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EXHIBIT 10.4



                         RECEIVABLES PURCHASE AGREEMENT
                         ------------------------------

                         DATED AS OF SEPTEMBER 25, 2001

                                      AMONG

                   RALCORP RECEIVABLES CORPORATION, AS SELLER,

                   RALCORP HOLDINGS, INC., AS MASTER SERVICER,

                     FALCON ASSET SECURITIZATION CORPORATION

                                       AND

          BANK ONE, NA (MAIN OFFICE CHICAGO), INDIVIDUALLY AND AS AGENT


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                         RECEIVABLES PURCHASE AGREEMENT

     THIS  RECEIVABLES  PURCHASE  AGREEMENT,  dated as of September 25, 2001, is
among  Ralcorp Receivables Corporation, a Nevada corporation ("SELLER"), Ralcorp
Holdings,  Inc.,  a Missouri corporation ("RALCORP"), as initial Master Servicer
(the  Master  Servicer  together  with  Seller,  the "SELLER PARTIES" and each a
"SELLER  PARTY"),  the entities listed on Schedule A to this Agreement (together
with  any  of  their respective successors and assigns hereunder, the "FINANCIAL
INSTITUTIONS"),  Falcon  Asset  Securitization  Corporation ("CONDUIT") and Bank
One,  NA  (Main  Office  Chicago),  as agent for the Purchasers hereunder or any
successor  agent  hereunder (together with its successors and assigns hereunder,
the  "AGENT").  Unless  defined elsewhere herein, capitalized terms used in this
Agreement  shall  have  the  meanings  assigned  to  such  terms  in  Exhibit I.

                             PRELIMINARY STATEMENTS

     Seller desires to transfer and assign Purchaser Interests to the Purchasers
from  time  to  time.

     Conduit  may,  in  its  absolute  and  sole  discretion, purchase Purchaser
Interests  from  Seller  from  time  to  time.

     In  the  event  that  Conduit  declines to make any purchase, the Financial
Institutions  shall, at the request of Seller, purchase Purchaser Interests from
time  to  time. In addition, the Financial Institutions have agreed to provide a
liquidity  facility  to  Conduit  in  accordance  with  the  terms  hereof.

     Bank One, NA (Main Office Chicago) has been requested and is willing to act
as  Agent on behalf of Conduit and the Financial Institutions in accordance with
the  terms  hereof.

                                 ARTICLE  I.

                           PURCHASE  ARRANGEMENTS

Section  1.1     Purchase  Facility.
                 -------------------

     (a) Upon the terms and subject to the conditions hereof, Seller may, at its
option,  sell and assign Purchaser Interests to the Agent for the benefit of one
or more of the Purchasers. In accordance with the terms and conditions set forth
herein,  Conduit may, at its option, instruct the Agent to purchase on behalf of
Conduit,  or  if Conduit shall decline to purchase, the Agent shall purchase, on
behalf  of  the Financial Institutions, Purchaser Interests from time to time in
an  aggregate  amount  not to exceed at such time the lesser of (i) the Purchase
Limit  and  (ii)  the aggregate amount of the Commitments during the period from
the  date  hereof  to  but  not  including  the  Facility  Termination  Date.

     (b)  Seller  may,  upon at least 30 days' notice to the Agent, terminate in
whole  or  reduce  in part, ratably among the Financial Institutions, the unused
portion  of  the  Purchase  Limit;  provided  that each partial reduction of the
Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple
thereof.

     Section 1.2 Increases Seller shall provide the Agent with prior notice in a
                 ---------
form  set  forth  as Exhibit II hereto of each Incremental Purchase (a "PURCHASE
NOTICE")  by  2:00  p.m. (Chicago time), at least two (2) Business Days prior to
the requested funding date. Each Purchase Notice shall be subject to Section 6.2
hereof  and,  except  as set forth below, shall be irrevocable and shall specify
the  requested  Purchase  Price  (which  shall  not be less than $1,000,000 or a
larger  integral  multiple of $100,000) and date of purchase and, in the case of
an  Incremental  Purchase  to  be  funded  by  the  Financial  Institutions, the
requested  Discount  Rate  and  Tranche Period; PROVIDED, HOWEVER, that not more
than  five  (5)  Purchase Notices may be delivered in any one calendar month and
not  more  than  one  (1) unfunded Purchase Notice may be outstanding at any one

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time.  Following  receipt of a Purchase Notice, the Agent will determine whether
Conduit  agrees  to  make  the  purchase. If Conduit declines to make a proposed
purchase,  Seller  may  cancel  the Purchase Notice or, in the absence of such a
cancellation, the Incremental Purchase of the Purchaser Interest will be made by
the  Financial  Institutions.  On  the  date  of each Incremental Purchase, upon
satisfaction  of  the  applicable  conditions precedent set forth in Article VI,
Conduit  or  the  Financial  Institutions,  as  applicable, shall deposit to the
Facility  Account,  in  immediately  available  funds,  no later than 12:00 noon
(Chicago  time),  an  amount  equal to (i) in the case of Conduit, the aggregate
Purchase  Price of the Purchaser Interests Conduit is then purchasing or (ii) in
the case of a Financial Institution, such Financial Institution's Pro Rata Share
of  the  aggregate  Purchase  Price  of  the  Purchaser  Interests the Financial
Institutions  are  purchasing.

     Section  1.3  Decreases.  Seller shall provide the Agent with prior written
                   ---------
notice  in  conformity with the Required Notice Period (a "REDUCTION NOTICE") of
any  proposed  reduction  of  Aggregate Capital from Collections. Such Reduction
Notice  shall  designate (i) the date (the "PROPOSED REDUCTION DATE") upon which
any  such  reduction  of  Aggregate  Capital  shall occur (which date shall give
effect  to  the  applicable  Required  Notice  Period),  and  (ii) the amount of
Aggregate  Capital to be reduced which shall be applied ratably to the Purchaser
Interests  of  Conduit  and  the  Financial  Institutions in accordance with the
amount  of Capital (if any) owing to Conduit, on the one hand, and the amount of
Capital  (if  any)  owing to the Financial Institutions (ratably, based on their
respective Pro Rata Shares), on the other hand (the "AGGREGATE REDUCTION"). Only
one  (1)  Reduction  Notice  shall  be  outstanding  at  any  time.

     Section  1.4  Payment Requirements.  All amounts to be paid or deposited by
                   --------------------
any  Seller  Party  pursuant to any provision of this Agreement shall be paid or
deposited  in accordance with the terms hereof no later than 11:00 a.m. (Chicago
time)  on  the  day when due in immediately available funds, and if not received
before  11:00  a.m.  (Chicago  time)  shall be deemed to be received on the next
succeeding  Business  Day. If such amounts are payable to a Purchaser they shall
be  paid to the Conduit, for the account of such Purchaser, at 1 Bank One Plaza,
Chicago,  Illinois 60670 until otherwise notified by the Conduit. Upon notice to
Seller, the Agent may debit the Facility Account for all amounts due and payable
hereunder.  All  computations of Yield, per annum fees calculated as part of any
CP Costs, per annum fees hereunder and per annum fees under the Fee Letter shall
be  made  on  the  basis  of  a  year  of 360 days for the actual number of days
elapsed.  If  any  amount  hereunder  shall  be  payable on a day which is not a
Business  Day, such amount shall be payable on the next succeeding Business Day.

                                    ARTICLE  II.

                            PAYMENTS  AND  COLLECTIONS

     Section  2.1 Payments. Notwithstanding any limitation on recourse contained
                  --------
in  this  Agreement, Seller shall immediately pay to the Agent when due, for the
account  of  the  relevant Purchaser or Purchasers on a full recourse basis: (i)
such  fees as set forth in the Fee Letter (which fees shall be sufficient to pay
all  fees  owing  to  the  Financial Institutions), (ii) all CP Costs, (iii) all
amounts  payable as Yield, (iv) all amounts payable as Deemed Collections (which
shall be immediately due and payable by Seller and applied to reduce outstanding
Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (v)
all  amounts required pursuant to Section 2.6, (vi) all amounts payable pursuant
to  Article  X,  if any, (vii) all Master Servicer costs and expenses, including
the  Servicing  Fee,  in connection with servicing, administering and collecting
the  Receivables,  (viii)  all  Broken  Funding Costs, and (ix) all Default Fees
(collectively, the "OBLIGATIONS"). If Seller fails to pay any of the Obligations
when  due,  Seller  agrees to pay, on demand, the Default Fee in respect thereof
until paid. Notwithstanding the foregoing, no provision of this Agreement or the
Fee  Letter  shall  require  the payment or permit the collection of any amounts
hereunder  in  excess of the maximum permitted by applicable law. If at any time

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Seller  receives any Collections or is deemed to receive any Collections, Seller
shall  immediately  pay  such  Collections  or  Deemed Collections to the Master
Servicer for application in accordance with the terms and conditions hereof and,
at all times prior to such payment, such Collections or Deemed Collections shall
be  held  in trust by Seller for the exclusive benefit of the Purchasers and the
Agent.

     Section  2.2  Collections  Prior  to  Amortization.  Prior  to  the
                   ------------------------------------
Amortization  Date,  any  Collections  and/or Deemed Collections received by the
Master  Servicer shall be set aside and held in trust by the Master Servicer for
the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as
provided in this Section 2.2. If at any time any Collections are received by the
Master  Servicer  prior  to the Amortization Date, (i) the Master Servicer shall
set  aside  the  Termination  Percentage  (hereinafter  defined)  of Collections
evidenced  by  the Purchaser Interests of each Terminating Financial Institution
and  (ii)  Seller hereby requests and the Purchasers (other than any Terminating
Financial  Institutions) hereby agree to make, simultaneously with such receipt,
a  reinvestment (each a "REINVESTMENT") with that portion of the balance of each
and  every  Collection  received  by  the  Master  Servicer  that is part of any
Purchaser  Interest (other than any Purchaser Interests of Terminating Financial
Institutions), such that after giving effect to such Reinvestment, the amount of
Capital  of  such  Purchaser  Interest  immediately  after  such  receipt  and
corresponding  Reinvestment  shall be equal to the amount of Capital immediately
prior  to  such  receipt. On each Settlement Date prior to the occurrence of the
Amortization  Date,  the  Master Servicer shall remit to the Agent's account the
amounts  set  aside  during  the  preceding Settlement Period that have not been
subject  to  a  Reinvestment  and  apply such amounts (if not previously paid in
accordance  with  Section 2.1) first, to reduce unpaid CP Costs, Yield and other
Obligations  and  second,  to  reduce  the Capital of all Purchaser Interests of
Terminating  Financial  Institutions,  applied  ratably  to  each  Terminating
Financial  Institution  according  to  its respective Termination Percentage. If
such  Capital,  CP  Costs, Yield and other Obligations shall be reduced to zero,
any  additional  Collections  received by the Master Servicer (i) if applicable,
shall be remitted to the Agent's account no later than 11:00 a.m. (Chicago time)
to  the  extent required to fund any Aggregate Reduction on such Settlement Date
and  (ii)  any  balance  remaining  thereafter shall be remitted from the Master
Servicer  to  Seller  on  such  Settlement  Date.  Each  Terminating  Financial
Institution shall be allocated a ratable portion of Collections from the date of
any  assignment  by  Conduit  pursuant  to Section 13.6 (the "TERMINATION DATE")
until  such  Terminating  Financing Institution's Capital shall be paid in full.
This  ratable  portion  shall  be  calculated  on  the  Termination Date of each
Terminating  Financial  Institution as a percentage equal to (i) Capital of such
Terminating  Financial  Institution outstanding on its Termination Date, divided
by  (ii)  the  Aggregate  Capital  outstanding  on  such  Termination  Date (the
"TERMINATION  PERCENTAGE"). Each Terminating Financial Institution's Termination
Percentage  shall  remain  constant prior to the Amortization Date. On and after
the  Amortization  Date,  each  Termination Percentage shall be disregarded, and
each  Terminating  Financial Institution's Capital shall be reduced ratably with
all  Financial  Institutions  in  accordance  with  Section  2.3.

     Section  2.3  Collections  Following Amortization. On the Amortization Date
                   -----------------------------------
and  on  each  day  thereafter,  the Master Servicer shall set aside and hold in
trust,  for  the  holder of each Purchaser Interest, all Collections received on
such  day  and  an  additional  amount  (out of the funds received by the Master
Servicer  in  its  capacity  as  such) for the payment of any accrued and unpaid
Obligations  owed by Seller and not previously paid by Seller in accordance with
Section  2.1.  On and after the Amortization Date, the Master Servicer shall, at
any  time  upon  the  request  from  time  to  time  by (or pursuant to standing
instructions  from)  the  Agent (i) remit to the Agent's account the amounts set
aside  pursuant to the preceding sentence, and (ii) apply such amounts to reduce
the Capital associated with each such Purchaser Interest and any other Aggregate
Unpaids.


<PAGE>

     Section  2.4  Application  of  Collections.  If there shall be insufficient
                   ----------------------------
funds  on deposit for the Master Servicer to distribute funds in payment in full
of  the  aforementioned  amounts pursuant to Section 2.2 or 2.3 (as applicable),
the  Master  Servicer  shall  distribute  funds:

     FIRST,  to  the  payment  of the Master Servicer's reasonable out-of-pocket
costs  and  expenses  in connection with servicing, administering and collecting
the  Receivables  ,  including  the  Servicing  Fee,  if  Seller  or  one of its
Affiliates  is  not  then  acting  as  the  Master  Servicer,

     SECOND,  to  the  reimbursement  of  the  Agent's  costs  of collection and
enforcement  of  this  Agreement,

     THIRD,  ratably to the payment of all accrued and unpaid fees under the Fee
Letter,  CP  Costs  and  Yield,

     FOURTH,  (to  the  extent  applicable)  to  the  ratable  reduction  of the
Aggregate  Capital  (without  regard  to  any  Termination  Percentage),

     FIFTH,  for  the  ratable payment of all other unpaid Obligations, provided
that  to  the  extent  such Obligations relate to the payment of Master Servicer
costs  and  expenses,  including  the  Servicing  Fee, when Seller or one of its
Affiliates is acting as the Master Servicer, such costs and expenses will not be
paid  until  after  the  payment  in  full  of  all  other  Obligations,  and

     SIXTH,  after the Aggregate Unpaids have been indefeasibly reduced to zero,
to  Seller.

Collections  applied to the payment of Aggregate Unpaids shall be distributed in
accordance with the aforementioned provisions, and, giving effect to each of the
priorities  set forth above in this Section 2.4, shall be shared ratably (within
each  priority) among the Agent and the Purchasers in accordance with the amount
of  such  Aggregate  Unpaids  owing  to  each  of  them  in respect of each such
priority.

     Section  2.5  Payment Recission. No payment of any of the Aggregate Unpaids
                   -----------------
shall  be  considered paid or applied hereunder to the extent that, at any time,
all or any portion of such payment or application is rescinded by application of
law  or  judicial  authority,  or must otherwise be returned or refunded for any
reason.  Seller  shall  remain  obligated  for  the  amount  of  any  payment or
application  so  rescinded,  returned or refunded, and shall promptly pay to the
Agent  (for  application  to  the Person or Persons who suffered such recission,
return or refund) the full amount thereof, plus the Default Fee from the date of
any  such  recission,  return  or  refunding.

