<PAGE>
                                                                  EXHIBIT 10.2
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                        AMENDED AND RESTATED CREDIT CARD
                        RECEIVABLES PURCHASE AGREEMENT 
                           ___________________________
                                      among
                                HURLEY STATE BANK,
                                    as Seller,
                           SPS PAYMENT SYSTEMS, INC.,
                                 as Servicer,
                         DEAN WITTER, DISCOVER & CO.,
                            as Limited Guarantor,
                          BARTON CAPITAL CORPORATION,
                                as Purchaser,
                                    and
                               SOCIETE GENERALE,
                                  as Agent
                             _______________________
                           dated as of April 15, 1997

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                                 TABLE OF CONTENTS
ARTICLE I DEFINITIONS                                                        1
  Section 1.1 Definition                                                     1
ARTICLE II PURCHASE AND SALE OF PURCHASED INTEREST                           2
  Section 2.1 Purchase and Sale of Purchased Interest                        2
  Section 2.2 Issuance of Barton Certificate; Payment of Original Certificate 
  Amount                                                                     2
  Section 2.3 Voluntary Termination of Commitment or Reduction of Program     
  Amount; Increase in Program Amount                                         2
  Section 2.4 Increase of Certificate Amount                                 3
  Section 2.5 Additional Accounts                                            3
  Section 2.6 Removal of Accounts; Removal of Inactive Accounts              5
  Section 2.7 Special Removal of Accounts                                    6
  Section 2.8 Commercial Paper                                               7
  Section 2.9 Clean-Up Option                                                7
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS                        8
  Section 3.1 Representations and Warranties of HSB, the Servicer and the   
  Limited Guarantor                                                          8
  Section 3.2 Representations, Warranties and Covenants Concerning the 
  Receivables and the Accounts                                              11
  Section 3.3 Transfer of Purchased Interest; Transfer of Ineligible   
  Receivables                                                               12
  Section 3.4 Covenants of HSB                                              14
  Section 3.5 Covenants of the Servicer                                     16
  Section 3.6 Covenants of the Limited Guarantor                            18
ARTICLE IV ADMINISTRATION, COLLECTIONS AND OTHER OBLIGATIONS                19
  Section 4.1 Designation of Servicer; Compensation of Servicer             19
  Section 4.2 Duties of Servicer                                            19
  Section 4.3 Establishment of Accounts                                     20
  Section 4.4 Allocations of Collections                                    21
  Section 4.5 Determination Date Statement                                  22
  Section 4.6 Purchased Percentage of Finance Charge Collections            22
  Section 4.7 Purchased Percentage of Principal Collections                 24
  Section 4.8 Termination                                                   24
  Section 4.9 Remittances to the Company                                    25
  Section 4.10 Other Rights of the Agent                                    25
  Section 4.11 Adjustments for Reversals                                    26
  Section 4.12 Annual Accountants Report                                    26
  Section 4.13 Annual Statement as to Compliance                            26
ARTICLE V MERGER AND CONSOLIDATION                                          26
  Section 5.1 Merger or Consolidation of HSB, SPS or Limited Guarantor      26
ARTICLE VI TERMINATION EVENTS; SERVICING TRANSFER EVENTS                    27
  Section 6.1 Termination Events                                            27
  Section 6.2 Remedies                                                      28
  Section 6.3 Successor Servicer                                            29
  Section 6.4 Agent to Act; Appointment of Successor                        30
  Section 6.5 Monitoring                                                    31

ARTICLE VII INDEMNIFICATION                                                 31
  Section 7.1 Indemnification                                               31
  Section 7.2 Yield Protection                                              32
  Section 7.3 Withholding Taxes                                             34
ARTICLE VIII CONDITIONS OF PURCHASE                                         35
  Section 8.1 Conditions Precedent                                          35
  Section 8.2 Conditions Precedent to Effectiveness, Additional Accounts,    
  Removed Accounts and Maintenance of Net Certificate Amount                36
ARTICLE IX THE LIMITED GUARANTEE                                            36
  Section 9.1 Limited Guarantee                                             36
ARTICLE X  THE AGENT                                                        38
  Section 10.1 Authorization and Action                                     38
  Section 10.2 Agent's Reliance, Etc                                        38
  Section 10.3 Agent and Affiliates                                         38
ARTICLE XI ASSIGNMENT OF PURCHASED INTEREST                                 38
  Section 11.1 Restrictions on Assignments                                  38
  Section 11.2 Rights of Assignee                                           39
  Section 11.3 Evidence of Assignment; Endorsement on Barton Certificate    39
  Section 11.4 Rights of the Banks and Collateral Agent                     39
ARTICLE XII MISCELLANEOUS                                                   39
  Section 12.1 Notices, etc                                                 39
  Section 12.2 Successors and Assigns                                       41
  Section 12.3 Severability Clause                                          41
  Section 12.4 Amendments; Governing Law                                    42
  Section 12.5 HSB's Obligations                                            42
  Section 12.6 No Bankruptcy Petition Against the Company                   42
  Section 12.7 Setoff                                                       42
  Section 12.8 No Recourse                                                  42
  Section 12.9 Costs and Expenses                                           42
  Section 12.10 No Waiver; Remedies                                         42
  Section 12.11 Further Assurances                                          43
  Section 12.12 Confidentiality                                             43
  Section 12.13 Company's Purchase Decision                                 43
  Section 12.14 Rating Agency Notices                                       44
  Section 12.15 Counterparts                                                44
  Section 12.16 Headings                                                    44
APPENDIX A
  DEFINITIONS                                                              A-1


                                     SCHEDULES

Schedule I                Annual Receivables Information
Schedule II               Annual Accountants Report
Schedule III              Confidentiality Contact List
Schedule IV               Concentration Percentages
Schedule V                Locations of Records


                                     EXHIBITS

Exhibit A                 Form of Barton Certificate (existing)
Exhibit B                 Form of Supplemental Conveyance
Exhibit C                 Form of Reassignment
Exhibit D                 Form of Inactive Account Reassignment
Exhibit E                 Form of Special Reassignment
Exhibit F                 Account Schedule
Exhibit G                 Opinion of In-house counsel 
Exhibit H                 Opinion of Faegre & Benson LLP -- RE:  Perfection
                           in Cash Collateral Account
Exhibit I                 [reserved]
Exhibit J                 Form of Assignment
Exhibit K                 Form of Credit Card Agreement
Exhibit L                 Form of Determination Date Statement
Exhibit M                 Form of Merchant Agreement
Exhibit N                 Form of Certificate of Hurley State Bank



