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                                                                    Exhibit 10.6

                        CREDIT CARD PROCESSING AGREEMENT

                  This Credit Card Processing Agreement is made as of this
31st day of January, 1996 between WORLD FINANCIAL NETWORK NATIONAL BANK, a
national banking association (the "BANK"), and The Limited Stores, Inc., a
Delaware corporation (the "CORPORATION"), and American Receivable Factoring,
Inc., a Nevada corporation ("FACTORING") (the Corporation and Factoring being
collectively referred to herein as the "COMPANY").

                  WHEREAS the Company and the Bank believe that it is
desirable and in their respective best interests for the Bank to continue, in
a manner generally consistent with past practices, to issue credit cards
bearing the trade names, trademarks, logos and service marks used in the
Company's The Limited retail or catalogue business (the "BUSINESS") which will
allow the customers of the Company to purchase goods from the Company using
funds advanced by the Bank; and

                 WHEREAS in order to implement such arrangements, the parties
hereto desire to enter into this Agreement;

                 NOW, THEREFORE, the parties hereby agree as follows:

                  Section 1. TRADEMARKS. The Company hereby authorizes the
Bank to use the trademark "The Limited" on credit cards owned or issued by the
Bank, monthly billing statements, collection correspondence, credit card
agreements, credit applications, customer service correspondence and in such
other written and oral communications with cardholders as are necessary or
convenient in connection with this Agreement, in each case consistent with
past practices. The "The Limited" trademark is referred to herein as the
"MARK". The Company shall have the right to approve in its sole discretion the
"art" (including colors and font styles) for all proposed uses of the Mark by
the Bank. The Bank shall not use the Mark for any purpose other than as set
forth in the first sentence of this Section 1.

                  Section 2. CREDIT CARD SYSTEM.

                  2.1. NEW CREDIT CARDS.

                  2.1.1. ISSUANCE OF CREDIT CARDS. To the extent requested by
the Company, the Bank will issue credit cards bearing the Mark ("CREDIT CARDS")
to customers of the Business who apply for such Credit Cards and related
extensions of credit. Such customers (i) must qualify for

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the extension of credit under credit standards related to new account
approvals, credit limits and authorization management ("CREDIT STANDARDS")
which will be determined by the Bank from time to time and (ii) must accept
the Bank's standard form of credit card agreement containing the terms and
conditions governing extensions of credit to Persons who hold Credit Cards and
their authorized users (attached hereto as Exhibit 2.1.1(a)). Notwithstanding
the foregoing, (i) the Credit Standards established by the Bank from time to
time in connection with the issuance of Credit Cards for use in connection
with the Business shall be consistent with past practices (as described in
Exhibit 2.1.1(b)), with such changes as shall be (A) approved by the Company
in its reasonable discretion or (B) determined by the Bank in good faith to be
necessary from the standpoint of safe and sound banking practices and (ii) the
Bank may make any change in the terms of its agreement with any person who
holds a Credit Card (including repayment terms, fees and finance charge rates)
after prior notice to and consultation with the Company. The Bank hereby
confirms its understanding that the Company intends to offer and promote
credit as outlined in Section 2.2. The Bank will bear the costs of the
issuance of Credit Cards under this Section 2.1.

                  2.1.2. CREDIT MAXIMIZATION. The Company will be entitled to
use credit related promotional strategies consistent with past practices. The
Bank will work in good faith with the Company to develop business strategies
with respect to the issuance of Credit Cards intended to maximize the
potential of the Business and, in that regard, will consider in good faith
proposals involving variances from the Bank's general Credit Standards or
changes in the terms of the Bank's agreement with any person who holds a
Credit Card; PROVIDED that subject to compliance with the provisions of
Section 2.1.1, Credit Standards and the terms of such agreement shall in all
circumstances be determined by the Bank. The terms of any program involving
variances from the Bank's general Credit Standards or changes in the terms of
the Bank's agreement with any person who holds a Credit Card, including
(without limitation) fees or other charges to be paid by either party, shall
be agreed on a program-by-program basis.

                  2.2. PROMOTION. The Company will use its reasonable efforts
to promote the use of Credit Cards in the Business and to acquire new
Cardholders (as defined below), for the Bank through the use of, for example,
"instant credit," "quick credit," pre-approved solicitations, applications and
promotional material displayed in stores and inserted in catalogues and
special offers to Cardholders, in each case consistent with past practices.
The costs incurred by the Company and the Bank (including, among other things,
the cost of printing application forms,


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promotional material, pre-approved solicitations and instant and quick credit
contracts and the cost of special offers) will be borne by the Company and the
Bank on terms to be negotiated from time to time in a manner consistent with
past practices. The Bank shall have two Business Days to review for legal
compliance all credit application forms and marketing materials (including,
without limitation, those referred to above) prior to their being printed.

                 Section 3. ACCEPTANCE OF CREDIT CARDS. The Company will
permit Persons who hold Credit cards (subject to the restrictions of this
Agreement) or other credit cards owned by the Bank that the Bank has
designated and their authorized users ("CARDHOLDERS") to purchase goods sold
by the Business without any cash payment by use of a Credit Card, subject to
the following conditions:

                  3.1. CHARGE SLIP (CREDIT CARD PRESENTED). If the customer
presents a Credit Card at the time of sale, the Company will maintain a record
of the sale in a form acceptable to the Bank which reflects the following:

                  3.1.1. A brief identification of the property or service
purchased (the "TRANSACTION");

                  3.1.2. The date of the Transaction;

                  3.1.3. The dollar amount of the purchase price of the
merchandise or service which was the subject of the Transaction, including
applicable shipping, handling and taxes;

                  3.1.4. An imprint or electronic capture of the Credit Card
account number or, in the event of equipment malfunction, a written notation
of such account number; and

                  3.1.5 The Cardholder's signature.

                  3.2. CHARGE SLIP (CREDIT CARD NOT PRESENTED). The Bank
acknowledges and agrees that a Cardholder need not present a Credit Card at
the time of sale and that, subject to Section 3.5, the Company may accept
charges to a Credit Card verbally from the customer or via a written order
form from the customer. If the customer does not present a Credit Card at the
time of sale, the Company will maintain a record of the sale in a form
acceptable to the Bank which reflects, in lieu of the information set forth in
Section 3.1.1 through 3.1.5, the following:

                  3.2.1 A brief identification of the Transaction;

                  3.2.2. The date of the Transaction;


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                  3.2.3. The dollar amount of the purchase price of the
merchandise or service which was the subject of the Transaction, including
applicable shipping, handling and taxes;

                  3.2.4. A written notation of the Credit Card account number,
which shall have been obtained from the customer and recorded in the Company's
customer file;

                  3.2.5. The customer's name and address and except in the
case of catalogue purchases, personal identification type and number; and

                  3.2.6. If applicable, the name and address to where the
merchandise which was the subject of the Transaction was shipped and the date
and method of shipment.

                  3.3. RETENTION OF CHARGE SLIP. The Company will retain a
legible copy of each charge slip for six months following the date of the
Transaction and will provide such copy to the Bank within 30 days of the
Bank's request therefor; PROVIDED that the Bank will request delivery of such
information only in the case of a bona fide dispute (the existence of such
dispute to be determined by the Bank in its reasonable discretion) relating to
the underlying Transaction, upon the inquiry of the applicable Cardholder or
as requested by auditors of the Bank in connection with their audit of the
Bank's financial statements or by any governmental authority.

                  3.4. AUTHORIZATION. The Transaction is authorized by the
Bank in accordance with the floor limits and other procedures in effect at the
time or such authorization is dispensed with under rules established by the
Bank from time to time in accordance with Section 8.3 to deal with situations
in which authorization is not available because of disruption of the Bank's
computer system or other causes provided for in such rules, consistent with
past practice.

                  3.5. CHARGEBACKS. The Company agrees to accept as a
chargeback any charge on a Credit Card where:

                  3.5.1. The Cardholder disputes the charge and the Company
fails to provide a legible copy of the charge slip within 30 days of the
Bank's request therefor in accordance with Section 3.3;

                  3.5.2. The Company failed to obtain authorization from the
Bank in accordance with Section 3.4;

                  3.5.3. The Company failed to complete the charge slip in
accordance with Section 3.1 or 3.2, as applicable;

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                  3.5.4. A Company employee fraudulently misused the Credit
Card or account number;

                  3.5.5. A dispute arises from the Cardholder being charged or
credited more than once for the same sale, payment or return;

                  3.5.6. A dispute with the Cardholder arises from a voided
Transaction or an invalid Credit Card account number;

                  3.5.7. A dispute with the Cardholder arises from an
improperly opened Credit Card account, or the account is otherwise
uncollectible, where a Company employee failed to comply with new account
procedures in effect at the time the account was opened;

                  3.5.8. The Bank, consistent with past practices, gives the
Cardholder credit for (or accepts as payment) a non-expired discount coupon or
gift certificate in respect of a prior purchase; or

                  3.5.9. A dispute arises from the Company's failure properly
to identify a catalogue purchaser as the Cardholder where such failure results
in merchandise being shipped without the actual Cardholder's authorization.

                  The amount charged back with supporting detail will be
invoiced to the Company weekly, and all required payments by the Company shall
be made within 30 days after receipt of an invoice. If the Company pays the Bank
any chargeback amount pursuant to this Section 3.5 or if such payment is netted
against amounts payable by the Bank pursuant to Section 4.1.1, any remittances
relating to such chargeback from the Cardholder subsequently collected by the
Bank shall, to the extent not refunded to the Cardholder, be credited by the
Bank to the Company.

                  Section 4. PAYMENT.

                  4. 1 PAYMENT BY BANK.

                  4.1.1. The Bank will pay to the Company, as full
consideration for any Transaction between the Company and any Cardholder using
a Credit Card, as to which the Company has complied with the provisions of
Section 3 above, the amount shown on the records of the Company for each
Transaction, including all applicable shipping, handling and taxes, less a
discount, which discount shall be equal to the discount rate determined in
accordance with Section 4.1.5 (expressed as a fraction) multiplied by the
amount shown on the records of the Company for each Transaction (exclusive of
all applicable shipping, handling and taxes).

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                4.1.2. The Bank will pay such amount by transferring
immediately available funds to an account designated by the Company at any
bank to which the Bank may make electronic fund transfers before the end of
the second Business Day following the receipt by the Bank of the information
required by Section 3.1 or 3.2, such information to be properly formatted and
edited and transferred via a telecommunications connection between the Company
and the Bank pursuant to such computer programs and telecommunications
protocols as the Bank may, in its reasonable discretion, designate from time
to time, subject to reasonable prior notice. The Company will transmit (in the
manner referred to above) to the Bank an audited and balanced file in the
format specified by the Bank containing all such information within two
Business Days after the occurrence of the underlying Transaction; PROVIDED
that if, as a result of technical disruptions, any store locations are not
polled within a normal period after the occurrence of the underlying
Transactions, the Company will transmit such information relating to such
store locations as soon as reasonably practicable after polling is completed.

                  4.1.3. The Company may not attempt to collect any amount
from any Cardholder with respect to a Transaction which has been paid for by
the Bank under this Section 4.1 and not charged back to the Company pursuant
to Section 3.5.

                  4.1.4. The Company will, consistent with past practices,
accept payments from Cardholders for amounts due on Credit Cards ("IN-STORE
PAYMENTS"). Any In-Store Payments received by the Company will be held in
trust for the Bank and its assigns and netted against amounts payable by the
Bank pursuant to Section 4.1.1 (PROVIDED that the Company shall not be
required to keep In-Store Payments separate from other payments received by
the Company) and evidence of such payments will be transmitted to the Bank on
a daily basis in accordance with the procedures set forth in Section 4.1.2.
Notwithstanding the foregoing:

                   (a) if any bankruptcy or other insolvency proceeding has
been commenced against the Company (and so long as the same has not been
dismissed), the Company shall promptly comply with any written instruction (a
"STORE PAYMENT NOTICE") received by the Company from the Bank or any successor
to the Bank as "Servicer" under the Pooling and Servicing Agreement referred
to below (the Bank or any such successor being the "SERVICER") to take either
of the following actions (as specified in such instruction):

                 (i) cease accepting In-Store Payments and thereafter inform
        Cardholders who wish to make In-Store Payments that payment should
        instead be sent to Servicer (but only if the Servicer is required by the


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        Pooling and Servicing Agreement to give such notice); or

                (ii) (A) deposit an amount equal to all In-Store Payments
        received by each retail location operated by the Company, not later than
        the Business Day following receipt, into a segregated trust account
        (the "STORE ACCOUNT") established by the Company for this purpose and,
        pending such deposit, to hold all In-Store Payments in trust for the
        Bank and its assigns, (B) use commercially reasonable efforts not to
        permit any amounts or items not constituting In-Store Payments to be
        deposited in the Store Account and (C) cause all available funds in each
        Store Account to be transferred on a daily basis to an account
        designated in the Store Payment Notice;

PROVIDED that the Company need not take the actions specified in clause (i) or
clause (ii) if the Company or any of its affiliates provides the Servicer or
the Trustee under (and as defined in) the Pooling and Servicing Agreement with
a letter of credit, surety bond or other similar instrument covering
collection risk with respect to In-Store Payments and all conditions specified
in the Pooling and Servicing Agreement with respect to such letter of credit,
surety bond or other similar instrument are satisfied;

                  (b) if and to the extent that the Bank so requests in
writing at a time when the Bank is required by the Pooling and Servicing
Agreement to make such request, In-Store Payments shall no longer be netted
against amounts payable by the Bank pursuant to Section 4.1.1, but instead the
Company shall transfer to the Bank by wire transfer of immediately available
funds (or, if the aggregate amount to be transferred pursuant to this clause
(b) and Section 4.2 is less than $10,000, by check), not later than the third
Business Day following receipt of any In-Store Payments, an amount equal to
the sum of such In-Store Payments.


So long as the Company complies with instructions delivered in accordance with
paragraph (a) or (b), any amounts payable by the Bank pursuant to Section
4.1.1 shall be made without deduction for In-Store Payments.

                  For purposes of the foregoing, the "POOLING AND SERVICING
AGREEMENT" means the Pooling and Servicing Agreement dated as of January 17,
1996 among the Bank and The Bank of New York, as trustee, including each
Supplement thereunder, as the same may be amended, supplemented or otherwise
modified from time to time, except that no amendment, supplement or other
modification to such Agreement that affects the circumstances in which the
Company may be required to take the actions referred to in


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paragraph (a) or (b) above or in Section 4.2.3 shall be given effect for
purposes of this Agreement unless consented to by the Company.

                  4.1.5. DISCOUNT RATE. The applicable discount rate referred
to in Section 4.1.1 shall be the then applicable discount rate determined in
accordance with the matrix set forth in Exhibit 4.1.5; PROVIDED that in the
event of a legislated or judicial reduction in the annual percentage rate or
fees that may be charged by the Bank to Cardholders, the Company and the Bank
agree to negotiate in good faith an increase in the discount rate.

                  4.2. PAYMENT BY COMPANY. If the Bank has paid the Company
for any Transaction and

                  4.2. 1. If:

                  (a) the representations and warranties of the Company with
respect to such Transaction, as set forth in Sections 5.1 through 5.3 below,
are not true in all material respects; or

                  (b) any merchandise which was the subject of such
Transaction is returned to the Company and the Company, pursuant to its
policies concerning returned merchandise, accepts such merchandise for credit;
or

                  (c) in order to settle a dispute concerning the nature,
quality or quantity of goods purchased from the Company with the Credit Card,
the Company agrees to refund all or part of the purchase price thereof; then

                  4.2. 2. The Company:

                  (a) shall pay the Bank an amount equal to the face amount of
such Transaction or portion thereof refunded to the customer, less any
discount actually taken by the Bank when it made payment to the Company in
consideration for such Transaction pursuant to Section 4.1.1;

                  (b) shall create a written memorandum of such Transaction
setting forth the information required by Section 3 above (a "CREDIT
MEMORANDUM);

                  (c) shall transmit the information contained in such Credit
Memorandum to the Bank by the method of electronic transmission referred to in
Section 4.1.2 above and

                  (d) subject to Section 4.2.3, shall permit the payment
required by this Section 4.2 to be netted against amounts payable by the Bank
pursuant to Section 4.1.1. The


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Company shall retain any such Credit Memorandum in the same manner and for the
same time as the charge slip referred to in Section 3.3 and shall promptly
deliver any such Credit Memorandum to the Bank upon its request. if the
Company pays the Bank any amount for a Transaction pursuant to this Section
4.2 or if such payment is netted against amounts payable by the Bank pursuant
to Section 4.1.1, any remittances relating to such Transaction from the
customer subsequently collected by the Bank shall, to the extent not refunded
to the Cardholder, be credited by the Bank to the Company.

                 4.2.3. Notwithstanding clause (d) of Section 4.2.2, if and to
the extent that the Bank so requests in writing at a time when the Bank is
required by the Pooling and Servicing Agreement to make such request, amounts
payable by the Company pursuant to Section 4.2 ("ADJUSTMENT PAYMENTS") shall
no longer be netted against amounts payable by the Bank pursuant to Section
4.1.1, but instead the Company shall transfer the amount of each Adjustment
Payment to the Bank by wire transfer of immediately available funds (or, if
the aggregate amount to be transferred pursuant to this Section 4.2 and clause
(b) of Section 4.1.4 is less than $10,000, by check), not later than the
second Business Day following the date on which the events giving risk to such
Adjustment Payment occur (and amounts payable by the Bank pursuant to Section
4.1.1 shall be made without deduction for Adjustment Payments).

                  4.3. OTHER FEES.

                  4.3.1. DEFERRED PAYMENT. If any Transaction between the
Company and any Cardholder using a Credit Card is consummated on a deferred
payment basis (for which the period of deferral may not exceed 90 days), then
for each month during the period of deferral, the Company will pay the Bank an
amount equal to the Deferred Payment Rate for such month multiplied by the
average daily balance of purchase price so deferred during such month. For
purposes of this Section 4.3, "DEFERRED PAYMENT RATE" means, for any month,
(i) if the debt of the Bank has an implied investment grade rating at all
times during such month, the average interest rate paid by the Bank to obtain
funds during such month, and (ii) if the debt of the Bank does not have an
implied investment grade rating at all times during such month, the
then-current reference rate or index maintained or provided by a nationally
recognized investment banking firm (which firm shall be reasonably acceptable
to the Company and the Bank) in respect of issuers whose debt has the lowest
investment grade rating.

                  4.3.2. POSTAL RATE ADJUSTMENT. The Company agrees to
reimburse the Bank for any costs incurred by the

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Bank as a result of changes in postal rates or rules applicable to mailings to
Cardholders after the date hereof; PROVIDED that the postal costs and postal
discounts applicable to mailings to Cardholders shall be no less favorable
than the postal costs and postal discounts applicable to comparable mailings
to holders of any other credit cards issued by the Bank. The Bank and the
Company agree to use their reasonable efforts to minimize postal costs and
maximize postal discounts.

                  4.3.3. SPECIAL PROJECTS. With respect to special services
provided by the Bank from time to time with respect to the Business
(including, without limitation, consulting, surveys, gift certificate calls
and fulfillment, rebate fulfillment, telemarketing and special processing or
accounting reports required in connection with promotional activities), the
Company will pay to the Bank amounts to be agreed on a program-by-program
basis. To the extent not otherwise provided for in this Agreement, (i) the
Bank shall not incur expenses required to be paid or reimbursed by the Company
for any project in amounts in excess of $1,000 without having first obtained
prior written or oral authorization from the Company for such expenses; and
(ii) the Bank shall not incur expenses required to be paid or reimbursed by
the Company for any project in amounts in excess of $50,000 without having
first obtained prior written authorization from the Company for such expenses;
PROVIDED that, in the event any terms of any such written authorization are in
conflict with the terms of this Agreement, the terms of this Agreement shall
be controlling.

                  4.3.4. PAYMENTS. All amounts payable by the Company under
this Section 4.3 shall be paid by ire transfer of immediately available funds
within 30 days after receipt of an invoice for such amounts.

                  4.4. SETOFFS. The Bank may at any time, in addition to all
other rights and remedies available to it, setoff against any amount owing to
the Company by the Bank under this Agreement, any amounts owing by the Company
to the Bank under this Agreement.

                  4.5. INVOICE. The amount of any invoice prepared and
delivered by the Bank under this Agreement shall be deemed to be correct,
accurate and binding upon the Company if the Company makes no objection within
30 days after the date of such invoice; PROVIDED that the making of any
objection shall not relieve the Company of its obligation to make full payment
of the amount set forth on the related invoice when such amount is otherwise
payable pursuant to this Section 4, it being understood that the Company does
not waive its rights thereby and may, subject to Section


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10.4, assert a claim with respect to such invoice in an appropriate proceeding.

                  Section 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the Bank that:

                  5.1. VALID TRANSACTIONS. Each Transaction will be completed
in compliance with the provisions of Section 3 and will create a valid,
binding and legally enforceable obligation of the Cardholder whose name is
shown on the Credit Card to pay to the Company the amount shown on the charge
slip, which obligation to the Company will be discharged in full by the
payment made to the Company by the Bank in respect of such Transaction under
Section 4.1 above.

                  5.2. ACCURATE INFORMATION. Each charge slip will accurately
reflect the Transaction described therein. Each charge slip and Credit
Memorandum and any charge slip or Credit Memorandum information transmitted to
the Bank by the Company will be complete and accurate and in a form deemed
necessary by the Bank to allow Cardholder billing in accordance with
applicable law. The Company will accurately report all returns and other
credits to the Bank within the time period specified in Section 4.

                  5.3. NO LIENS. No amount due to the Company with respect to
any Transaction will be subject to any lien or encumbrance in favor of any
third party or to any offset, counterclaim or defense of any Person other than
the Bank or its Affiliates.

                  5.4. MARK. The use of the mark by the Bank under this
Agreement does not infringe the rights of any other Person.

                  Section 6. REPRESENTATIONS AND WARRANTIES OF THE BANK. The
Bank hereby represents and warrants to the Company that:

                  6.1. COMPLIANCE WITH LAWS. Each Credit Card and the related
credit card agreement, all monthly billing statements and any collection
efforts of the Bank conform and will conform in all material respects with all
federal or state laws or regulations applicable to the extension of credit to
or the collection of amounts from consumers including, without limitation, the
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act and federal and state bankruptcy and debtor relief laws
("CONSUMER LAWS").

                  6.2 NON-CONTRAVENTION. The performance by the Bank of its
obligations under this Agreement will not


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conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, any agreement or instrument to which the Bank is
party or by which the Bank is bound, nor will such performance result in any
violation of the provisions of the articles of association or the by-laws of
the Bank or any applicable law or statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the Bank.

                  Section 7. COVENANTS OF THE COMPANY. The Company hereby
covenants and agrees with the Bank as follows:

                  7.1. CREDIT CARD NOTICES AND COMMUNICATIONS. The Company
will, consistent with past practices, accept and turn over to the Bank
promptly upon receipt thereof by the Company (i) subject to Section 4.1.4, any
payments made by any Cardholder with respect to any Transaction or any Credit
Card and (ii) any notices or other communications received by the Company with
respect to any Credit Card including, without limitation, customer changes of
address and other information on approved forms.

                  7.2. COMPLIANCE WITH APPLICABLE LAW. The Company will, at
all times, comply in all material respects with all Consumer Laws.

                  7.3. RULES. The Company shall comply with such written rules
and operating instructions relating to the use of the Credit Cards, the
distribution of applications, Credit Card security, authorization procedures,
"downtime" procedures and other matters related to this Agreement as the Bank
may, from time to time, promulgate with prior notice to the Company; PROVIDED
that such rules and operating instructions shall be consistent with past
practices, with such changes as shall be approved by the Company in its
reasonable discretion.

                  7.4. CARDHOLDER INQUIRIES AND COMPLAINTS. If a Cardholder
makes an inquiry or complaint to the Company about the nature, quality or
quantity of goods purchased from the Company with a Credit Card, or a
Cardholder has made an inquiry or complaint to the Bank concerning the nature,
quality or quantity of goods purchased from the Company with a Credit Card,
the Company shall deal directly with the Cardholder to resolve any such
complaint or inquiry. The Company shall answer all inquiries from the Bank
about complaints made to the Bank by Cardholders within 10 days after the
Company receives an inquiry from the Bank.

                  7.5. EQUIPMENT. The company shall obtain and maintain at its
own expense such point of sale and authorization terminals, credit card
imprinters and other


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items of equipment as are necessary for it to receive authorizations, transmit
charge slip and Credit Memorandum information, process credit applications and
perform its obligations under this Agreement. Such point of sale and
authorization terminals shall be capable of communicating with the computer
equipment maintained by the Bank according to such computer programs and
telecommunications protocols as may be specified by the Bank in its reasonable
discretion from time to time subject to reasonable prior notice of any change
in such equipment or protocols.

                  7.6. EXCLUSIVITY. The Company may not accept or promote any
credit card as payment for its goods or services unless such credit card is a
Credit Card, a proprietary credit card of another division of the Company or
any Affiliate of the Company (whether or not issued by the Bank) or a credit
card issued by a bank or other Person engaged in the business of issuing
credit cards to Persons for the purpose of making payments to third parties
generally under such names as Master Card, Visa, Discover, American Express or
Optima. The Company may not issue its own credit cards or enter into an
agreement with any third party under which credit cards bearing the Mark are
issued; PROVIDED that after the second anniversary of the date hereof, the
Company shall be entitled to negotiate with any third party with respect to
the issuance of co-branded or affinity bank credit cards bearing the Mark and
to accept any Bona Fide offer by such third party if, at least 30 days prior
to accepting such Bona Fide Offer, the Company provides the Bank with an
opportunity to submit a competing offer with respect to the issuance of
co-branded or affinity bank credit cards bearing the Mark, which competing
offer, if it has terms at least as favorable to the Company as such Bona Fide
Offer, shall be accepted by the Company in lieu of such Bona Fide Offer. For
purposes of this Section 7.6, "BONA FIDE OFFER" means an offer to the Company
with respect to a program of at least two years, duration for the issuance of
co-branded or affinity bank credit cards that is, in the Company's reasonable
judgment, generally competitive in light of marketplace conditions existing at
the time (such marketplace conditions to include, without limitation, other
offers with respect to co-branded or affinity bank credit cards being made to
the Company, its Affiliates and other retail or catalogue merchants).

                  7.7. OBSOLETE MATERIALS. The Company shall reimburse the
Bank for the cost of replacing reasonable amounts of obsolete forms and other
materials if such replacement is requested by the Company due to changes in
the Mark or in the logo, colors or styles used to identify or promote the
Business.


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                  Section 8. COVENANTS OF THE BANK. The Bank hereby covenants
and agrees with the Company as follows:

                  8.1. COMPLIANCE WITH APPLICABLE LAW. The Bank will, in
issuing, billing, administering, and collecting with respect to the Credit
Cards and at all other times, comply in all material respects with all
Consumer Laws.

                  8.2. COLLECTION. The Bank will use efforts to collect from
each Cardholder the purchase price and additional taxes and other charges of
Transactions consistent with past practices and with its efforts to collect
accounts receivable under other credit cards issued by it; PROVIDED that the
Bank will initiate collection of any account receivable under a Credit Card at
or before the time such account receivable is 60 days past due. The Bank will,
consistent with past practices, determine the use and timing of dunning
letters, statement messages and collection agents and will manage all
written-off accounts (including, without limitation, the management of outside
collection agencies). The Bank may implement reasonable variances from past
collection practices after prior notice to and consultation with the Company.

                  8.3. PERFORMANCE STANDARDS. In performing its obligations
under this Agreement, subject to Section 12.11, the Bank shall comply with the
performance standards set forth in Exhibit 8.3, as such performance standards
may be modified from time to time at the reasonable request of the Bank or the
Company. Within 10 days after the end of each fiscal month, the Bank will
deliver to the Company a compliance certificate of the chief executive officer
or chief financial officer of the Bank setting forth in reasonable detail data
demonstrating compliance during such calendar month with such performance
standards. Enhancements to, and modifications or upgrades of, the computer
processing, payment, billing and information services provided by the Bank
will be made from time to time at the reasonable request of the Company. Any
such enhancements, modifications or upgrades shall, to the extent requested by
the Company, be made on terms to be agreed upon.

                  8.4. FORCE MAJEURE EVENT. After the occurrence of a Force
Majeure Event (as defined in Section 12.11) which disrupts the availability of
the services provided hereunder, the Bank may elect to reestablish the
availability of such services. If any such Force Majeure Event comparably
disrupts the performance of services similar to the services provided
hereunder with respect to one or more other credit cards issued by the Bank,
then the Bank shall reestablish the availability of such services to the same
extent and within the same timetable under


                                        14
<PAGE>

comparable circumstances as the comparable services are reestablished with
respect to such other credit cards. The Bank shall promptly notify the Company
of any Force Majeure Event and shall inform the Company whether it will
reestablish services and the timetable therefor. If the Bank chooses not to
reestablish or take measures to reestablish such services within a reasonable
period of time as would be indicated by sound business practice, the Company
shall be free to obtain such services from any supplier thereof.

                  Section 9. PROPERTY RIGHTS.

                  9.1. RIGHTS OF THE COMPANY. The Company is the owner of the
names and addresses of customers of the Business; PROVIDED that (i) as set
forth in Section 9.2, the Bank is also the owner of such information with
respect to customers of the Business who are also Cardholders and (ii) The
Limited, Inc. ("THE LIMITED") is also the owner of such information with
respect to customers of the Business until the second anniversary of the date,
if any, on which the Company ceases to be an Affiliate of The Limited.

                  9.2. RIGHTS OF BANK. Except as set forth in Section 9.1, the
Bank is the owner of all information relating to the Cardholders (including
names and addresses) and the Credit Cards, the copyright to all written
material contained in any credit card agreements, applications, billing
statements and other forms used by the Bank in the administration of its
agreements with the Cardholders, all credit scoring systems and all policies
of credit insurance issued to the Bank with respect to any Cardholder;
PROVIDED that the Bank shall not be entitled to sell, rent or otherwise
disclose any information relating to the Cardholders to any third party other
than (i) Affiliates of the Company, (ii) Persons who, in the sole judgment of
The Limited, do not compete, directly or indirectly, with any retail or
catalogue business conducted by The Limited or any of its Affiliates and (iii)
in the case of disclosure, credit agencies. Subject to Section 9.3, the
Company will not have any rights in any information or property of the Bank;
PROVIDED that the Bank will provide the Company with such information the Bank
owns with respect to Cardholders as the Company may reasonably request in
order to develop potential marketing or credit strategies.

                  9.3. DATABASE. (a) It is the intention of the parties that
the Bank will manage, maintain and develop an information marketing database
(the "DATABASE") at its own expense, subject to a mutually satisfactory
agreement with the Company pursuant to which (i) the Company will agree to
utilize the Database, (ii) the Database will be accessible from the Company's
offices and (iii) the Bank will provide


                                        15
<PAGE>

the Company with information maintained as part of the Database on terms that
are no less favorable than those offered by the Bank to any other recipient of
comparable information.

                  (b) Notwithstanding the foregoing, the Bank will, from time
to time at the request of the Company, and without charge, promptly provide
the Company with a list of the names and addresses of all Cardholders, all
holders of other proprietary credit cards of the Company or any Affiliate of
the Company (if issued by the Bank) and all other customers of the Business,
any other business of the Company and the business of any other Affiliate of
the Company. The Company shall reimburse the Bank for its costs of producing
and shipping such list in the format required by the Company within 30 days
after receipt of a request for such reimbursement from the Bank.

                  (c) Subject to Section 9.2, the Bank may make the Database
available, and provide information marketing services to, third parties on
terms reasonably determined by the Bank; PROVIDED that (i) the allocation
among the Bank, the Company and The Limited of fees charged by the Bank to
such third parties shall be agreed on a program-by-program basis or, in the
case of programs existing on the date hereof, continued consistent with past
practices and (ii) the Bank may not make the Database available, or provide
information marketing services to, any Person who, in the sole judgment of The
Limited, competes, directly or indirectly, with any retail or catalogue
business conducted by The Limited or any of its Affiliates.

                  9.4. ENVELOPE STUFFING.

                  9.4.1. Subject to the right of the Bank to include in
mailings to Cardholders periodic billing statements and any legal notices
which the Bank believes are necessary or appropriate to send to Cardholders,
the Company shall have the right to have materials advertising its products
and services included in the envelopes containing the periodic statements.
Such materials shall advertise only products and services related to the
Business, shall (unless the Company provides the Bank with notice as provided
below) be limited to seven panels per envelope and shall conform to size
requirements established from time to time by the Bank with reasonable prior
notice of any changes. The Company shall use reasonable efforts (i) to notify
the Bank at least 15 days before the proposed date of any such inclusion and
shall provide the Bank with a draft copy of any such advertising material at
the time it notifies the Bank of such mailing and (ii) to provide the Bank
with a seasonal marketing plan at least 30 days before the beginning date of
each Season. The Company shall


                                        16
<PAGE>

provide the Bank with the materials to be included in the mailing not less
than two Business Days prior to the initial insertion date. If the Company
does not notify the Bank of any such inclusion at least seven days before the
proposed date of such inclusion or if the material included does not take up
the available space, the Bank may utilize the space remaining inside the
envelopes for its own purposes; PROVIDED that (i) unless the Company provides
the Bank with notice at least 45 days before the proposed inclusion date of
the Company's intent to utilize more than seven panels per envelope, the Bank
shall be entitled to utilize at least three panels (or two panels and one
"bangtail" remittance envelope) per envelope for its own purposes and (ii) all
materials included by the Bank shall be subject to the approval of the
Company, which approval shall not be unreasonably withheld.

                  9.4.2. The Bank shall have the exclusive right to include in
any mailing to Cardholders materials advertising products and services not
related to the Business and the allocation between the Bank and the Company of
the revenues generated thereby shall be agreed on a program-by-program basis
or, in the case of programs existing on the date hereof, continued consistent
with past practices; PROVIDED that such products and services and the related
advertising materials shall be subject to the approval of the Company, which
approval shall not be unreasonably withheld or delayed (it being understood
that the Company may withhold such approval if it determines in its sole
discretion that the advertising of such products or services is inconsistent
with the image of the Business).

                  9.4.3. Notwithstanding the foregoing, (i) the Bank shall
have the right to use its own "bangtail" remittance envelopes to promote
credit life insurance to existing Cardholders no more than four times per year
or two times per Season and (ii) all materials used, or sent to Cardholders,
by the Bank under existing programs of the Bank (including, but not limited
to, credit life insurance) shall not be subject to the approval of the Company.

                  9.4.4. The Bank shall provide timely specifications
(including size and weight requirements) for all statement inserts, credit
card carriers and "bangtail" remittance envelopes.

                  Section 10. INDEMNIFICATION; CLAIMS AND ACTIONS.

                  10.1. INDEMNIFICATION BY THE COMPANY. The Company hereby
indemnities the Bank, its Affiliates and the directors, officers, employees
and agents of the Bank or any Affiliate of the Bank (each, a "RELATED PARTY")
against, and agrees to hold them harmless from, any and all losses,


                                        17
<PAGE>

claims, damages and liabilities (including, without limitation, the legal fees
and other expenses reasonably incurred in connection with any suit, action or
proceeding or any claim asserted) ("DAMAGES") incurred or suffered by any of
them arising out of or in any way related to any misrepresentation, breach of
any warranty or nonperformance of any covenant made by the Company under this
Agreement or relating to any personal or bodily injury or property damage
alleged to be caused by the sale of goods or rendering of services by the
Company.

                   10.2. INDEMNIFICATION BY THE BANK. The Bank hereby
indemnifies the Company and its Related Parties against, and agrees to hold
them harmless from, any and all Damages incurred or suffered by any of them
arising out of or in any way related to any misrepresentation, breach of any
warranty, or nonperformance of any covenant made by the Bank under this
Agreement.

                  10.3. THIRD PARTY CLAIMS/

                  10.3.1. The Bank shall not be liable to the Company for or
in connection with any claim made against the Company by any other Person
relating in any manner to this Agreement or to any services or any other
transactions contemplated hereby (other than (i) claims based upon the Bank's
failure to perform its obligations under this Agreement, its or any of its
Related Parties' negligence or willful misconduct or its failure to comply
with any law or regulation (including, without limitation, any Consumer Law),
(ii) claims by employees or subcontractors of the Bank arising from the
performance of services under this Agreement (other than claims based upon the
Company's or any if its Related Parties' negligence or willful misconduct),
(iii) claims relating to acts or omissions of the Bank and its agents in
connection with the collection of amounts owing from Cardholders and (iv)
claims relating to the submission by the Bank or its agents of data concerning
Cardholders to credit agencies), even if the Bank has been advised of the
possibility of such claims.

                  10.3.2. The Company shall not be liable to the Bank for or
in connection with any claim made against the Bank by any other Person
relating in any manner to this Agreement or to any services or other
transactions contemplated hereby (other than (i) claims based upon the
Company's failure to perform its obligations under this Agreement, its or any
of its Related Parties' negligence or willful misconduct or its failure to
comply with any law or regulation (including, without limitation, any Consumer
Law), (ii) claims by employees or subcontractors of the Company arising from
this Agreement and (iii) claims


                                        18
<PAGE>

relating to goods purchased from the Company), even if the Company has been
advised of the possibility of such claims.

                  10.4. DISPUTE RESOLUTION AND ACTIONS. The Bank and the
Company shall use their reasonable best efforts to resolve informally any
claim of either party under this Agreement. No action at law or in equity may
be instituted by any party with respect to any such claim unless such party
has satisfied its obligation under the first sentence of this Section 10.4.

                  10.5. LIMITATION AN ACTIONS. No action against either party,
regardless of form, arising out of or incidental to the matters contemplated
by this Agreement, may be brought by the other party more than one year after
the event giving rise to such cause of action occurred and is known or upon
the exercise of reasonable diligence should have been known to the injured
party.

                  10.6. REIMBURSEMENT FOR LOSSES. If, as a result of any claim
made by the Bank against any third party (including, but not limited to, an
insurer), the Bank actually receives from such third party cash proceeds (or
non-cash proceeds, whether in the form of goods or services) which represent,
in whole or in part, compensation for or reimbursement of losses or costs
actually incurred by the Company, then the Bank will hold that portion of such
proceeds fairly allocable to the Company (taking into consideration all losses
or costs actually incurred by all parties for whose benefit such payments have
been received) in trust on behalf of the Company and will promptly pay over to
the Company such allocable amount of any such cash proceeds (or, as to
non-cash proceeds, the allocable portion or, at the discretion of the Bank,
the cash equivalent thereof).

                  10.7. SURVIVAL. The provisions of this Section 10 shall
survive the termination of this Agreement.

                  Section 11. TERMINATION.

                  11.1 TERM. This Agreement shall remain in effect until the
tenth anniversary of the date hereof, shall be automatically extended until
the twelfth anniversary of the date hereof if the Company does not give at
least 12 months' prior written notice of its objection to such extension and
shall be further automatically extended in successive two-year increments if
the Bank or the Company does not give at least 12 months' prior written notice
of its objection to such extension, unless earlier terminated (a) by the Bank
or the Company in the event of a material breach by the other party of any of
such other party's obligations under this Agreement if any such breach remains
uncured 30 days after


                                        19
<PAGE>

written notice thereof to such party, (b) automatically in the event that the
Bank or the Company commences a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its
debts under any bankruptcy, insolvency or other similar law now or hereinafter
in effect, seeks the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its assets,
consents to any such relief or to the appointment of or taking possession by
any such official in an involuntary case or other proceeding commenced against
it, makes a general assignment for the benefit of creditors, or fails
generally to pay its debts as they become due, or (c) by the Company upon not
less than 60 days' prior written notice to the Bank at any time after the
sixth anniversary of the date hereof if, based on the application of the
attached matrix, the applicable discount rate exceeds the highest discount
rate in such matrix and the costs to the Company under this Agreement are
substantially higher than the costs that would be incurred by the Company for
comparable credit card services over the remaining term of this Agreement from
an independent third party financial institution; PROVIDED that the Company
shall not be entitled to terminate this Agreement pursuant to clause (c)
unless the Company provides the Bank with a written description of the
material terms on which such third party financial institution proposes to
provide such services and is entitled to submit a counter-proposal within 30
days of receipt of such description. If the Bank submits a counter-proposal
with terms substantially similar to those set forth in such third party's
proposal or agrees to maintain the discount rate at the highest discount rate
in the attached matrix, this Agreement shall remain in full force and effect,
modified as may be necessary to reflect the terms included in the Bank's
counter-proposal. Subject to Section 11.2, the termination of this Agreement
shall not affect the obligations of the Cardholders to the Bank, the
obligation of the Company and the Bank to make the payments required under
Section 4 with respect to Transactions that occurred before the date of
termination, the rights of the Bank under Sections 4.4, 7.4 and 9.1 and the
rights of the Company under Section 9.1. Sections 10, 11 and 12 of this
Agreement shall survive any such termination.

                  11.2. EFFECT OF TERMINATION. Upon termination of this
Agreement, the Company will have the option to purchase the then-outstanding
Credit Card account balances not previously written-off by the Bank (subject
to the terms of any securitization of such account balances) at the face
amount thereof, without recourse to the Bank, and will be provided with all
related account information and other account data; PROVIDED that the Company
will be required to purchase such then-outstanding Credit Card account
balances on such terms if the Company objects to any automatic


                                        20
<PAGE>

extension of this Agreement pursuant to Section 11.1. All payments by the
Company pursuant to this Section 11.2 shall be made not later than one
Business Day after termination of this Agreement by wire transfer of
immediately available funds to an account notified by the Bank to the Company
not less than two Business Days prior to the payment date. Upon any
termination of this Agreement, (i) the Company (at its sole expense) shall
notify all Cardholders that the Bank is no longer the processor of their
Credit Card accounts and (ii) the Company and the Bank shall cooperate in
facilitating the transition to a new processor.

                  11.3. EXTENSION. Any services which the parties hereto
mutually agree to be rendered after the termination of this Agreement shall be
rendered pursuant to all of the terms and provisions of this Agreement.

                  Section 12. MISCELLANEOUS.

                  12.1. NOTICES. All notices, requests and other
communications to any party hereunder shall be in writing (including telecopy
or similar writing) and shall be given, if to the Company, to:

                             The Limited Stores, Inc.
                             Three Limited Parkway
                             Columbus, Ohio 43230
                             Attn: General Counsel
                             Telecopy: 614-479-7188
with a copy to:
                             The Limited, Inc.
                             Three Limited Parkway
                             Columbus, Ohio 43230
                             Attn: General Counsel
                             Telecopy: 614-479-7188
and a copy to:
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                             New York, New York 10017
                             Attn: Dennis S. Hersch
                             Telecopy: 212-450-4800

and if to the Bank, to:
                             World Financial Network National Bank
                             4590 East Broad Street
                             Columbus, Ohio 43213
                             Attn: Daniel T. Groomes
                             Telecopy: 614-755-3418

                                        21
<PAGE>

or to such other address or telecopy number and with such other copies, as
such party may hereafter specify for the purpose by notice to the other
parties. Each such notice, request or other communication shall be effective
(i) if given by telecopy, when such telecopy is transmitted to the telecopy
number specified in this Section and evidence of receipt is received or (ii)
if given by any other means, upon delivery or refusal of delivery at the
address specified in this Section 12.1.

                  12.2. AMENDMENTS; NO WAIVERS.

                  12.2.1. Any provision of this Agreement may be amended only
if such amendment is in writing and signed by all parties thereto.

                  12.2.2. No failure or delay by any party in exercising any
right, power or privilege under this Agreement shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.

                  12.3. EXPENSES. All costs and expenses incurred in
connection with the this Agreement or the transactions contemplated hereby
shall be paid by the party incurring such cost or expense.

                  12.4. SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns; PROVIDED that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party. Notwithstanding the
foregoing, (i) the Bank may from time to time assign any or all of its rights
and obligations hereunder to any Affiliate of the Bank, provided that any such
assignee of the Bank's obligations hereunder shall have the capability to
perform such obligations without impairing the quality of the services
provided to the Company, (ii) the Company shall assign or otherwise transfer
all of its rights and obligations under this Agreement (A) to the purchaser of
all or substantially all of the assets of the Business or (B) to any
corporation which is a successor (whether by merger, consolidation or
otherwise) to the Company or any successor (whether by merger, consolidation
or otherwise) thereto, in each case subject to the execution by such assignee
or transferee of an agreement to be bound by the provisions of this Agreement
and (iii) the Bank may from time to time sell accounts receivable for
securitization, retaining its processing and servicing


                                        22
<PAGE>

obligations with respect thereto (it being understood that (A) the purchaser
of such accounts receivable shall have no recourse against the Company for any
reason whatsoever and (B) the Bank hereby indemnities the Company and its
Related Parties against, and agrees to hold them harmless from, any and all
Damages incurred or suffered by any of them in connection with any claims made
by such purchaser).

                  12.5. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the law of the State of New York (without
regard to the choice of law provisions thereof).

                  12.6. COUNTERPARTS; EFFECTIVENESS. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto or
thereto shall have received a counterpart hereof signed by the other parties
hereto.

                  12.7. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements, understandings and negotiations, both
written and oral, between the parties with respect to such subject matter. No
representation, inducement, promise, understanding, condition or warranty not
set forth herein has been made or relied upon by any party hereto. Neither
this Agreement nor any provision thereof is intended to confer upon any Person
other than the parties any rights or remedies hereunder.

                  12.8. JURISDICTION. Any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated thereby may
be brought against any of the parties in the United States District Court for
the Southern District of New York or any state court sitting in the City of
New York, Borough of Manhattan, and each of the parties hereby consents to the
exclusive jurisdiction of such court (and of the appropriate appellate courts)
in any such suit, action or proceeding and waives any objection to venue laid
therein. Process in any such suit, action or proceeding may be served on any
party anywhere in the world, whether within or without the State of New York.
Without limiting the foregoing, the parties agree that service of process upon
such party at the address referred to in Section 12.1, together with written
notice of such service to such party, shall be deemed effective service of
process upon such party.


                                        23
<PAGE>

                  12.9. CAPTIONS. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.

                  12.10. DEFINED TERMS. The following terms, as used herein,
shall have the following meanings:

                  12.10.1. "AFFILIATE" means, with respect to any Person, any
Person directly or indirectly controlling, controlled by, or under common
control with such other Person. For purposes of this definition, "CONTROL"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.

                  12.10.2. "BUSINESS DAY" means a day other than a Saturday,
Sunday or other day on which commercial banks in New York, New York or
Columbus, Ohio are authorized or required by law to close.

                  12.10.3. "PERSON" means an individual, a corporation., a
partnership, an association, a trust or other entity or organization,
including a government or political subdivision or an agency or
instrumentality thereof.

                  12.10.4. "SEASON" means (i) the period from the first day of
the fiscal month of February to the last day of the fiscal month of July and
(ii) the period from the first day of the fiscal month of August to the last
day of the fiscal month of January.

                  12.11. FORCE MAJEURE. Notwithstanding the provisions of
Section 8.3, neither the Bank nor its affiliates shall be liable in any manner
to the Company for any failure to perform their obligations under this
Agreement resulting in any manner from delay, failure in performance, loss or
damage due to fire, strike, embargo, explosion, power blackout, earthquake,
flood, war, the elements, labor disputes, civil or military authority, acts of
God, public enemy, inability to secure fuel, acts or omissions of carriers or
other causes beyond their reasonable control, whether or not similar to any of
the foregoing (a "FORCE MAJEURE EVENT").


                                        24
<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized officers effective on the day and year
first above written.


                                        WORLD FINANCIAL NETWORK
                                        NATIONAL BANK

                                        By: /s/ Timothy B. Lyons
                                           ------------------------------------
                                        Name: Timothy B. Lyons
                                        Title:


                                        THE LIMITED STORES, INC.

                                        By: /s/ Timothy B. Lyons
                                           ------------------------------------
                                        Name: Timothy B. Lyons
                                        Title:


                                        AMERICAN RECEIVABLE FACTORING, INC.

                                        By: /s/ Timothy B. Lyons
                                           ------------------------------------
                                        Name: Timothy B. Lyons
                                        Title:



                                        25
<PAGE>

                  AMENDMENT TO CREDIT CARD PROCESSING AGREEMENT

This Amendment is entered into as of October 5, 2000, and amends that certain
Credit Card Processing Agreement between World Financial Network National
Bank, ("Bank ") and The Limited Stores, Inc. and American Receivable
Factoring, Inc. (hereinafter referred to collectively as 'Company"), dated
January 31, 1996.

                  WHEREAS, Bank and Company entered into that certain Credit
Card Processing Agreement dated January, 31, 1996, (the "Agreement"); and,

                  WHEREAS, Bank and Company now desire to amend the Agreement
as set forth herein;

                  NOW, THEREFORE, Bank and Company hereby agree as follows:


1. Sections 9.3 (a) and 9.3(c) are hereby deleted in their entirety.

2. The Effective Date of this Amendment shall be June 1, 2000.

3. As hereby amended and supplemented, the Agreement shall remain in full
force and effect,

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment the date set forth above.


WORLD FINANCIAL NETWORK NATIONAL BANK
(Retail Factoring, Inc.)


By: /s/ Daniel T. Groomes
   ----------------------------------
Daniel T. Groomes, President


THE LIMITED STORES, INC.                   American Receivable Factoring, Inc.


By: /s/ Illegible                          By: /s/ Timothy B. Lyons
   -----------------------------------       -----------------------------------
Title:  VP-CRM                             Title: VP
        Limited Inc.