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PURCHASE AND SALE AGREEMENT
 Agreement Closing Date th Seller Buyer
       ARTICLE I
DEFINITIONS
  " Account Exhibit A Exhibit A
 " Account Balance Obligor Payment Obligor Payments. Section 2.5
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Account Classification
  Account Documents
  Account Schedule Exhibit A
  Agreement
  Allocated Account Price
  Business Day
 Buyer Claims Section 9.2
 Chapter 13 Proceeding
  Claim  Claims
 Claim Verification Date
  Closing
  Computer File
  Cutoff Date
 Defective Account
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Eligible Account
 Eligibility Requirements
 Escrow Agent
 Escrow Agreement
  Holdback Holdback Funds Section 2.5 Articles VI, VIII, IX Holdback Obligations Holdback Termination Date Pending Claims
 Indemnitee Section 9.3
 Indemnitor Section 9.3
  Loan Sale Advisor
  Obligor
 Other Accounts
  Purchase Price Section
2.4
  Purchase Price Percentage
 Repricing Notice Section 6.1
 Resale Notice Section 10.1
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Seller Claims Section 9.2
 Servicer
 Servicing Agreement
  Transfer Documents
 Trustee
 UCC
 ARTICLE II
PURCHASE AND SALE OF THE ACCOUNTS
 Section 2.1
    
    Agreement to Sell and Purchase Accounts.Seller agrees to
sell, and Buyer agrees to purchase, the Accounts described in
the Account Schedule, subject to the terms, provisions,
conditions, limitations, waivers and disclaimers set forth in
this Agreement. Seller agrees to transfer, and Buyer agrees
to accept, without additional consideration, the Other
Accounts to be identified by Seller at Closing.
 Section 2.2
    
    Agreement to Assign.At Closing, Seller shall deliver to
Buyer a Bill of Sale and Assignment, in the form of
Exhibit B
hereto, executed by an authorized representative of Seller,
which Bill of Sale and Assignment together shall sell,
transfer, assign, set over, quitclaim and convey to Buyer all
right, title and interest of Seller in and to each of the
Accounts sold and the proceeds of the Accounts received by
Seller, if any, from and after the Cutoff Date.
 Section 2.3
    
    Account Schedule.Seller has provided as
Exhibit A hereto the
Account Schedule setting forth all of the Accounts which
Buyer has agreed to purchase and Buyer acknowledges that the
same has been reviewed to its full satisfaction.
 Section 2.4
    
    Purchase Price/Payment.The Purchase Price for the Accounts
is $1,648,062 which Buyer shall pay to Seller on or before
5:00 p.m. Eastern Standard Time on the Closing Date. The
Purchase Price shall be paid to Seller in United States
Dollars by wire transfer of immediately available funds to an
account specified by Seller.
 Section 2.5
    
    Payments Received/Adjustments to Purchase Price.To the
extent that Seller has received any Obligor Payments prior to
the Cutoff Date, Seller has reduced the Account Balances of
the applicable Accounts for purposes of calculating the
Purchase Price. Buyer shall be entitled to a refund of the
Purchase Price within 180 days after the Closing Date in an
amount equal to the product of (i) the Purchase Price
Percentage, and (ii) amount of such Obligor Payments to the
extent that the Account Balances were not reduced by such
Obligor Payments. Sellers liability for refunds obligations
under this Section 2.5 shall be made from and limited to the
Holdback, and Buyer shall submit all requests for such
refunds to Seller with a copy to Escrow Agent.
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Section 2.6.
    
