AMENDMENT NO. 4 TO THE
                      TRANSFER AND ADMINISTRATION AGREEMENT


         This  AMENDMENT  NO. 4, dated  October  22,  1998 to the  TRANSFER  AND
ADMINISTRATION  AGREEMENT,  dated  October  23,  1997,  (as  amended,  modified,
supplemented,  restated, or replaced from time to time, the "Agreement"), by and
among  METRIS  FUNDING  CO.,  a Delaware  corporation,  as  transferor  (in such
capacity,  the  "Transferor"),  DIRECT  MERCHANTS  CREDIT  CARD  BANK,  NATIONAL
ASSOCIATION,  a national banking association ("DMCCB"),  as collection agent (in
such  capacity,  the  "Collection  Agent"),  KITTY HAWK FUNDING  CORPORATION,  a
Delaware corporation (the "Company"), and NATIONSBANK,  N.A., a national banking
association ("NationsBank"), as agent for the Company and the Bank Investors (in
such capacity, the "Agent") and as a Bank Investor.

                             PRELIMINARY STATEMENTS

          WHEREAS,  the parties  hereto have entered into the Agreement  whereby
the  Transferor  may convey,  transfer,  and assign from time to time  undivided
interests  in certain  accounts  receivable,  and the Company  may, and the Bank
Investors, if requested,  shall accept such conveyance,  transfer and assignment
of such undivided percentage  interests,  subject to the terms and conditions of
the Agreement and

         WHEREAS, the parties to the Agreement desire to make certain amendments
to the Agreement.

         NOW, THEREFORE, the parties hereby agree as follows::

                                   ARTICLE I

                                   DEFINITIONS

SECTION 1.1        Defined Terms

         As used in this Amendment,  all capitalized terms not otherwise defined
herein shall have the meanings assigned such terms in the Agreement.


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                                   ARTICLE II

                                 THE AMENDMENTS

SECTION 2.1       Amendment to Certain Defined Terms.

         The  definition of  "Commitment  Termination  Date" is to be amended as
follows and the effective date of such amendment shall be October 22, 1998:
         The date  October 22, 1998 in the  definition  "Commitment  Termination
Date" shall be replaced by October 21, 1999.

                                   ARTICLE III

                                  MISCELLANEOUS

SECTION 3.1       Representations and Warranties.

         The  Transferor  hereby  makes  to the  Company,  on and as of the date
hereof,  all of the  representations  and warranties set forth in Section 3.1 of
the Agreement.
         The Collection Agent hereby makes to the Company, on and as of the date
hereof, all of the  representations and warranties set for in Section 3.3 of the
Agreement

SECTION 3.2        Severability; Counterparts.

         This  amendment  to the  Agreement  may be  executed  in any  number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original  and all of which when
taken together shall  constitute one and the same  Agreement.  Any provisions of
this  amendment to the Agreement  which are prohibited or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.


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SECTION 3.3       Ratification.

         Except as expressly affected by the provisions hereof, the Agreement as
amended by this  Amendment  shall remain in full force and effect in  accordance
with its terms and ratified and  confirmed by the parties  hereto.  On and after
the  date  hereof,   each  reference  in  the  Agreement  to  "this  Agreement",
"hereunder",  "herein" or words of like import  shall mean and be a reference to
the Agreement as amended by this Amendment.

SECTION 3.4       Captions.

         The captions in the Amendment are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.


         THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK






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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment  No. 4 to the  Transfer  and  Administration  Agreement as of the date
first written above.


                                             KITTY HAWK FUNDING CORPORATION,
                                                     as Company
                                             By:/s/ Richard L. Taiano
                                                  Name: Richard L. Taiano
                                                  Title:Vice President

                                             METRIS FUNDING CO.,
                                                     as Transferor
                                             By: /s/ Paul Runice
                                                Name: Paul Runice
                                                Title:Vice President & Treasurer

                                             DIRECT MERCHANTS CREDIT CARD BANK,
                                             NATIONAL ASSOCIATION
                                                     as Collection Agent
                                             By:/s/ Paul Runice
                                                  Name: Paul Runice
                                                  Title: Treasurer & Cashier

                                             NATIONSBANK, N.A.
                                                     as a Bank Investor
                                             By: /s/ Robert R. Wood
                                                  Name: Robert R. Wood
                                                  Title: Vice President

                                             NATIONSBANK, N.A.
                                                     as Agent
                                             By:/s/ Robert R. Wood
                                                  Name: Robert R. Wood
                                                  Title: Vice President