     Section  2.6  Maximum  Purchaser  Interests.  Seller  shall ensure that the
                   -----------------------------
Purchaser  Interests  of the Purchasers shall at no time exceed in the aggregate
100%.  If  the  aggregate  of  the Purchaser Interests of the Purchasers exceeds
100%,  Seller shall pay to the Agent within one (1) Business Day an amount to be
applied  to  reduce the Aggregate Capital (as allocated by the Agent), such that
after  giving  effect  to  such payment the aggregate of the Purchaser Interests
equals  or  is  less  than  100%.

     Section  2.7  Clean-Up  Call.  In  addition  to Seller's rights pursuant to
                   --------------
Section  1.3,  Servicer  shall have the right (after providing written notice to
the  Agent in accordance with the Required Notice Period), at any time following
the reduction of the Aggregate Capital to a level that is less than 10.0% of the
original  Purchase  Limit,  to  repurchase from the Purchasers all, but not less
than  all,  of  the  then outstanding Purchaser Interests. The purchase price in
respect  thereof  shall  be an amount equal to the Aggregate Unpaids through the
date of such repurchase, payable in immediately available funds. Such repurchase
shall  be  without  representation,  warranty or recourse of any kind by, on the
part  of,  or  against  any  Purchaser  or  the  Agent.


<PAGE>

                                 ARTICLE  III.

                               CONDUIT  FUNDING

     Section  3.1  CP  Costs.  Seller  shall  pay  CP  Costs with respect to the
                   ---------
Capital associated with each Purchaser Interest of Conduit for each day that any
Capital  in  respect  of  such Purchaser Interest is outstanding. Each Purchaser
Interest  funded substantially with Pooled Commercial Paper will accrue CP Costs
each  day  on  a  pro rata basis, based upon the percentage share the Capital in
respect  of such Purchaser Interest represents in relation to all assets held by
Conduit  and  funded  substantially  with  related  Pooled  Commercial  Paper.

     Section  3.2  CP  Costs Payments. On each Settlement Date, Seller shall pay
                   ------------------
to  the  Agent  (for  the  benefit  of Conduit) an aggregate amount equal to all
accrued  and  unpaid  CP  Costs  in  respect  of the Capital associated with all
Purchaser  Interests  of Conduit for the immediately preceding Accrual Period in
accordance  with  Article  II.

     Section  3.3  Calculation  of  CP  Costs. On or before the 5th Business Day
                   --------------------------
immediately  preceding  each  Settlement  Date,  Conduit  shall  calculate  the
aggregate amount of CP Costs allocated to the Capital of the Purchaser Interests
for  the  applicable  Accrual  Period  and shall notify Seller of such aggregate
amount.

                                       ARTICLE  IV.

                              FINANCIAL  INSTITUTION  FUNDING

     Section  4.1  Financial Institution Funding. Each Purchaser Interest of the
                   -----------------------------
Financial Institutions shall accrue Yield for each day during its Tranche Period
at  either  the  LIBO  Rate  or  the  Base Rate in accordance with the terms and
conditions  hereof.  Until  Seller gives notice to the Agent of another Discount
Rate in accordance with Section 4.4, the initial Discount Rate for any Purchaser
Interest  transferred  to  the Financial Institutions by Conduit pursuant to the
terms  and  conditions  hereof  shall  be  the  Base  Rate.  If  the  Financial
Institutions  acquire by assignment from Conduit any Purchaser Interest pursuant
to  Article  XIII,  each  Purchaser Interest so assigned shall each be deemed to
have  a  new  Tranche  Period  commencing  on  the  date of any such assignment.

     Section  4.2  Yield  Payments.  On  the  Settlement Date for each Purchaser
                   ---------------
Interest  of  the Financial Institutions, Seller shall pay to the Agent (for the
benefit  of the Financial Institutions) an aggregate amount equal to the accrued
and  unpaid  Yield for the entire Tranche Period of each such Purchaser Interest
in  accordance  with  Article  II.