    Delivery of Post-Cutoff-Date Payments and Correspondence.If
Seller or Servicer shall receive any Obligor Payments after
the Cutoff Date, Seller shall pay over and/or deliver the
same to Buyer (less any commissions, fees and expenses due to
any third-party collection agencies or attorneys for payments
received between the Cutoff Date and the Closing Date) on or
within 30 days of receipt of such Obligor Payments and, if
deemed necessary or appropriate by Seller or Servicer, with
an endorsement in the form substantially as follows: Pay to
the order of eCast Settlement Corporation without
representations or warranties and without recourse. Seller
shall indicate on the records related to any of the Accounts
transmitted to Buyer with any remittances made pursuant to
this Section 2.6 the account number, the date of receipt of
each Obligor Payment, the amount of each Obligor Payment, the
commissions, fees and expenses paid thereon to any
third-party collection agencies or attorneys, and any other
detail reasonably required to allow Buyer to properly post
the payments to its servicing system. If Seller has
deposited any Obligor Payments received from any Obligor and
issued a check or payment to Buyer with respect thereto,
Buyer shall retain the risk that any such payment so
deposited by Seller shall be returned due to insufficient
funds. Seller shall have a period of 30 days after the date
Seller delivers to Buyer any Obligor Payment pursuant to this
Section 2.6, to notify Buyer in writing that any such Obligor
Payment was returned due to insufficient funds and specifying
the amount thereof, whereupon Buyer shall immediately, and
not later than 30 days following receipt of such notice, pay
to Seller the amount of such payment by check and identify
thereon that the payment is being made pursuant to this
Section 2.6. Seller will also deliver or cause Servicer to
deliver to Buyer at Closing any written communications with
respect to the Accounts received by Seller or Servicer after
the Cutoff Date, and will use reasonable efforts to deliver
or cause Servicer to deliver to Buyer any subsequent written
communications related to the Accounts within 15 days of
receipt thereof by Seller or Servicer, as the case may be.
 ARTICLE III
 TRANSFER OF ACCOUNTS AND DOCUMENTS
 Section 3.1
    
    Assignment of Accounts.On the Closing Date, after
confirmation by Seller of receipt of the payment of the
Purchase Price, Seller shall execute and deliver or make
available to Buyer the Transfer Documents. The Bill of Sale
and Assignment shall have the same effect as an individual and
separate bill of sale for and assignment of each and every
Account referenced therein. Buyer shall be responsible at its
own expense for the recording and/or filing of the originals
of any such assignments as it deems necessary or appropriate
in its sole discretion.
 Section 3.2
    
    Requests for Account Documents.At Buyers request, from the
Closing Date through the one-year anniversary of the Closing
Date, Seller will cause Servicer to provide Account Documents
to Buyer on a case-by-case request basis. The charge will be
$10 per request with a standard 6-business day turn-around
time. If a faster 4-business day turn-around is requested, the
charge will be $15 per request. After the one-year
anniversary of the Closing Date, Servicer may, in its sole
discretion, negotiate new arrangements and pricing with Buyer
for Buyer to purchase from Seller additional Account
Documents. Seller, acting through Servicer, shall not be
obligated to provide documentation for more than 12 Accounts
per week. To the extent that Account Documents are not
available, Seller shall cause Servicer to execute and deliver
to Buyer affidavits of debt in a form mutually agreeable to
the parties, subject to the aforementioned limitations on
quantity
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Section 3.3
    
    Collection/Contingency Fees.No Account sold
hereunder is subject to third-party collection or
contingency fees as of the Closing Date.
 Section 3.5
    
    Apportionment of Costs.Except as otherwise
specifically provided in this Agreement, each party
will be responsible for all fees, costs and expenses
which it incurs in connection with the negotiation,
execution, delivery and performance of this Agreement
and the transactions contemplated hereby.
 ARTICLE IV
SERVICING/COLLECTION
 Section 4.1
    
    Servicing/Collection After Closing Date.Unless Buyer, in
its sole discretion, elects to assume Sellers obligations
under the Servicing Agreement, Seller shall terminate such
Servicing Agreement prior to Closing and sell the Accounts to
Buyer on a servicing-released basis. As of the Closing Date,
all rights, obligations, liabilities and responsibilities
with respect to the servicing of the Accounts shall pass to
Buyer, and Seller shall be discharged from all responsibility
for servicing the same. Buyer shall use its reasonable best
efforts, consistent with the U.S. Bankruptcy Code and other
applicable laws, to cause all payments made on the Accounts
after the Closing Date to be made directly to Buyer.
 Section 4.2.
    
    Notification to Obligors.After the Closing Date, if
reasonably necessary and permitted by law, Buyer may send a
letter to any Obligor or his or her authorized representative
confirming the transfer of the Obligors Account to Buyer.
Buyer agrees that it will not send such a letter or otherwise
communicate with an Obligor outside the bankruptcy process
unless the Chapter 13 Proceeding in which such Obligor is
involved has been dismissed.
 Section 4.3
    
    Debt Collection of Accounts.If Buyer collects or attempts
to collect on an Account, Buyer and/or its agent shall at all
times:
 (a)
    
    comply with all state and federal laws applicable to
debt collection including without limitation, the Consumer Credit
Protection Act, the Fair Credit Reporting Act and the Fair Debt Collection
Practices Act;(b)
    
    for any Account where the statute of limitations has
run, not falsely represent that a lawsuit will be filed if the Obligor does
not pay; and(c)
    
    not charge any Obligor any charges which are
unauthorized.
 Section 4.4
    
    Use of Sellers Name.Buyer shall not use or refer to the name of Seller, any
affiliate of Seller, or First Consumers National Bank and will not represent itself to be the
agent, partner, or joint venturer of Seller, any affiliate of Seller, or First Consumers
National Bank with respect to the Accounts. However, Buyer may use the name of Seller or an
affiliate of Seller for purposes of identifying an Account in communications with the Obligors
or in the caption of any litigation against Obligor (so long as it is apparent that name of
Seller or its affiliate is not set forth in such caption as the party plaintiff) in order to
collect amounts outstanding on the Accounts. In contacting or filing suit against an
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Section 4.5
    
    Reporting to Credit Bureaus.Promptly following
Closing, Seller shall cause Servicer to report the
Accounts to the appropriate credit reporting agencies
as having been sold/transferred. Except as required
by law, Seller shall have no further obligation with
respect to credit reporting with respect to the
Accounts after Closing is consummated hereunder.
 ARTICLE V
CLAIM VERIFICATION
  ARTICLE VI
SELLERS OBLIGATION TO REPRICE ACCOUNTS
 Section 6.1
    
    Sellers Obligation to Reprice Accounts.Subject to the
provisions of this Article VI, Buyer may request Seller to
reprice any Account (each, a Repricing Request) by giving
written notice to Seller (with a copy to Escrow Agent) if any
condition in Subsections 6.2(a) through (f) is not satisfied,
provided that Buyer may only request repricing of such Account
within 180 days of the Closing Date and shall aggregate its
requests such that not more than one request for payment is
submitted to Seller (with a copy to Escrow Agent) in any
calendar month with respect to all Holdback Obligations.
Sellers liability for obligations under this
Article VI shall
be limited to the Holdback. This Article VI shall only apply
to Accounts with an Account Classification of Pool 6.
 Section 6.2
    
    Defective Accounts.Any Account which fails to meet the
conditions set forth below as of the Closing Date shall be
considered a Defective Account:
 (a)
    
    The Obligor is not deceased and has not been granted a
discharge with respect to such Obligors Chapter 13 Proceeding, as
applicable;
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(b)
    
    Sellers claim with respect to such Account has not
been disallowed in the Chapter 13 Proceeding related thereto;(c)
    
    The claim amount for such Account is not more than 10%
less than the related Account Balance;(d)
    
    Seller has filed all necessary forms and paperwork
related to the Chapter 13 Proceeding of which it is aware, including but
not limited to its Proof of Claim; provided, however, that to the extent
that the deadline for filing such forms or paperwork has not expired and
will not expire for 20 days following the Closing Date, such failure to
file shall not be deemed to render such Account a Defective Account;(e)
    
    The Chapter 13 Proceeding has not been dismissed,
completed, converted to a Chapter 7 proceeding or closed; and(f)
    
    The Account is scheduled for full or partial payment,
or is at a stage in its Chapter 13 Proceeding at which such determination
has not been made by the respective Trustee and/or ratified by the
bankruptcy court.
 Section 6.3
    
    Buyers Obligation in Requesting Repricing.With respect to
any Repricing Request, Buyer shall provide detailed
information regarding the basis for such request, including,
if applicable, (i) the bankruptcy court, case number and, if
available, a discharge date with respect to any Account that
has been discharged by the bankruptcy court, (ii) a copy of
the death certificate with respect to any Account for which
the Obligor is deceased, or (iii) any other documentation
which is reasonably necessary to demonstrate that the Account
is a Defective Account.
 Section 6.4
    
    Account Repricing Procedure: Sellers Right of Investigation.
Within 30 days of any Repricing Request made by Buyer in
accordance with Section 6.3, unless Seller gives Buyer (with a
copy to Escrow Agent) written notice of an objection to such
Repricing Request before the sixth (6th) Business
Day after Sellers receipt of a copy thereof, Seller pay or
shall cause to be paid to Buyer an amount equal to the
Allocated Purchase Price for the Account that is the subject
of such Repricing Request, less any amounts collected by Buyer
after the Cutoff Date. Any Repricing Requests that have not
been resolved by mutual agreement of Buyer and Seller before
the Holdback Termination Date shall be a Pending Claim.
 ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
  Section 7.1
    