                  AMENDED AND RESTATED CREDIT CARD RECEIVABLES
                               PURCHASE AGREEMENT
  AMENDED AND RESTATED CREDIT CARD RECEIVABLES PURCHASE AGREEMENT (as amended 
or supplemented from time to time, this "Agreement"), dated as of April 15, 
1997, among BARTON CAPITAL CORPORATION, a Delaware corporation (together with 
its successors and assigns, the "Company"), SOCIETE GENERALE, a French banking 
corporation ("Societe Generale"), as agent for the Company (in such capacity, 
the "Agent"), HURLEY STATE BANK, a South Dakota bank (together with its 
successors and assigns, "HSB"), DEAN WITTER, DISCOVER & CO., a Delaware 
corporation, as limited guarantor (together with its successors and assigns, 
the "Limited Guarantor"), and SPS PAYMENT SYSTEMS, INC., a Delaware corporation 
("SPS"), as servicer (together with its successors and assigns, the 
"Servicer").
                        WITNESSETH:
  WHEREAS, the parties hereto are party to a Credit Card Receivables Purchase 
Agreement dated as of December 30, 1992, as heretofore amended, which the 
parties now desire herewith to amend and restate in its entirety pursuant to 
the terms and subject to the conditions hereinafter set forth;
  WHEREAS, subject to the terms and conditions of this Agreement, HSB desires 
to continue to transfer and assign to the Company, and the Company desires to 
acquire from HSB, a fractional undivided interest in all of HSB's right, title 
and interest in, to and under the Receivables (as hereinafter defined) now 
existing or hereafter created and certain related property;
  WHEREAS, the Company's interest in the Receivables is evidenced by a 
certificate (the "Barton Certificate") representing an interest in the 
Receivables now existing and hereafter created in the Accounts (as hereinafter 
defined) set forth on the Account Schedule (as hereinafter defined), 
substantially in the form set forth in Exhibit A hereto;
  WHEREAS, subject to the terms and conditions of this Agreement, HSB has sold 
such Barton Certificate to the Company;
  WHEREAS, the Company has requested SPS to undertake the collection and 
servicing responsibilities in respect of its interest in the Receivables; and
   WHEREAS, Societe Generale has been requested, and is willing, to continue to 
act as the Agent for the Company.
  NOW, THEREFORE, in consideration of the foregoing and other good and valuable 
consideration, the receipt and sufficiency of which is hereby acknowledged, the 
parties hereto agree as follows:
                                     ARTICLE I
                                    DEFINITIONS
  Section 1.1  Definitions.
  (a)  For all purposes of this Agreement, except as otherwise expressly 
provided herein or unless the context otherwise requires, capitalized terms not 
otherwise defined herein shall have the meanings specified in Appendix A.  All 
other capitalized terms used herein shall have the meanings specified herein.
  (b)  As used in this Agreement and in any certificate or other document made 
or delivered pursuant hereto or thereto, accounting terms not defined in 
Appendix A, and accounting terms partly defined in Appendix A, to the extent 
not defined, shall have the respective meanings given to them under generally 
accepted accounting principles.  To the extent that the definitions of 
accounting terms herein are inconsistent with the meanings of such terms under 
generally accepted accounting principles, the definitions contained herein 
shall control.
  (c)  The words "hereof", "herein" and "hereunder" and words of similar import 
when used in this Agreement shall refer to this Agreement as a whole and not to 
any particular provision of this Agreement; and Section, subsection, clause, 
Schedule and Exhibit references contained in this Agreement are references to 
Sections, subsections, clauses, Schedules and Exhibits in or to this Agreement 
unless otherwise specified.
                                  ARTICLE II
                      PURCHASE AND SALE OF PURCHASED INTEREST
  Section 2.1  Purchase and Sale of Purchased Interest.  By execution of this 
Agreement, HSB does hereby assign, transfer and convey to the Company, and the 
Company does hereby purchase and accept, without recourse, a fractional 
undivided interest in all of its right, title and interest in, to and under (i) 
all Receivables now existing or hereafter created and arising under Accounts, 
(ii) all now existing or hereafter arising instruments, documents, agreements, 
books and records relating to the foregoing (including, without limitation, 
computer tapes and disks on which data relating to the Transferred Property is 
stored, but excluding computer hardware and proprietary or licensed software), 
(iii) all Merchant Fees remitted by the Seller to the Collection Account, (iv) 
all Recoveries, (v) all monies due or to become due with respect to the 
foregoing and (vi) all proceeds (as defined in Section 9-306 of the Uniform 
Commercial Code) of the foregoing (the "Transferred Property").
  The foregoing conveyance constitutes a purchase and assumption of the 
Transferred Property only and does not constitute an assumption by the Company 
of any obligations of HSB, the Servicer or any other Person in connection with 
the Accounts, the Receivables or under any agreement or instrument relating 
thereto, including, without limitation, any obligation to any Obligor.  In the 
event such assignment, transfer and conveyance is not deemed to be a sale of 
the Transferred Property by HSB to the Company, HSB hereby grants to the Agent 
for the benefit of the Company a security interest in the Transferred Property. 
HSB hereby further grants to the Agent for the benefit of the Company  a 
security interest in the Cash Collateral Account and any amounts on deposit 
therein.  This Agreement shall be deemed to constitute a security agreement (as 
defined in Section 9-105(1)(1) of the Uniform Commercial Code).
  Section 2.2  Issuance of Barton Certificate; Payment of Original Certificate 
Amount.  In consideration of the payment of the Original Certificate Amount, 
the receipt of which is hereby acknowledged, HSB has issued to the Company, 
without recourse, except to the extent expressly specified herein, the Barton 
Certificate in the form of Exhibit A.
  Section 2.3  Voluntary Termination of Commitment or Reduction of Program 
Amount; Increase in Program Amount.
  (a)  HSB may, upon at least thirty Business Days' notice to the Agent, 
terminate the Commitment in whole or reduce in part the Program Amount; 
provided, however, that (i) each partial reduction shall be in an amount equal 
to $5,000,000 and in integral multiples of $1,000,000 thereafter, unless such 
partial reduction is in connection with a removal under Section 2.7, in which 
case there shall be no minimum amount, and (ii) after giving effect to such 
reduction, the remaining Program Amount shall not be less than the lesser of 
(x) $100,000,000 and (y) the Net Certificate Amount.
  (b)  The Program Amount may be increased from time to time, by written notice 
of request given by HSB to the Agent at least twenty Business Days before the 
requested effective date of such requested increase, and by written notice of 
acceptance given by the Company and the Agent not later than five Business Days 
prior to such requested effective date.  The Agent shall notify the Rating 
Agencies of any request to increase the Program Amount and the Agent and the 
Company shall not agree to any such increase unless the Rating Agencies shall 
have notified the Agent in writing that such increase will not result in a 
reduction or withdrawal of its rating of the Commercial Paper.
  Section 2.4  Increase of Certificate Amount.  Subject to the conditions set 
forth in Section 8.2, and, in the case of Additional Accounts, Section 2.5, 
upon the request of HSB, the Company shall acquire on any Business Day prior to 
the Termination Date a fractional undivided ownership interest in the 
Receivables existing in Accounts in a specified amount (the "Additional 
Certificate Amount") that is in addition to the then outstanding Certificate 
Amount; provided, that after giving effect to such acquisition, (a) the 
Purchased Interest shall not exceed 95%, (b) the Certificate Amount shall not 
exceed the Program Amount and (c) the Cash Collateral Account shall be Fully 
Funded.  The Company shall make a payment to HSB in immediately available funds 
equal to such Additional Certificate Amount on the date of such acquisition. 
Each such acquisition shall be made upon at least three Business Days' prior 
written notice from HSB to the Agent.  Any Additional Certificate Amount shall 
be reflected in the grid attached to the Barton Certificate or otherwise in the 
Company's records. The increase in the Certificate Amount resulting from the 
Additional Certificate Amount shall be deemed effective at the close of 
business on the immediately preceding Collection Period End Date.
  Section 2.5  Additional Accounts.
  (a)  From time to time prior to the Termination Date, the Company and the 
Agent agree that, subject to the conditions set forth in Section 2.5(b) and the 
limitation contained in Section 2.5(c), HSB may designate additional revolving 
credit accounts to be included as Accounts hereunder the Receivables of which 
shall be subject to the Purchased Interest ("Additional Accounts") as of the 
close of business on any Collection Period End Date (the "Additional Cut-Off 
Date").
  (b)  HSB and the Agent agree that any such designation pursuant to subsection 
(a) of Additional Accounts shall be subject to the satisfaction of the 
following conditions:
    (i)  On or before the seventh Business Day prior to the date of transfer 
(the "Addition Date") or, if the Seller Amount on any Collection Period End 
Date, as calculated on the fifth Business Day after such Collection Period End 
Date is less than 5% of the Receivables Balance, on or before the Business Day 
prior to the Addition Date (which Addition Date shall be the second Business 
Day after the date of such calculation), HSB shall give the Company and the 
Agent written notice that Additional Accounts will be included as Accounts and 
specifying (A) the estimated aggregate balance of the Principal Receivables 
that are Eligible Receivables as of the Additional Cut-Off Date in such 
Additional Accounts (which shall be definitively updated on or before the 
Addition Date), (B) the Merchants with respect to such Additional Accounts and 
(C) the most recently available historical information with respect to all 
individual revolving credit accounts maintained by HSB pursuant to the Merchant 
Agreements to which each of such Merchants is a party, presented separately for 
each Merchant.  The Agent shall provide such information with respect to such 
Additional Accounts to the Rating Agencies;
    (ii)  In connection with the addition of such Additional Accounts, the  
Agent shall not have notified HSB in writing on or before the third Business 
Day after the Agent's receipt of the notice described in clause (i) above, 
that, in the reasonable determination of the Agent (accompanied by a 
calculation set forth in writing in reasonable detail and on the basis of the 
historical information provided by HSB pursuant to such clause (i) above), such 
addition would have a material adverse effect on the Portfolio Yield or the 
Delinquency Ratio;
    (iii)  Either (A) each Rating Agency shall have notified the Agent in 
writing that the addition of such Additional Accounts will not result in a 
reduction or withdrawal of its rating of the Commercial Paper or (B) if (I) as 
of the last day of the immediately preceding calendar year, the number of 
Accounts designated as Additional Accounts pursuant to this Section 2.5 with 
respect to such calendar year or the amount of Principal Receivables in such 
Accounts, as applicable, as of the Additional Cut-Off Date with respect to each 
such Additional Account, is less than a number equal to 20% of the number of 
Accounts or the Receivables Balance, as applicable, in each case as of the 
first day of such calendar year; and, as of the last day of the immediately 
preceding three calendar month period, the number of Accounts designated as 
Additional Accounts pursuant to this Section 2.5 with respect to such three 
month period, or the amount of Principal Receivables in such Accounts, as 
applicable, as of the Addition Date with respect to each such Additional 
Account, is less than a number equal to 15% of the number of Accounts or the 
Receivables Balance, as applicable, in each case as of the first day of such 
three month period, and (II) the Merchants with respect to the Additional 
Accounts are Merchants which have been reviewed by the Rating Agencies in 
connection with the Agreement, each Rating Agency will receive prior notice of 
the addition of such Additional Accounts (together with the names of the 
Merchants related to such Additional Accounts), but will not be required to 
affirm its rating of the Commercial Paper; provided, that in connection with an 
addition of Accounts because the Seller Amount is less than 5% of the 
Receivables Balance, such Rating Agency confirmation shall not be required;
    (iv)  If the Agent does not provide the notice as described in clause (ii) 
above, HSB shall randomly select from Accounts generated with respect to the 
proposed Merchants, Eligible Additional Accounts having Principal Receivables 
that are Eligible Receivables with an aggregate unpaid balance as of such 
Additional Cut-Off Date substantially similar to that notified to the Agent 
pursuant to the parenthetical to Section 2.5(b)(i)(A).
    (v)  The aggregate balance of the Principal Receivables in the Additional 
Accounts as of the Additional Cut-Off Date shall not be less than $100,000;
    (vi)  Each Additional Account shall be an Eligible Additional Account;
    (vii)  HSB shall have remitted to the Servicer all Collections with respect 
to such Additional Accounts since the Additional Cut-Off Date;
    (viii)  On or prior to the Addition Date, HSB, the Agent and the Company 
shall have executed a supplemental conveyance in substantially the form of 
Exhibit B (the "Supplemental Conveyance"), provided that it shall be understood 
that the microfiche attached to Exhibit B may be delivered within five Business 
Days of such Addition Date;
    (ix)  The conditions precedent set forth in Section 8.2 shall have been 
satisfied;
    (x)  On or prior to the Addition Date, HSB shall have executed and filed 
any and all amendments to the UCC financing statements previously filed as the 
Agent may reasonably request; 
    (xi)  In connection with any addition of Accounts requiring the approval of 
the Rating Agencies, HSB shall have delivered to the Agent, on or before the 
seventh Business Day preceding the related Addition Date, the information 
required by the Rating Agencies; and
    (xii)  In connection with any addition of Accounts not requiring the 
approval of the Rating Agencies, HSB shall have delivered to the Agent on or 
before the seventh Business Day preceding the related Addition Date, a 
calculation demonstrating compliance with Section 2.5(b)(iii)(B) as well as a 
schedule demonstrating continued compliance with the Concentration Limit.
  (c)  HSB hereby agrees that, if at any time the rating of the long-term 
unsecured debt of UAL Corporation is reduced (but only for so long as any such 
rating shall be so reduced) to below BB by S&P or Ba2 by Moody's, thereafter, 
it shall not designate as Additional Accounts pursuant to Section 2.5(a) 
Accounts with respect to which UAL Corporation is the Merchant.  HSB hereby 
further agrees that, if at any time the rating of the long-term unsecured debt 
of AMR Corp. is reduced (but only for so long as any such rating shall be so 
reduced) to below BB by S&P or Ba2 by Moody's, thereafter, it shall not 
designate as Additional Accounts pursuant to Section 2.5(a) Accounts with 
respect to which American Airlines, Inc. is the Merchant.
  Section 2.6  Removal of Accounts; Removal of Inactive Accounts.
  (a)  Subject to the conditions set forth in Section 2.6(b) below, HSB may, 
but shall not be obligated to, designate from time to time prior to the 
Termination Date, certain Accounts for removal from the definition of Account 
and for reassignment of the Purchased Interest in the Receivables existing 
thereunder ("Removed Accounts") as of the close of business on the Collection 
Period End Date (the "Removal Date").
  (b)  HSB shall be permitted to designate and remove Accounts and require the 
reassignment to it of the Purchased Interest in Receivables existing thereunder 
pursuant to subsection (a) only upon satisfaction of the following conditions:
    (i)  On or before the seventh Business Day prior to the Removal Date (the 
"Removal Notice Date"), HSB shall have given the Company and the Agent written 
notice that the Purchased Interest in such Receivables and Removed Accounts is 
to be reassigned to HSB on the specified Removal Date and on or before the 
Removal Date HSB shall have specified the aggregate balance of the Principal 
Receivables as of the Removal Date in such Removed Accounts, stated separately 
by Merchant.  The Agent shall provide such information with respect to such 
Removed Accounts to the Rating Agencies;
    (ii)  In connection with the removal of such Removed Accounts, the Agent 
shall not have notified HSB in writing on or before the third Business Day of 
the Agent's receipt of the notice described in clause (i) above, that, in the 
reasonable determination of the Agent (accompanied by a calculation set forth 
in writing in reasonable detail), (A) such removal would have a material 
adverse effect on the Portfolio Yield or the Delinquency Ratio or (B) cause a 
Termination Event to occur;
    (iii)  Each Rating Agency shall have notified the Agent in writing that the 
removal of such Removed Accounts will not result in a reduction or withdrawal 
of its rating of the Commercial Paper;
    (iv)[reserved];
    (v)The aggregate balance of the Principal Receivables in the Removed 
Accounts shall not be less than $100,000 as of the Removal Date;
    (vi)  After giving effect to the removal of the Removed Accounts on the 
Removal Date, the Seller Amount shall neither be less than $5,000,000 nor less 
than 5% of the Receivables Balance;
    (vii)  The conditions precedent set forth in Section 8.2 shall have been 
satisfied; and
    (viii)  On or prior to the Removal Date, HSB shall have delivered to the 
Company for execution a written assignment in substantially the form of Exhibit 
C (the "Reassignment"); provided that it shall be understood that the 
microfiche attached to Exhibit C may be delivered within five Business Days of 
such Removal Date.
  Upon satisfaction of the above conditions, the Company shall execute and 
deliver the Reassignment to HSB, and the Purchased Interest shall no longer 
include an interest in such Receivables existing in the Removed Accounts and 
such Removed Accounts shall no longer be included in the definition of Account.
  (c)  Notwithstanding the provisions of paragraphs (a) and (b) above and 
Section 2.7, HSB may designate from time to time at any time prior to the 
Termination Date any Inactive Account for removal from the definition of 
Accounts and reassignment to it of the Purchased Interest in the Receivables 
existing thereunder.  HSB shall notify the Company and the Agent in writing of 
any such removal and shall deliver to the Company for execution a written 
assignment in substantially the form of Exhibit D (the "Inactive Account 
Reassignment") with respect to any such Inactive Account.  The Company shall 
execute and deliver the Inactive Account Reassignment to HSB, and the Purchased 
Interest shall no longer include the Receivables existing under such Inactive 
Account and such Inactive Account shall be deleted from the definition of 
Account.
  Section 2.7  Special Removal of Accounts.
  (a)  If at any time a Merchant notifies HSB of its intention to purchase all 
or any substantial portion of the Receivables outstanding under the Merchant 
Agreement to which such Merchant is a party, subject to the conditions set 
forth below, HSB shall designate the Accounts with respect to such Merchant for 
removal of the Purchased Interest in the Receivables existing thereunder and 
removal of such Accounts from the definition of Account (the "Removed Merchant 
Accounts") on any Business Day (the "Special Removal Date").
  (b)  HSB shall be permitted to remove Removed Merchant Accounts pursuant to 
subsection (a) and remove the Purchased Interest in the Receivables existing 
thereunder only upon satisfaction of the following conditions:
    (i)  At least forty-five days prior to the Special Removal Date (the 
"Special Removal Notice Date"), HSB shall have given the Company and the Agent 
written notice that the Purchased Interest in such Receivables and Removed 
Merchant Accounts is to be reassigned to HSB and on or before the Business Day 
preceding the Special Removal Date HSB shall have specified the aggregate 
balance of the Principal Receivables in such Removed Merchant Accounts as of 
the Special Removal Date based on a cut-off date five Business Days preceding 
such Special Removal Date.  The Agent shall provide such information with 
respect to such Removed Merchant Accounts to the Rating Agencies;
    (ii)  If the removal of the Receivables in the Removed Merchant Accounts 
would cause the Seller Amount to be less than 5% of the Receivables Balance on 
the Special Removal Date, after giving effect to the addition of Eligible 
Receivables in Additional Accounts pursuant to Section 2.5 on or prior to such 
date, HSB shall, on the Special Removal Date, remit an amount equal to the 
amount by which such reduced Seller Amount would be less than 5% of the 
Receivables Balance to the Servicer; and
    (iii)  On or prior to the Special Removal Date, HSB shall have delivered to 
the Company for execution a written assignment in substantially the form of 
Exhibit E (the "Special Reassignment"); provided that it shall be understood 
that the microfiche attached to Exhibit E may be delivered within five Business 
Days of such Special Removal Date.
  Upon satisfaction of the above conditions, the Company shall execute and 
deliver the Special Reassignment with respect to the Removed Merchant Accounts 
to HSB, and the Purchased Interest shall no longer include an interest in such 
Receivables and Removed Merchant Accounts.  Any remittance by HSB to the 
Servicer as provided in clause (ii) above shall be considered Principal 
Collections and shall be applied, prior to the Termination Date, in accordance 
with Section 4.7(a)(ii) and, on and after the Termination Date, in accordance 
with Section 4.7(b).
  Section 2.8  Commercial Paper.  The Agent shall select the term of the 
Commercial Paper from time to time in its discretion, after consultation with 
HSB; provided, however, that the Agent shall use reasonable efforts, taking 
into account market conditions, to accommodate HSB's preferences.
  Section 2.9  Clean-Up Option.
  (a)  On any Remittance Date on or after any date on which the aggregate 
balance of the Purchased Percentage of Receivables is equal to or less than 5% 
of the highest Program Amount, HSB shall have the right to repurchase the 
Purchased Interest in the Transferred Property.  HSB shall give the Agent and 
the Company at least five Business Days' prior written notice of such 
repurchase.  In lieu of the remittances otherwise to be made pursuant to 
Sections 4.6 and 4.7 on the Remittance Date on which the repurchase is 
scheduled to be made, HSB shall, on such Remittance Date, make available for 
distribution by the Servicer pursuant to Sections 4.6 and 4.7 an amount equal 
to (i) the Net Certificate Amount on such date, plus (ii) an amount equal to 
all interest accrued but unpaid on the Barton Certificate at the 
Certificateholder's Interest Rate to such Remittance Date plus (iii) an amount 
equal to the sum of (A) the amount of the Company's existing obligations which 
comprise Carrying Costs but which have not yet accrued, been reserved for or 
paid, including the Interest Component on all outstanding Commercial Paper used 
to fund the Purchased Interest that will not mature on or prior to such 
Remittance Date but that will accrue in the future, but excluding the amount of 
any Program Fee or Commitment Fee which has not yet accrued and (B) the amount 
of the Purchased Percentage of the Servicing Fee payable pursuant to Section 
4.1(c) on such Remittance Date.  Such payment of the repurchase price 
(excluding the amount described in clause (B) above) shall be considered a 
payment in full of the entire amount, if any, to be distributed to the holder 
of the Barton Certificate.
  (b)  On the Remittance Date on which the amount described in Section 2.9(a) 
above (less the amount described in clause (B) thereof) has been paid to the 
Company by the Servicer, the Company shall automatically and without further 
action be deemed to transfer, assign, set-over and otherwise convey to HSB, 
without recourse, representation or warranty, other than a representation by 
the Company that it has not created any liens or similar encumbrances on the 
Transferred Property which have not been released, all the right, title and 
interest of the Company in and to the Transferred Property and shall return to 
HSB the Barton Certificate for cancellation.  The Company shall execute such 
documents and instruments of transfer or assignment and take such other actions 
as shall reasonably be requested by HSB to effect the conveyance of the 
Purchased Interest in the Transferred Property pursuant to this Section 2.9(b).
  (c)  The Agent, on behalf of the Company, shall invest any amounts received 
from HSB pursuant to Section 2.9(a) with respect to outstanding Commercial 
Paper which has not yet matured and Carrying Costs which have not yet accrued 
in Permitted Investments.  If the Agent receives any such amounts by 10:00 
a.m., New York City time, on the Remittance Date, the Agent shall invest such 
amounts in Permitted Investments described in clause (ii) of the definition 
thereof maturing, in each case, no later than the date on which such Commercial 
Paper matures or such Carrying Costs are payable by the Company, as the case 
may be.  If the Agent receives any such amounts after 10:00 a.m., New York City 
time, on the Remittance Date, the Agent shall invest such amounts in Permitted 
Investments described in clause (iii) thereof until the next Business Day and, 
thereafter, shall invest such amounts in Permitted Investments described in 
clause (ii) of the definition thereof maturing, in each case, no later than the 
date on which such Commercial Paper matures or such Carrying Costs are payable 
by the Company, as the case may be.  Within two Business Days of the payment by 
the Company of any Commercial Paper or Carrying Costs, as the case may be, the 
Agent shall remit to HSB the investment income on the amount paid by the 
Company.
                                   ARTICLE III
                     REPRESENTATIONS, WARRANTIES AND COVENANTS
  Section 3.1  Representations and Warranties of HSB, the Servicer and the 
Limited Guarantor.  Each of HSB, the Servicer and the Limited Guarantor 
represents and warrants, but in each case solely as to itself, to the Company 
and the Agent that:
  (a)  In the case of the Servicer and the Limited Guarantor, it has been duly 
organized and is validly existing as a corporation in good standing under the 
laws of the jurisdiction of its incorporation and, in the case of HSB, it is a 
banking corporation duly organized and existing and is authorized to transact 
banking business under the laws of the State of South Dakota and, in each case, 
is duly qualified to do business, and is in good standing as a foreign 
corporation, and has obtained all necessary licenses and approvals, in each 
jurisdiction in which the conduct of its business requires such qualification, 
licenses and approvals, except where the failure to so qualify or obtain 
licenses or approvals would not have a material adverse effect on its ability 
to perform its obligations under this Agreement.
  (b)  It has full corporate power and authority to own its properties and to 
conduct its business as presently conducted, and to execute, deliver and 
perform its obligations under this Agreement and to consummate the transactions 
contemplated hereby, including, without limitation, in the case of HSB, to 
issue the Barton Certificate.
  (c)  The execution, delivery and performance by it of this Agreement, the 
issuance of the Barton Certificate by HSB and the consummation of the 
transactions contemplated hereby have been, and, as of each Addition Date, the 
execution, delivery and performance by HSB of the related Supplemental 
Conveyance will have been, duly and validly authorized by all requisite 
corporate action and will not conflict with or result in a breach of any of the 
material terms or provisions of, or constitute (with or without notice or lapse 
of time or both) a default under, or result in the creation or imposition of 
any Lien upon any of its property or assets pursuant to the terms of, any 
material indenture, mortgage, deed of trust, loan agreement, receivables 
purchase agreement or other agreement or instrument by which it is bound or to 
which it is a party or any of its property or assets is subject, nor will such 
action result in any violation of any Requirement of Law applicable to it; no 
consent, approval, authorization, order, registration, filing, qualification, 
license, notice or permit of, to or with any Governmental Authority is required 
to be obtained by or with respect to it in connection with the execution, 
delivery and performance by it of this Agreement and the consummation of the 
transactions contemplated hereby, including the issuance by HSB of the Barton 
Certificate; and, as of each Addition Date, no consent, approval, 
authorization, order, registration, filing, qualification, license, notice or 
permit of, to or with any Governmental Authority is required to be obtained by 
or with respect to it in connection with the execution, delivery and 
performance by HSB of the related Supplemental Conveyance and the consummation 
of the transactions contemplated thereby.
  (d)  This Agreement has been duly and validly executed and delivered by it 
and constitutes its valid and legally binding obligation, enforceable against 
it in accordance with its terms, subject to applicable bankruptcy, 
reorganization, insolvency, moratorium or other laws affecting creditors' 
rights generally (including creditors of South Dakota state banks), and subject 
as to enforceability to general principles of equity (regardless of whether 
enforcement is sought in a proceeding in equity or at law).
  (e)  The Barton Certificate has been duly and validly authorized, executed 
and delivered by HSB in accordance with the terms hereof, and is validly issued 
and outstanding, enforceable against HSB by the holder thereof in accordance 
with its terms, subject to applicable bankruptcy, reorganization, insolvency, 
moratorium or other laws affecting creditors' rights generally (including 
creditors of South Dakota state banks), and subject as to enforceability to 
general principles of equity (regardless of whether enforcement is sought in a 
proceeding in equity or at law).
  (f)  As of each Addition Date, the related Supplemental Conveyance will have 
been duly and validly authorized, executed and delivered by HSB and will 
constitute the valid and legally binding obligation of HSB, enforceable against 
HSB in accordance with its terms, subject to applicable bankruptcy, 
reorganization, insolvency, moratorium or other laws affecting creditors' 
rights generally, and subject as to enforceability to general principals of 
equity (regardless of whether enforcement is sought in a proceeding in equity 
or law).
  (g)  There are no actions, proceedings or investigations pending or, to the 
best of its knowledge, threatened, before any court, administrative agency or 
other tribunal (i) which, in its good faith judgment, is reasonably likely to 
have a material adverse effect on its business, operations, properties, assets 
or financial condition, (ii) asserting the invalidity of this Agreement, the 
Barton Certificate or, as of each Addition Date, the related Supplemental 
Conveyance, (iii) questioning the consummation by it of any of the transactions 
contemplated by this Agreement or the Barton Certificate, or (iv) which is 
reasonably likely to have a material adverse effect on its ability to perform 
its obligations under, or the validity or enforceability of, this Agreement, 
the Barton Certificate or the Accounts.
  (h)  It is not in default in the due performance or observance of any 
material term, covenant or condition contained in any indenture, mortgage, deed 
of trust, loan agreement, receivables purchase agreement or other agreement or 
instrument by which it is bound or to which it is party or any of its property 
or assets is subject, the effect of which default would be reasonably likely to 
have a material adverse effect on its business, operations, properties, assets 
or financial condition taken as a whole or its ability to perform its 
obligations under this Agreement or the Barton Certificate and is not in 
violation of any Requirement of Law applicable to it, the effect of which 
violation would be reasonably likely to have a material adverse effect on its 
business, operations, properties, assets or financial condition taken as a 
whole or its ability to perform its obligations under this Agreement or the 
Barton Certificate.
  (i)  The audited consolidated balance sheet of the Limited Guarantor and its 
subsidiaries as at December 31, 1991, together with the related statements of 
income and cash flow for the period then ended, and the related notes, have 
been prepared in accordance with generally accepted accounting principles 
consistently applied, except as otherwise indicated in the notes to such 
financial statements.  All of such financial statements, copies of which have 
been furnished to the Agent and the Company, fairly present in all material 
respects the financial position or the results of operations, as the case may 
be, of the Limited Guarantor and its subsidiaries at the date or for the period 
indicated.
  (j)  [reserved].
  (k)  The Reports of Condition and Income of HSB for the years ended December 
31, 1991 and December 31, 1990, respectively, fairly present in all material 
respects the financial position and the results of operations of HSB at the 
dates and for the periods indicated.
  (l)  The Report of Condition and Income of HSB for the quarter ended June 30, 
1992 fairly presents in all material respects the financial position and the 
results of operations of HSB at the date and for the period indicated therein.
  (m)  Each of HSB, the Servicer and the Limited Guarantor has filed or caused 
to be filed all tax returns which, to the knowledge of HSB, the Servicer or the 
Limited Guarantor, respectively, are required to be filed, and each has paid 
all taxes shown to be due and payable on said returns or any assessments made 
against it or any of its property or assets and all other taxes imposed on it 
or any of its property or assets by any Governmental Authority (other than the 
amount or validity of which are currently being contested in good faith by 
appropriate proceedings and with respect to which reserves in conformity with 
generally accepted accounting principles have been provided on the books of 
HSB, the Servicer or the Limited Guarantor, as the case may be); and no tax 
lien has been filed and, to the knowledge of HSB, the Servicer or the Limited 
Guarantor, respectively, no claims are being asserted with respect to any such 
taxes, fees or other charges which would be reasonably likely to have a 
material adverse effect on the business, operations, properties, assets or 
financial condition of HSB, the Servicer or the Limited Guarantor in each case 
taken as a whole, or which would be reasonably likely to have a material 
adverse effect on the ability of HSB, the Servicer or the Limited Guarantor to 
perform its respective obligations hereunder.
  (n)  HSB has Stockholder's Equity of at least $23,000,000.
  (o)  There has been no material adverse change in its financial condition or 
results of operations since September 30, 1992, no event has occurred which 
materially adversely affects the collectibility of the Receivables and no other 
event has occurred which materially adversely affects its ability to perform 
its obligations under this Agreement.
  (p)  Its chief place of business and chief executive office is located at the 
address designated as such on the signature page to this Agreement, and the 
locations of the offices where the Servicer keeps all its principal 
instruments, documents, agreements, books and records relating to the 
Receivables and the Accounts are located at the locations listed on Schedule V 
hereto (or at such other locations, notified to the Agent in accordance with 
Section 3.5(j), in jurisdictions where all action required by Section 3.5(j) 
has been taken and completed).
  (q)  The use of all funds obtained by HSB under this Agreement or from the 
sale of the Barton Certificate will not conflict with or contravene any of 
Regulations G, T, U and X promulgated by the Board of Governors of the Federal 
Reserve System from time to time.
  (r)  No transaction contemplated by this Agreement requires compliance with 
any bulk sales act or similar law.
  (s)  After giving effect to the transfer of the Purchased Interest, the 
Seller Amount shall not be less than 5% of the Receivables Balance on the 
Closing Date.
Upon a determination by HSB, the Servicer or the Limited Guarantor that a 
breach of any of the representations and warranties set forth in this Section 
3.1 has occurred as of the date made or deemed made, the party making such 
determination shall give prompt written notice thereof to the other parties.
  Section 3.2  Representations, Warranties and Covenants Concerning the 
Receivables and the Accounts.  Each of HSB and the Servicer represents and 
warrants (in each case solely with respect to itself) to, and covenants with, 
the Company and the Agent that:
  (a)  The information in the Account Schedule set forth in Exhibit F is, and, 
on each Addition Date, will be, true and complete in all material respects.  
HSB, or the Servicer on behalf of HSB, will prepare and maintain, and deliver 
to the Agent, a schedule (in a medium acceptable to the Agent), together with 
all amendments thereto, identifying, with respect to each Account, the Merchant 
and an account number unique to such Account, which schedule, together with all 
amendments thereto, shall be true and complete in all material respects, shall 
be made available to the Agent for inspection upon request as contemplated by, 
and shall constitute the "Account Schedule" referred to in, the UCC financing 
statements filed pursuant to this Agreement.
  (b)  With respect to each Receivable existing on the Closing Date or, in the 
case of Additional Accounts, on the Addition Date with respect thereto, all 
consents, licenses, approvals or authorizations of or registrations or 
declarations with any Governmental Authority required to be obtained, effected 
or given in connection with the conveyance of the Purchased Interest in such 
Receivable have been duly obtained, effected or given and are and will be in 
full force and effect.
  (c)  HSB had at the Closing Date, immediately prior to the conveyance 
pursuant to Section 2.1, sole legal title to the Accounts and the Receivables, 
and, on each Addition Date, will have, immediately prior to the conveyance 
pursuant to Section 2.5, sole legal title to the Additional Accounts and the 
Receivables therein.
  (d)  There is no effective UCC financing statement (or similar statement or 
instrument of registration under the law of any jurisdiction) now on file or 
registered in any public office covering any interest of any kind in the 
Transferred Property evidenced by the Barton Certificate, nor will there be on 
file in any public office any effective UCC financing statement (or similar 
statement or instrument of registration under the laws of any jurisdiction) or 
statements relating to the Transferred Property evidenced by the Barton 
Certificate, except any UCC financing statements naming the Company as the 
secured party and filed in respect of and covering the transfer of the Barton 
Certificate, the Receivables or the Accounts pursuant to this Agreement.
  (e)  All filings and recordings (including pursuant to the Uniform Commercial 
Code) required to perfect the interest of the Company in the Transferred 
Property evidenced by the Barton Certificate issued hereunder have been 
accomplished and are in full force and effect.
  (f)  Upon the filing of the UCC financing statements described in Section 
3.2(e) and, in the case of the Receivables hereafter created and the proceeds 
thereof, upon the creation thereof, the Company shall have a first priority 
perfected ownership or security interest in the Purchased Interest in such 
property.
  (g)  On each Addition Date, the aggregate balance of the Receivables in the 
Additional Accounts will not include any amounts which have been, or which 
should have been, charged-off by SPS prior to such date in accordance with the 
Credit and Collection Policy.
  (h)  Each Account, was on the date of its inclusion as an Account under this 
Agreement, an Eligible Account.
  (i)  On the Additional Cut-Off Date, each Receivable in an Additional Account 
is an Eligible Receivable.
  (j)  Beginning in 1997, HSB shall furnish to the Company, the Agent and each 
Rating Agency, within 60 days after the end of each of its fiscal years, a 
certificate of HSB, in substantially the form of Exhibit N.
Upon a determination by HSB or the Servicer that a breach of any of the 
representations and warranties set forth in this Section 3.2 has occurred as of 
the date made or deemed made, the party making such determination shall give 
prompt written notice to the other parties.
  Section 3.3  Transfer of Purchased Interest; Transfer of Ineligible 
Receivables.
  (a)  In the event (i) of a breach of any representation and warranty set 
forth in Section 3.1(c), 3.1(d), 3.1(e) or 3.2(c) or (ii) that this Agreement 
or, in the case of Additional Accounts, the related Supplemental Conveyance, 
does not either effect a valid sale, transfer and assignment to the Company of 
the Purchased Interest in all right, title and interest of HSB in the 
Transferred Property, or effect a grant of a "security interest" (as defined in 
the Uniform Commercial Code) in such property to the Company, which, in the 
case of existing Receivables and the proceeds thereof, is enforceable upon 
execution and delivery of this Agreement or the Supplemental Conveyance, as the 
case may be, and which will be enforceable with respect to such Receivables 
hereafter created and the proceeds thereof upon such creation, upon the earlier 
to occur of the discovery of such breach or such event by HSB or the Servicer 
or receipt by HSB of written notice of such breach or such event given by the 
Agent, the Agent may by written notice direct HSB to acquire the Purchased 
Interest in all of the Transferred Property within 45 days of such notice, or 
within such longer period (not to exceed 60 days) as may be specified in such 
notice, and HSB shall be obligated to acquire the Purchased Interest in the 
Transferred Property on a Remittance Date occurring within such applicable 
period on the terms and conditions set forth below; provided, however, that no 
such acquisition shall be required to be made if, during such applicable period 
such breach or such event shall have been cured in all material respects.
  In lieu of the remittances otherwise to be made under 4.6 and 4.7 on such 
Remittance Date, HSB shall make available on the applicable Remittance Date an 
amount equal to the acquisition price for the Purchased Interest in the 
Transferred Property for distribution by the Servicer pursuant to Sections 4.6 
and 4.7.  The price for such acquisition will be equal to (i) the Net 
Certificate Amount on such date, plus (ii) an amount equal to all interest 
accrued but unpaid on the Barton Certificate at the Certificateholder's 
Interest Rate to such Remittance Date plus (iii) an amount equal to the sum of 
(A) the amount of the Company's existing obligations which comprise Carrying 
Costs but which have not yet accrued, been reserved for or paid, including the 
Interest Component on all outstanding Commercial Paper used to fund the 
Purchased Interest that will not mature on or prior to such Remittance Date but 
that will accrue in the future, but excluding the amount of any Program Fee or 
Commitment Fee which has not yet accrued and (B) the amount of the Purchased 
Percentage of the Servicing Fee payable pursuant to Section 4.1(c) on such 
Remittance Date.  Such payment (less the amount described in clause (B)) of the 
acquisition price shall be considered a payment in full of the entire amount, 
if any, to be distributed to the holder of the Barton Certificate.
  The Agent, on behalf of the Company, shall invest any amounts received from 
HSB with respect to outstanding Commercial Paper which has not yet matured and 
Carrying Costs which have not yet accrued in Permitted Investments.  If the 
Agent receives any such amounts by 10:00 a.m., New York City time, on the 
Remittance Date, the Agent shall invest such amounts in Permitted Investments 
described in clause (ii) of the definition thereof maturing, in each case, no 
later than the date on which such Commercial Paper matures or such Carrying 
Costs are payable by the Company, as the case may be.  If the Agent receives 
any such amounts after 10:00 a.m., New York City time, on the Remittance Date, 
the Agent shall invest such amounts in Permitted Investments described in 
clause (iii) thereof until the next Business Day and, thereafter, shall invest 
such amounts in Permitted Investments described in clause (ii) of the 
definition thereof maturing, in each case, no later than the date on which such 
Commercial Paper matures or such Carrying Costs are payable by the Company, as 
the case may be.  Within two Business Days of the payment by the Company of any 
Commercial Paper or Carrying Costs, as the case may be, the Agent shall remit 
to HSB the investment income on the amount paid by the Company.
  On the Remittance Date on which the amount described in Section 2.9(a) above 
(less the amount described in clause (B) thereof) has been paid to the Company 
by the Servicer, the Company shall automatically and without further action be 
deemed to transfer, assign, set-over and otherwise convey to HSB, without 
recourse, representation or warranty, other than a representation by the 
Company that it has not created any liens or similar encumbrances on the 
Transferred Property which have not been released, all the right, title and 
interest of the Company in and to the Transferred Property and shall return to 
HSB the Barton Certificate for cancellation.  The Company shall execute such 
documents and instruments of transfer or assignment and take such other actions 
as shall reasonably be requested by HSB to effect the conveyance of the 
Transferred Property pursuant to this subsection.
  (b)  In the event (i) there is a breach of any representations and warranties 
set forth in Section 3.2(b), 3.2(f), 3.2(g), 3.2(h) or 3.2(i) with respect to 
any Receivable, and such breach is not cured within 30 days of the earlier to 
occur of the discovery of such breach by HSB or the Servicer or receipt by HSB 
of written notice of such breach from the Agent or (ii) any of the Transferred 
Property, including any Receivable, is subject to any Lien of any kind and such 
Lien is not released or otherwise satisfied within 30 days of the earlier to 
occur of the discovery of such Lien by HSB or the Servicer or receipt by HSB of 
written notice of such Lien by the Agent, such Ineligible Receivable shall be 
automatically removed from the Purchased Interest by reducing the aggregate 
balance of Principal Receivables that are Eligible Receivables used to 
calculate the Receivables Balance which is used to calculate the Purchased 
Percentage and the Seller Amount for the Collection Period in which such 
Ineligible Receivable is removed.  In the event that such reduction would cause 
the Seller Amount to be less than 5% of the Receivables Balance on the date 
such Ineligible Receivable is removed, HSB shall either (i) designate 
Additional Accounts hereunder with sufficient Eligible Receivables by the next 
following Collection Period End Date in accordance with Section 2.5, such that 
the Seller Amount will be at least equal to 5% of the Receivables Balance after 
such reduction or (ii) remit by the following Remittance Date an amount equal 
to the amount by which the Seller Amount would be reduced to less than 5% of 
the Receivables Balance to the Servicer. Any such remittance or deposit shall 
be considered a payment in full of such Ineligible Receivable and shall be 
applied, prior to the Termination Date, in accordance with Section 4.7(a)(ii) 
and, on and after the Termination Date, in accordance with Section 4.7(b).
  Upon each removal of an Ineligible Receivable and the receipt of the payment 
required above, if applicable, the Company shall automatically and without 
further action be deemed to transfer, assign, set-over and otherwise convey to 
HSB, without recourse, representation or warranty, other than a representation 
by the Company that it has not created a lien or similar encumbrance on such 
Ineligible Receivable which has not been released, all the right, title and 
interest of the Company in and to such Ineligible Receivable, all monies due or 
to become due with respect thereto and all proceeds thereof.  Upon the removal 
of all of the Receivables in an Account pursuant to this Section 3.3 and the 
receipt of the payment required above, if applicable, the Company shall 
automatically and without further action be deemed to transfer, assign, 
set-over and otherwise convey to HSB, without recourse, representation or 
warranty, other than a representation by the Company that it has not created 
any lien or similar encumbrance on the Account which have not been released, 
all the right, title and interest of the Company in and to such Account.  The 
Company shall execute such documents and instruments of transfer or assignment 
and take such other actions as shall reasonably be requested by HSB to effect 
the conveyance of such Account pursuant to this subsection.
  Section 3.4  Covenants of HSB.
  (a)  HSB shall comply, in all material respects, with all Requirements of Law 
applicable to it or to the Accounts and the Credit Card Agreements or any part 
thereof and preserve and maintain its corporate existence and all material 
rights, franchises, qualifications and privileges.
  (b)  HSB shall do nothing to impair the rights of the Company in the 
Transferred Property and shall take no action to cause any Receivable to be 
evidenced by any instrument (other than an instrument which constitutes chattel 
paper) (each as defined in the Uniform Commercial Code), except in connection 
with the enforcement or collection of an Account.
  (c)  In the event that HSB receives Collections, HSB shall pay the Servicer 
all payments received by HSB in respect of the Receivables as soon as 
practicable after receipt thereof by HSB, but in no event later than four 
Business Days after the receipt by HSB thereof.
  (d)  HSB shall not execute any UCC financing statement (or similar statement 
or instrument of registration under the laws of any jurisdiction) or statements 
relating to the Transferred Property evidenced by the Barton Certificate, 
except any UCC financing statements filed in respect of and covering the 
transfer of the Barton Certificate to the Company pursuant to this Agreement.
  (e)  HSB shall not create and shall defend the Purchased Interest in the 
Transferred Property against, and take such other actions as are necessary to 
remove, any Lien in, to or on the Purchased Interest in the Transferred 
Property, and shall defend the right, title and interest of the Company in and 
to the Purchased Interest in the Transferred Property against the claims and 
demands of all Persons whomsoever.
  (f)  HSB shall, at its expense, perform all acts and execute all documents 
reasonably requested by the Agent at any time to evidence, perfect, maintain 
and enforce the interest of the Company in the Transferred Property evidenced 
by the Barton Certificate and the first priority thereof.  HSB shall execute 
and deliver for filing UCC financing statements (reasonably satisfactory in 
form and substance to the Agent).  HSB shall execute and deliver for filing 
such continuation statements and any other documents reasonably requested by 
the Agent or which may be required by law to fully preserve and protect the 
interest of the Company hereunder in and to the Transferred Property evidenced 
by the Barton Certificate.  The Company hereby agrees to execute any UCC 
financing statement or continuation statement which the Agent requests it to 
execute.
  (g)  HSB shall advise the Company and the Agent promptly, in reasonable 
detail: (i) of any Lien asserted against any of the Transferred Property; (ii) 
of the occurrence of any breach by HSB of any of its covenants contained 
herein; (iii) of the occurrence of a Termination Event or any event which, with 
the giving of notice or lapse of time or both, would constitute a Termination 
Event; (iv) of the occurrence of the Termination Date; (v) of any (A) 
litigation, investigation or proceeding known to HSB which may exist at any 
time between HSB and any Governmental Authority, which in either case, if not 
cured or if adversely determined, as the case may be, may be reasonably likely 
to have a material adverse effect on the business, operations, properties, 
assets or financial condition of HSB taken as a whole or (B) litigation or 
proceeding affecting HSB (x) in which the amount involved is $10,000,000 or 
more and not covered by insurance or (y) in which injunctive or similar relief 
is sought, which in either case, may be reasonably likely to have a material 
adverse effect on the business, operations, properties, assets or financial or 
other condition of HSB; and (vi) of a material adverse change in the business, 
operations, properties, assets or financial condition of HSB.
  (h)  HSB shall furnish to the Company and the Agent:
    (i)  as soon as available and in any event within 50 days after the end of 
each of the first three quarters of each fiscal year of HSB, the Report of 
Condition and Income of HSB for each such quarter;
    (ii)  as soon as available and in any event within 100 days after the end 
of each fiscal year of HSB, the Report of Condition and Income of HSB for each 
such fiscal year;
    (iii)  if publicly available, as soon as available and in any event within 
50 days after the end of each of the first three quarters of each fiscal year 
of HSB, unaudited quarterly financial statements (including a balance sheet, 
statement of results of operations and statement of cash flow) for HSB, all of 
which financial statements shall be prepared in accordance with generally 
accepted accounting principles applied on a consistent basis;
    (iv)  if publicly available, as soon as available and in any event within 
100 days after the end of each fiscal year of HSB, audited annual financial 
statements (including a balance sheet, statement of results of operation and 
statement of cash flow) for HSB, together with the report of a nationally 
recognized independent accounting firm on such audit, all of which financial 
statements must be prepared in accordance with generally accepted accounting 
principles applied on a consistent basis, which report shall not contain a 
"going concern" or like qualification or exception or qualification arising out 
of the scope of the audit, accompanied by a certificate on behalf of HSB signed 
by an officer of HSB to the effect that such financial statements are fairly 
stated in all material respects when considered as a whole;
    (v)  concurrently with the delivery of the reports referred to in 
subsections (i) and (ii) above, a certificate of HSB signed by an officer of 
HSB stating, on behalf of HSB, that, to the best knowledge of the officer 
signing such certificate, HSB during the period then ended has observed or 
performed in all material respects all of its covenants and other agreements, 
and satisfied every condition in all material respects, contained in this 
Agreement to be observed, performed or satisfied by it and that such officer 
has obtained no knowledge of any Termination Event or any event that would with 
the giving of notice or the lapse of time or both, constitute a Termination 
Event, except as specified in such certificate;
    (vi)  after the filing or receiving thereof, copies of all reports and 
notices with respect to any Reportable Event defined in Article IV of ERISA for 
which the 30-day notice requirement is not waived pursuant to the regulations 
thereunder which HSB or any subsidiary of HSB files under ERISA with the 
Internal Revenue Service or the Pension Benefit Guaranty Corporation or the 
U.S. Department of Labor or which HSB or any subsidiary of HSB receives 
therefrom;
    (vii)  as soon as available and in any event within 45 days after the end 
of each fiscal year of HSB, the information with respect to the Receivables 
described on Schedule I; and
    (viii)  promptly, from time to time, such other information, documents, 
records or reports respecting the Receivables or the conditions or operations, 
financial or otherwise, of HSB as the Agent may from time to time reasonably 
request in order to protect the interests of the Company and the Agent 
hereunder; provided, that HSB shall not be obligated to deliver any such 
information to the extent that such delivery would violate any Requirement of 
Law applicable to it, any attorney-client privilege or work product rule 
applicable to such information or any confidentiality agreement to which HSB is 
a party, provided, that, at the Agent's request, HSB shall use its best efforts 
to obtain a release of any such confidentiality agreement.
    (i)  HSB shall duly fulfill all material obligations on its part to be 
fulfilled under or in connection with the Receivables and the Accounts and 
shall comply in all material respects with all of the provisions of the Credit 
Card Agreements and the Credit and Collection Policy.
    (j)  HSB shall not rescind or cancel any Receivable or modify any 
Receivable in a manner which could reasonably be expected to have a material 
adverse effect on the Company or extend any term or provision of any Receivable 
without the prior written consent of the Agent, except in the ordinary course 
of business and consistent with the provisions of the Credit and Collection 
Policy and except as required by law.
  (k)  HSB shall not, without providing 30 days' prior written notice to the 
Agent and without filing such amendments to any previously filed UCC financing 
statements as the Agent may require, (i) change the location of its principal 
executive office or the location of the offices where its principal records 
relating to the Receivables are kept, (ii) change its name, identity or 
corporate structure in any manner which would, could or might make any UCC 
financing statement or continuation, statement filed in accordance with Section 
3.2(e) or Section 3.4(f) seriously misleading within the meaning of Sec. 9-
402(7) of any applicable enactment of the Uniform Commercial Code and (iii) 
delete or otherwise modify the marking, if any, on the electronic ledger 
referred to in Section 3.5(a), other than to reflect the addition and removal 
of Accounts and Receivables pursuant to the terms hereof.
  (l)  HSB shall not make any change in the character of its business or in the 
Credit and Collection Policy, which change would in the best judgment of HSB, 
in either case, materially impair the collectibility of the Receivables.
  (m)  Except as otherwise required by a Requirement of Law, HSB shall not 
change the terms of the Credit Card Agreements (including without limitation 
the amount and timing of finance charges, fees and charge-offs) if such change 
would, in the reasonable belief of HSB cause a Termination Event to occur.
  (n)  HSB shall not (i) permit to exist any accumulated funding deficiency, as 
defined in Section 302(a) of ERISA and Section 412(a) of the Internal Revenue 
Code, or funding deficiency with respect to any Benefit Plan other than a 
Multi-employer Plan; (ii) fail to make any payments to any Multi-employer Plan 
that HSB or any ERISA Affiliate may be required to make under the agreement 
relating to such Multi-employer Plan or any law pertaining thereto; (iii) 
terminate any Benefit Plan so as to result in any liability; or (iv) permit to 
exist any occurrence of any reportable event described in Title IV of ERISA 
which represents a material risk of a liability of HSB or any ERISA Affiliate 
under ERISA or the Internal Revenue Code, if such accumulated funding 
deficiencies, payments, terminations and reportable events occurring within any 
fiscal year of HSB, in the aggregate are reasonably likely to result in the 
imposition of a Lien against the assets of HSB.
  (o)  As of each Collection Period End Date, the Seller Amount owned by HSB 
shall at least equal 5% of the Receivables Balance.
  Section 3.5  Covenants of the Servicer.
  (a)  The Servicer shall, at its own cost and expense, (i) retain the 
electronic ledger used by the Servicer as a master record of the Receivables 
and copies of all documents relating to each Account as custodian for the 
Company and (ii) upon the request of the Company or the Agent, mark such 
electronic ledger to the effect that interests in the Receivables and Accounts 
listed thereon have been transferred and assigned to the Company pursuant to 
this Agreement.
  (b)  The Servicer shall comply, in all material respects, with all 
Requirements of Law applicable to it or to the Accounts and the Receivables or 
any part thereof and shall preserve and maintain its corporate existence and 
all material rights, franchises, qualifications and privileges.
  (c)  The Servicer shall do nothing to impair the right of the Company in the 
Transferred Property and shall take no action to cause any Receivable to be 
evidenced by any instrument (other than an instrument which constitutes chattel 
paper) (each as defined in the Uniform Commercial Code), except in connection 
with the enforcement or collection of an Account.
  (d)  The Servicer shall not rescind or cancel any Receivable or modify in a 
manner which could reasonably be expected to have a material adverse effect on 
the Company or extend any term or provision of any thereof without the prior 
written consent of the Agent, except in the ordinary course of business and 
consistent with the provisions of the Credit and Collection Policy.
  (e)  The Servicer shall not create and shall defend the Purchased Interest in 
the Transferred Property against, and take such other actions as are necessary 
to remove, any Lien in, to or on the Purchased Interest in the Transferred 
Property, and shall defend the right, title and interest of the Company in and 
to the Purchased Interest in the Transferred Property against the claims and 
demands of all Persons whomsoever.
  (f)  The Servicer shall advise the Company promptly, in reasonable detail: 
(i) of any Lien asserted against any of the Purchased Interest; (ii) of the 
occurrence of any breach by the Servicer of any of its covenants contained 
herein; (iii) of the occurrence of a Servicer Transfer Event or any event 
which, with the giving of notice or lapse of time or both, would constitute a 
Servicer Transfer Event; (iv) of the occurrence of a Termination Event; (v) of 
any (A) litigation, investigation or proceeding known to the Servicer which may 
exist at any time between the Servicer and any Governmental Authority, which in 
either case, if not cured or if adversely determined, as the case may be, would 
be reasonably likely to have a material adverse effect on the business, 
operations, properties, assets or financial condition of the Servicer taken as 
a whole or (B) litigation or proceeding affecting the Servicer (x) in which the 
amount involved is $10,000,000 or more and not covered by insurance or (y) in 
which injunctive or similar relief is sought, which in either case, may be 
reasonably likely to have a material adverse effect on the business, 
operations, properties, assets or financial condition of the Servicer; and (vi) 
of a material adverse change in the business, operations, properties, assets or 
financial condition of the Servicer.
  (g)  The Servicer shall maintain administrative and operating procedures 
(including, without limitation, an ability to recreate records evidencing the 
Receivables in the event of the destruction of the originals thereof) and keep 
and maintain all documents, books, records and other information reasonably 
necessary or customary for the collection of all Receivables (including, 
without limitation, records adequate to permit the daily identification of each 
new Receivable and all Collections of and adjustments to each existing 
Receivable).
  (h)  The Servicer shall not make any change in the character of its business 
or in the Credit and Collection Policy, which change would in the best judgment 
of the Servicer, in either case, materially impair the collectibility of the 
Receivables.
    (i)  No more than once annually and at any time after the occurrence and 
continuance of a Termination Event (if the Agent in its reasonable and good 
faith judgment determines that the following actions are necessary to determine 
that Receivables are bona fide and that reports provided pursuant hereto are 
accurate and complete), the Servicer shall permit the Agent, or its agents or 
representatives, upon (A) prior to the occurrence and continuance of a 
Termination Event, five Business Days' notice and (B) after the occurrence and 
continuance of a Termination Event, two Business Days' notice, but in either 
case during regular business hours, (I) to examine and make copies of and 
abstracts from all books, records and documents (including, without limitation, 
computer tapes and disks) in the possession or under the control of HSB or the 
