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                                                                    Exhibit 10.9

                           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 Henri Bendel, Inc., a Delaware
corporation (the "CORPORATION"), and Western 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 Henri
Bendel 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 "Henri Bendel" 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 "Henri Bendel" 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 the extension of
credit under credit standards related to

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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, promotional
material, pre-approved solicitations and instant


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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 wire 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
indemnifies 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 ON 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:

                Henri Bendel, 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 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 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 here to or there to
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:




                                       HENRI BENDEL INC.



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


                                       WESTERN FACTORING, INC.



                                       By: /s/ Timothy B. Lyons
                                          -------------------------------
                                       Name: Timothy B. Lyons
                                       Title:
<PAGE>

                    AMENDMENT TO CREDIT CARD PROCESSING AGREEMENT

This Amendment is to that certain Credit Card Processing Agreement (the
"Agreement") between World Financial Network National Bank, ("Bank"), Henri
Bendel, Inc. (the "Corporation"), and Western Factoring, Inc. ("Factoring")
(the Corporation and Factoring being collectively referred to as the
"Company") dated January 31, 1996.

                              *************************

     WHEREAS, Bank, the Corporation and Factoring entered into the Agreement
on January 31, 1996; and

     WHEREAS, the Corporation has entered into a separate agreement with
Schotenstein Bernstein Capital Group ("SBCG"), pursuant to which SBCG will
operate the Henri Bendel Chicago store from April 5, 1998 through August 31,
1998; and

     WHEREAS, the Corporation desires to permit SBCG to accept Credit Cards
from Cardholders in the Henri Bendel Chicago store; and

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

     NOW, THEREFORE,  Bank, the Corporation and Factoring hereby agree as
follows:

1.   The Agreement is hereby amended by addition of the following new
     Section 13.

     Section 13.  OPERATION OF CHICAGO STORE.

          13.1 ACCEPTANCE OF CREDIT CARDS.  Pursuant to a separate agreement
     between the Corporation and SBCG, SBCG shall operate the Henri Bendel
     Chicago store from April 5, 1998 through August 31, 1998.  SBCG shall be
     permitted to accept Credit Cards from Cardholders to purchase goods sold
     by the Business or by SBCG at the Chicago location, subject to all of
     the terms and conditions set forth in the Agreement, including without
     limitation Section 3. The Company shall ensure that all of the terms and
     conditions of this Agreement are met with respect to any Credit Card
     transactions accepted by SBCG and shall continue to be liable for the
     performance of all of its obligations pursuant to the Agreement. The
     Company will continue to operate the point of sale credit system located
     at the Henri Bendel Chicago store and will continue to make daily
     transmissions to Bank. Bank shall continue to make payments to the
     Company pursuant to the Agreement and shall have no obligation to make
     any payments to SBCG. The Company shall make separate settlements with
     SBCG pursuant to a separate agreement between SBCG and the Company.  The
     Company shall ensure SBCG's compliance with all Consumer Laws and the
     Bank's rules and operating instructions relating to the use of the
     Credit Cards, distribution of applications, Credit Card security,
     authorization procedures and "downtime" procedures. The Company shall be
     responsible for all Cardholder inquiries and complaints related to SBCG
     or the goods or services purchased from SBCG.


<PAGE>

          13.2 INDEMNIFICATION. The Company hereby indemnifies the Bank, its
     Affiliates and the directors, officers, employees and agents of the Bank
     or any Affiliate of the Bank against, and agrees to hold them harmless
     from, any and all losses, 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) incurred or suffered by any of them arising out of or in any
     way related to any acts or omissions of SBCG in connection with SBCG's
     acceptance of the Credit Cards or its operation of the Henri Bendel
     Chicago store. The provisions of this subsection 13.2 shall survive the
     termination of the Agreement.

2.   The Effective Date of this Amendment shall be May 13, 1998.

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
dates set forth below.



World Financial Network National Bank


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

Date:    5/13/98
     ---------------------------


Henri Bendel, Inc.                    Western Factoring, Inc.


By: /s/ Husein Jafferjee              By: /s/ Timothy Lyons
    -------------------------             -------------------------

Title: Vice President and CFO         Title:    VP
       ----------------------                ----------------------

Date:   5/18/98                       Date:     6/1/98
       ----------------------                ----------------------