    Independent Evaluation.Buyer is a sophisticated investor, has knowledge and
experience in financial and business matters that enable it to evaluate the merits and risks
of the transaction contemplated by this Agreement, and its bid for and decision to purchase
the Accounts pursuant to this Agreement is and was based upon Buyers own independent
evaluation of information deemed relevant to Buyer, and of the information made available to
Buyer or its agents by Seller or Sellers personnel, agents, representatives or independent
contractors, which information Buyer acknowledges and agrees was in fact made available to it
and which it was given the opportunity to inspect
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Section 7.2
    
    Authorization.Buyer is duly and legally authorized
to enter into this Agreement and has complied with
all laws, rules, regulations, charter provisions and
bylaws to which it may be subject in connection with
this Agreement and the undersigned representative is
authorized to act on behalf of and bind Buyer to the
terms of this Agreement.
 Section 7.3
    
    Binding Obligations.This Agreement and all of the
obligations of Buyer hereunder are the legal, valid
and binding obligations of Buyer, enforceable in
accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws
affecting the enforcement of creditors rights
generally and by general equity principles
(regardless of whether such enforcement is considered
in a proceeding in equity or at law).
 Section 7.4
    
    No Breach or Default.The execution and delivery of
this Agreement and the performance of its obligations
hereunder by Buyer will not conflict with any
provision of any law or regulation to which Buyer is
subject or conflict with or result in a breach of or
constitute a default under any of the terms,
conditions or provisions of any agreement or
instrument to which Buyer is a party or by which it
is bound or any order or decree applicable to Buyer,
or result in the violation of any law, rule,
regulation, order, judgment or decree to which Buyer
or its property is subject.
 Section 7.5
    
    Accounts Sold As Is.BUYER ACKNOWLEDGES AND AGREES
THAT ALL ACCOUNTS, ALL DOCUMENTATION, INFORMATION,
ANALYSIS AND/OR CORRESPONDENCE, IF ANY, ARE SOLD,
TRANSFERRED, ASSIGNED AND CONVEYED TO BUYER ON AN AS
IS, WHERE IS BASIS, WITH ALL FAULTS, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN. BUYER
ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT AND DOES
NOT REPRESENT, WARRANT OR COVENANT THE NATURE,
ACCURACY, COMPLETENESS, ENFORCEABILITY OR VALIDITY OF
ANY OF THE ACCOUNTS, AND/OR THE ACCOUNT DOCUMENTS,
EXCEPT AS EXPRESSLY PROVIDED HEREIN.
 Section 7.6
    
    Pending Litigation.There is no proceeding, action,
investigation or litigation pending or, to the best
of Buyers knowledge, threatened against Buyer which,
individually or in the aggregate, may have a material
adverse effect on this Agreement or any action taken
or to be taken in connection with Buyers obligations
contemplated herein, or which
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Section 7.7
    
    Approvals and Notices.No consent, approval, authorization, or order of,
registration or filing with, or notice to, any governmental authority or court
is required under federal laws, or the laws of any jurisdiction, for the
execution, delivery, and performance of or compliance by Buyer with this
Agreement or the consummation of any other transaction contemplated hereby.
 Section 7.8
    
    Economic Risk.The transactions contemplated by this Agreement do not involve,
nor are they intended in any way to constitute, the sale of a security or
securities within the meaning of any applicable securities laws, and none of
the representations, warranties or agreements of Buyer shall create any
inference that the transactions involve any security or securities. Buyer
acknowledges, understands and agrees that the acquisition of these Accounts
involve a high degree of risk and are suitable only for persons or entities of
substantial financial means who have no need for liquidity and who can hold the
Accounts indefinitely or bear the partial or entire loss of their value.
 Section 7.9
    
    Nondisclosure.Buyer is in full compliance with its obligations under the terms
of any confidentiality agreement executed by Buyer as a condition of reviewing
the information made available by Seller or its personnel, agents,
representatives or independent contractors to all potential bidders for the
Accounts. Furthermore, Buyer shall keep the terms of the Agreement
confidential, including the that fact that it has purchased the Accounts from
Seller, except for any notification to Obligors required pursuant to Section
4.2 of this Agreement.
 Section 7.10
    
    Identity.Buyer is a United States person within the meaning of Paragraph
7701(a)(30) of the Internal Revenue Code of 1986, as amended.
 Section 7.11
    
    Enforcement/Legal Actions.Buyer shall not institute any enforcement or legal
action or proceeding in the name of Seller, any affiliate of Seller, or any
predecessor in interest of Seller. Buyer shall not make reference to any of
the foregoing entities in any correspondence to or discussion with any
particular Obligor regarding enforcement or collection of the Accounts, except
to identify the subject debt as set forth in Section 4.4. Buyer shall comply
in all respects with all applicable laws in connection with the Accounts
including, but not limited to, those relating to debt collection practices, not
taking any enforcement action against any Obligor that would be commercially
unreasonable, and not misrepresenting, misleading, deceiving, or otherwise
failing to adequately disclose to any particular Obligor the identity of Buyer
as the owner of the Accounts. Buyer agrees, acknowledges, confirms and
understands that there may be no adequate remedy at law for a violation of the
terms, provisions, conditions and limitations set forth in this
Section 7.12
and, accordingly, Seller shall have the right to seek the entry of an order by
a court of competent jurisdiction enjoining any violation hereof by Buyer or
Buyers agent.
 Section 7.12
    
    Status of Buyer.Buyer is a sophisticated purchaser that (i) is in the business
of buying or originating or collecting Accounts of the type being purchased, or
(ii) otherwise deals in such Accounts in the ordinary course of Buyers
business.
 Section 7.13
    
    DTPA Waiver.Buyer has sufficient knowledge and experience in financial and
business matters to evaluate the merits and risks of the transactions
contemplated hereby. Further, Buyer is not in a disparate bargaining position
relative to Seller. Buyer hereby waives, to
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Section 7.14
    
    No Collusion.Neither Buyer, its affiliates, nor any
of their respective officers, partners, agents,
representatives, employees or parties in interest has
(i) in any way colluded, conspired, connived or
agreed directly or indirectly with any other bidder,
firm or person to submit a collusive or sham bid, or
any bid other than a bona fide bid, in connection
with the sale resulting in Buyer being the highest
bidder for the Accounts subject to this Agreement, or
(ii) in any manner, directly or indirectly, sought by
agreement or collusion or communication or conference
with any other bidder, firm or person to fix the
price or prices, or to fix any overhead, profit or
cost element of the bid price or the bid price of any
other bidder at the sale resulting in Buyer being the
highest bidder for the Accounts subject to this
Agreement, or to secure any advantages against
Seller.
 Section 7.15
    
    Broker.Buyer has not engaged any broker or agent in
connection with this Agreement or the transactions
contemplated by this Agreement or to which this
Agreement relates and Buyer covenants to defend with
counsel approved by Seller and hold harmless and
indemnify Seller from and against any and all costs,
expense or liability for any compensation,
commissions and charges claimed against Seller by any
broker or agent based upon a written agreement with
Buyer relating to this Agreement or the transactions
contemplated herein.
 Section 7.16
    
    Survival.The representations and warranties set
forth in this Article VII shall survive the closing
of the transactions herein contemplated.
 Section 7.17
    
    Notice of Holdback Claims.Simultaneously with
its submission to
Escrow Agent of any
claim to satisfy a
Holdback Obligation,
Buyer shall provide a
copy of such claim to
Seller. Buyer
acknowledges that the
Escrow Agreement will
provide that if
Seller delivers to
Escrow Agent a notice
of objection to the
payment of such claim
within five (5)
Business Days after
receipt of a copy of
any such claim,
Escrow Agent shall
not disburse funds
from the Holdback
with respect to such
claim until the
earlier to occur of
receipt of (i)
written directions
executed by Buyer and
Seller, or (ii) an
order of an
arbitrator appointed
by the American
Arbitration
Association directing
payment thereof.
 ARTICLE VIII
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
  Section 8.1
    
    Authorization.Seller is duly and legally authorized to enter
into this Agreement and has complied with all laws, rules,
regulations, charter provisions and bylaws to which it may be
subject in connection with this Agreement and the undersigned
representative is authorized to act on behalf of and bind
Seller to the terms of this Agreement.
 Section 8.2
    
    Binding Obligations.This Agreement and all of the obligations
of Seller hereunder are the legal, valid and binding
obligations of Seller, enforceable in accordance with the
terms of this Agreement, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors
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Section 8.3
    
    No Breach or Default.The execution and delivery of
this Agreement and the performance of its obligations
hereunder by Seller will not conflict with any
provision of any law or regulation to which Seller is
subject or conflict with or result in a breach of or
constitute a default under any of the terms,
conditions or provisions of any agreement or
instrument to which Seller is a party or by which it
is bound or any order or decree applicable to Seller,
or result in the violation of any law, rule,
regulation, order, judgment or decree to which Seller
or its property is subject.
 Section 8.4
    
