, the term "Registration Expenses" means all expenses
incident to the Company's performance of or compliance with the
registration requirements set forth in this Agreement including,
without limitation, the following:

          (a)  the fees, disbursements and expenses of the
Company's counsel and accountants in connection with the
registration of Shares to be disposed of under the Securities
Act;

          (b)  all expenses in connection with the preparation,
printing and filing of the registration statement, any
preliminary prospectus or final prospectus, any other offering
document and amendments and supplements thereto and the mailing
and delivering of copies thereof to the underwriters and dealers;

          (c)  the cost of printing and producing any
agreement(s) among underwriters, underwriting agreement(s), and
blue sky or legal investment memoranda, any selling agreements
and any amendments thereto or other documents in connection with
the offering, sale or delivery of Shares to be disposed of;

          (d)  all expenses in connection with the qualification
of Shares to be disposed of for offering and sale under state
securities laws, including the fees and disbursements of counsel
for the underwriters in connection with such qualification and in
connection with any blue sky and legal investment surveys;

          (e)  the filing fees incident to securing any required
review by NASDAQ of the terms of the sale of Shares to be
disposed of;

          (f)  the costs of preparing stock certificates; and

          (g)  the costs and charges of the Company's transfer
agent and registrar.  Registration Expenses shall not include
underwriting discounts and underwriters commissions attributable
to the Shares being registered for sale on behalf of the Selling
Holders, and the fees, disbursements and expenses of the Selling
Holders' counsel, which shall be paid by the Selling Holders.
                                
                           ARTICLE IX
                                
                          Miscellaneous

          SECTION 9.01.  No Inconsistent Agreements.  The Company
shall not on or after the date of this Agreement enter into any
agreement with respect to its securities that violates the rights
expressly granted to the Holders in this Agreement.

          SECTION 9.02.  Assignment.  This Agreement shall be
binding upon and inure to the benefit of and be enforceable by
the parties hereto and with respect to the Company, its
respective successors and assigns, and with respect to FCI, any
Permitted Transferees of the Shares.

          SECTION 9.03.  Governing Law; Jurisdiction.  This
Agreement shall be construed, performed and enforced in
accordance with, and governed by, the laws of the State of
Minnesota applicable to contracts executed in and to be performed
in that State.

          SECTION 9.04.  Severability.  In the event that any
part of this Agreement is declared by any court or other judicial
or administrative body to be null, void or unenforceable, said
provision shall survive to the extent it is not so declared, and
all of the other provisions of this Agreement shall remain in
full force and effect.

          SECTION 9.05.  Notices.  All notices, requests, demands
and other communications under this Agreement shall be in writing
and shall be deemed to have been fully given:

          (a)  on the date of service if served personally on the
party to whom notice is to be given;

          (b)  on the day of transmission if sent via facsimile
transmission to the facsimile number given below, and telephonic
confirmation of receipt is obtained promptly after completion of
transmission;

          (c)  on the day after delivery to Federal Express or
similar overnight courier or the Express Mail service maintained
by the United States Postal Service; or

          (d)  on the fifth day after mailing, if mailed to the
party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid and properly addressed,
to the party as follows:

          If to FCI or any other Holder:

                         Fingerhut Companies, Inc.
                         4400 Baker Road
                         Minnetonka, MN  55343
                         Attn:  General Counsel
                         Telecopy:  (612) 936-5412

          If to the Company:

                         Metris Companies Inc.
                         600 South Highway 169, Suite 1800
                         St. Louis Park, Minnesota  55426
                         Attn:  General Counsel
                         Telecopy:  (612) 525-5070

          Any party may change its address for the purpose of
this Section by giving the other party written notice of its new
address in the manner set forth above.

          SECTION 9.06.  Amendments; Waivers.  This Agreement may
be amended or modified, and any of the terms, covenants or
conditions hereof may be waived, only by a written instrument
executed by the parties hereto, or in the case of a waiver, by
the party waiving compliance.  Any waiver by any party of any
condition, or of the breach of any provision, term or covenant
contained in this Agreement, in any one or more instances, shall
not be deemed to be nor construed as furthering or continuing
waiver of any such condition, or of the breach of any other
provision, term or covenant of this Agreement.

          SECTION 9.07.  Section and Paragraph Headings.  The
section and paragraph headings in this Agreement are for
reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

          SECTION 9.08.  Counterparts.  This Agreement may be
executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute the same instrument.

          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.

                              METRIS COMPANIES INC.,


                              By
                              Name:
                              Title:

                              FINGERHUT COMPANIES, INC.,


                              By
                              Name:
                              Title: