EXHIBIT 10.3STOCK PURCHASE AGREEMENT                                  DATED AS OF DECEMBER 28, 2001                                           By and Among                                  THE SELLERS SIGNATORIES HERETO                                               AND                              WILSHIRE FINANCIAL SERVICES GROUP INC.STOCK PURCHASE AGREEMENT
        AGREEMENTdated as of December 28, 2001, by and among the entities signatories hereto(each a Seller, and collectively, “Sellers”) and Wilshire FinancialServices Group Inc., a Delaware corporation (the “Company”). 

        WHEREAS,Sellers own certain shares of the common stock of the Company. 

        WHEREAS, theCompany desires to purchase from each Seller, and each Seller desires to sell,assign, transfer and deliver to the Company, the shares of common stock of theCompany owned by such Seller as set forth opposite its name on Schedule 1, allupon the terms and conditions hereinafter set forth. 

        NOW,THEREFORE, in consideration of the mutual covenants and agreements containedherein, the receipt and adequacy of which are hereby acknowledged, the partieshereto, intending to be legally bound, agree as follows: 

        1.         Purchase and Sale ofStock. Subject to the terms and conditions of this Agreement, the Companyagrees to purchase and accept delivery from each Seller of, and each Selleragrees to sell, assign, transfer and deliver to the Company, free and clear ofall liens, claims, charges, restrictions or encumbrances of any kind(collectively, “Liens”), the shares of common stock, par value $0.01per share (the “Common Stock”), of the Company as set forth oppositeits name on Schedule 1, for the purchase price of $2.40 per share. The totalpurchase price to be paid to each Seller is also set forth on Schedule 1. Suchshares of Common Stock of the Company to be purchased hereunder are hereinaftercollectively called the “Purchased Stock”; and the Purchased Stockconstitutes all of the Common Stock owned by each Seller. 

        2.         Closing. Theclosing of the purchase and sale of the Purchased Stock (the“Closing”) shall be deemed to take place at the principal executiveoffice of the Company, located at 1776 SW Madison Street, Portland, Oregon 97205(or at such other place as the parties may mutually agree) within one (1)business day after the execution and delivery of this Agreement. 

             2.1         Seller’sDeliveries. At the Closing, the Sellers will deliver or cause to bedelivered to the Company a copy or copies of duly executed written letter(s) tothe record holder(s) of the Purchased Stock and the Company’s transferagent instructing such holder(s) and transfer agent promptly to cause thePurchased Stock to be delivered in certificated form, in the name of theCompany, to the principal executive office of the Company (or, if the parties soagree, Seller will take such steps as are agreed upon with the Company for theelectronic transfer of the Shares through the DTC). By execution and delivery ofthis Agreement, Seller certifies that such letter(s) has/have been duly sent tosuch record holder(s) (or that such other steps have been or will be taken) andcovenants to take any action that may be necessary or requested by the transferagent for such certificate(s) for the Purchased Stock to be promptly registeredand delivered to the Company (or otherwise electronically transferred), free andclear of all Liens. 

             2.2         Company’sDeliveries. At the Closing, the Company will deliver or cause to bedelivered to each Seller the aggregate purchase price for the Purchased Stock asset forth on Schedule 1 by wire transfer in immediately available funds to anaccount heretofore designated by such Seller by notice to the Company. 

        3.        Representations, Warranties and Agreements of Each Seller.  Each Seller represents andwarrants to the Company severally and not jointly as follows:
             3.1         CorporateOrganization. Seller is a duly organized legal entity validly existing andin good standing under the laws of its jurisdiction of organization and has thecorporate power and authority to enter into this Agreement, to perform itsobligations hereunder and to consummate the transactions contemplated hereby. 

             3.2         Stock Ownership.Notwithstanding that the Purchased Stock is held of record by Seller’snominee(s), Seller has good and valid title to, and has full and completebeneficial ownership of, all of the Purchased Stock set forth in Schedule 1,free and clear of all Liens, and has full power and legal right to sell, assign,transfer and deliver the same. The delivery to the Company of such PurchasedStock pursuant to this Agreement will transfer to the Company good and validtitle thereto, free and clear of all Liens. 

             3.3         Authorization ofAgreement; No Violation. The execution, delivery and performance of thisAgreement and the sale, assignment, transfer and delivery of the Purchased Stockto be sold, assigned, transferred and delivered by Seller have been duly andvalidly authorized by all necessary corporate action of Seller. This Agreementhas been duly and validly executed and delivered by Seller and, assuming the dueauthorization, execution and delivery by the Company, constitutes a legal, validand binding obligation of Seller enforceable against Seller in accordance withits terms. No consent, license, approval, permit or authorization of, orregistration or filing with, any governmental authority or third party isrequired to be obtained or made by Seller in connection with the execution,delivery and performance of this Agreement or the consummation of thetransactions contemplated hereby, except for such as have been heretoforeobtained or made. 

             3.4         No Reliance;Confidentiality of Information. Seller has relied solely upon its owninvestigations and diligence and not upon any information provided by or onbehalf of the Company in making the decision to accept the purchase price forthe Purchased Stock. Seller understands and acknowledges that neither theCompany nor any of the Company’s representatives, agents or attorneys ismaking or has made at any time any warranties or representations of any kind orcharacter, express or implied, with respect to any matter or the PurchasedStock, except as expressly set forth herein. Notwithstanding the foregoing,Seller acknowledges receipt of the Company’s confidential update letter,dated as of the date hereof and addressed to Sellers (the “UpdateLetter”), setting forth certain information concerning the Company’sbusiness and affairs, and Seller understands the contents thereof and is sellingthe Purchased Stock to the Company notwithstanding the information set forththerein. Seller acknowledges that the Update Letter contains highly confidentialinformation, the disclosure of any of which could result in irreparable harm tothe Company; accordingly, Seller agrees that it will maintain such informationin the strictest confidence and not disclose such information under anycircumstance to any person or entity; provided, however, that each Seller mayprovide the Update Letter to (a) such officers, directors, partners, members andemployees of the corporation, business trust or limited liability company ofwhich such Seller is an equity series who need to know such information and tothe officers, directors, partners, members and employees of the investmentadvisor and sub-investment advisor of such Seller who need to know suchinformation, provided further that any such recipients remain equally bound bythe confidentiality restrictions hereunder, and (b) to any regulatory agency,governmental organization or self-regulatory organization which requires orrequests disclosure of such information by such Seller, provided that theCompany shall be notified before any such disclosure pursuant to this clause (b)is made and, if reasonably practicable, shall be afforded an opportunity to seekthe confidential treatment of the contents thereof. 

             4.        Representations and Warranties by the Company. The Company represents and warrants toeach Seller as follows:

             4.1         CorporateOrganization. The Company is a corporation duly incorporated, validlyexisting and in good standing under the laws of the State of Delaware and hasthe corporate power and authority to enter into this Agreement, to perform itsobligations hereunder and to consummate the transactions contemplated hereby. 

             4.2         Authorization ofAgreement; No Violation. The execution, delivery and performance of thisAgreement and the purchase of the Purchased Stock have been duly and validlyauthorized by all necessary corporate action of the Company. This Agreement hasbeen duly and validly executed and delivered by the Company and, assuming thedue authorization, execution and delivery by Seller, constitutes a legal, validand binding obligation of the Company enforceable against the Company inaccordance with its terms. No consent, license, approval, permit orauthorization of, or registration or filing with, any governmental authority orthird party is required to be obtained or made by the Company in connection withthe execution, delivery and performance of this Agreement or the consummation ofthe transactions contemplated hereby. 

             4.3         InvestmentIntent. The Company acknowledges that this Agreement is being entered intoby Seller in reliance upon the Company’s representation to Seller,evidenced by the Company’s execution of this Agreement, that it isacquiring the Purchased Stock for its own account, not as nominee or agent, andnot with a view to, or for resale in connection with, any distribution or publicoffering thereof within the meaning of the Securities Act of 1933 (the“Securities Act”) or any applicable blue sky law. 

        5.         Indemnification.

             5.1         In General. (a)each Seller shall indemnify and hold harmless the Company and all of itsaffiliates, shareholders, directors, officers, employees and agents, from andagainst any and all claims, losses, judgments, liabilities, settlements, fines,penalties, interest, costs and expenses, including all attorneys’ fees anddisbursements, whether incurred in resolving indemnification issues between oramong parties to this Agreement or in defending third party claims, butexcluding any indirect , special, consequential or punitive damages(collectively, the “Losses”), that result from, arise out of or areconnected with any breach (or any claim by any third party which, if to anyextent true, would constitute or demonstrate a breach) of any representation,warranty or covenant of any Seller set forth in this Agreement. 

                 (b)              The Company shall indemnify and hold harmless each Seller andall of its respectiveaffiliates, shareholders, directors, officers, employees and agents from andagainst any and all Losses that result from, arise out of or are connected withany breach (or any claim by any third party which, if to any extent true, wouldconstitute or demonstrate a breach) of any representation, warranty or covenantof the Company set forth in this Agreement. 

             5.2         IndemnificationProcedure. If any action or claim is or shall be commenced by a third party(in any such case, a “Claim”) in respect of which any party (an“Indemnitee”) seeks or will seek indemnification from another party(an “Indemnitor”) pursuant to either paragraph (a) or (b) of Section5.1, the Indemnitee shall promptly notify the Indemnitor in writing andsummarize the nature of the Claim and the basis upon which it is asserted. Anydelay in sending such a notice shall be without prejudice to the rights of theIndemnitee unless the delay demonstrably prejudices the rights of theIndemnitor. Within twenty (20) days after an Indemnitee gives such a notice, theIndemnitor shall notify the Indemnitee in writing whether the Indemnitor willdefend the action. If the Indemnitor elects to defend, it will not settle orcompromise the Claim without the Indemnitee’s prior written consent, whichshall not be unreasonably withheld. If the Indemnitor does not defend the Claim,the Indemnitee shall be entitled, but not obligated to, defend the Claim.Whether or not the Indemnitor defends, the Indemnitor shall pay all costs andexpenses of the defense. Moreover, if the Indemnitor does not timely elect todefend or does so elect but does not defend the Claim in good faith, theIndemnitee need not consult the Indemnitor regarding any settlement orcompromise. 

             5.3          Survival.  The representations and warranties contained in this Agreement shall survivethe Closing.

        6.          Miscellaneous.
             6.1         Assurance of FurtherAction. From time to time after the Closing and without furtherconsideration from the Company, but at the Company’s expense, Seller shallexecute and deliver, or cause to be executed and delivered, to the Company suchfurther instruments of sale, assignment, transfer and delivery and take suchother action as the Company may reasonably request in order to more effectivelysell, assign, transfer and deliver and reduce to the possession of the Companyany and all of the Purchased Stock and consummate the transactions provided forhereby. 

             6.2         Expenses.Whether or not the Closing is consummated, all fees and expenses incurred inconnection with the negotiation, preparation, execution and performance of thisAgreement (including without limitation fees and expenses of legal counsel,accountants and other professionals) shall be paid by the party incurring suchexpense provided, however, that the Company shall be obligated to pay thereasonable fees up to a maximum of $10,000, and out-of-pocket expenses ofOppenheimer Wolff & Donnelly LLP, the Sellers’ outside legal counsel,but only if the transactions contemplated hereby have been fully consummated.Such fees and expenses shall be paid on the date on which the Closing occurs,provided that the Company shall have received an invoice therefor by 10:00 a.m.Pacific Standard Time on such date, or such later time if the transaction closeslater in the day, otherwise the fees shall be paid on the next business day. 

             6.3         Waiver. Theparties hereto may by written agreement (i) extend the time for or waive ormodify the performance of any of the obligations or other acts of the partieshereto or (ii) waive any inaccuracies in the representations and warrantiescontained in this Agreement or in any document delivered pursuant to thisAgreement. 

             6.4         Notices. Allnotices, requests, demands and other communications made in connection with thisAgreement shall be in writing and shall be deemed to have been duly given on thedate of receipt, if personally delivered or delivered by courier or if receivedby telecopier, or three days after mailing if mailed by certified or registeredmail, postage prepaid, return receipt requested, addressed as follows: 
         If to the Company:         Wilshire Financial Services Group Inc.                                    1776 SW Madison Street                                    Portland, Oregon  97205                                    Attention:  Bruce Weinstein                                    Telephone:  (503) 223-5600                                    Facsimile:  (503) 223-8799         with a copy to:            Irell & Manella LLP                                    1800 Avenue of the Stars, Suite 900                                    Los Angeles, California  90067                                    Attention:  Ken Ikari                                    Telephone:  (310) 277-1010                                    Facsimile:  (310) 284-3052         If to any Seller:          c/o American Express Financial Advisors, Inc.                                    50592 AXP Financial Center                                    Minneapolis, Minnesota  55474                                    Attention:  General Counsel's Office                                    Telephone:  (612) 671-2221                                    Facsimile:  (612) 671-3767         with a copy to:            Oppenheimer Wolff & Donnelly LLP                                    45 South Seventh St., Suite 300                                    Attention:  D. William Kaufman                                    Telephone:  (612) 607-7485                                    Facsimile:  (612) 607-7100
or to such other address or person as the parties may specify in a notice given in accordancewith this Section.
             6.5         EntireAgreement. This Agreement embodies the entire agreement among the partiesand there have been and are no agreements, representations or warranties, oralor written among the parties other than those set forth or provided for in thisAgreement. This Agreement may not be modified or changed, in whole or in part,except by a supplemental agreement signed by each of the parties. 

             6.6         Rights Under thisAgreement; Nonassignability. This Agreement shall bind and inure to thebenefit of the parties hereto and their respective successors and assigns, butshall not be assignable by any party without the prior written consent of theother party. Nothing contained in this Agreement is intended to confer upon anyperson, other than the parties to this Agreement and their respective permittedsuccessors and assigns, any rights, remedies, obligations or liabilities underor by reason of this Agreement. 

             6.7         EquitableRelief. Each party acknowledges that, in the event of a threatened or actualbreach of any of the provisions of this Agreement, damages alone will be aninadequate remedy, and such breach will cause the other party or parties great,immediate and irreparable injury and damage. Accordingly, each party agrees thatthe other parties shall be entitled to injunctive and other equitable relief(without the requirement to post bond), and that such relief shall be inaddition to, and not in lieu of, any remedies they may have at law or under thisAgreement. 

             6.8         Governing Law.This Agreement shall be governed by and construed in accordance with the laws ofthe State of Delaware applicable to agreements made and to be performed in theState of Delaware and shall be construed without regard to (i) any choice of lawor conflict of law provision or rule (whether of the State of Delaware or anyother jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Delaware and (ii) any presumption or otherrule requiring the construction of an agreement against the party causing it tobe drafted. 

             6.9         Publicity.Seller shall not issue any press release or otherwise make any disclosures withrespect to this Agreement or the transactions contemplated hereby until theCompany shall have publicly disclosed the consummation of the transactionscontemplated by this Agreement in a press release and/or in a Form 8-K filingunder the Securities Exchange Act of 1934. The Company agrees that it will issuesuch release and/or make such filing as promptly as practical following theClosing. 

             6.10         Headings;References to Sections, Exhibits and Schedules. The headings of theSections, paragraphs and subparagraphs of this Agreement are solely forconvenience and reference and shall not limit or otherwise affect the meaning ofany of the terms or provisions of this Agreement. The references herein toSections, Exhibits and Schedules, if any, unless otherwise indicated, arereferences to sections of and exhibits and schedules to this Agreement. 

             6.11             Counterparts.  This Agreement may be executed in any number of counterparts, each ofwhich shall be an original, but which together constitute one and the same instrument.

             6.12             Obligations of Corporate Signatories.  AXP Variable Portfolio Income Series, Inc., AXPVariable Portfolio Managed Series, Inc., IDS Life Series Fund, Inc., AXP Variable PortfolioIncome Series, Inc., Income Trust and Growth and Income Trust, as the issuers of the equityseries which constitute the Sellers, each hereby covenant and agree, by the signatures of itsrespective officer signing this Agreement on behalf of its equity series, that it will cause allagreements and covenants of its respective equity series herein to be performed and compliedwith in all respects.

        IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date firstabove written.
        WILSHIRE FINANCIAL SERVICES GROUP INC.By:___________________________________________________Name:  Stephen P. GlennonTitle:    Chief Executive OfficerAXP Variable Portfolio-Bond Fund,                         AXP Variable Portfolio - Managed Fund,a series of AXP Variable Portfolio Income Series, Inc.    a series of AXP Variable Portfolio Managed Series, Inc.By:___________________________________________________    By:____________________________________________________Name:  Lorraine R. Hart                                   Name:  Lorraine R. HartTitle:  Vice President,                                   Title:  Vice President,AXP Variable Portfolio Income Series, Inc.                AXP Variable Portfolio Managed Series, Inc.Managed Portfolio,                                        AXP Variable Portfolio-Extra Income Fund,a series of IDS Life Series Fund, Inc.                    a series of AXP Variable Portfolio Income Series, Inc.By:___________________________________________________    By:____________________________________________________Name:  Lorraine R. Hart                                   Name:  Lorraine R. HartTitle:  Vice President,                                   Title:  Vice President,IDS Life Series Fund, Inc.                                AXP Variable Portfolio Income Series, Inc.High Yield Portfolio, a series of  Income Trust           Total Return Portfolio, a series of Growth and Income                                                          TrustBy: __________________________________________________Name:  Lorraine R. Hart                                   By:____________________________________________________Title:  Vice President,                                   Name:  Lorraine R. HartIncome Trust                                              Title:  Vice President,                                                          Growth and Income TrustArchimedes Funding, L.L.C.By:___________________________________________________Names:  Darryl G. HorsmanTitle:  Vice President,American Express Asset Management Group, Inc.                           (Signature Page to Stock Purchase Agreement)SCHEDULE 1                             WILSHIRE FINANCIAL SERVICES GROUP, INC.Legal Name of Beneficial Owner                                                        No. of Shares Held    Total Purchase PriceAXP Variable Portfolio-Bond Fund, a series of AXP Variable Portfolio IncomeSeries, Inc........................................................................       617,590              $1,482,216.00AXP Variable Portfolio-Managed Fund, a series of AXP Variable Portfolio ManagedSeries, Inc........................................................................       154,397                 370,552.80Managed Portfolio, a series of IDS Life Series Fund, Inc...........................        77,199                 185,277.60AXP Variable Portfolio-Extra Income Fund, a series of AXPVariable Portfolio Income Series, Inc..............................................       286,815                 688,356.00High Yield Portfolio, a series of Income Trust.....................................     2,412,000               5,788,800.00Total Return Portfolio, a series of Growth and Income Trust........................       411,726                 988,142.40Archimedes Funding, L.L.C..........................................................       209,127                 501,904.80                                                                                       ----------             --------------                                                                       Aggregate        4,168,854             $10,005,249.00