    Title to Accounts.Seller is the lawful holder of
the Accounts, having received title to the credit
card accounts from CCA Assets LLC pursuant to that
certain Bill of Sale a copy of which is attached
hereto as Exhibit C-1 (CCA Assets LLC having received
title to such credit card accounts from First
Consumers National Bank pursuant to that certain Bill
of Sale a copy of which is attached hereto as Exhibit
C-2) and to the receivables from Spiegel Credit Card
Master Note Trust pursuant to that certain Bill of
Sale a copy of which attached hereto as Exhibit C-3.
Seller is duly and legally authorized to sell,
transfer, convey and assign its rights therein. Since
having acquired title to such accounts and
receivables from Spiegel Credit Card Master Note
Trust and CCA Assets LLC, Seller has not made any
assignment, conveyance, transfer or sale of any of
its rights or interests in the Accounts.
 Section 8.5
    
    Compliance with Law.The Accounts have been
originated, serviced and collected in accordance with
all applicable laws, and the Accounts are valid,
legally enforceable debts, due and owing from each
Obligor.
 Section 8.6
    
    Broker.Seller has not engaged any broker or agent
in connection with this Agreement or the transactions
contemplated by this Agreement or to which this
Agreement relates except Loan Sale Advisor for whose
fees Seller shall be solely responsible in accordance
with its agreement with Loan Sale Advisor and Seller
covenants to defend with counsel approved by Buyer in
its reasonable discretion and hold harmless and
indemnify Buyer from and against any and all costs,
expense or liability for any compensation,
commissions and charges claimed against Buyer by any
broker or agent based upon a written agreement with
Seller relating to this Agreement or the transactions
contemplated herein.
 Section 8.7
    
    Accounts.The Accounts are closed credit card
accounts and are general intangibles as such term is
defined in the Section 9-102 of the UCC and are not
evidenced by instruments as such term is defined in
Section 9-102 of the UCC.
 Section 8.8
    
    Holdback.Seller shall maintain the Holdback in the
amounts and periods stated in the definition thereof.
 Section 8.9
    
    Survival.The representations and warranties set
forth in this Article VIII shall survive the Closing
Date for 180 days.
 Section 8.10
    
    Pending Legal Proceedings.No Account sold hereunder
is subject to any legal proceeding (other than a
bankruptcy proceeding) initiated by an Obligor as of
the Closing Date.
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Section 8.11
    
    Account Balances.The Account Balances as shown on
the Account Schedule are true and correct as of the
Cutoff Date.
  ARTICLE IX
INDEMNIFICATION
 Section 9.1
    
    Buyers Indemnification.From and after the date of this Agreement, Buyer
shall indemnify and hold Seller, CCA Assets LLC and their respective affiliates, and their
respective directors, officers, employees, agents and advisors (each a Seller Indemnified
Party) harmless against and from any and all liability for, and from and against any and all
losses or damages a Seller Indemnified Party may suffer as a result of, any claim, demand,
cost, expense, or judgment of any type, kind, character or nature asserted by any third party
(herein, Seller Claims) including, without limitation, all reasonable expenses incurred by a
Seller Indemnified Party in investigating, preparing or defending against any such Seller
Claims and reasonable attorneys fees both for such defense and all costs and expenses
incurred by a Seller Indemnified Party to enforce this indemnification, which a Seller
Indemnified Party shall incur or suffer as a result of:
 (i)
    
    the material inaccuracy of any of Buyers
representations or warranties made in this Agreement,(ii)
    
    the material breach of any of Buyers covenants made in
this Agreement,(iii)
    
    any claim by any Obligor regarding assignment,
subsequent enforcement, servicing or administration of the Accounts by
Buyer or Buyers agents, or(iv)
    
    any claim arising under the Escrow Agreement resulting
from any act or omission of Buyer.
 Article IX
 Section 9.2
    
    Sellers Indemnification.From and after the date of this
Agreement, Seller shall indemnify and hold Buyer and its
affiliates, and their respective directors, officers,
employees, agents and advisors (each a Buyer Indemnified
Party) harmless against and from any and all liability for,
and from and against any and all losses or damages a Buyer
Indemnified Party may suffer as a result of, any claim,
demand, cost, expense, or judgment of any type, kind,
character or nature asserted by any third party (herein,
Buyer Claims) including, without limitation, all reasonable
expenses incurred by a Buyer Indemnified Party in
investigating, preparing or defending against any such Buyer
Claims and reasonable attorneys fees both for such defense
and all costs and expenses incurred by Buyer to enforce this
indemnification, which a Buyer Indemnified Party shall incur
or suffer as a result of:
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(i)
    
    the material inaccuracy of any of Sellers
representations or warranties made in this Agreement,(ii)
    
    the material breach of any of Sellers covenants made
in this Agreement,(iii)
    
    any claim by any Obligor regarding the origination,
servicing, collection or administration of the Accounts by Seller or
Sellers agents, or(iv)
    
    any claim arising under the Escrow Agreement resulting
from any act or omission of Seller.
 Article IX
 Section 9.3
    
    Procedure for Indemnification.Any party seeking
indemnification (Indemnitee) with respect to a Claim shall
give prompt written notice thereof to the party against whom
indemnification is sought (Indemnitor). Indemnitor shall
have the right to assume the defense of any and all Claims for
which indemnification is sought hereunder, and Indemnitee
agrees to cooperate with Indemnitor in any such defense. If
the amount of any Claim shall, at any time subsequent to
payment pursuant to this Agreement, be reduced by recovery,
settlement or otherwise, the amount of such reduction, less
any expenses incurred in connection therewith, shall promptly
be repaid by Indemnitee to Indemnitor.
 ARTICLE X
 RESALE OF ACCOUNTS
 Article X
 Section 10.1
    
    Notice.If Buyer wishes to resell or transfer any of the Accounts to a third
party (including without limitation, any of Buyers affiliated companies), Buyer must give
Seller at least 10 days prior written notice (each, a Resale Notice) of Buyers desire to
transfer. The Resale Notice shall:
 (a)
    
    identify the Account(s) that Buyer wishes to resell or
transfer; and(b)
    
    identify by name and address each third party that
potentially would purchase or otherwise receive the Account(s) from Buyer.
  Section 10.2
    
    Approval.Seller shall have the right to approve of any
resale or transfer proposed by Buyer as provided in Section
10.1 hereof within the 10-day period following receipt of a
Resale Notice, which approval shall not be unreasonably
withheld, conditioned or delayed.
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Section 10.3
    
    Assignment.If Buyer sells or transfers an Account to a
third party in accordance with this Article X, Buyer shall
assign to that third party all of Buyers obligations under
this Agreement relating to such Account, and Buyers
purchaser or transferee shall accept the assignment, and
expressly assume such Accounts in a writing that specifically
indicates that Seller is an intended beneficiary thereof.
Seller shall not be obligated in any way to a third party who
acquires or purports to have acquired any of the Accounts.
Any resale or assignment of Accounts without concurrent
assignment of Buyers obligations under this Agreement shall
be void.
 Section 10.4
    
    Communication with Seller.Any approved third party to whom
Buyer transfers Accounts shall not have the right to contact
Seller directly and any communications between any such
approved third-party transferees and Seller shall go through
Buyer as the intermediary. Seller shall have the right, but
not the obligation, to contact any third-party transferee
directly if it receives collection complaints from any
Obligor. In such case, Seller shall notify Buyer of its
direct communication with such third-party transferee.
 Section 10.5
    
    Liability.No sale or transfer of any Account by Buyer to
any person or entity will relieve Buyer of any of its
obligations or liabilities under this Agreement.
 ARTICLE XI
RESERVED
 ARTICLE XII
NOTICES
  If to Seller:
    
    Spiegel Acceptance Corporationc/o Eddie Bauer Holdings, Inc.10401 NE 8th Street, Suite 500Bellevue, Washington 98004Attn: Vivian GyslerTel: (425) 755-6167Fax: (425) 755-7671E-Mail: vivian.gysler@eddiebauer.com
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If to Buyer:
    
    eCast Settlement Corporation383 Madison AvenueNew York, New York 10179Attn: Mark JackwiczTel: (212) 272-7278Fax: (212) 272-8169E-Mail:mjackwicz@bear.comIf to Escrow Agent :
    
    The Bank of New York Trust Company, N.A.2 North LaSalle Street, Suite 1020MC DH-CH4Chicago, Illinois 60602Tel:     (312) 827-8540Fax:     (312) 827-8562Attention: David H. Hille-mail: dhhill@bankofny.com
 ARTICLE XIII
MISCELLANEOUS PROVISIONS
 Section 13.1
    
