<PAGE>

                                     [LETTERHEAD]



Report of Independent Accountants on Applying Agreed-Upon Procedures


U.S. Bancorp

We have performed the procedures enumerated below, which were agreed to by U.S.
Bank National Association ND (formerly First Bank of South Dakota), the
Transferor, and FBS Card Services, Inc., the Servicer, wholly-owned subsidiaries
of U.S. Bancorp (collectively known as the "Companies"), pursuant to the Pooling
and Servicing Agreement dated February 1, 1997 and the Supplement dated February
27, 1997 (the "PSA"), solely to assist you with respect to the First Bank
Corporate Card Master Trust Series 1997-1 (the "Trust") and compliance with the
PSA. This engagement to apply agreed-upon procedures was performed in accordance
with standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the responsibility of
the specified users of the report. Consequently, we make no representation
regarding the sufficiency of the procedures described below either for the
purpose for which this report has been requested or any other purpose.

Our procedures, with respect to the PSA, were as follows:

SECTION 3.1 - ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATED TO THE
SERVICER

  1.  Obtained a copy of the December 31, 1997 Monthly Certificateholder
      Statement (the "Statement") as evidence that FBS Card Services, Inc. is
      the Servicer.

  2.  Obtained a copy of the State of Minnesota and the State of South Dakota
      Certificates of Good Standing for FBS Card Services, Inc. dated February
      19, 1997.

  3.  Obtained the Statements for the months of February 1997 through December
      1997 and on a sample basis agreed information from ancillary systems to
      the Statements. The results of these procedures are reported in a separate
      letter to U.S. Bancorp and Citibank, N.A. dated April 22, 1998.

<PAGE>

                                         -2-


  4.  Inquired of Randy Ritterman, Assistant Vice President, regarding whether
      FBS Card Services, Inc. has procedures for identifying and accounting for
      Ineligible Receivables, as defined by Section 2.4 (d) of the PSA, and for
      payments received with respect to Ineligible Receivables, separately from
      its accounting for Collections on Receivables retained by the Trust. Randy
      Ritterman represented that FBS Card Services, Inc. has procedures for
      identifying and accounting for Ineligible Receivables, as defined by
      Section 2.4 (d) of the PSA, and for payments received with respect to
      Ineligible Receivables, separately from its accounting for Collections on
      Receivables retained by the Trust.

  5.  Obtained documentation from J.H. Marsh McLennan, U.S. Bancorp's fidelity
      bond coverage provider, indicating that FBS Card Services, Inc., maintains
      fidelity bond coverage to insure against losses resulting from wrongdoing
      of its officers and employees servicing charge card receivables.

SECTION 3.2 - SERVICING COMPENSATION

  1.  Obtained the Statements for February 1997 through December 1997 and
      recalculated FBS Card Services, Inc.'s servicing fee to be an amount equal
      to 1/12 of the product of the series servicing fee rate (1%) by the
      servicing base amount, and the first month's servicing fee is reduced to
      reflect only the number of days in the month from closing through the day
      preceding the initial distribution date, and the servicing fees are
      equally allocated between certificates.

SECTION 3.3 - REPRESENTATIONS AND WARRANTIES OF THE SERVICER

  1.  Obtained the State of Minnesota and South Dakota Certificates of Good
      Standing) from Randy Ritterman, U.S. Bancorp Assistant Vice President,
      indicating FBS Card Services, Inc., is duly incorporated and in good
      standing under Minnesota laws, and has full corporate power, authority
      and legal right to its own properties and conduct its charge card
      business and to execute, deliver and perform its obligations under the
      PSA.

  2.  Inquired of Randy Ritterman, Assistant Vice President, whether FBS Card
      Services, Inc. has obtained all licenses and approvals necessary to
      service the Receivables as required under federal and Minnesota law. Randy
      Ritterman represented that FBS Card Services, Inc. has obtained the above
      referenced licenses and approvals necessary to service the Receivables as
      required under federal and Minnesota law.

  3.  Compared the names of the signers (Donald Jacobson and Randy Ritterman) on
      the Statements to the Board of Directors' resolutions indicating that the
      signers' Statements are authorized to act on behalf of the Companies.

  4.  Inquired of Randy Ritterman, Assistant Vice President, regarding whether
      to the best of his knowledge, there are no proceedings or investigations
      pending related to

<PAGE>

                                         -3-


      the servicing of Trust Receivables, as defined in Section 1.1 of the PSA.
      Randy Ritterman represented that there are no proceedings or
      investigations pending related to the servicing of Trust Receivables, as
      defined in Section 1.1 of the PSA.

  5.  Inquired of Randy Ritterman, Assistant Vice President, regarding whether
      to the best of his knowledge, FBS Card Services, Inc. has not permitted
      any rescission or cancellation of any Receivable, as defined in Section
      1.1 of the PSA, except as ordered by a court of competent jurisdiction or
      other Governmental Authority. Randy Ritterman represented that FBS Card
      Services, Inc. has not permitted any rescission or cancellation of any
      Receivable, as defined in Section 1.1 of the PSA, except as ordered by a
      court of competent jurisdiction or other Governmental Authority.

  6.  Inquired of Randy Ritterman, Assistant Vice President, regarding whether
      to the best of his knowledge, all approvals, authorizations, consents,
      orders, or other actions of any person or Governmental Authority required
      in connection with the execution and delivery of the PSA by FBS Card
      Services, Inc. were complete. Randy Ritterman represented that all
      approvals, authorizations, consents, orders, or other actions of any
      person or Governmental Authority required in connection with the execution
      and delivery of the PSA by FBS Card Services, Inc. were complete.

  7.  Inquired of Randy Ritterman, Assistant Vice President, regarding whether
      to the best of his knowledge, each Receivable, as defined in Section 1.1
      of the PSA, is payable pursuant to a contract which does not create a lien
      on any merchandise purchased thereunder. Randy Ritterman represented that
      each Receivable, as defined in Section 1.1 of the PSA, is payable pursuant
      to a contract which does not create a lien on any merchandise purchased
      thereunder.

SECTION 3.4 - REPORTS AND RECORDS FOR THE TRUSTEE

  1.  Inquired of Randy Ritterman, Assistant Vice President, whether upon
      reasonable prior notice he can prepare, using the Daily Total System
      Management Reports, and make available for inspection by the Trustee a
      record setting forth:

      (a) the aggregate amount of Collections, all payments paid by corporate
          clients as obligors under the Corporate Card Agreement, processed by
          the Servicer on the preceding Business day, and
      (b) the aggregate amount of Receivables, as defined in Section 1.1 of the
          PSA, as of the close of business on the preceding Business Day.

      Randy Ritterman represented that upon reasonable prior notice he can
      prepare, using the Daily Total System Management Reports, and make
      available for inspection by the Trustee a record setting forth the above
      referenced information.

<PAGE>

                                         -4-


  2.  Inquired of Randy Ritterman, Assistant Vice President, procedures to
      provide an Officer's Certificate signed by the Servicing Officer to the
      Trustee and each rating agency. Randy Ritterman represented that
      procedures are in place to provide an Officer's Certificate signed by the
      Servicing Officer to the Trustee and each rating agency.

SECTION 3.5 - ANNUAL SERVICER'S CERTIFICATE

  1.  Obtained a copy of the Annual Certificate to the Trustee, and rating
      agencies for the eleven month period ending December 31, 1997.

SECTION 3.7 - TAX TREATMENT

  1.  Inquired of Randy Ritterman, Assistant Vice President, whether to the best
      of his knowledge, the Companies have not filed a tax return or obtained an
      employer identification number on behalf of the Trust. Randy Ritterman
      represented that the Companies have not filed a tax return or obtained an
      employer identification number on behalf of the Trust.

SECTION 3.9 - REPORTS TO THE COMMISSION

  1.  Obtained a copy of the February 1997 through December 1997 Statements
      filed with the Securities Exchange Commission as required under the
      provisions of the Securities Exchange Act of 1934 and the rules and
      regulations of the Securities Exchange Commission thereunder.

SECTION 4.1 - RIGHTS OF CERTIFICATEHOLDERS

  1.  Obtained copies of the First Bank Corporate Card Master Trust (the
      "Trust") Class A 6.40%, Asset Backed Certificates Number R-1 and R-2 and
      Class B 6.55% Asset Backed Certificate Number R-1 issued February 27,
      1997, evidencing that they represent an undivided interest in the Trust.

SECTION 4.2 - ESTABLISHMENT OF ACCOUNT

  1.  Obtained a memo from Annette Marsula, Citibank, Senior Trust Officer,
      supporting the existence of the Collection and Excess Funding Accounts in
      the name of Citibank, the Trustee.

  2.  Obtained the Interest Funding Account Statements provided to FBS Card
      Services, Inc. by Citibank, indicating the amount deposited in the
      Interest Funding Account for February 1997 through December 1997.

<PAGE>

                                         -5-


SECTION 4.3 - COLLECTIONS AND ALLOCATIONS

  1.  Confirmed with Standard & Poor's and Moody's that the Transferor, U.S.
      Bank National Association ND, has a certificate of deposit or commercial
      paper rating of at least A-1 and P-1, respectively.

  2.  Recalculated whether FBS Card Services, Inc. allocated to the Holder of
      the Exchangeable Transferor or Certificate an amount equal to the product
      of the Transfer or Percentage and the aggregate amount of Principal
      Collections and Yield Collections, respectively, in each Collection
      Period.

SECTION 8.8 - EXAMINATION OF RECORDS

  1.  Inquired of Randy Ritterman, Assistant Vice President, whether FBS Card
      Services, Inc.'s procedures clearly and unambiguously identify each
      Account in its computer or other records to reflect that the Receivables
      arising in the Account have been conveyed to the Trust. Randy Ritterman
      represented that FBS Card Services, Inc.'s procedures clearly and
      unambiguously identify each Account in its computer or other records to
      reflect that the Receivables arising in the Account have been conveyed to
      the Trust.

  2.  Inquired of Randy Ritterman, Assistant Vice President, whether, FBS Card
      Services, Inc., prior to sale or transfer to a third party, examines its
      computer and other records of any receivable held in custody, to determine
      that such receivable is not a Receivable as defined in Section 1.1. Randy
      Ritterman represented that prior to sale or transfer to a third party,
      examines its computer and other records of any receivable held in custody,
      to determine that such receivable is not a Receivable as defined in
      Section 1.1.

We were not engaged to, and did not perform an audit, the objective which would
be the expression of an opinion on the specified elements, accounts or items
thereof. Accordingly, we do not express such an opinion. Had we performed
additional procedures, other matters might have come to our attention that would
have been reported to you.

This report is intended solely for the use of the specified users listed above
and should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.

                                             Very truly yours,


                                             /s/ ERNST & YOUNG LLP

April 22,1998

<PAGE>

                                     [LETTERHEAD]



Independent Accountants' Report on Applying Agreed-Upon Procedures


U.S. Bancorp
Minneapolis, Minnesota

             First Bank Corporate Credit Card Master Trust Series 1997-1
             -----------------------------------------------------------

We have performed the procedures described below, which were agreed to by U.S.
Bank National Association ND, the Transferor (formerly First Bank of South
Dakota), and FBS Card Services, Inc., the Servicer, wholly owned subsidiaries of
U.S. Bancorp, (collectively known as the "Companies"), solely to assist you with
respect to the monthly certificateholder's statements (the "Statement") prepared
by FBS Card Services, Inc., during each of the eleven months in the
corresponding period ended December 31, 1997 pursuant to subsection 3.4 (b) of
the Pooling and Servicing Agreement dated February 1, 1997 and supplement dated
February 27, 1997 (collectively, the "Agreement"). This engagement to apply
agreed-upon procedures was performed in accordance with standards established by
the American Institute of Certified Public Accountants. The sufficiency of the
procedures is solely the responsibility of the specified users of the report.
Consequently, we make no representation regarding the sufficiency of the
procedures described below either for the purpose for which this report has
been requested or any other purpose.

We performed the procedures enumerated in the letter dated April 21, 1998 from
the Companies, included as Attachment A to this letter, to each Statement for
each of the eleven months in the corresponding period ended December 31, 1997
prepared by the Companies pursuant to subsection 3.4 (b) of the Agreement. As a
result of the procedures performed, we noted no instances where amounts set
forth in the Statements were allocated incorrectly or we were not in agreement
with the corresponding amounts in the Companies' servicing records, except as
described in Attachment B to this letter.

We were not engaged to, and did not perform an audit, the objective which would
be the expression of an opinion on the specified elements, accounts or items
thereof. Accordingly, we do not express such an opinion. Had we performed
additional

<PAGE>

                                         -2-


procedures, other matters might have come to our attention that would have been
reported to you.

This report is intended solely for the use of the specified users listed above
and should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.
However, this report may be distributed to those authorized to receive such
information as specified in the Agreement.

                                             /s/ ERNST & YOUNG LLP

April 22, 1998
<PAGE>
[LOGO]


601 Second Avenue South              ATTACHMENT A
Minneapolis, MN 55402-4302

April 21, 1998

U.S. Bancorp
Minneapolis, MN

Subsection 3.4 (b) of the Pooling and Servicing Agreement dated February 1, 1997
and the supplement to this agreement dated February 27, 1997 (collectively, the
"Agreement") between U.S. Bank National Association ND, (formerly First Bank of
South Dakota), the Transferor, FBS Card Services, Inc., the Servicer, wholly
owned subsidiaries of U.S. Bancorp, (collectively known as the "Companies"),
states that on or before April 30 of each calendar year, the Servicer shall
cause a firm of nationally recognized independent accountants to furnish a
report to the Trustee, the Servicer, and each Rating Agency that they have
compared the mathematical calculations of certain amounts for the monthly
certificates delivered pursuant to subsection 3.4 (b) of the Agreement (the
"Statement") with the computer reports of the Servicer. For each of the eleven
months in the period ended December 31, 1997, we will perform the below
agreed-upon procedures to satisfy the requirements of subsection 3.4 (b) of the
Agreement. You are responsible for the sufficiency (nature, timing, and extent)
of the below procedures and we are responsible for carrying out the procedures
and reporting the findings in accordance with Statement on Auditing Standards
No. 75.

SERIES 1997-1

1.   Obtain a copy of the Statements provided to Citibank, from Randy Ritterman,
     Assistant Vice President, for each month end for the period from February
     1997 through December 1997. Agree the name of the officers, Donald C.
     Jacobson and Randy L. Ritterman, signing the Statements to a U.S. Bancorp
     Board of Directors authorization indicating they are authorized to act on
     behalf of FBS Card Services, Inc.

2.   Compare the information contained in the February 1997 through December
     1997 Statements to Exhibit C of the Agreement.

3.   Agreed the mathematical calculations of each amount included in the
     February 1997 through December 1997 Statements by comparing the amounts
     listed on the Statements to the Companies computer reports which were the
     source of the amounts by performing the following:


The financial organization created by the merger of First Bank System and U.S.
Bancorp.


<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------

Page 1         For Item A) 1., compare the amount of the distribution to Class A
               Monthly Principal for Collections processed for the Collection
               Period for the Determination Date to the Payment to Class A
               Certificateholders as stated on the Settlement Statement, the
               spreadsheets used by FBS Card Services Inc. to summarize
               information from Total System Reports, the general ledger, and
               LIBOR index information, divided by the Amount of Class A Bonds
               ($394,800,000) for each Determination Date.

Page 1         For Item A) 2., compare the amount of the distribution to Class B
               Monthly Principal for Collections processed for the Collection
               Period for the Determination Date to the Payment to Class B
               Certificateholders as stated on the Settlement Statement divided
               by the Amount of Class B Bonds ($6,300,000) for each
               Determination Date.

Page 1         For Item A) 3., compare the amount of the distribution to
               Collateral Monthly Principal for Collections processed for the
               Collection Period for the Determination Date to the Payment to
               Collateral Certificateholders as stated on the Settlement
               Statement divided by the Amount of CIA Bonds ($18,900,000) for
               each Determination Date.

Page 1         For Item A) 4., compare the amount of the distribution to Class A
               Monthly Interest for Collections processed for the Collection
               Period for the Determination Date to the Interest Funding Account
               Payment to Class A Investors as stated on the Settlement
               Statement divided by the Amount of Class A Bonds ($394,800,000)
               for each Determination Date.

Page 1         For Item A) 5., compare the amount of the distribution to Class A
               Deficiency for Collections processed for the Collection Period
               for the Determination Date to the Interest Funding Account Class
               A Deficiency Amount as stated on the Settlement Statement divided
               by the Amount of Class A Bonds ($394,800,000) for each
               Determination Date.

Page 1         For Item A) 6., compare the amount of the distribution to Class A
               Additional Interest for Collections processed for the Collection
               Period for the Determination Date to Class A Additional Interest
               as stated on the Form of Payment and Notification Letter (Trustee
               Statement), provided by the Servicer to the Trustee monthly,


                                          2
<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------

               divided by the Amount of Class A Bonds ($394,800,000) for each
               Determination Date.

Page 1         For Item A) 7., compare the amount of the distribution to Class B
               Monthly Interest for Collections processed for the Collection
               Period for the Determination Date to the Interest Funding Account
               Payment to Class B Investors divided by the Amount of Class B
               Bonds ($6,300,000) for each Determination Date.

Page 1         For Item A) 8., compare the amount of the distribution to Class B
               Deficiency for Collections processed for the Collection Period
               for the Determination Date to the Interest Funding Account Class
               B Deficiency Amount as stated on the Settlement Statement divided
               by the Amount of Class B Bonds ($6,300,000) for each
               Determination Date.

Page 1         For Item A) 9., compare the amount of the distribution to Class B
               Additional Interest for Collections processed for the Collection
               Period for the Determination Date to Class B Additional Interest
               as stated on the Trustee Statement divided by the Amount of Class
               B Bonds ($6,300,000) for each Determination Date.

Page 1         For Item A) 10., compare the amount of the distribution to
               Collateral Monthly Interest for Collections processed for the
               Collection Period for the Determination Date to the Settlement
               Statement by adding the Collateral Monthly Interest Distributed
               and Amount Withdrawn from Spread Account to Fund Shortfalls
               divided by 1,000 divided by the amount of CIA Bonds
               ($18,900,000).

Page 1         For Item A) 11., compare the amount of the distribution to
               Accrued and unpaid Collateral Monthly Interest for the Collection
               Period for the Determination Date to the Amount of unpaid
               interest due to CIA Holder on the Settlement Statement divided by
               the amount of CIA Bonds ($18,900,000).

Page 1         For Item B.) 1.(a), compare the amount of the aggregate amount of
               Principal Collections allocated to the Class A Certificates for
               the related Collection Period by multiplying the Principal
               Component of Collections by the Class A Floating Percentage which
               is the Beginning Class A Adjusted Invested Amount divided by the
               Beginning Trust Component plus the Beginning Excess Funding
               Account Balance or the Beginning Adjusted Invested Amount plus


                                          3
<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------

               the Transferor Amount, whichever is greater, as stated on the
               Settlement Statement.

Page 1         For Item B.) 1.(b), compare the amount of the aggregate amount of
               Principal Collections allocated to the Class B Certificates for
               the related Collection Period by multiplying the Principal
               Component of Collections by the Class B Floating Percentage which
               is the Beginning Class B Invested Amount divided by the Beginning
               Trust Component plus the Beginning Excess Funding Account Balance
               or the Beginning Adjusted Invested Amount plus the Transferor
               Amount, whichever is greater, as stated on the Settlement
               Statement.

Page 1         For Item  B.) 1. (c), compare the amount of the aggregate amount
               of Principal Collections allocated to Collateral Investor
               Interest for the related Collection Period by multiplying the
               Principal Component of Collections by the Collateral Floating
               Percentage which is the Beginning Collateral Invested Amount
               divided by the Beginning Trust Component plus the Beginning
               Excess Funding Account Balance or the Beginning Adjusted Invested
               Amount plus the Transferor Amount, whichever is greater, as
               stated on the Settlement Statement.

Page 1         For Item B.) 2. (a), compare the amount of the Trust Principal
               Component as of the end of the related Collection Period to the
               General Ledger by multiplying the Ending Receivables Balance by
               one minus the Yield Factor (2.00%).

Page 1         For Item B.) 2. (b), compare the amount of the Series 1997-1
               Invested Amount for the Collection Period by adding the ending
               Class A, B and Collateral Invested Amounts on the Settlement
               Statement as of the end of the related Transfer Date.

Page 1         For Item B.) 2. (c), compare the amount of the Series 1997-1
               Adjusted Invested Amount for the Collection Period by adding the
               ending Class A, B and Collateral Invested Amounts to the
               Settlement Statement as of the end of the related Transfer Date.

Page 1         For Item B.) 2. (d), compare the amount of the Series 1997-1
               Class A Invested Amount to the Beginning Class A Adjusted
               Invested Amount on the Settlement Statement as of the end of the
               related Transfer Date.


                                          4
<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------

Page 1         For Item B.) 2. (e), compare the amount of the Series 1997-1
               Class A Adjusted Invested Amount to the Ending Class A Adjusted
               Invested Amount on the Settlement Statement as of the end of the
               related Transfer Date.

Page 1         For Item B.) 2. (f), compare the amount of the Series 1997-1
               Class B Invested Amount to the Ending Class B Invested Amount on
               the Settlement Statement as of the end of the related Transfer
               Date.

Page 1         For Item B.) 2. (g), compare the amount of the Collateral
               Invested Amount to the Ending Collateral Invested Amount on the
               Settlement Statement as of the end of the related Transfer Date.

Page 2         For Item B.) 2. (h), compare the amount of the Floating
               Allocation Percentage with respect to the related Collection
               Period to the summation of the Class A, B and Collateral Floating
               Percentage, (items B. 2. (i), (j) and (k) on the Statement).

Page 2         For Item B.) 2. (i), compare the amount of the Class A Floating
               Percentage with respect to the related Collection Period to the
               Settlement Statement by dividing the Beginning Class A Adjusted
               Investment Amount by the sum of the Beginning Trust Principal
               Component and the Excess Funding Account Beginning Balance or the
               Beginning Adjusted Investment Amount and the Transferor Amount,
               whichever is greater.

Page 2         For Item B.) 2. (j), compare the amount of the Class B Floating
               Percentage with respect to the related Collection Period to the
               Settlement Statement by dividing the Beginning Class B Adjusted
               Investment Amount by the sum of the Beginning Trust Principal
               Component and the Excess Funding Account Beginning Balance or the
               Beginning Adjusted Investment Amount and the Transferor Amount,
               whichever is greater.

Page 2         For Item B.) 2. (k), compare the amount of the Collateral
               Floating Percentage with respect to the related Collection Period
               to the Settlement Statement by dividing the Beginning Collateral
               Investment Amount by the sum of the Beginning Trust Principal
               Component and the Excess Funding Account Beginning Balance or the
               Beginning Adjusted Investment Amount and the Transferor Amount,
               whichever is greater.


                                          5
<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------

Page 2         For Item B.) 2. (l), the amount of the Fixed Allocation
               Percentage with respect to the related Collection Period is not
               applicable because the Collection Periods reviewed do not fall
               into the Accumulation or Early Amortization Period as indicated 
               on the Settlement Statement.

Page 2         For Item B.) 2. (m), the amount of the Class A Fixed Percentage
               with respect to the related Collection Period is not applicable
               because the Collection Periods reviewed do not fall into the
               Accumulation or Early Amortization Period as indicated on the
               Settlement Statement.

Page 2         For Item B.) 2. (n), the amount of the Class B Fixed Percentage
               with respect to the related Collection Period is not applicable
               because the Collection Periods reviewed do not fall into the
               Accumulation or Early Amortization Period as indicated on the
               Settlement Statement.

Page 2         For Item B.) 2. (o), the amount of the Collateral Fixed
               Percentage with respect to the related Collection Period is not
               applicable because the Collection Periods reviewed do not fall
               into the Accumulation or Early Amortization Period as indicated 
               on the Settlement Statement.

Page 2         For Item B.) 3., compare the amount of the aggregate amount of
               outstanding balances in the Accounts which were delinquent as of
               the end of the last day of the related Collection Period to the
               Settlement Statement for the Aggregate Account Balance and
               Percentage of Total Receivables for (a) 30-59 days, (b) 60-89
               days, (c) 90-119 days, (d) 120-149 days and the Total.

Page 2         For Item B.) 4. (a), compare the amount of the Investor Default
               Amount for the related Collection Period to the summation of
               Class A, B and Collateral Investor Default Amounts, (items B. 4.
               (b), (c) and (d) on the Statement).

Page 2         For Item B.) 4. (b), compare the amount of the Class A Investor
               Default Amount for the related Collection Period Settlement
               Statement by multiplying the Defaulted Receivable and the Class A
               Floating Percentage.


                                          6
<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------

Page 2         For Item B.) 4. (c), compare the amount of the Class B Investor
               Default Amount for the related Collection Period to the
               Settlement Statement by multiplying the Defaulted Receivable and
               the Class B Floating Percentage.

Page 2         For Item B.) 4. (d), compare the amount of the Collateral
               Investor Default Amount for the related Collection Period to the
               Settlement Statement by multiplying the Defaulted Receivable and
               the Collateral Floating Percentage.

Page 3         For Item B.) 5.(a), compare the amount of the Aggregate Class A
               Investor Charge-Offs for the related Collection Period to the
               Class A Required Amount on the Settlement Statement.

Page 3         For Item B.) 5.(b), compare the amount of Class A Charge-Offs per
               $1,000 of original Certificate Principal Balance for the related
               Collection Period to the Class A Required Amount on the
               Settlement Statement divided by the amount of Class A Bonds
               ($394,800,000).

Page 3         For Item B.) 5.(c), compare the amount of the Aggregate Class B
               Investor Charge-Offs for the related Collection Period to the
               Class B Investor Charge-Offs amount on the Settlement Statement.

Page 3         For Item B.) 5.(d), compare the amount of Class B Charge-Offs per
               $1,000 of original Certificate Principal Balance for the related
               Collection Period to the Class B Investor Charge-Off Amount on
               the Settlement Statement divided by the amount of Class B Bonds
               ($6,300,000).

Page 3         For Item B.) 5.(e), compare the amount of the Aggregate
               Collateral Investor Charge-Offs for the related Collection Period
               to the Collateral Investor Charge-Offs Amount on the Settlement
               Statement.

Page 3         For Item B.) 5.(f), compare the amount of the Collateral 
               Charge-Offs per $1,000 of original Certificate Principal Balance 
               for the related Collection Period to the Collateral Charge-Offs 
               Amount on the Settlement Statement divided by the amount of 
               Collateral Invested Amount Bonds ($18,900,000).

Page 3         For Item B.) 5.(g), compare the amount of the Aggregate Class A
               Investor Charge-Offs reimbursed on the related Transfer Date to
               the Reimbursed Investor Charge-Offs on the Settlement Statement.


                                          7
<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------

Page 3         For Item B.) 5.(h), compare the amount of the Class A Investor
               Charge-Offs reimbursed for the related Collection Period to item
               5.(g) divided by the amount of Class A Bonds ($394,800,000).

Page 3         For Item B.) 5.(i), compare the amount of the Aggregate Class B
               Investor Charge-Offs reimbursed for the related Collection Period
               to the Reimbursed Class B Investor Charge-Offs on the Settlement
               Statement.

Page 3         For Item B.) 5.(j), compare the amount of the Class B Investor
               Charge-Offs reimbursed per $1,000 of the original Certificate
               Principal Balance for the related Collection Period to the amount
               of the Reimbursed Class B Investor Charge-Offs.

Page 3         For Item B.) 5.(k), compare the amount of the Aggregate
               Collateral Investor Charge-Offs reimbursed for the related
               Transfer Date to the Reimbursed Collateral Investor Charge-Offs
               on the Settlement Statement.

Page 3         For Item B.) 5.(l), compare the amount of the Collateral Investor
               Charge-Offs reimbursed per $1,000 of original Certificate
               Principal Balance for the related Collection Period to 
               item 5.(k) divided by the amount of Collateral Invested Amount 
               Bonds ($18,900,000).

Page 3         For Item B.) 6. (a), compare the amount of the Class A Monthly
               Servicing Fee for the related Collection Period to the Settlement
               Statement by multiplying the Initial Class A Investment Amount
               and the Net Servicing Fee Rate of 1% divided by 12.

Page 3         For Item B.) 6. (b), compare the amount of the Class B Monthly
               Servicing Fee for the related Collection Period to the Settlement
               Statement by multiplying the Initial Class B Investment Amount
               and the Net Servicing Fee Rate of 1% divided by 12.

Page 3         For Item B.) 6. (c), compare the amount of the Collateral Monthly
               Servicing Fee for the related Collection Period to the Settlement
               Statement by multiplying the Initial Collateral Investment Amount
               and the Net Servicing Fee Rate of 1% divided by 12.

Page 3         For Item B.) 7. (a), compare the amount of the Reallocated
               Collateral Principal Collections for the related Collection
               Period to the Settlement Statement.


                                          8
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Page Number                             Procedures
--------------------------------------------------------------------------------

Page 3         For Item B.) 7. (b), compare the amount of the Reallocated Class
               B Principal Collections for the related Collection Period to the
               Settlement Statement.

Page 3         For Item B.) 7. (c), compare the amount of the Collateral
               Invested Amount as of the Distribution Date to the Ending
               Collateral Invested Amount, item B. 2. (g) on the Settlement
               Statement.

Page 3         For Item B.) 7. (d), compare the amount of the Reallocated Class
               B Invested Amount as of the Distribution Date to the Ending Class
               B Invested Amount, item B. 2. (f) on the Settlement Statement.

Page 4         For Item B.) 8. (a), compare the amount of the Aggregate Yield
               Collections (including Net Interchange) processed during the
               related Collection Period allocated in respect of the Class A
               Investor Certificate to the Settlement Statement by multiplying
               the Yield Collections by the Class A Floating Percentage, defined
               in item B. 2. (i) on the Statement.

Page 4         For Item B.) 8. (b), compare the amount of the Aggregate Yield
               Collections (including Net Interchange) processed during the
               related Collection Period allocated in respect of the Class B
               Investor Certificate to the Settlement Statement by multiplying
               the Yield Collections by the Class B Floating Percentage, defined
               in item B. 2. (j) on the Statement.

Page 4         For Item B.) 8. (c), compare the amount of the Aggregate Yield
               Collections (including Net Interchange) processed during the
               related Collection Period allocated in respect of the Collateral
               Investor Certificate to the Settlement Statement by multiplying
               the Yield Collections by the Collateral Floating Percentage,
               defined in item B. 2. (k) on the Statement.

Page 4         For Item B.) 9. (a), compare the amount of the Principal Funding
               Account Amount on the related Transfer Date to the Principal
               Funding Account ending balance on the Settlement Statement.

Page 4         For Item B.) 9. (b), compare the amount of the Deficit Controlled
               Accumulation Amount with respect to the related Collection Period
               to the Deficit Controlled Accumulation Amount on the Settlement
               Statement.


                                          9
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Page Number                             Procedures
--------------------------------------------------------------------------------


Page 4         For Item B.) 9. (c), compare the amount of the Principal Funding
               Investment Proceeds deposited in the Collection Account on the
               related Transfer Date to the Principal Funding Investment
               Proceeds on the Settlement Statement.

Page 4         For Item B.) 9. (d), compare the amount of the Reserve Draw
               Amount deposited in the Collection Account on the related
               Transfer Date to the Reserve Draw Amount on the Settlement
               Statement.

Page 4         For Item B.) 10., compare the amount of the Reserve Draw Amount
               on the related Transfer Date to the Reserve Draw Amount on the
               Settlement Statement.

Page 4         For Item B.) 11., compare the amount of the Overconcentration
               Draw Amount on the related Transfer Date to the Overconcentration
               Draw Amount on the Settlement Statement.

Page 4         For Item B.) 12. (a), compare the amount of the Class A Available
               Funds on deposit in the Collection Account on the related
               Transfer Date to the Class A Available funds on the Settlement
               Statement which is Yield Collections minus Servicer Interchange
               multiplied by the sum of the Class A Floating Percentage, Reserve
               Draw Amount, Interest and Earnings included in Class A Available
               Funds, and Principal Funding Investment Proceeds.

Page 4         For Item B.) 12. (a), compare the amount of the Class B Available
               Funds on deposit in the Collection Account on the related
               Transfer Date to the Class B Available funds on the Settlement
               Statement which is Yield Collections minus Servicer Interchange
               multiplied by the Class B Floating Percentage.

Page 4         For Item B.) 12. (a), compare the amount of the Collateral
               Available Funds on deposit in the Collection Account on the
               related Transfer Date to the Collateral Available funds on the
               Settlement Statement which is Yield Collections minus Servicer
               Interchange multiplied by the Collateral Floating Percentage.

Page 4         For Item B.) 13. (a), compare the amount of the Portfolio Yield
               for the related Collection Period to the Portfolio Yield on the
               Settlement Statement which is Yield Component of Collections plus
               Interest and Earnings on funds on deposit in Excess Funding
               Account times Floating Allocation Percentage plus Principal 


                                          10
<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------

               Funding Investment Proceeds, Reserve Draw Amount, and
               Overconcentration Draw Amount, minus Investor Default Amount
               allocable to Series 1997-1 divided by the Ending Class B Invested
               Amount, and the Ending Collateral Invested Amount, multiplied by
               12.

Page 4         For Item B.) 13. (b), compare the amount of the Base Rate for the
               related Collection Period to the Base Rate on the Settlement
               Statement which is the sum of Class A, B and Collateral Monthly
               Interest and Class A, B and Collateral Servicing Fee divided by
               the sum of the Ending Class A Invested Amount, the Ending Class B
               Invested Amount, and the Ending Collateral Invested Amount,
               multiplied by 12.

Page 4         For Item B.) 14., compare the amount of the Monthly Payment Rate
               for the related Collection Period by dividing collections from
               the Settlement Statement by the Ending Receivables balance for
               the prior month from the Settlement Statement.

Page 4         For Item B.) 15., compare the amount of the Principal Payment
               Rate for the related Collection Period by dividing the Principal
               Component of Collections by the Ending Trust Principal Component
               for the prior month from the Settlement Statement.

Page 4         For Item B.) 16. compare the amount of the Gross Losses as a
               Percentage of Charge Volume and Fees for the related Collection
               Period to the Settlement Statement by dividing the Gross
               Defaulted Receivables by Gross Charge Volume and Fees multiplied
               by the Monthly Payment Rate, item B. 14. on the Statement,
               multiplied by 12.

Page 4         For Item B.) 17., compare the amount of the Minimum Transferor's
               Percentage for the related Collection Period to the product of
               the maximum aggregate adjustments / Gross Charge Volume & Fees
               over past 12 months, the Dilution Horizon Percentage, Gross
               Charge Volume & Fees / Ending Receivables, and Stressed Trust
               Dilution Factor Balance divided by 2, rounded up, and multiplied
               by 2 if greater than .01 as stated on the Settlement Statement.

Page 5         For Item 1., compare the amount of the Investor Percentage of
               Principal Collections for the related Collection Period by
               multiplying the Principal Component of Collections from the 


                                          11
<PAGE>

Page Number                             Procedures
--------------------------------------------------------------------------------


               Settlement Statement by the Floating Allocation Percentage at
               item B. 2. (h) on the Statement.

Page 5         For Item 2., compare the amount of the Investor Percentage of
               Yield Collections for the related Collection Period by
               multiplying the Yield Component and Interest Earnings on Funds in
               Excess Funding Account on the Settlement Statement by the
               Floating Allocation Percentage at item B.2. (h) on the Statement.

Page 5         For Item 3., compare the amount of the Investor Percentage of Net
               Interchange for the related Collection Period to the Settlement
               Statement by multiplying the Net Interchange from the Settlement
               Statement by the Floating Allocation Percentage at item B. 2. (h)
               on the Statement.

Page 5         For Item 4., compare the amount of the Servicer Interchange for
               the related Collection Period to the Servicer Interchange Amount
               on the Settlement Statement.

Page 5         For Item 5., compare the amount of the aggregate amount of funds
               on deposit in Collection Account allocable to Series 1997-1
               Certificates to the Settlement Statement by adding Collections
               and Net Interchange.

Page 5         For Item 6., compare the amount of the Funds in Principal Funding
               Account allocable to Series 1997-1 Certificates for the related
               Collection Period to the Settlement Statement.

Page 5         For Item 7., compare the amount of the aggregate amount of funds
               paid in accordance with the Loan Agreement pursuant to Section
               4.11 by adding the Collateral Monthly Interest Funded and Amounts
               due Collateral Interest Holder on the Settlement Statement.

Page 5         For Item 8., compare the amount of the Required Collateral
               Invested Amount over the Collateral Invested Amount for the
               related Collection Period to the Settlement Statement.

Page 5         For Item 9., compare the amount of the Collateral Invested Amount
               for the related Collection Period to item B. 2. (g) on the
               Statement.


                                          12
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Page Number                             Procedures
--------------------------------------------------------------------------------

Page 5         For Item 10. (i), compare the amount of Monthly Interest,
               Deficiency Amounts, and Additional Interest payable to the Class
               A Certificateholders for the related Collection Period to the
               Settlement Statement.

Page 5         For Item 10. (ii), compare the amount of Monthly Interest,
               Deficiency Amounts, and Additional Interest payable to the Class
               B Certificateholders for the related Collection Period to the
               Settlement Statement.

Page 5         For Item 10. (iii), compare the amount of Monthly Interest,
               Deficiency Amounts, and Additional Interest payable to the
               Collateral Interest Holder for the related Collection Period to
               the Settlement Statement.

Page 5         For Item 11. (i), compare the amount of Principal payable to the
               Class A Certificateholders for the related Collection Period to
               the Settlement Statement.

Page 5         For Item 11. (ii), compare the amount of Principal payable to the
               Class B Certificateholders for the related Collection Period to
               the Settlement Statement.

Page 5         For Item 11. (iii), compare the amount of Principal payable to
               the Collateral Interest Holder for the related Collection Period
               to the Settlement Statement.

Page 5         For Item 12. (i), compare the amount of all amounts payable to
               the Class A Certificateholders for the related Collection Period
               from the summation of item 10. (i) and 11. (i) on the Statement.

Page 5         For Item 12. (ii), compare the amount of all amounts payable to
               the Class B Certificateholders for the related Collection Period
               from the summation of item 10. (ii) and 11. (ii) on the
               Statement.

Page 5         For Item 12.) (iii), compare the amount of all amounts payable to
               the Collateral Interest Holder for the related Collection Period
               from the summation of item 10. (iii) and 11. (iii) on the
               Statement.

Page 5         For Item 13.), compare the status of an Early Amortization Event
               to the Settlement Statement.


                                          13
<PAGE>

                                        Very truly yours,

                                        Ernst & Young LLP

                                        Acknowledgments:

                                        /s/ Randy L. Ritterman
                                        ----------------------------------------
                                        Randy L. Ritterman
                                        U.S. Bancorp



                                        /s/ David P. Grandstrand
                                        ----------------------------------------
                                        David P. Grandstrand
                                        U. S. Bancorp


                                          14
<PAGE>


                                    ATTACHMENT B
                                DETAIL OF EXCEPTION

<TABLE>
<CAPTION>


     MARCH 1997 MONTHLY                                              AS                 AS
CERTIFICATEHOLDER STATEMENT                  DESCRIPTION         CALCULATED          REPORTED
-------------------------------------------------------------------------------------------------
<S>                           <C>                                <C>                 <C>
                              Gross Losses as a Percentage of
Page 4, Item B.) 16           Charge Volume & Fees                  0.32%              0.33%
</TABLE>