Servicer relating to the Receivables and the Accounts, including, without 
limitation, the related Credit Card Agreements, and (II) to visit the offices 
and properties of HSB or the Servicer for the purpose of examining such 
materials described in clause (I) above, and to discuss HSB's or the Servicer's 
performance hereunder with any of the officers of HSB and the Servicer and with 
the permission of such officers (which permission shall not be unreasonably 
withheld), the permitted employees of HSB or the Servicer; provided that such 
employees are directly concerned with performance hereunder, except for such 
matters as are privileged under applicable law or related rules relating to 
communications among attorneys or accountants or other similar parties with 
their respective clients, including work product and other related privileges 
  (j)  The Servicer shall not, without providing 30 days' prior written notice 
to the Agent and without filing such amendments to any previously filed UCC 
financing statements as the Agent may require, (i) change the location of its 
principal executive office or the location of the offices where the principal 
records relating to the Receivables are kept, (ii) change its name, identity or 
corporate structure in any manner which would, could or might make any 
financing statement or continuation, statement filed in accordance with Section 
3.2(e) or Section 3.4(f) seriously misleading within the meaning of Sec.9-
402(7) of any applicable enactment of the Uniform Commercial Code and (iii) 
delete or otherwise modify the marking, if any, on the electronic ledger 
referred to in Section 3.5(a), other than to reflect the addition and removal 
of Accounts and Receivables pursuant to the terms hereof.
 3.6  Covenants of the Limited Guarantor.
  (a)  The Limited Guarantor will advise the Company promptly, in reasonable 
detail, (i) of any (A) litigation, investigation or proceeding which may exist 
at any time between the Limited Guarantor and any Governmental Authority, which 
in either case, if not cured or if adversely determined, as the case may be, 
would be reasonably likely to have a material adverse effect on the business, 
operations, properties, assets or financial condition of the Limited Guarantor 
or (B) litigation or proceeding affecting the Limited Guarantor (x) in which 
the amount involved is $100,000,000 or more and not covered by insurance or (y) 
in which injunctive or similar relief is sought, which in either case, if 
adversely determined, would be reasonably likely to have a material adverse 
effect on the business, operations, properties, assets or financial condition 
of the Limited Guarantor; and (ii) of a material adverse change in the 
business, operations, properties, assets or financial condition of the Limited 
Guarantor.
  (b)  The Limited Guarantor shall furnish to the Company and the Agent:
    (i)  as soon as publicly available and in any event within 50 days after 
the end of each of the first three quarters of each fiscal year of the Limited 
Guarantor, copies of the Limited Guarantor's quarterly financial reports on 
Form 10-Q, as filed with the Securities and Exchange Commission; and
    (ii)  as soon as publicly available and in any event within 100 days after 
the end of each fiscal year of the Limited Guarantor, a copy of the Limited 
Guarantor's Annual Report on Form 10-K, as filed with the Securities and 
Exchange Commission (or, if the Limited Guarantor is not required to file such 
Form 10-K, audited annual financial statements (including a balance sheet, 
statement of results of operation and statement of cash flow) for the Limited 
Guarantor and its consolidated subsidiaries, together with the report of a 
nationally recognized independent accounting firm on such audit, all of which 
financial statements must be prepared in accordance with generally accepted 
accounting principles applied on a consistent basis, which reports shall not 
contain a "going concern" or like qualification or exception or qualification 
arising out of the scope of the audit, accompanied by a certificate on behalf 
of the Limited Guarantor signed by an officer of the Limited Guarantor to the 
effect that such financial statements are fairly stated in all material 
respects when considered as a whole).
                                       ARTICLE IV
                               ADMINISTRATION, COLLECTIONS
                                  AND OTHER OBLIGATIONS
  Section 4.1  Designation of Servicer; Compensation of Servicer.
(a)  The servicing, administering and collection of the Receivables shall be 
conducted by such Person (the "Servicer") so designated from time to time in 
accordance with this Section 4.1.  Until a Successor Servicer shall have been 
appointed by the Agent pursuant to Section 6.4, SPS is hereby designated by 
HSB, the Company and the Agent as, and hereby agrees to perform the duties and 
obligations of, the Servicer pursuant to the terms hereof.
  (b)  The Servicer may, with the prior written consent of the Company and the 
Agent, which shall not be unreasonably withheld, appoint an Affiliate of the 
Limited Guarantor to perform the duties and obligations of the Servicer 
pursuant to the terms hereof (an "Affiliate Successor Servicer").  Any such 
Affiliate shall assume the responsibilities and obligations of the Servicer as 
Servicer and shall accept its appointment by a written assumption in a form 
acceptable to the Agent.  Upon its appointment, the Affiliate Successor 
Servicer shall be the successor in all respects to SPS with respect to 
servicing functions under this Agreement and shall be subject to all the 
responsibilities, duties and liabilities relating thereto placed on SPS by the 
terms and provisions hereof, and all references in this Agreement to SPS as 
servicer shall be deemed to refer to the Affiliate Successor Servicer. An 
Affiliate Successor Servicer shall be entitled to the same compensation to 
which SPS was entitled pursuant to Section 4.1(c).
  (c)  As compensation for its servicing activities hereunder, the Servicer 
shall be entitled to receive the Servicing Fee in respect of each Collection 
Period.  The portion of the Servicing Fee allocable to the Purchased Interest 
shall be payable on the related Remittance Date pursuant to clause (iv) of 
Section 4.6(a).
  (d)  The Servicer may subcontract with other Persons for servicing, 
administering or collecting the Receivables, provided that the Servicer shall 
remain liable for the performance of the duties and obligations of the Servicer 
pursuant to the terms hereof and, provided, further that, prior to any such 
subcontract with a Person, the Servicer shall (i) have provided seven Business 
Days' prior written notification to the Agent, if such Person is not an 
Affiliate of the Servicer, or (ii) give prior written notice thereof to the 
Agent, if such Person is an Affiliate of the Limited Guarantor.
Section 4.2  Duties of Servicer.
  (a)  The Servicer and/or HSB, as applicable, shall take or cause to be taken 
all such actions as are reasonable and may be necessary or customary to collect 
each Receivable from time to time, all in accordance with applicable laws, 
rules and regulations, with reasonable care and diligence, and in accordance 
with the Credit and Collection Policy.  The Servicer shall have full power and 
authority, acting alone or through any party properly designated by it 
hereunder, to do any and all things in connection with such servicing and 
administration which it may deem necessary or desirable.  Without limiting the 
generality of the foregoing, the Servicer or its designee is hereby authorized 
and empowered (i) to execute and deliver any and all instruments of 
satisfaction or cancellation, or of partial or full release or discharge, and 
all other comparable instruments, with respect to the Receivables, (ii) after 
the delinquency of any Receivable and to the extent permitted under and in 
compliance with applicable Requirements of Law, to commence enforcement 
proceedings with respect to such Receivables and (iii) to make withdrawals 
from, and payments to, the Collection Account.
  (b)  HSB shall deliver to the Servicer, and the Servicer shall hold in trust 
for HSB and the Company in accordance with their respective interests, all its 
principal instruments, documents, agreements, books and records (including, 
without limitation, computer tapes and disks on which data relating to the 
Transferred Property is stored, but excluding computer hardware and proprietary 
or licensed software) that evidence or relate to the Receivables and the 
Accounts.
  (c)  The Servicer shall not resign from the obligations and duties hereby 
imposed on it as Servicer except upon determination that (i) the performance of 
its duties hereunder is no longer permissible under applicable law and (ii) 
there is no reasonable action which the Servicer could take to make the 
performance of its duties hereunder permissible under applicable law.  Any such 
determination permitting the resignation of the Servicer shall be evidenced as 
to clause (i) above by an opinion of counsel to such effect delivered to the 
Company and the Agent, which counsel shall be reasonably acceptable to the 
Agent.  No such resignation shall become effective until an Affiliate Successor 
Servicer or a Successor Servicer shall have assumed the responsibilities and 
obligations of the Servicer as Servicer in accordance with this Agreement.
  Section 4.3  Establishment of Accounts.
  (a)  Upon the receipt of notice from the Agent of the occurrence of an 
Intermediate Event, the Servicer shall promptly (but no later than five 
Business Days after receipt of such notice) establish and maintain for the 
benefit of the Company a segregated trust account (the "Collection Account") in 
the corporate trust department of a financial institution reasonably acceptable 
to the Agent.  The Collection Account shall be under the sole dominion and 
control of the Agent, and HSB shall have no rights to withdraw amounts from the 
Collection Account; provided, that prior to the occurrence and continuance of a 
Termination Event (and thereafter with the consent of the Agent, which may be 
given or withheld in the Agent's discretion), the Servicer shall have the right 
of access to the Collection Account.  Funds on deposit in the Collection 
Account shall be invested by the Agent at the written direction of SPS in 
Permitted Investments that mature, or that are payable, or redeemable upon 
demand of the holder thereof, on each Remittance Date as set forth in 
Sections 4.3(c) through 4.3(g); provided, that for so long as no Termination 
Event shall have occurred and been continuing SPS shall make such investments 
in Permitted Investments directly (it being understood that Sections 4.3(c), 
(d), (f) and (g) shall not apply to such investments by SPS).  On each 
Remittance Date, all interest and other investment income (net of losses and 
investment expenses) on funds in the Collection Account shall be paid out of 
the Collection Account to HSB.
  (b)  The Servicer shall establish and maintain for the benefit of the Company 
a segregated trust account (the "Cash Collateral Account") in the corporate 
trust department of First Bank National Association (the "Cash Collateral 
Holder") in the name of the Agent for the benefit of the Company.  The Cash 
Collateral Account shall be under the sole dominion and control of the Agent; 
provided, that prior to the occurrence and continuance of a Termination Event 
(and thereafter with the consent of the Agent, which may be given or withheld 
in the Agent's discretion), the Servicer shall have the right of access to the 
Cash Collateral Account.  Funds on deposit in the Cash Collateral Account shall 
be invested in Permitted Investments by the Cash Collateral Holder on behalf of 
the Agent at the written direction of SPS as set forth in Sections 4.3(c) 
through 4.3(g); provided, that for so long as SPS shall be the Servicer, SPS 
shall make such investments in Permitted Investments directly (it being 
understood that Sections 4.3(c), (d), (f) and (g) shall not apply to such 
investments by SPS).  On each Remittance Date, all interest and other 
investment income (net of losses and investment expenses) on funds in the Cash 
Collateral Account shall be paid by the Agent to the Servicer and shall be 
allocated and applied (pursuant to instructions by the Agent to the Cash 
Collateral Holder) in accordance with the Cash Collateral Deposit Agreement.
  (c)  Investments.   Subject to Sections 4.3(a) and (b), pursuant to one or 
more SPS Orders received from SPS, all or a portion of the amounts in the 
Collection Account and the Cash Collateral Account shall be invested and 
reinvested by the Agent in one or more Permitted Investments.  Subject to the 
restrictions on the maturity of investments set forth in Section 4.3(e), each 
such SPS Order may authorize the Agent to make the specific Permitted 
Investments set forth therein, to make Permitted Investments from time to time 
consistent with the general instructions set forth therein, or to make specific 
Permitted Investments pursuant to instructions received in writing or by 
facsimile transmission from the employees or agents of SPS, identified therein, 
in each case in such amounts as such SPS Order shall specify. HSB agrees to 
report as income for financial reporting and tax purposes (to the extent 
reportable) all investment earnings on amounts in the Collection Account and 
the Cash Collateral Account.
  (d)  Investments in the Absence of a SPS Order.  In the event that (i) SPS 
shall have failed to give investment directions to the Agent by 2:00 p.m. New 
York City, time on any Business Day on which there may be uninvested cash or 
(ii) a Termination Event shall have occurred and be continuing, then the Agent 
shall invest such funds in Permitted Investments.  All investments made by the 
Agent shall mature no later than the maturity date therefor permitted by 
Section 4.3(e).
  (e)  Maturity of Investments.  No investment of any amount held in the 
Collection Account or the Cash Collateral Account shall mature later than the 
Remittance Date which is scheduled to occur immediately following the date of 
investment for application in accordance with the provisions of this Agreement.
  (f)  Form of Investment.  Any investment of funds in the Collection Account 
or the Cash Collateral Account shall be made under the following terms and 
conditions:
    (i)  each such investment shall be made in the name of the Agent (in its 
capacity as such) or in the name of a nominee of the Agent; and
    (ii)  any certificate or other instrument evidencing such investment shall 
be delivered directly to the Agent or its agent and the Agent shall have sole 
possession of such instrument and all income on such investment.
  (g)  Agent Not Liable.  The Agent shall not in any way be held liable by 
reason of any insufficiency in the Collection Account or the Cash Collateral 
Account resulting from losses on investments made in accordance with the 
provisions of this Section 4.3 (but the institution serving as Agent shall at 
all times remain liable for its own debt obligations, if any, constituting part 
of such investments).  The Agent shall not be liable for any investment made by 
it in accordance with this Section 4.3 on the grounds that it could have made a 
more favorable investment.
  Section 4.4  Allocations of Collections.
  (a) (i)  All Collections allocated to the Company and held by the Servicer at 
any time shall be held in trust by the Servicer for the benefit of the Company 
and, from and after the establishment of the Collection Account pursuant to 
Section 4.3 after receipt of notice from the Agent of the occurrence of an 
Intermediate Event, shall be deposited, or caused to be deposited, by the 
Servicer, into the Collection Account; provided, that the Servicer shall 
deposit directly into the Collection Account all Collections allocated to the 
Company, as promptly as possible after the Date of Processing thereof, but in 
no event later than two Business Days following such Date of Processing (the 
"Deposit Date").  Prior to the occurrence of an Intermediate Event, the 
Servicer shall not be required to segregate or otherwise hold separate any 
Collections.
  (ii)  On each Business Day during each Collection Period  prior to the 
Termination Date, the Servicer shall allocate all Collections processed on the 
related Date of Processing and available on such day as follows:
  (A)  the Seller Percentage of Principal Collections and Finance Charge 
Collections processed on the related Date of Processing shall be paid to HSB.
  (B)  the Purchased Percentage of Finance Charge Collections processed on the 
related Date of Processing shall be allocated to the Company and applied on the 
related Remittance Date as provided in Section 4.6; and
  (C)  the Purchased Percentage of Principal Collections processed on the 
related Date of Processing shall be applied in accordance with Section 4.7(a).
  (iii)  On each Business Day during each Collection Period on or after the 
Termination Date, the Servicer shall allocate all Collections processed on the 
related Date of Processing and available on such day as follows:
  (A)  the Seller Percentage of Principal Collections and Finance Charge 
Collections processed on the related Date of Processing shall be paid to HSB; 
and
  (B)  the Purchased Percentage of Finance Charge Collections and Principal 
Collections processed on the related Date of Processing shall be allocated to 
the Company and applied on the related Remittance Date as provided in Section 
4.6 and Section 4.7(b).
  (b)  On or prior to each Determination Date, HSB shall pay to the Servicer an 
amount equal to the aggregate amount of Merchant Fees received by HSB for the 
immediately preceding Collection Period under the Merchant Agreements.  The 
Servicer shall hold all amounts paid by HSB pursuant to this Section 4.4(b) in 
trust for the benefit of the Company.  Prior to the receipt of notice by the 
Servicer of the occurrence of an Intermediate Event, the Servicer shall not be 
required to segregate or hold separate such amounts.  After the receipt of 
notice by the Servicer of the occurrence of an Intermediate Event, the Servicer 
shall deposit all amounts then held by HSB pursuant to this Section 4.4(b) into 
the Collection Account as promptly as possible but in no event later than two 
Business Days after receipt thereof.  On each Remittance Date, all amounts paid 
by HSB to the Servicer pursuant to this Section 4.4(b) shall be applied 
pursuant to Section 4.6.
  Section 4.5  Determination Date Statement.  On or before each Determination 
Date, the Servicer shall make the determinations contained in the Determination 
Date Statement and deliver a copy thereof to the Company and the Agent on the 
following Remittance Date, together with the remittance to such Person, if any, 
required hereunder.
  Section 4.6  Purchased Percentage of Finance Charge Collections .
  (a)  On each Remittance Date, the Purchased Percentage of Finance Charge 
Collections processed by the Servicer during the immediately preceding 
Collection Period as specified by the Servicer in the related Determination 
Date Statement shall be applied in the following order of priority:
    (i)  to the Agent's Account for distribution to the Company to the extent 
of the amount of Carrying Costs for the related Remittance Date (the amount 
determined by the Servicer pursuant to clause (M-vi) of the related 
Determination Date Statement);
    (ii)  if and to the extent the amount determined pursuant to clause (P) of 
the related Determination Date Statement is positive, application as an offset 
to the Purchased Percentage of Charge-Offs for the immediately preceding 
Collection Period (the amount determined by the Servicer pursuant to clause (O) 
of the related Determination Date Statement), such amount being applied in 
accordance with the provisions of Section 4.7 governing Principal Collections;
    (iii)  to the Agent's Account for distribution to the Company to the extent 
of any Carry-Over Interest (the amount determined by the Servicer pursuant to 
clause (R) of the related Determination Date Statement);
    (iv)  to the Servicer, an amount equal to the Purchased Percentage of the 
Servicing Fee for such Collection Period (the amount determined by the Servicer 
pursuant to clause (U) of the related Determination Date Statement);
    (v)  application as an offset to Carry-Over Charge-Off Deficiencies for the 
immediately preceding Collection Period (the amount determined by the Servicer 
pursuant to clause (D)-(i) of the related Determination Date Statement), with 
such amounts applied as follows:  (A) if such Remittance Date is prior to the 
Termination Date, such amount being applied in accordance with the provisions 
of Section 4.7(a) governing Principal Collections, or (B) if such Remittance 
Date is on or after the Termination Date, for credit to the Collection Account 
for distribution to the Company for payment in reduction of such Carry-Over 
Charge-Off Deficiencies;
    (vi)  as a credit to the Cash Collateral Account to the extent that the 
Cash Collateral Account is not Fully Funded (the amount determined by the 
Servicer pursuant to clause (W-iii) of the related Determination Date 
Statement);
    (vii)  to the Servicer for payment to the Cash Collateral Depositor, first, 
to the extent of any Scheduled Payment due and payable on such Remittance Date 
and any Scheduled Payment due but unpaid on any preceding Remittance Date and 
second, to the extent of any Remaining Amount (as such term is defined in the 
Cash Collateral Deposit Agreement) then due and payable; and
    (viii)  the balance shall be applied to any unpaid amounts due and owing 
under Sections 7.2(a) and 7.3 and paid to the Servicer for payment to the 
Affected Parties in accordance with such Sections pro rata in an amount equal 
to the lesser of the unpaid amount due and owing and such balance and any 
thereafter remaining balance shall be retained by the Servicer or, if the 
Servicer is a Successor Servicer, paid to HSB.
  (b)  In the event that, on any Determination Date, the Purchased Percentage 
of Finance Charge Collections are insufficient to pay in full Carrying Costs 
for the related Remittance Date (the amount determined pursuant to clause (P) 
of the related Determination Date Statement is negative), and/or are 
insufficient to offset in full the Purchased Percentage of Charge-Offs for the 
immediately preceding Collection Period (the amount determined pursuant to 
clause (Q) of the related Determination Date Statement is negative), and/or are 
insufficient to pay in full the Purchased Percentage of the Servicing Fee for 
the immediately preceding Collection Period (the amount determined pursuant to 
clause (V-i) of the related Determination Date Statement is negative), the 
Agent shall withdraw from the Cash Collateral Account on the Remittance Date, 
an amount equal to the lesser of (i) the Available Cash Collateral Account 
Balance on such Determination Date and (ii) the amount necessary to (x) pay in 
full Carrying Costs for the related Remittance Date, (y) offset in full the 
Purchased Percentage of Charge-Offs for the immediately preceding Collection 
Period, and (z) pay in full the Purchased Percentage of the Servicing Fee for 
the immediately preceding Collection Period (the total amount required to 
satisfy this clause (ii) is the amount determined pursuant to clause (V-ii) of 
the related Determination Date Statement).  On each Remittance Date, the Agent 
shall apply the amount withdrawn from the Cash Collateral Account as follows:  
first, to the Agent's Account for distribution to the Company to the extent of 
the amount necessary to pay in full the Carrying Costs for such Remittance Date 
(the negative amount determined pursuant to clause (P) of the related 
Determination Date Statement); second, to the Servicer as an offset to the 
remaining Purchased Percentage of Charge-Offs (if clause (P) is positive, the 
remaining Purchased Percentage of Charge-Offs is the negative amount determined 
pursuant to clause (Q) of the related Determination Date Statement; and if 
clause (P) is negative, the remaining Purchased Percentage of Charge-Offs is 
the full amount of the Purchased Percentage of Charge-Offs which is set forth 
in clause (O) of the related Determination Date Statement) for application by 
the Servicer in accordance with the provisions of Section 4.7 governing 
Principal Collections; and, third, to the Servicer to the extent of the amount 
necessary to pay in full the Purchased Percentage of the Servicing Fee for the 
immediately preceding Collection Period (if clause (S) is positive, the 
remaining Purchased Percentage of the Servicing Fee is the negative amount 
determined pursuant to clause (V-i) of the related Determination Date 
Statement; and if clause (S) is negative, the remaining Purchased Percentage of 
the Servicing Fee is the full Purchased Percentage of the Servicing Fee which 
is set forth in clause (U) of the related Determination Date Statement).
  Section 4.7  Purchased Percentage of Principal Collections.
  (a)  The Company agrees that, on each Business Day during each Collection 
Period prior to the Termination Date, the Servicer shall, either, at HSB's 
option, (i) remit to HSB the Purchased Percentage of Principal Collections 
processed on the related Date of Processing or (ii) allocate to the Company the 
Purchased Percentage of Principal Collections processed on the related Date of 
Processing for application on the Remittance Date for the related Collection 
Period as a credit to the Agent's Account for distribution to the Company as a 
reduction in the Net Certificate Amount; provided that, if the UAL Ratings 
Trigger shall have occurred, the Purchased Percentage of all Principal 
Collections on Receivables on which UAL Corporation is the Merchant shall be 
allocated to the Company and applied and distributed in accordance with Section 
4.7(a)(ii); provided, further, that, if the AMR Ratings Trigger shall have 
occurred, the Purchased Percentage of all Principal Collections on Receivables 
on which AMR Corp. is the Merchant shall be allocated to the Company and 
applied and distributed in accordance with Section 4.7(a)(ii).  Allocations to 
the Company pursuant to clause (ii) above shall be held for the Company by the 
Servicer as provided in Section 4.4(a)(i).
  (b)  On each Remittance Date for the Collection Period ending on or after the 
Termination Date, the Servicer shall remit to the Agent's Account by electronic 
funds transfer of immediately available funds the amount (but not more than the 
Net Certificate Amount) determined by it pursuant to clause (k) (the Purchased 
Percentage of Principal Collections) of the related Determination Date 
Statement until the Net Certificate Amount has been reduced to zero.
  Section 4.8  Termination.
  (a)  The obligation under this Agreement to credit or remit amounts to the 
Agent's Account or to make payments on the Barton Certificate shall terminate 
on the earlier of (i) the day after the Remittance Date upon which, after 
giving effect to the remittance of any amount credited pursuant to Section 4.7, 
including, without limitation, any amounts remitted pursuant to Section 2.9 or 
3.3, the Net Certificate Amount shall be zero, and all other amounts due 
hereunder shall have been paid in full, including, without limitation, the 
amount of the Company's existing obligations which comprise Carrying Costs on 
such Remittance Date but which have not yet accrued been reserved for or paid, 
including the Interest Component on all outstanding Commercial Paper used to 
fund the Purchased Interest that will not mature on or prior to such Remittance 
Date but that will accrue in the future, but excluding the amount of any 
Program Fee or Commitment Fee which has not yet accrued (the "Prepayment 
Amount"), and (ii) the date which is ten years subsequent to the Expiration 
Date.  On the final Remittance Date, the Servicer's obligation to make any such 
credit shall be limited to such amount as shall, when applied in reduction of 
any remaining Net Certificate Amount, make any such remaining Net Certificate 
Amount equal to zero and pay any other amount due to the Company hereunder, 
including, without limitation, the Prepayment Amount, and the Servicer shall 
remit any remaining Principal Collections to HSB.  The Servicer shall furnish 
to the Company and the Agent not later than the related Determination Date 
written notice to the effect that the following Remittance Date will be the 
final Remittance Date for the Barton Certificate.
  (b)  The Agent, on behalf of the Company, shall invest any amounts received 
from the Servicer with respect to the Commercial Paper which has not yet 
matured and Carrying Costs which have not yet accrued in Permitted Investments. 
If the Agent receives any such amounts by 10:00 a.m., New York City time, on 
the Remittance Date, the Agent shall invest such amounts in Permitted 
Investments described in clause (ii) of the definition thereof maturing, in 
each case, no later than the date on which the Commercial Paper matures or such 
Carrying Costs are payable by the Company, as the case may be. If the Agent 
receives any such amounts after 10:00 a.m., New York City time, on the 
Remittance Date, the Agent shall invest such amounts in Permitted Investments 
described in clause (iii) thereof until the next Business Day and, thereafter, 
shall invest such amounts in Permitted Investments described in clause (ii) of 
the definition thereof maturing, in each case, no later than the date on which 
such Commercial Paper matures or such Carrying Costs are payable by the 
Company, as the case may be.  Within two Business Days of the payment by the 
Company of any Commercial Paper or Carrying Costs, as the case may be, the 
Agent shall remit to HSB the investment income on the amount paid by the 
Company.
  (c)  On the final Remittance Date, the Company shall automatically and 
without further action be deemed to transfer, assign, set-over and otherwise 
convey to HSB, without recourse, representation or warranty, other than a 
representation by the Company that it has not created any liens or similar 
encumbrances on the Transferred Property which have not been released, all the 
right, title and interest of the Company in and to the Transferred Property and 
shall return the Barton Certificate to HSB for cancellation.  The Company shall 
execute such documents and instruments of transfer or assignment and take such 
other actions as shall reasonably be requested by HSB to effect the conveyance 
of the Transferred Property pursuant to this subsection.
  Section 4.9  Remittances to the Company.  On each Remittance Date, the 
Servicer shall remit amounts payable to the Agent by transferring funds by 
electronic funds transfer to the Agent's Account on or before 11:00 a.m., New 
York City time, on such Remittance Date pursuant to Section 4.6(a) and Section 
4.7.  The foregoing notwithstanding, the final remittance in respect of the 
Barton Certificate (including for this purpose any purchase by HSB pursuant to 
Section 3.3(a) or 2.9) shall be made in the applicable manner specified above 
only upon presentation and surrender of the Barton Certificate at the office of 
the Servicer specified by it in the notice of such final remittance or 
repurchase.
  Section 4.10  Other Rights of the Agent.
  (a)  The Agent is hereby authorized, at any time after the occurrence of a 
Servicer Transfer Event described in clause (vi) of the definition thereof upon 
three Business Days' notice to HSB and the Servicer and at HSB's expense, to 
direct the Obligors of the Receivables to make all further payments in respect 
of the Receivables to a lock-box account under the control of the Servicer and 
containing at all times only Collections.
  (b)  The Agent is hereby authorized at any time after the occurrence of a 
Servicer Transfer Event and the designation of a Successor Servicer to take any 
and all steps in SPS's name and on behalf of SPS necessary or desirable, in the 
determination of the Successor Servicer or the Agent, to collect all amounts 
due under any and all Accounts, including, without limitation, endorsing SPS's 
name on checks and other instruments representing Collections, and enforcing 
the Receivables.
  Section 4.11  Adjustments for Reversals.  The aggregate balance of Principal 
Receivables that are Eligible Receivables used to calculate the Receivables 
Balance which is used to calculate the Purchased Percentage and the Seller 
Amount shall be reduced by the Servicer as of the Collection Period End Date 
for the Collection Period in which any Reversals are made by the amount of such 
Reversals.
  If, on any Collection Period End Date as calculated on the fifth Business Day 
after such Collection Period End Date, the Seller Amount equals less than 5% of 
the remaining Receivables Balance on such Collection Period End Date as a 
result of Reversals during the related Collection Period, HSB and SPS 
Transaction Services, Inc. ("SPST"), jointly and severally, shall either (i) 
designate a number of additional accounts to be included as Accounts hereunder 
within three Business Days (or such shorter number of days such that the total 
number of days elapsed since the Collection Period End Date shall not exceed 
10) in accordance with Section 2.5, such that the Seller Amount will be at 
least equal to 5% of the Receivables Balance after such inclusion and addition 
or (ii) remit within three Business Days (or such shorter number of days such 
that the total number of days elapsed since the Collection Period End Date 
shall not exceed 10) an amount equal to the amount by which such Reversal 
causes the Seller Amount to be less than 5% of the remaining Receivables 
Balance to the Servicer.  Such remittance or deposit shall be applied, prior to 
the Termination Date, in accordance with Section 4.7(a)(ii) and, on or after 
the Termination Date, in accordance with Section 4.7(b).
  Section 4.12  Annual Accountants Report.  On or before May 15 of each year 
the Servicer, at its expense, shall cause a firm of nationally recognized 
independent accountants (within the meaning of the Securities Act of 1933, as 
amended) to furnish a report or reports (which report(s) shall include, whether 
or not set forth in Schedule II, without limitation, the Report on Policies and 
Procedures Placed in Operation and Tests of Operating Effectiveness - Private 
Label Credit Card and Electronic Point-of-Sale Transaction Processing Services) 
to the Company and the Agent, substantially to the effect set forth in Schedule 
II, covering the prior calendar year, setting forth such exceptions or errors 
in records that, in the opinion of such firm, are immaterial to the interests 
of the Company and such other exceptions as were found.
  Section 4.13  Annual Statement as to Compliance.  The Servicer will deliver 
to the Company and the Agent on or before May 15 of each year, a certificate of 
the Servicer signed on behalf of the Servicer by an officer of the Servicer and 
stating that (i) a review of the activities of the Servicer relating to the 
servicing of the Receivables during the preceding calendar year and of its 
performance under this Agreement has been made under such officer's 
supervision, and (ii) to the best of such officer's knowledge, based on such 
review, the Servicer has fulfilled in all material respects all its obligations 
under this Agreement throughout the period covered by such review, or, if there 
has been a default in the fulfillment of any such obligations, specifying each 
such default known to such officer and the nature and status thereof.
                                     ARTICLE V
                              MERGER AND CONSOLIDATION
  Section 5.1  Merger or Consolidation of HSB, SPS or Limited Guarantor. Any 
Person into which HSB, SPS or Limited Guarantor may be merged or converted or 
with which it may be consolidated, or any Person resulting from any merger, 
conversion or consolidation to which HSB, SPS or the Limited Guarantor shall be 
a party, or any Person succeeding to the business of HSB, SPS or the Limited 
Guarantor shall be deemed to have assumed and be the successor to all of the 
duties and obligations of HSB, SPS or the Limited Guarantor, as the case may 
be, hereunder, without the execution or filing of any paper or any further act 
on the part of any of the parties hereto, anything herein to the contrary 
notwithstanding; provided that such Person shall execute such agreements, 
documents and instruments as may be requested by the Agent to evidence such 
Person's assumption of the obligations of HSB, SPS or the Limited Guarantor, as 
the case may be, hereunder, including, without limitation, the execution and 
filing of UCC financing statements or amendments thereto.
                                  ARTICLE VI
                    TERMINATION EVENTS; SERVICING TRANSFER EVENTS
  Section 6.1  Termination Events.  The occurrence and continuation of any one 
of the following events shall be a "Termination Event" under this Agreement:
  (a)  the failure on the part of SPST or the Limited Guarantor to make any 
payments when due hereunder in accordance with Section 4.11 and Section 9.1, 
respectively, and the continuation of such failure for a period of five days or 
the failure on the part of HSB (other than those relating to withdrawals from 
the Cash Collateral Account and other transfers made or to be made by the 
Agent) to make any other payments when due hereunder and the continuation of 
such failure for a period of fifteen days;
  (b)  the failure on the part of HSB or the Limited Guarantor to observe or 
perform in any material respect any other term, covenant, condition or 
agreement provided for herein or in the Barton Certificate and the continuation 
of such failure for 30 days from the date HSB or the Limited Guarantor, as the 
case may be, had knowledge or notice of such failure;
  (c)  any representation or warranty made by HSB or the Limited Guarantor 
under or in connection with this Agreement or any Determination Date Statement 
or other information, report or statement delivered pursuant hereto shall have 
been false or incorrect when made or deemed made in any material respect and, 
provided, that if such representation or warranty shall be amenable to cure, 
HSB and/or the Limited Guarantor shall have thirty days from the date HSB had 
knowledge of such falsehood or incorrectness to effect such cure, and, 
provided, further, that the preceding proviso shall only apply if cure can be 
effected without adverse effect upon the Company or the Agent and HSB or the 
Limited Guarantor shall be diligently working to effect such cure;
  (d)  the occurrence of an Event of Bankruptcy with respect to HSB, the 
Limited Guarantor, SPST, SPS or any Affiliate Successor Servicer;
  (e)  the average of the Portfolio Yield for any three consecutive Collection 
Periods is less than the sum of the average Certificateholder's Interest Rate 
for the Remittance Dates for such Collection Periods and the sum of the average 
Servicing Fee Rate for such Collection Periods;
  (f)  HSB, SPST, SPS or any Affiliate Successor Servicer is not directly or 
indirectly owned or controlled by the Limited Guarantor or, if HSB, SPST, SPS 
or any Affiliate Successor Servicer are so owned or controlled, the long-term 
unsecured debt of the Limited Guarantor (or successor thereof by merger, 
consolidation or otherwise) is not rated at least BBB- by S&P and Baa3 by 
Moody's; it being understood that for the purposes of this clause (f), 
"control" of a Person means the power, directly or indirectly, to direct or 
cause the direction of the management and policies of such Person, whether by 
contract or otherwise;
  (g)  [reserved];
  (h)  Except as permitted hereunder, SPS or any Affiliate Successor Servicer 
resigns as Servicer;
  (i)  HSB at any time fails to be "adequately capitalized" for a period of 30 
consecutive days, as such term is defined by the appropriate federal regulatory 
body for the purposes of the Prompt Corrective Action Regulations;
  (j)  HSB fails to pay any Debt exceeding in the aggregate $10,000,000, or any 
interest or premium thereon or any installment thereof, when due (whether by 
scheduled maturity, required prepayment, acceleration, demand or otherwise) and 
such failure continues after the applicable grace period, if any, specified in 
the agreement or instrument relating to such Debt; or (ii) any other default 
under any agreement or instrument relating to any Debt exceeding in the 
aggregate $10,000,000, or any other event, occurs and continues after the 
applicable grace period, if any, specified in such agreement or instrument, if 
the effect of such default or event is to accelerate, or to permit the 
acceleration of, the maturity of such Debt; or (iii) any Debt exceeding in the 
aggregate $10,000,000 is declared to be due and payable or required to be 
prepaid (other than by a regularly scheduled required prepayment) prior to the 
stated maturity thereof;
  (k)  the Internal Revenue Service files notice of a lien pursuant to Section 
6323 of the Internal Revenue Code with regard to any of the assets of HSB in 
excess of $1,000,000 and such lien is not released within 30 days, or the 
Pension Benefit Guaranty Corporation files, or indicates its intention to file, 
notice of a lien in excess of $1,000,000.  pursuant to Section 4068 of ERISA 
with regard to any of the assets of HSB;
  (l)  subject to the proviso hereto, the Seller Amount calculated with respect 
to any Collection Period End Date is equal to less than (i) 5% of the 
Receivables Balance on such Collection Period End Date, plus, (ii) if 
applicable,  (x) if at such time the long-term unsecured debt rating of United 
Airlines Corporation is less than B+ by S&P or B1 by Moody's, an amount equal 
to the greater of  (A) the amount of Receivables created due to new charges 
during the immediately preceding Collection Period from Accounts with respect 
to which United Airlines Corporation is the Merchant and  (B) the monthly 
average of Receivables created due to new charges during the immediately 
preceding three Collection Periods on Accounts with respect to which United 
Airlines Corporation is the Merchant, and  (y) if at such time the long-term 
unsecured debt rating of AMR Corp. is less than B+ by S&P or B1 by Moody's, an 
amount equal to 66.67% of the greater of  (A) the amount of Receivables created 
due to new charges during the immediately preceding Collection Period from 
Accounts with respect to which American Airlines, Inc. is the Merchant and  (B) 
the monthly average of Receivables created due to new charges during the 
immediately preceding three Collection Periods on Accounts with respect to 
which American Airlines, Inc. is the Merchant; provided, that a Termination 
Event that occurs by reason of the operation of clause (i) and/or (ii) above, 
unless cured prior thereto, shall be deemed to occur on the tenth day following 
such Collection Period End Date;
  (m)  as of any Determination Date, the aggregate balances of the Principal 
Receivables in Accounts with respect to any Merchant as of the close of 
business on the immediately preceding Collection Period End Date exceeded the 
Concentration Limit with respect to such Merchant on such date and, other than 
as a result of its failure to satisfy the condition set forth in clause (iii) 
of Section 2.6(b), HSB fails to remove a number of Accounts with respect to 
such Merchant pursuant to Section 2.6 or, other than as a result of its failure 
to satisfy the conditions set forth in clause (iii) of Section 2.5(b), HSB 
fails to add a number of Additional Accounts pursuant to Section 2.5, in each 
case, such that the aggregate balances of all Principal Receivables in the 
Accounts with respect to such Merchant as of the close of business on the 
second Collection Period End Date following such Collection Period exceeded the 
Concentration Limit with respect to such Merchant on such date.
  Section 6.2  Remedies.  If (i) a Termination Event described in paragraph  
(d) of Section 6.1 above shall have occurred, the Termination Date shall 
thereupon automatically occur, (ii) if a Termination Event described in 
paragraphs (e) or (l) of Section 6.1 shall have occurred, the Termination Date 
shall automatically occur upon the expiration of the cure period set forth in 
such Termination Events, if any, and (iii) if any other Termination Event 
specified in Section 6.1 shall have occurred, the Agent shall have the right to 
declare by written notice to HSB any Remittance Date occurring at least seven 
days after such notice as the Termination Date.  This Section 6.2 constitutes 
written notice by the Agent to HSB that the Termination Date shall 
automatically occur in the circumstances and at the times described in clauses 
(i) and (ii) above.  No additional notice of any kind shall be required as a 
condition of the occurrence of the Termination Date in the circumstances 
described in said clauses.  Upon the occurrence of the Termination Date, the 
Company shall have all of the rights and remedies provided to a secured 
creditor or a purchaser of accounts under the Uniform Commercial Code and by 
applicable law in respect thereto. If (i) a Termination Event described in 
paragraph (d) or (i) of Section 6.1 shall have occurred or (ii) a Servicer 
Transfer Event shall have occurred, the Agent may, by notice given in writing 
to SPS (a "Servicer Termination Notice"), terminate all of the rights and 
obligations of SPS as Servicer under this Agreement; provided, however, that no 
such termination shall affect the obligations of SPS under Section 7.1 or 
Section 7.2, which obligations shall survive any such termination.  If SPS 
disputes the occurrence of a Servicer Transfer Event described in paragraph 
(ii) or (v) of the definition thereof, SPS and the Agent shall, in order to 
resolve such dispute in an expedited manner, submit such dispute to the 
American Arbitration Association, New York, New York, pursuant to the 
Association's expedited arbitration rules; provided that, reasonable 
out-of-pocket expenses of the prevailing party (including, without limitation, 
fees and expenses of counsel to each party) shall be paid by the non-prevailing 
party; provided further that, if such dispute is not resolved within 30 days 
after the Agent notifies SPS of the occurrence of a Servicer Transfer Event, 
SPS must terminate its activities as the Servicer and allow the newly 
designated Servicer to perform such activities on the date provided by the 
Agent as described above, notwithstanding the commencement or continuation of 
any proceeding to resolve the aforementioned dispute.  If SPS disputes the 
occurrence of a Servicer Transfer Event described in paragraph (ii) or (v) of 
the definition thereof, such Servicer Transfer Event shall not be deemed to 
have occurred for the purposes of this Agreement until the determination 
through arbitration that such Servicer Termination Event has in fact occurred 
or, if earlier, on the thirty-first day after the Agent notifies SPS of such 
occurrence.  Notwithstanding any termination of the rights and obligations of 
SPS as Servicer, SPS shall remain responsible for any acts or omissions to act 
by it as Servicer prior to such termination.
  Section 6.3  Successor Servicer.  (a) After receipt by SPS of a Servicer 
Termination Notice, and on the date that a Successor Servicer shall have been 
appointed by the Agent pursuant to Section 6.4, all authority and power of SPS 
as Servicer under this Agreement shall pass to and be vested in a Successor 
Servicer; and, without limitation, the Agent is hereby authorized and empowered 
(upon the failure of SPS to cooperate) until termination of this Agreement 
pursuant to Section 4.8 to execute and deliver, on behalf of SPS as 
attorney-in-fact or otherwise, all documents and other instruments upon the 
failure of SPS to execute or deliver such documents or instruments, and to do 
and accomplish all other acts or things necessary or appropriate to effect the 
purposes of such transfer of servicing rights.
  (b)  SPS agrees to cooperate with the Agent and such Successor Servicer in 
effecting the termination of the responsibilities and rights of SPS to conduct 
servicing hereunder, including, without limitation, the transfer to such 
Successor Servicer of all authority of SPS to service the Receivables (and the 
Purchased Interest therein) provided for under this Agreement, including, 
without limitation, all authority over all Collections which shall on the date 
of transfer be held by SPS for deposit, or which shall thereafter be received 
with respect to the Receivables.
  (c)  SPS shall promptly transfer its electronic records (i.e. its computer 
tapes and disks on which data relating to the Receivables is stored but, 
subject to this subsection (c), excluding computer hardware and proprietary or 
licensed software) relating to the Receivables (and the Purchased Interest 
therein) to the successor Servicer in such electronic form as the Successor 
Servicer may reasonably request and shall promptly transfer to the Successor 
Servicer all other records, correspondence and documents necessary for the 
continued servicing of the Receivables in the manner and at such times as the 
Successor Servicer shall reasonably request.  To the extent that compliance 
with this Section shall require SPS to disclose to the Successor Servicer 
information of any kind which SPS reasonably deems to be confidential, the 
Successor Servicer shall be required to enter into such customary licensing and 
confidentiality agreements as SPS shall deem necessary to protect its interest. 
In addition, the Servicer shall use reasonable efforts to arrange, to the 
satisfaction of the Agent, such amendments to licenses of computer software as 
are necessary or desirable to permit the Agent to effect such transfer of 
servicing.
  Section 6.4  Agent to Act; Appointment of Successor.  (a) On and after the 
receipt by SPS of a Servicer Termination Notice pursuant to Section 6.2, SPS 
shall continue to perform all servicing functions under this Agreement until 
the date specified in the Servicer Termination Notice or otherwise specified by 
the Agent in writing or, if no such date is specified in the Servicer 
Termination Notice, or otherwise specified by the Agent, until a date mutually 
agreed upon by SPS and the Agent.  The Agent shall as promptly as possible 
after the giving of a Servicer Termination Notice appoint a successor servicer 
(the "Successor Servicer").  HSB shall have the right to request the Agent to 
appoint an Affiliate of Limited Guarantor as Successor Servicer but the Agent 
shall retain the right to appoint the Successor Servicer in its sole 
discretion.  The Successor Servicer appointed by the Agent shall accept its 
appointment by a written assumption in a form acceptable to the Agent.  The 
Successor Servicer shall agree in any such written assumption that it will not 
establish a relationship with any Merchant similar to that maintained by HSB 
with such Merchant pursuant to the Merchant Agreement to which such Merchant is 
a party.  The Agent may obtain bids from any potential successor servicer. In 
the event that a Successor Servicer has not been appointed or has not accepted 
its appointment at the time when SPS ceases to act as Servicer, the Agent 
without further action shall automatically be appointed the Successor Servicer. 
Notwithstanding the above, the Agent shall, if it is legally unable so to act, 
petition a court of competent jurisdiction to appoint any established financial 
institution having a net worth of not less than $100,000,000 and whose regular 
business includes the servicing of individual revolving credit accounts the 
Successor Servicer hereunder.
(b)  Upon its appointment, the Successor Servicer shall be the successor in all 
respects to SPS with respect to servicing functions under this Agreement and 
shall be subject to all the responsibilities, duties and liabilities relating 
thereto placed on SPS by the terms and provisions hereof, and all references in 
this Agreement to SPS as servicer shall be deemed to refer to the Successor 
Servicer; provided, however, that HSB and SPS shall not indemnify the Agent if 
the acts, omissions or alleged acts or omissions upon which a claim for 
indemnification arises pursuant to Section 7.1 constitute fraud, gross 
negligence, or willful misconduct by a Successor Servicer.  With the prior 
written consent of the Agent, the Successor Servicer shall expressly be 
authorized to delegate any of its duties hereunder to SPS or any of its 
Affiliates on and after the date of any transfer of servicing pursuant to this 
Article VI.
  (c)  In connection with such appointment and assumption, the Agent shall be 
entitled to such compensation, or may make such arrangements for the 
compensation of the Successor Servicer out of Collections, as it and such 
Successor Servicer shall agree; provided, however, that no such compensation 
for any Collection Period shall be in excess of 2% per annum on the average 
amount of the Principal Receivables during such Collection Period.
  (d)  All authority and power granted to the Successor Servicer under this 
Agreement shall automatically cease and terminate upon termination of this 
Agreement pursuant to Section 4.8 and shall pass to and be vested in SPS and, 
without limitation, SPS is hereby authorized and empowered to execute and 
deliver, on behalf of the Successor Servicer, as attorney-in-fact or 
otherwise,all documents and other instruments, and to do and accomplish all 
other acts or things necessary or appropriate to effect the purposes of such 
transfer of servicing rights.  The Successor Servicer agrees to cooperate with 
SPS in effecting the termination of the responsibilities and rights of the 
Successor Servicer to conduct servicing of the Receivables relating to the 
Purchased Interest.  The Successor Servicer shall transfer its electronic 
records relating to the Receivables to SPS in such electronic form as SPS may 
reasonably request and shall transfer all other records, correspondence and 
documents to SPS in the manner and at such times as SPS shall reasonably 
request.  To the extent that compliance with this Section 6.4 shall require the 
Successor Servicer to disclose to SPS information of any kind which the 
Successor Servicer deems to be confidential, SPS shall be required to enter 
into such customary licensing and confidentiality agreements as the Successor 
Servicer shall deem reasonably necessary to protect its interests.
  (e)  It shall be understood and agreed that the Agent may enter into a 
servicing agreement with such Successor Servicer pursuant to such terms as are 
consistent with the servicing terms hereof (and no more burdensome to Seller or 
SPS), as the Agent shall deem necessary or desirable; which terms may provide 
for the replacement of such Successor Servicer pursuant to such conditions as 
the Agent shall deem necessary or desirable.
  Section 6.5  Monitoring.  If the Agent does not elect to replace SPS  or an 
Affiliate Successor Servicer with a Successor Servicer following the occurrence 
of a Servicer Transfer Event, the Agent shall have the right to appoint a firm 
of public accountants to monitor the servicing of the Receivables by SPS or an 
Affiliate Successor Servicer and to furnish to the Company and the Agent, at 
the expense of SPS, such letters, certificates or reports thereon as the 
Company or the Agent shall reasonably request.  Any fees of the firm of public 
accountants retained by the Agent as above provided for work performed 
subsequent to the curing of such Servicer Transfer Event shall be at the 
expense of the Agent; provided, however, if the Company or the Agent shall 
request, SPS or an Affiliate Successor Servicer shall cooperate with such firm 
in the subsequent monitoring of its servicing of the Receivables pursuant to 
this Agreement notwithstanding any fees in connection therewith shall not be at 
the expense of SPS.
                                   ARTICLE VII
                                 INDEMNIFICATION
  Section 7.1  Indemnification.  (a) By entering into this Agreement, each of 
HSB and SPS, jointly and severally (except in the case of Section 7.1(ix) only, 
each of HSB and SPS, severally and not jointly), agrees to be liable, directly 
to any Affected Party as a third party beneficiary, for the entire amount of 
any and all damages, losses, claims, liabilities and any costs and expenses 
relating thereto or otherwise, including reasonable attorneys' fees and 
disbursements (all of the foregoing being collectively referred to as "Losses") 
awarded against or incurred by it arising out of or as a result of this 
Agreement or the ownership of the Purchased Interest or in respect of any 
Receivable, any Account or any Credit Card Agreement, excluding, however, (i) 
Losses to the extent resulting from gross negligence, willful misconduct or 
fraud on the part of any Affected Party, (ii) recourse for uncollectible 
Receivables, (iii) any Business Taxes incurred by any Affected Party arising 
out of or as a result of this Agreement or the ownership of the Purchased 
Interest or in respect of any Receivable, any Account or any Credit Card 
Agreement or (iv) any costs and expenses incurred by the Company in the 
ordinary course of its business (including overhead and periodic legal and 
auditing fees not principally related to this Agreement) and any other costs 
and expenses which were not incurred by the Company in connection with this 
Agreement or the ownership of the Purchased Interest (clauses (i) through (iv) 
collectively, "Excluded Amounts") (all Losses other than Excluded Amounts being 
the "Indemnified Amounts").  Without limiting the foregoing (but subject to the 
exclusions set forth above), HSB and SPS shall pay on demand to each Affected 
Party any and all amounts necessary to indemnify such Affected Party for 
Indemnified Amounts relating to or resulting from:
    (i)  the creation of the Purchased Interest in any Receivable (A) which is 
not at the date of the creation of such interest an Eligible Receivable or (B) 
which thereafter ceases to be an Eligible Receivable;
    (ii)  reliance on any representation or warranty made by HSB, the Servicer 
or the Limited Guarantor (or any of their respective officers) under or in 
connection with this Agreement, any Determination Date Statement or any other 
information or report delivered by them pursuant hereto which shall have been 
false or incorrect in any material respect when made or deemed made;
    (iii)  the failure by HSB, the Servicer or the Limited Guarantor to comply 
with any term, provision or covenant contained in this Agreement, or with any 
Requirement of Law applicable to any Receivable, any Account or any Credit Card 
Agreement, or the nonconformity of any Receivable, any Account or any Credit 
Card Agreement with any Requirement of Law, including, without limitation, 
Regulation Z of the Board of Governors of the Federal Reserve System and the 
laws and regulations of the various states of the United States of America;
    (iv)  the failure to vest in the Company or to transfer to the Company an 
undivided percentage ownership interest, to the extent of the Purchased 
Interest, in the Receivables or other Transferred Property, free and clear of 
any Lien not contemplated by this Agreement;
    (v)  the failure to file, or any delay in filing, UCC financing statements 
with respect to any Transferred Property as provided herein;
    (vi)  any dispute, claim, offset or defense (other than discharge in 
bankruptcy of the Obligor) of the Obligor to the payment of any Receivable 
(including, without limitation, a defense based on such Receivable or the 
related Credit Card Agreement not being a legal, valid and binding obligation 
of such Obligor enforceable against it in accordance with its terms);
    (vii)  any investigation, litigation or proceeding directly involving HSB's 
or SPS's performance of this Agreement or the ownership of the Purchased 
Interest or in respect of any Receivable or any other Transferred Property;
    (viii)  the failure to pay when due any taxes, including without 
limitation, sales, excise or personal property taxes, payable in connection 
with the Receivables, the Accounts or the Credit Card Agreements; or
    (ix)  so long as SPS is the Servicer, the commingling of Collections at any 
time with other funds.
  (b)  If any Affected Party shall have notice of any attempt to impose or 
collect any tax or governmental fee or charge for which indemnification will be 
sought from HSB or SPS under Section 7.1(a), such Affected Party shall give 
prompt and timely notice of such attempt to HSB and SPS and HSB and SPS shall 
have the right, at their respective expense, to participate in any proceedings 
resisting or objecting to the imposition or collection of any such tax, 
governmental fee or charge.
  Section 7.2  Yield Protection.
  (a)  If (i) Regulation D or (ii) any Regulatory Change occurring after the 
date hereof
  (w)  shall subject an Affected Party to any tax, duty or other charge with 
respect to the Purchased Interest or any part thereof or shall change the basis 
of taxation of payments to the Affected Party of any Purchased Interest or 
interest thereon owned by, owed to or funded by it or any other amounts due 
under this Agreement in respect of any Purchased Interest owned by or funded by 
it or its obligations or rights, if any, to provide funding therefor (except 
for changes in the rate of tax on the overall net income of such Affected Party 
imposed by the United States of America, by the jurisdiction (including the 
foreign jurisdiction) in which such Affected Party is incorporated, organized, 
managed, controlled or is considered to have its principal executive office and 
by the jurisdiction where such Affected Party is acting for the purposes of 
this Agreement; or
  (x)  shall impose, modify or deem applicable any reserve (including, without 
limitation, any reserve imposed by the Federal Reserve Board, but excluding any 
reserve included in the determination of interest), special deposit or similar 
requirement against assets of any Affected Party, deposits or obligations with 
or for the account of any Affected Party or with or for the account of any 
affiliate (or entity deemed by the Federal Reserve Board to be an affiliate) of 
any Affected Party, or credit extended by any Affected Party; or
  (y)  shall change the amount of capital maintained or required or requested 
or directed to be maintained by any Affected Party; or
  (z)  shall impose any other condition affecting any Purchased Interest owned 
or funded by any Affected Party, or its obligations or rights to provide 
funding therefor;
and the result of any of the foregoing is or would be
  (A)  to increase the cost to (or in the case of Regulation D referred to 
above, to impose a cost on) (I) an Affected Party funding or making or 
maintaining any investment in the Purchased Interest, any purchases, 
reinvestment, or loans or other extensions of credit under the Stand-by 
Purchase Agreement, or any Credit Advance, or any commitment to such Affected 
Party with respect to any of the foregoing, or (II) the Agent for continuing 
its or HSB's relationship with the Company,
  (B)  to reduce the amount of any sum received or receivable by an Affected 
Party under this Agreement or the Barton Certificate, or under the Stand-by 
Purchase Agreement or the Enhancement Agreement with respect thereto, or
  (C)  in the sole determination of such Affected Party, to reduce the rate of 
return on the capital of an Affected Party as a consequence of its obligations 
hereunder or arising in connection herewith to a level below that which such 
Affected Party could otherwise have achieved,
then, subject to compliance with subsection (c) below, at the time specified in 
the next sentence, after written demand by such Affected Party (which demand 
shall be accompanied by a statement setting forth the basis for such demand) 
shall have been delivered to SPS and the Agent, the Servicer shall pay, but 
solely from the Purchased Percentage of Finance Charge Collections available 
therefor pursuant to Section 4.6(a)(viii), to such Affected Party such funds in 
accordance with Section 4.6(a)(viii). Amounts payable to any Affected Party 
hereunder shall be paid from the Purchased Percentage of Finance Charge 
Collections available therefor pursuant to Section 4.6(a)(viii) to such 
Affected Party, (x) if such written demand has been made on or before the last 
Business Day of the calendar month in which such amount arose, on the first 
Remittance Date occurring in the immediately succeeding calendar month and (y) 
if such demand is made after the last Business Day in the calendar month in 
which such amount arose, on the Remittance Date occurring in the immediately 
succeeding calendar month after the month in which the demand was made.  It 
shall be understood and agreed that no demand may be satisfied from funds other 
than from the Purchased Percentage of Finance Charge Collections available 
therefor pursuant to Section 4.6(a)(viii) in accordance with the terms of this 
Agreement.  In no case shall the right to make such demand be, or be deemed to 
be, a separate claim against HSB, SPS, the Limited Guarantor or any Affiliate 
of any of them or against any of their respective officers, directors, 
stockholders, employees or agents and any such right is herewith expressly 
waived.
  (b)  Each Affected Party will promptly notify SPS and the Agent of any event 
of which it has knowledge which will entitle such Affected Party to 
compensation pursuant to this Section 7.2; provided, however, no failure to 
give or delay in giving such notification shall adversely affect the rights of 
any Affected Party to such compensation. Before giving any notice to SPS and 
the Agent pursuant to this Section 7.2, such Affected Party shall take 
reasonable steps with the consent of SPS (which consent shall not unreasonably 
be withheld), including without limitation designation of a different 
applicable lending office (unless such designation will, in the judgment of the 
Affected Party, be otherwise disadvantageous to such Affected Party), if such 
reasonable steps would avoid the need for or reduce the amount of any payment 
that would otherwise be due under this Section 7.2.  Notwithstanding the 
foregoing Section 7.2(a), compensation may be paid to any Affected Party only 
for any amount arising or accruing both:

    (i)  during (x)  any time or period commencing not earlier than the date on 
which such Affected Party notifies SPS and the Agent that it proposes to demand 
such compensation and identifies to SPS and the Agent the statute, regulation 
or other basis upon which the claimed compensation is or will be based, and 
(y) any time or period during which, because of the retroactive application of 
such statute, regulation or other basis, such Affected Party did not know that 
such amount would arise or accrue; and

    (ii)  within six months prior to any demand therefor, accompanied by a 
certificate of such Affected Party claiming compensation and setting forth in 
reasonable detail its computation of the additional amount or amounts to be 
paid to it hereunder.
  (c)  In determining any amount provided for or referred to in this Section 
7.2, an Affected Party may use any commercially reasonable averaging and 
attribution methods (with the concurrence of SPS, which concurrence shall not 
be unreasonably withheld) that it (in its sole discretion) shall deem 
applicable.  Any Affected Party when making a claim under this Section 7.2 
shall submit to SPS a statement containing a reasonably detailed analysis as to 
such increased cost or reduced return (including an appropriate and detailed 
calculation and legal description of the basis therefor), which statement 
shall, in the absence of demonstrable error, be conclusive and binding upon 
SPS.
  Section 7.3  Withholding Taxes.  If (a) HSB, the Servicer or SPS is required 
at any time to make any deduction or withholding for or on account of any Tax 
from any sum owed, paid or payable by HSB, the Servicer or SPS to or for the 
account of any Affected Party hereunder and (b) such requirement results from a 
Change in U.S. Tax Law and not from any action or omission by such Affected 
Party (including any failure by such Affected Party to provide tax forms as 
required by the Stand-by Purchase Agreement or to conduct its business so that 
payments to or for the account of such Affected Party hereunder are effectively 
connected to the conduct by such Affected Party of a trade or business in the 
United States), the Servicer shall pay, upon written notice setting forth such 
claim in reasonable specificity, but solely from the Purchased Percentage of 
Finance Charge Collections available therefor pursuant to Section 4.6(a)(viii), 
to such Affected Party such funds in accordance with Section 4.6(a)(viii) such 
additional amount as is necessary to ensure that such Affected Party receives 
and retains free from any liability, except as provided for in the last 
sentence of this Section 7.3, a net sum equal to that which such Affected Party 
would have received and retained had no such deduction or withholding been 
required or made.  Amounts payable to any Affected Party hereunder shall be 
paid from the Purchased Percentage of Finance Charge Collections available 
therefor pursuant to Section 4.6(a)(viii) to such Affected Party, (x) if such 
written demand has been made on or before the last Business Day of the calendar 
month in which such amount arose, on the first Remittance Date occurring in the 
immediately succeeding calendar month and (y) if such demand is made after the 
last Business Day in the calendar month in which such amount arose, on the 
Remittance Date occurring in the immediately succeeding calendar month after 
the month in which the demand was made.  It shall be understood and agreed that 
no demand may be satisfied from funds other than from the Purchased Percentage 
of Finance Charge Collections available therefor pursuant to Section 
4.6(a)(viii) in accordance with the terms of this Agreement.  In no case shall 
the right to make such demand be, or be deemed to be, a separate claim against 
HSB, SPS, the Limited Guarantor or any Affiliate of any of them or against any 
of their respective officers, directors, stockholders, employees or agents and 
any such right is herewith expressly waived.  If pursuant to this Section 7.3, 
any Affected Party receives an increased payment with respect to Tax, and such 
Affected Party also recovers any portion of such Tax from the applicable taxing 
authority such that the total amount of the payments and the recovered Tax 
exceeds the amount stated to be payable with respect to such Affected Party, 
such Affected Party shall remit any such excess to the Servicer, or if the 
Servicer is a successor Servicer, paid to HSB.