     Section  4.3  Selection  and  Continuation  of  Tranche  Periods.
                   --------------------------------------------------

     (a)  With  consultation from (and approval by) the Agent, Seller shall from
time  to  time  request  Tranche  Periods  for  the  Purchaser  Interests of the
Financial Institutions, provided that, if at any time the Financial Institutions
shall  have  a  Purchaser  Interest, Seller shall always request Tranche Periods
such  that at least one Tranche Period shall end on the date specified in clause
(A)  of  the  definition  of  Settlement  Date.

     (b)  Seller  or the Agent, upon notice to and consent by the other received
at  least  three  (3)  Business  Days  prior to the end of a Tranche Period (the
"TERMINATING  TRANCHE")  for  any Purchaser Interest, may, effective on the last
day  of  the  Terminating  Tranche:  (i) divide any such Purchaser Interest into
multiple  Purchaser Interests, (ii) combine any such Purchaser Interest with one

<PAGE>

or  more other Purchaser Interests that have a Terminating Tranche ending on the
same  day  as  such  Terminating  Tranche  or  (iii)  combine any such Purchaser
Interest  with  a  new  Purchaser  Interests  to  be  purchased  on the day such
Terminating Tranche ends, provided, that in no event may a Purchaser Interest of
Conduit  be  combined  with  a Purchaser Interest of the Financial Institutions.

     Section  4.4  Financial  Institution  Discount Rates. Seller may select the
                   --------------------------------------
LIBO  Rate  or  the  Base  Rate  for  each  Purchaser  Interest of the Financial
Institutions.  Seller shall by 11:00 a.m. (Chicago time): (i) at least three (3)
Business Days prior to the expiration of any Terminating Tranche with respect to
which  the LIBO Rate is being requested as a new Discount Rate and (ii) at least
one  (1)  Business  Day  prior to the expiration of any Terminating Tranche with
respect  to  which the Base Rate is being requested as a new Discount Rate, give
the Agent irrevocable notice of the new Discount Rate for the Purchaser Interest
associated with such Terminating Tranche. Until Seller gives notice to the Agent
of  another  Discount Rate, the initial Discount Rate for any Purchaser Interest
transferred  to  the Financial Institutions pursuant to the terms and conditions
hereof  shall  be  the  Base  Rate.

     Section  4.5  Suspension  of  the  LIBO  Rate.
                   -------------------------------
     (a)     If  any  Financial  Institution  notifies  the  Agent  that  it has
determined  that  funding  its  Pro Rata Share of the Purchaser Interests of the
Financial  Institutions  at  a LIBO Rate would violate any applicable law, rule,
regulation, or directive of any governmental or regulatory authority, whether or
not  having  the  force  of  law,  or  that  (i) deposits of a type and maturity
appropriate  to  match  fund  its  Purchaser Interests at such LIBO Rate are not
available  or  (ii)  such  LIBO  Rate  does  not  accurately reflect the cost of
acquiring  or maintaining a Purchaser Interest at such LIBO Rate, then the Agent
shall  suspend  the  availability of such LIBO Rate and require Seller to select
the  Base  Rate  for  any  Purchaser  Interest accruing Yield at such LIBO Rate.

     (b)  If  less  than  all of the Financial Institutions give a notice to the
Agent  pursuant  to Section 4.5(a), each Financial Institution which gave such a
notice  shall be obliged, at the request of the Seller, Conduit or the Agent, to
assign  all  of  its  rights  and obligations hereunder to (i) another Financial
Institution or (ii) another financial institution nominated by the Seller or the
Agent that is acceptable to Conduit and willing to participate in this Agreement
through  the Liquidity Termination Date in the place of such notifying Financial
Institution;  PROVIDED  THAT  (i)  the  notifying Financial Institution receives
payment in full, pursuant to an Assignment Agreement, of an amount equal to such
notifying  Financial  Institution's  Pro  Rata Share of the Capital and Discount
owing  to all of the Financial Institutions and all accruing but unpaid fees and
other  costs  and  expenses  payable  in  respect  of  its Pro Rata Share of the
Purchaser  Interests  of  the  Financial  Institutions, and (ii) the replacement
Financial  Institution  otherwise satisfies the requirements of Section 12.1(b).

                                   ARTICLE  V.

                         REPRESENTATIONS  AND  WARRANTIES

     Section  5.1  Representations  and  Warranties  of the Seller Parties. Each
                   -------------------------------------------------------
Seller  Party hereby represents and warrants to the Agent and the Purchasers, as
to itself, as of the date hereof and as of the date of each Incremental Purchase
and  the  date  of  each  Reinvestment  that:

     (a)  Corporate Existence and Power. Such Seller Party is a corporation duly
          -----------------------------
organized,  validly existing and in good standing under the laws of its state of
incorporation. Such Seller Party is duly qualified to do business and is in good
standing as a foreign corporation, and has and holds all corporate power and all
governmental  licenses, authorizations, consents and approvals required to carry
on  its  business in each jurisdiction in which its business is conducted except
where  the  failure to so qualify or so hold could not reasonably be expected to
have  a  Material  Adverse  Effect.


<PAGE>

     (b)  Power  and  Authority;  Due Authorization, Execution and Delivery. The
          -----------------------------------------------------------------
execution  and  delivery  by  such Seller Party of this Agreement and each other
Transaction  Document  to  which  it  is  a  party,  and  the performance of its
obligations hereunder and thereunder and, in the case of Seller, Seller's use of
the  proceeds  of  purchases made hereunder, are within its corporate powers and
authority and have been duly authorized by all necessary corporate action on its
part.  This  Agreement  and each other Transaction Document to which such Seller
Party  is  a  party  has  been duly executed and delivered by such Seller Party.

     (c)  No  Conflict.  The execution and delivery by such Seller Party of this
          ------------
Agreement  and  each  other Transaction Document to which it is a party, and the
performance  of  its  obligations  hereunder and thereunder do not contravene or
violate  (i)  its  certificate or articles of incorporation or by-laws, (ii) any
law,  rule  or  regulation  applicable  to  it, (iii) any restrictions under any
agreement,  contract  or instrument to which it is a party or by which it or any
of  its  property is bound, or (iv) any order, writ, judgment, award, injunction
or  decree  binding on or affecting it or its property, and do not result in the
creation  or  imposition  of any Adverse Claim on assets of such Seller Party or
its  Subsidiaries  (except as created hereunder) except, in any case, where such
contravention  or  violation could not reasonably be expected to have a Material
Adverse  Effect; and no transaction contemplated hereby requires compliance with
any  bulk  sales  act  or  similar  law.

     (d)  Governmental  Authorization.  Other  than  the filing of the financing
          ---------------------------
statements  required hereunder, no authorization or approval or other action by,
and  no  notice to or filing with, any governmental authority or regulatory body
is  required  for  the  due  execution and delivery by such Seller Party of this
Agreement  and  each  other  Transaction Document to which it is a party and the
performance  of  its  obligations  hereunder  and  thereunder.

     (e)  Actions,  Suits.  There  are no actions, suits or proceedings pending,
          ---------------
or  to  the  knowledge  of  such Seller Party's officers, threatened, against or
affecting  such  Seller Party, or any of its properties, in or before any court,
arbitrator  or  other body, that could reasonably be expected to have a Material
Adverse Effect. Such Seller Party is not in default with respect to any order of
any  court,  arbitrator  or  governmental  body.

     (f)  Binding  Effect. This Agreement and each other Transaction Document to
          ---------------
which  such  Seller  Party  is  a  party constitute the legal, valid and binding
obligations  of  such  Seller  Party  enforceable  against  such Seller Party in
accordance  with  their  respective  terms,  except  as  such enforcement may be
limited  by  applicable  bankruptcy, insolvency, reorganization or other similar
laws  relating  to  or  limiting  creditors'  rights  generally  and  by general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding  in  equity  or  at  law).

