Exhibit 10.28
 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH
PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
 AMENDED AND RESTATED MASTER SERVICING AGREEMENT
  Introduction.
  Engagement of Servicer .
 
 *
    
    Confidential




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Servicer Services.
     2




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Audits .
 Compensation .
 Receipts and Distributions .
  
 *
    
    Confidential 3




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Representations and Warranties of Servicer .
     
 *
    
    Confidential 4




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Representations and Warranties of Client .
        5




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Servicer Reports
   Changes of Status.
 Servicer Inquiries .
 
 *
    
    Confidential 6




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Indemnification By Servicer .
 Indemnification By Client.
 
 *
    
    Confidential 7




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Term and Termination
   
 *
    
    Confidential 8




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Notices .
 If to Client:
    
    Palisades Collection, L.L.C.210 Sylvan AvenueEnglewood Cliffs, New Jersey 07632Fax #: (201) 308-9435Attention: Gary Stern, Managerwith a copy to:Palisades Collection, L.L.C.210 Sylvan AvenueEnglewood Cliffs, New Jersey 07632Fax #: 201-308-9430Attention: Seth C. Berman, Esq.If to Servicer:                      [*]with a copy to:[*]
  No Solicitation.
 
 *
    
    Confidential 9




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Confidentiality.
 Waiver .
 Governing Law .
 Entire Agreement .
 Successors and Assigns .
 
 *
    
    Confidential 10




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Severability .
 Independent Contractor .
 Facsimile and Counterparts .
 Title to Accounts .
 Use of Name.
 11




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Exclusivity .
 Quantum Meruit .
 Conditions Precedent.
 Insurance.
  
 *
    
    Confidential 12




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PALISADES COLLECTION, L.L.C.By:
    

/s/
Gary SternName:
    

GARY
STERNTitle:
    

MANAGER[*]By:Name:Title:
 
 *
    
    Confidential 13




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Exhibit A
 
   1. Owner:2. Portfolio name:3. Purchase Date:4. Original Creditor:5. Seller:6. Purchase Agreement:
    
    [Title of Agreement, Date and Parties]7. Face Value Purchased:8. Number of Receivables:9. Fees To Servicer Pursuant To Distribution Schedule under the Agreement:(a) Base Servicing Fee:                See Distribution Schedule to the Fee Schedule
 OTHER VARIATIONS FROM THE AGREEMENT FOR THIS PORTFOLIO:None.[If none, write none.]
 [*]
    
    
    
    
    
    
    
    
    
    , L.L.C.By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 
 *
    
    Confidential 14




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EXHIBIT A-1
 [LIST OF RECEIVABLES PLACED WITH [*]]
 
 *
    
    Confidential 15




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Exhibit B
  Asta
 Collection Account
 Collection Account Event
 a)
    
    any Servicer Event of Default shall occur and Servicer has not been
terminated as the Servicer with respect to any Portfolio;b)
    
    a material adverse change has occurred in the financial condition, business
or operations of Servicer or a Servicer Affiliate; orc)
    
    Servicer shall be in default under a material agreement to which it is a
party, including, without limitation, any financing facilities to which it is a party.
 Distribution Schedule
 Fee Schedule
 Predecessor in Interest
 Purchase Date
 Secured Lender
  
 
 
  
 *
    
    Confidential 16




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Servicer Affiliate
 Servicer Event of Default
       17




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18




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Exhibit C  Intentionally Omitted
 19




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EXHIBIT D
 FEE SCHEDULE  [*] ACCOUNTS
  I.
    
    Base Fee
 (a)

    [*]:(i)
    
    [*](a)
    
    Non-Legal
    
    [*](b)
    
    Legal
    
    [*](ii)
    
    Servicers Contracted Collections with Third-Party Attorneys(a)
    
    Non-Legal
    
    [*](b)
    
    Legal
    
    [*]
 
 *
    
    Confidential 20




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DISTRIBUTION SCHEDULE
 Proceeds
   
 *
    
    Confidential 21




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Exhibit E
        22




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23




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PALISADES COLLECTION, L.L.C.By:
    
    /s/ Gary SternName:
    
    GARY STERNTitle:
    
    MANAGER[*]By:Name:Title:
 24




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25




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26




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27