                                   ARTICLE VIII
                              CONDITIONS OF PURCHASE
  Section 8.1  Conditions Precedent.  The effectiveness of this Agreement is 
subject to the condition precedent that, on or before the date of such 
purchase, the Agent shall have received the following, each (unless otherwise 
indicated) dated such date and in form and substance satisfactory to the Agent:
  (a)  A copy of the resolutions of the Board of Directors of HSB approving 
this Agreement as amended and restated and the other documents to be delivered 
by it hereunder and the transactions contemplated hereby, certified by an 
officer of HSB;
  (b)  certificate of an officer of HSB 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 (on which certificate the 
Agent and the Company may conclusively rely until such time as the Agent shall 
receive from HSB a revised certificate meeting the requirements of this 
subsection (b));
  (c)  A certificate of the Secretary or Assistant Secretary of SPST 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 (on 
which certificate the Agent and the Company may conclusively rely until such 
time as the Agent shall receive from SPST a revised certificate meeting the 
requirements of this subsection(c));
  (d)  A copy of the resolutions of the Board of Directors of the Servicer 
approving this Agreement and the other documents to be delivered by it 
hereunder and the transactions contemplated hereby, certified by its Secretary 
or Assistant Secretary;
  (e)  A certificate of the Secretary or Assistant Secretary of the Servicer 
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 (on which certificate the Agent and the Company may conclusively rely 
until such time as the Agent shall receive from the Servicer a revised 
certificate meeting the requirements of this subsection (e));
  (f)  A certificate of the Secretary or Assistant Secretary of the Limited 
Guarantor 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 (on which certificate the Agent and the Company may conclusively 
rely until such time as the Agent shall receive from the Limited Guarantor a 
revised certificate meeting the requirements of this subsection (f));
  (g)  The Cash Collateral Deposit Agreement, duly executed and delivered;
  (h)  Confirmation of initial deposit into Cash Collateral Account;
  (i)  Opinion of Counsel to HSB, SPS, the Limited Guarantor, SPST and the Cash 
Collateral Depositor as to corporate authority, etc. in substantially in the 
form of Exhibit G; 
  (j)  Opinion of Counsel to HSB, SPS and the Cash Collateral Depositor 
regarding perfection in the Cash Collateral Account in substantially the form 
of Exhibit H; and
  (k)  Letter from each Rating Agency confirming its ratings on the Company's 
Commercial Paper.
  Section 8.2  Conditions Precedent to Effectiveness, Additional Accounts, 
Removed Accounts and Maintenance of Net Certificate Amount  Each increase of 
the Certificate Amount pursuant to Section 2.4, each addition of Accounts 
pursuant to Section 2.5 and each removal of Accounts pursuant to Section 2.6 
(a) and (b) shall be subject to the conditions precedent that on the date of 
such purchase, increase, addition, removal or remittance the following 
statements shall be true (and HSB shall be deemed to have certified that):
  (a)  The representations and warranties contained in Article III are true and 
correct on and as of such day as though made on and as of such day and shall be 
deemed to have been made on such day; and
  (b)  No event has occurred and is continuing, or would result from such 
purchase, increase, addition, removal or remittance, that constitutes a 
Termination Event or would constitute a Termination Event but for the 
requirement that notice be given or time elapse or both.
                                   ARTICLE IX
                             THE LIMITED GUARANTEE
  Section 9.1  Limited Guarantee.
  (a)  The Limited Guarantor hereby unconditionally and irrevocably guarantees 
(the "Limited Guarantee") to the Company the prompt performance by HSB, SPS and 
any Affiliate Successor Servicer of their respective duties to deposit to the 
relevant Account and/or pay over to the Company Collections actually received 
and processed by them as and when required by the terms of this Agreement (the 
"Guaranteed Obligation").  The Guaranteed Obligation shall include performance 
by HSB, SPS or any Affiliate Successor Servicer of their respective duties to 
deposit or pay over Collections actually received and processed by them, but 
not deposited or paid over in accordance with the terms of this Agreement on 
the grounds that a court in connection with insolvency proceedings with respect 
to any of them has determined that such funds were commingled with other funds 
held or owned by them.  Except as set forth in the preceding sentence with 
respect to commingled funds, it shall be expressly understood and agreed that 
the Guaranteed Obligation shall not include performance by HSB, SPS or any 
Affiliate Successor Servicer of their respective duties to deposit or pay over 
Collections received and processed by them that were required to be paid over 
to any Person by the IRS or the Pension Benefit Guaranty Corporation ("PBGC") 
with a claim to such Collections superior to that of the Company.  The Limited 
Guarantor hereby agrees to make any such payment to the Agent by 11:00 a.m., 
New York City time, on the Remittance Date by wire transfer of immediately 
available funds to the Agent's Account.  The Limited Guarantor further agrees 
to pay any and all reasonable expenses (including, without limitation, all 
reasonable fees and expenses of counsel) which may be paid or incurred by the 
Company or the Agent in enforcing, or obtaining advice of counsel in respect 
of, any of their rights under this Section 9.1.  The Limited Guarantee shall 
remain in full force and effect until the Net Certificate Amount has been 
reduced to zero and all other amounts due to the Company or the Agent have been 
paid in full.
  (b)  The Limited Guarantor waives any and all notice of the creation, 
renewal, extension or accrual of the Guaranteed Obligation and notice of or 
proof of reliance by the Company or the Agent upon the Limited Guarantee or 
acceptance of the Limited Guarantee; the Guaranteed Obligation shall 
conclusively be deemed to have been contracted or incurred in reliance upon the 
Limited Guarantee; and all dealings between HSB, SPS, any Affiliate Successor 
Servicer and the Limited Guarantor, on the one hand, and the Company and the 
Agent, on the other hand, shall likewise be conclusively presumed to have been 
had or consummated in reliance upon the Limited Guarantee.  Except as provided 
in subsection (a) above, the Limited Guarantor waives diligence, protest, 
demand for payment and notice of default or nonpayment to or upon the Limited 
Guarantor with respect to the Guaranteed Obligation.  The Limited Guarantee 
shall be construed as a continuing, absolute and unconditional guarantee of 
payment without regard to (i) the validity or enforceability of any provision 
of this Agreement or any collateral security therefor or right of offset with 
respect thereto at any time or from time to time held by the Company, the 
Agent, Societe Generale or any Bank, (ii) any defense, set off, counterclaim 
(other than a defense of payment) which may at any time be available to or be 
asserted by HSB, SPS or any Affiliate Successor Servicer against the Company or 
the Agent or (iii) any circumstances whatsoever (with or without notice to or 
knowledge of HSB, SPS, any Affiliate Successor Servicer or the Limited 
Guarantor) which constitutes or might be construed to constitute, an equitable 
or legal discharge of HSB, SPS or any Affiliate Successor Servicer for the 
Guaranteed Obligation, or of the Limited Guarantee, in bankruptcy or in any 
other instance.  When the Company or the Agent on behalf of the Company is 
pursuing the Company's rights and remedies under the Limited Guarantee against 
the Limited Guarantor, the Agent or the Company may, but shall be under no 
obligation to, pursue such rights or remedies as it may have against HSB, SPS 
or any Affiliate Successor Servicer or any other Person or against any 
collateral security therefor or any right of offset with respect thereto and 
any failure by the Agent, the Company, Societe Generale or any Bank to pursue 
such other rights or remedies or to collect any payments from HSB, SPS or any 
Affiliate Successor Servicer or any such other Person or to realize upon any 
such collateral security or to exercise any such right of offset, or any 
release of HSB, SPS, or any Affiliate Successor Servicer or any such other 
Person or any such collateral security or right of offset, shall not relieve 
the Limited Guarantor of any liability under the Limited Guarantee, and shall 
not impair or affect the rights and remedies, whether express, implied or 
available as a matter of law, of the Company and the Agent against the Limited 
Guarantor.
  (c)  The Limited Guarantee shall continue to be effective, or be reinstated, 
as the case may be, if at any time payment, or any part thereof, of the 
Guaranteed Obligation is rescinded or must otherwise be restored or returned by 
the Company or the Agent upon the insolvency, bankruptcy, dissolution, 
liquidation or reorganization of HSB, SPS or any Affiliate Successor Servicer 
or upon or as a result of the appointment of a receiver, intervenor or 
conservator or, trustee or similar officer for, HSB, SPS or any Affiliate 
Successor Servicer or any substantial part of its property, or otherwise, all 
as though such payment had not been made.
  (d)  No failure on the part of the Agent or the Company to exercise, and no 
delay in exercising, any right under the Limited Guarantee shall operate as a 
waiver thereof; nor shall any single or partial exercise of any right under the 
Limited Guarantee preclude any other or further exercise thereof or the 
exercise of any other right.  The rights and remedies provided in this Article 
IX are cumulative and not exclusive of any rights or remedies provided by law.
                                     ARTICLE X
                                    THE AGENT
  Section 10.1  Authorization and Action.  The Company hereby appoints and 
authorizes the Agent to take such action as agent on its behalf and to exercise 
such powers under this Agreement as are delegated to the Agent by the terms 
hereof, together with such powers as are reasonably incidental thereto.
  Section 10.2  Agent's Reliance, Etc.  Neither the Agent nor any of its 
directors, officers, agents or employees shall be liable for any action taken 
or omitted to be taken by it or the Agent under or in connection with this 
Agreement (including, without limitation, the servicing, administering or 
collecting the Receivables as Servicer pursuant to Section 6.4), except for its 
or their own gross negligence or willful misconduct or fraud.  Without limiting 
the generality of the foregoing, the Agent:  (a) may consult with legal counsel 
(including counsel for HSB, SPS, the Servicer or the Limited Guarantor), 
independent certified public accountants and other experts selected by it and 
shall not be liable for any action taken or omitted to be taken in good faith 
by it in accordance with the advice of such counsel, accountants or experts; 
(b) makes no warranty or representation to the Company or any other holder of 
any interest in the Transferred Property and shall not be responsible to the 
Company or any such other holder for any statements, warranties or 
representations made in or in connection with this Agreement; (c) shall not 
have any duty to ascertain or to inquire as to the performance or observance of 
any of the terms, covenants or conditions of this Agreement on the part of HSB, 
the Servicer or the Limited Guarantor or to inspect the property (including the 
books and records) of HSB, SPS, the Servicer or the Limited Guarantor; (d) 
shall not be responsible to the Company or any other holder of any interest in 
the Transferred Property for the due execution, legality, validity, 
enforceability, genuineness, sufficiency or value of this Agreement or the 
Barton Certificate; and (e) shall incur no liability under or in respect of 
this Agreement by acting upon any notice (including notice by telephone), 
consent, certificate or other instrument or writing (which may be by facsimile 
or telex) reasonably believed by it to be genuine and signed or sent by the 
proper party or parties.
  Section 10.3  Agent and Affiliates.  Societe Generale and any of its 
Affiliates may generally engage in any kind of business with HSB, SPS, the 
Servicer, the Limited Guarantor or any Obligor, any of their respective 
Affiliates and any Person who may do business with or own securities of HSB, 
SPS, the Servicer, the Limited Guarantor or any Obligor or any of their 
respective Affiliates, all as if Societe Generale were not the Agent and 
without any duty to account therefor to the Company or any other holder of an 
interest in the Transferred Property.
                                  ARTICLE XI
                       ASSIGNMENT OF PURCHASED INTEREST
  Section 11.1  Restrictions on Assignments.  The Company may not assign the 
Purchased Interest to any Person without the prior written consent of HSB; 
provided, however, that
    (i)  The Company may assign, or grant a security interest in, the Purchased 
Interest (or any portion thereof) to Societe Generale (or successor thereof by 
merger, consolidation or otherwise) or any Affiliate of Societe Generale (which 
may then assign the Purchased Interest (or any portion thereof) so assigned or 
any interest therein to any other Affiliate of Societe Generale); and
    (ii)  The Company may assign and grant a security interest in any interest 
in, to and under the Purchased Interest, this Agreement and the Barton 
Certificate to the Collateral Agent, and any successor in such capacity to 
secure the Company's obligations under or in connection with the Commercial 
Paper, the Stand-by Purchase Agreement, the Enhancement Agreement and any 
letter of credit issued thereunder, and certain other obligations of the 
Company incurred in connection with the funding of the Purchased Interest.
Notwithstanding the foregoing, the Company shall be permitted to assign the 
Purchased Interest (or any portion thereof) to an assignee pursuant to clause 
(i) of Section 11.1 above or to a successor Collateral Agent pursuant to clause 
(ii) of Section 11.1 above only if, prior to such assignment, the assignee 
executes and delivers to the Company a confidentiality agreement containing the 
confidentiality requirements set forth in Section 12.12.  The Company shall 
notify HSB of any assignment pursuant to clause (i) of Section 11.1 or to a 
successor Collateral Agent pursuant to clause (ii) of Section 11.1.
  Section 11.2  Rights of Assignee.  Upon assignment by the Company of the 
Purchased Interest (or portion thereof) in accordance with this Article XI, the 
assignee receiving such assignment shall have all of the rights of the Company 
hereunder with respect to the Purchased Interest (or portion thereof).
  Section 11.3  Evidence of Assignment; Endorsement on Barton Certificate.  Any 
assignment of the Purchased Interest (or portion thereof) to any Person may be 
evidenced by an instrument of assignment in substantially the form of Exhibit J 
or by such other instruments or documents as may be satisfactory to the 
Company, the Agent and the assignee.  The Company authorizes the Agent to, and 
the Agent agrees that it shall endorse the Barton Certificate to, reflect any 
assignments made pursuant to this Article XI or otherwise.
  Section 11.4  Rights of the Banks and Collateral Agent.  HSB hereby agrees 
that, upon notice to HSB, the Collateral Agent may exercise all the rights of 
the Agent hereunder, with respect to the Purchased Interest (or portions 
thereof), and Collections with respect thereto, which are owned by the Company, 
and all other rights and interests of the Company in, to and under this 
Agreement and the Barton Certificate.  Without limiting the foregoing, upon 
such notice, the Collateral Agent may (i) give HSB and the Servicer notice of 
the occurrence of an Intermediate Event, (ii) give a Servicer Termination 
Notice pursuant to Section 6.2 and (iii) direct the Servicer to take those 
actions provided for in Section 4.10, in each case, to the same extent as the 
Agent might have done.
                                     ARTICLE XII
                                    MISCELLANEOUS
  Section 12.1  Notices, etc.  Except where telephonic instructions or notices 
are authorized herein to be given, all notices, demands, instructions and other 
communications required or permitted to be given to or made upon any party 
hereto shall be in writing and shall be personally delivered or sent by 
registered, certified or express mail, postage prepaid, return receipt 
requested, or by prepaid Telex, facsimile or telegram (with messenger delivery 
specified in the case of a telegram) and shall be deemed to be given for 
purposes of this Agreement on the day that such writing is delivered or sent to 
the intended recipient thereof in accordance with the provisions of this 
Section 12.1.  Unless otherwise specified in a notice sent or delivered in 
accordance with the foregoing provisions of this Section, notices, demands, 
instructions and other communications in writing shall be given to or made upon 
the respective parties hereto at their respective addresses (or to their 
respective Telex or facsimile numbers) indicated below, and, in the case of 
telephonic instructions or notices, by calling the telephone number or numbers 
indicated for such party below:
    If to the Company:
       Barton Capital Corporation
       6707-D Fairview Road
       Charlotte, North Carolina 28210
       Attention:  Douglas K. Johnson
       Tel. No. 704/365-0569
       Facsimile No. 704/365-1362
    (with a copy to the Agent)
    If to HSB:
       Hurley State Bank
       2500 Lake Cook Road
       Riverwoods, Illinois 60015
       Attention: Robert L. Wieseneck
       Tel. No. 847/405-0900
       Facsimile No. 847/405-3854
    With a copy to:
       Dean Witter, Discover & Co.
       Office of the Treasurer
       Two World Trade Center, 56th Floor
       New York, New York 10048
       Attention: Birendra Kumar
       Dean Witter, Discover & Co.
       2500 Lake Cook Road
       Riverwoods, Illinois 60015
       Attention: Michael J. Hartigan, Jr.
    If to SPS:
       SPS Payment Systems, Inc.
       2500 Lake Cook Road
       Riverwoods, Illinois 60015
       Attention: Robert L. Wieseneck
       Tel. No. (847) 405-0900
       Facsimile No. (847) 405-3854
    With a copy to:
       Dean Witter, Discover & Co.
       Office of the Treasurer
       Two World Trade Center, 56th Floor
       New York, New York 10048
       Attention: Birendra Kumar
       Dean Witter, Discover & Co.
       2500 Lake Cook Road
       Riverwoods, Illinois 60015
       Attention: Michael J. Hartigan, Jr.
    If to SPST:
       SPS Transaction Services, Inc.
       2500 Lake Cook Road
       Riverwoods, Illinois 60015
       Attention: Robert L. Wieseneck
       Tel. No. (847) 405-0900
       Facsimile No. (847) 405-3854
    With a copy to:
       Dean Witter, Discover & Co.
       Office of the Treasurer
       Two World Trade Center, 56th Floor
       New York, New York 10048
       Attention: Birendra Kumar
       Dean Witter, Discover & Co.
       2500 Lake Cook Road
       Riverwoods, Illinois 60015
       Attention: Michael J. Hartigan, Jr.
    If to the Limited Guarantor:
       Dean Witter, Discover & Co.
       Office of the Treasurer
       Two World Trade Center, 56th Floor
       York, New York 10048
       Attention: Birendra Kumar
    If to the Agent:
       Societe Generale
       1221 Avenue of the Americas
       New York, New York  10020
       Attention:  Barry Wood
       Tel. No. (212) 278-7237
       Facsimile No. (212) 278-7320
  Section 12.2  Successors and Assigns.  This Agreement shall be binding upon 
HSB, SPS, SPST, the Servicer, the Limited Guarantor, the Agent and the Company 
and their respective successors and assigns and shall inure to the benefit of 
HSB, SPS, SPST, the Servicer, the Limited Guarantor, the Agent and the Company 
and their respective successors and assigns; provided that, except as otherwise 
expressly provided herein, HSB, SPS, SPST, the Servicer and the Limited 
Guarantor shall not assign any of their rights or obligations hereunder without 
the prior written consent of the Company and the Agent.  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 until such 
time as the Net Certificate Amount has been reduced to zero and all other 
amounts due to the Company and the Agent have been paid in full; provided, 
however, that rights and remedies with respect to any breach of any 
representation and warranty made by the parties hereto pursuant to Article III 
and the indemnification provisions of Article VII and Section 12.10 shall be 
continuing and shall survive any termination of this Agreement.
  Section 12.3  Severability Clause.  Any provisions of this 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.
  Section 12.4  Amendments; Governing Law.  This Agreement and the rights and 
obligations of the parties hereunder (i) may not be changed orally but only by 
an instrument in writing signed by the party against which enforcement is 
sought and (ii) shall be construed in accordance with and governed by the laws 
of the State of Illinois.
  Section 12.5  HSB's Obligations.  It is expressly agreed that, anything 
contained in this Agreement to the contrary notwithstanding, HSB shall be 
obligated to perform all of its obligations under the Accounts to the same 
extent as if the Company had no interest in the Transferred Property and the 
Company shall have no obligations or liability under the Accounts to any 
Obligor by reason of or arising out of this Agreement nor shall the Company be 
required or obligated in any manner to perform or fulfill any of the 
obligations of HSB under or pursuant to any of the Accounts.
  Section 12.6  No Bankruptcy Petition Against the Company.  HSB, the Servicer 
and the Limited Guarantor covenant and agree and any Successor Servicer or 
Affiliate Successor Servicer shall covenant and agree that prior to the date 
which is one year and one day after the payment in full of all short-term 
promissory notes issued by the Company it will not institute against, or join 
any other Person in instituting against, the Company any bankruptcy, 
reorganization, arrangement, insolvency or liquidation proceedings, or other 
proceedings under any federal state bankruptcy or similar law.
  Section 12.7  Setoff.  HSB, SPS, SPST, the Servicer and the Limited Guarantor 
hereby irrevocably and unconditionally waive all right of set-off that they may 
have under contract (including this Agreement), applicable law or otherwise 
with respect to any funds or monies of the Company at any time held by or in 
the possession of HSB, SPS, SPST, the Servicer or the Limited Guarantor.
  Section 12.8  No Recourse.  Except as otherwise expressly provided in this 
Agreement, it is understood and agreed that HSB, the Servicer and the Limited 
Guarantor shall not be liable for the payment of principal of Liquidity 
Purchases, Commercial Paper or the payment of Credit Advances or other losses 
suffered by the Company in respect of the Barton Certificate.  The preceding 
sentence shall not relieve HSB, the Servicer and the Limited Guarantor from any 
liability hereunder with respect to its representations, warranties, covenants 
and other payment and performance obligations herein described.
  Section 12.9  Costs and Expenses.
  (a)  All costs and expenses incurred by the Company or the Agent in 
connection with (i) the preparation, execution, delivery and periodic auditing 
of this Agreement, the Barton Certificate and all other documents furnished 
pursuant hereto or thereto or in connection herewith or therewith, (ii) any 
amendments or modifications (or supplements) to this Agreement, the Barton 
Certificate and all other documents furnished pursuant hereto or thereto or in 
connection herewith or therewith requested by HSB, the Limited Guarantor or SPS 
and (iii) the enforcement of the obligations of HSB, the Limited Guarantor or 
SPS hereunder, under the Barton Certificate or any other document furnished 
pursuant hereto or in connection herewith or therewith, including reasonable 
attorneys' fees and expenses, shall be paid by HSB on demand.
  (b)  In addition, HSB 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, the Barton Certificate or the 
other documents to be delivered hereunder or thereunder and agrees to indemnify 
the Agent and the Company against any liabilities with respect to or resulting 
from any delay in paying or omission to pay such taxes and fees.
  Section 12.10  No Waiver; Remedies.  No failure on the part of the Agent or 
the Company to exercise, and no delay in exercising, any right hereunder shall 
operate as a waiver thereof; nor shall any single or partial exercise of any 
right hereunder 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 12.11  Further Assurances.  HSB agrees to do such further acts and 
things and to execute and deliver to the Company or the Agent such additional 
assignments, agreements, powers and instruments as are reasonably required by 
the Agent to carry into effect the purposes of this Agreement or to better 
assure and confirm unto the Company or the Agent its rights, powers and 
remedies hereunder.
  Section 12.12  Confidentiality.  The Company and the Agent shall not, without 
the prior written consent of HSB or SPS, disclose to any Person not party to 
this Agreement any information with respect to the Receivables, the Accounts or 
the Merchants contained in any computer records, analyses, compilations, data, 
studies or other documents or other information with respect to the 
Receivables, the Accounts or the Merchants (the "Information") furnished at any 
time to the Company or the Agent hereunder; provided, however, that the Company 
and the Agent may disclose to any Person such portion of the Information which 
(a) is or has been filed with any Governmental Authority by HSB, SPS or any 
Affiliate thereof and is generally available to the public, (b) the Agent, the 
Company or any assignee of the Company is required to disclose by law or by any 
Governmental Authority, or (c) the Agent, in good faith, believes is necessary 
or desirable to disclose to any actual or potential lender to the Company and 
to any actual or potential participant or assignee of any such lender 
(provided, in each case, such Person agrees to confidentiality provisions 
similar to those herein and is not a direct competitor of HSB and SPS in the 
private label credit card business) or (d) the Agent, in good faith, believes 
is necessary or desirable to disclose to a rating agency then rating the 
Company's or the Agent's securities; provided, that, if the Agent or the 
Company advises HSB or SPS that, in the good faith judgment of the Company or 
the Agent, it is necessary or advisable to disclose certain Information in a 
legal or administrative proceeding, HSB or SPS shall use its best efforts to 
render such Information to the Agent or the Company in a format acceptable to 
HSB or SPS and the Agent or the Company or otherwise to accommodate the 
reasonable needs of HSB or the Agent; provided, further, that, without limiting 
the foregoing, the Agent may disclose Information relating to the Account 
Schedule delivered to the Agent from time to time  (1) to a Successor Servicer 
or  (2) with the consent of HSB, to bona fide creditors or potential creditors 
of HSB for the limited purpose of enabling any such creditor to identify 
Receivables or Accounts subject to this Agreement.  The Agent shall use 
reasonable efforts to promptly notify by telephone one of the persons listed on 
Schedule III of the Agent's intent to disclose any Information pursuant to 
clause (c) above.  The Agent shall promptly notify HSB of the disclosure of any 
Information to any Person pursuant to clause (b) above.  The Agent shall 
provide HSB with notice ten Business Days prior to disclosure of any 
Information to any Person pursuant to clause (2) above.
  Section 12.13  Company's Purchase Decision.  The Company, with the assistance 
of its financial advisors, is sophisticated in financial matters and is able to 
evaluate the risks and benefits of the investment in the Barton Certificate.  
The Company is able to bear the economic risk of its investment in the Barton 
Certificate for an indefinite period of time.  The Company has had an 
opportunity to ask questions and receive answers concerning the Barton 
Certificate and has had full access to such other information concerning HSB 
and the transactions contemplated hereby as it has requested.  The Company 
hereby represents that it is acquiring the Barton Certificate for its own 
account with the present intention of holding such security for purposes of 
investment, and that it has no intention of selling the Barton Certificate in a 
public distribution in violation of the federal securities laws or any 
applicable state securities laws; provided that nothing contained shall prevent 
the Company from assigning the Barton Certificate in compliance with Article 
XI.
  Section 12.14  Rating Agency Notices.  The Company agrees to deliver to 
Moody's and S&P copies of any notices received by the Company pursuant to 
Sections 2.3(b), 2.5(b)(i), 2.6(b)(i), and 2.7(b)(i) hereof, and agrees to 
deliver to Moody's and S&P copies of any notice given by the Company pursuant 
to Section 11.1 hereof, in each case promptly after receipt or delivery by the 
Company thereof, as the case may be.
  Section 12.15  Counterparts.  This Agreement may be executed in any number of 
copies, and by the different parties hereto on the same or separate 
counterparts, each of which shall be deemed to be an original instrument.
  Section 12.16  Headings.  Section headings used in this Agreement are for 
convenience of reference only and shall not affect the construction or 
interpretation of this Agreement.