    Severability.If any term, covenant, condition or provision
hereof is unlawful, invalid, or unenforceable for any reason
whatsoever, and such illegality, invalidity, or
unenforceability does not affect the remaining parts of this
Agreement, then all such remaining parts hereof shall be
valid and enforceable and have full force and effect as if
the invalid or unenforceable part had not been included.
 Section 13.2
    
    Rights Cumulative; Waivers.The rights of each of the
parties under this Agreement are cumulative and may be
exercised as often as any party considers appropriate under
the terms and conditions specifically set forth. The rights
of each of the parties hereunder shall not be capable of
being waived or varied otherwise than by an express waiver
or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as
a waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall
not preclude any other or further exercise of that or any
other such right. No act or course of conduct or negotiation
on the part of any party shall in any way preclude such
party from exercising any such right or constitute a
suspension or any variation of any such right.
 Section 13.3
    
    Headings.The headings of the Articles and Sections
contained in this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of
this Agreement or any provision hereof.
 Section 13.4
    
    Construction.Unless the context otherwise requires,
singular nouns and pronouns, when used herein, shall be
deemed to include the plural of such noun or pronoun and
pronouns of one gender shall be deemed to include the
equivalent pronoun of the other gender.
 Section 13.5
    
    Binding Effect.Subject to Article X, this Agreement and
the terms, covenants, conditions, provisions, obligations,
undertakings, rights and benefits hereof, including the
Addenda, Exhibits and Schedules hereto, shall be binding
upon, and shall inure to the benefit of, the undersigned
parties and their respective heirs, executors,
administrators, representatives, successors, and assigns.
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Section 13.6
    
    Prior Understandings.This Agreement supersedes any and all
prior discussions and agreements between Seller and Buyer
with respect to the purchase of the Accounts and other
matters contained herein, and this Agreement contains the
sole and entire understanding between the parties hereto
with respect to the transactions contemplated herein.
 Section 13.7
    
    Integrated Agreement.This Agreement and all Addenda,
Exhibits and Schedules hereto constitute the final complete
expression of the intent and understanding of Buyer and
Seller. This Agreement shall not be altered or modified
except by a subsequent writing, signed by Buyer and Seller.
 Section 13.8
    
    Counterparts.This Agreement may be executed in any number
of counterparts, each of which shall constitute one and the
same instrument, and either party hereto may execute this
Agreement by signing any such counterpart.
 Section 13.9
    
    Non-Merger/Survival.Each and every covenant hereinabove
made by Buyer or Seller shall survive the delivery of the
Transfer Documents for the time period specified herein and
shall not merge into the Transfer Documents, but instead
shall be independently enforceable.
 Section 13.10
    
    Governing Law/Choice of Forum.This Agreement shall be
construed, and the rights and obligations of Seller and
Buyer hereunder determined, in accordance with the law of
the State of New York, without giving effect to any choice
of law principles. Buyer unconditionally and irrevocably
consents to submit to the exclusive jurisdiction of any
competent Federal or state court in the Borough of Manhattan
in the State of New York for any action, suit or proceeding
arising out of or related to this Agreement (and Buyer
agrees not to commence any action, suit or proceeding
relating thereto except in such courts), and Buyer further
agrees that service of any process, summons, notice or
document by certified mail to Buyers address as set forth
herein shall be effective service of process for any action,
suit or proceeding brought against Buyer in such court. In
the event of litigation under this Agreement, the prevailing
party shall be entitled to an award of attorneys fees and
costs.
 Section 13.11
    
    No Third-Party Beneficiaries.This Agreement is for the sole
and exclusive benefit of the parties hereto, and none of the
provisions of this Agreement shall be deemed to be for the
benefit of any other person or entity.
 Section 13.12
    
    UCC Filings by Buyer.Immediately upon the sale of the
Accounts to Buyer from Seller on the applicable Closing Date
and at any time thereafter, Buyer may file, in each
appropriate office any Uniform Commercial Code financing
statement, and any amendments or any continuation statements
thereto, required to perfect the sale of Accounts by Seller
to Buyer.
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SPIEGEL ACCEPTANCE CORPORATION
    
    
    
    eCAST SETTLEMENT CORPORATIONBy:
    
    /s/ Marvin E. Toland
    
    
    
    By:
    
    /s/ Timothy E. StaplefordIts
    
    President
    
    
    
    Its
    
    President
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