  IN WITNESS WHEREOF, HSB, SPS, the Limited Guarantor, the Agent and the 
Company have caused this Agreement to be executed by their respective officers 
thereunto duly authorized as of the day and year first above written.
                                         HURLEY STATE BANK, as Seller

                                         By:  /s/ Robert L. Wieseneck
                                         Name:  Robert L. Wieseneck
                                         Title:  President
                                         DEAN WITTER, DISCOVER & CO., as
                                         Limited Guarantor

                                         By:  /s/ Thomas C. Schneider
                                         Name:  Thomas C. Schneider
                                         Title:  Executive Vice President
                                                 and Chief Financial Officer

                                         SPS PAYMENT SYSTEMS, INC., as Servicer

                                         By:  /s/ Robert L. Wieseneck
                                         Name:  Robert L. Wieseneck
                                         Title:  President and Chairman of
                                                 the Board

                                         BARTON CAPITAL CORPORATION, as
                                         Purchaser

                                         By:  /s/  Elizabeth S. Eldridge
                                         Name: Elizabeth S. Eldridge
                                         Title:  Vice President

                                         SOCIETE GENERALE, as the Agent

                                         By:  /s/  Martin J Finan
                                         Name:  Martin J. Finan
                                         Title:  Director


Agreed solely with respect
to Section 4.11:

SPS TRANSACTION SERVICES, INC.


By:  /s/ Robert L. Wieseneck
  Name:  Robert L. Wieseneck
  Title:  President and Chief Executive Officer