     (g)  Accuracy  of Information. All information heretofore furnished by such
          ------------------------
Seller  Party  or  any  of  its  Affiliates  to  the Agent or the Purchasers for
purposes  of  or in connection with this Agreement, any of the other Transaction
Documents  or  any transaction contemplated hereby or thereby, taken as a whole,
is,  and all such information hereafter furnished by such Seller Party or any of
its  Affiliates  to  the  Agent  or the Purchasers will be, true and accurate in
every  material  respect on the date such information is stated or certified and
does not and will not contain any material misstatement of fact or omit to state
a  material  fact or any fact necessary to make the statements contained therein
not  misleading.


<PAGE>

     (h)  Use  of  Proceeds.  No  proceeds  of  any  purchase  hereunder will be
          -----------------
used  (i) for a purpose that violates, or would be inconsistent with, Regulation
T,  U  or  X promulgated by the Board of Governors of the Federal Reserve System
from  time  to  time  or (ii) to acquire any security of any other Person in any
transaction  which is subject to Section 12, 13 or 14 of the Securities Exchange
Act  of  1934,  as  amended.

     (i)  Good  Title  .  Immediately  prior  to each purchase hereunder, Seller
          -----------
shall  be the legal and beneficial owner of the Receivables and Related Security
with  respect thereto, free and clear of any Adverse Claim, except as created by
the  Transaction  Documents. There have been duly filed all financing statements
or  other  similar  instruments  or  documents  necessary  under the UCC (or any
comparable  law)  of all appropriate jurisdictions to perfect Seller's ownership
interest  in  each  Receivable,  its  Collections  and  the  Related  Security.

     (j)  Perfection.  This Agreement, together with the filing of the financing
          ----------
statements  contemplated  hereby, is effective to, and shall, upon each purchase
hereunder,  transfer  to  the Agent for the benefit of the relevant Purchaser or
Purchasers  (and the Agent for the benefit of such Purchaser or Purchasers shall
acquire  from  Seller) a valid and perfected first priority undivided percentage
ownership interest or security interest in each Receivable existing or hereafter
arising  and  in the Related Security and Collections with respect thereto, free
and clear of any Adverse Claim, except as created by the Transactions Documents.
There have been duly filed all financing statements or other similar instruments
or  documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions  to perfect the Agent's (on behalf of the Purchasers) ownership or
security  interest in the Receivables, the Related Security and the Collections.

     (k)  Places  of  Business and Locations of Records. The principal places of
          ---------------------------------------------
business  and  chief executive office of such Seller Party and the offices where
it keeps all of its Records are located at the address(es) listed on Exhibit III
or  such other locations of which the Agent has been notified in accordance with
Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has
been  taken  and  completed.  Seller's Federal Employer Identification Number is
correctly  set  forth  on  Exhibit  III.

     (l)  Collections.  The  conditions  and  requirements  set forth in Section
          -----------
7.1(j)  and Section 8.2 have at all times been satisfied and duly performed. The
names  and  addresses of all Collection Banks, together with the account numbers
of the Collection Accounts of Seller at each Collection Bank and the post office
box  number  of  each Lock-Box, are listed on Exhibit IV. Seller has not granted
any Person, other than the Agent as contemplated by this Agreement, dominion and
control of any Lock-Box or Collection Account, or the right to take dominion and
control  of any such Lock-Box or Collection Account at a future time or upon the
occurrence  of  a  future  event.

     (m)  Material  Adverse  Effect.  (i) The initial Master Servicer represents
          -------------------------
and  warrants  that since June 30, 2001, no event has occurred that would have a
material  adverse effect on the financial condition or operations of the initial
Master  Servicer  and  its  Subsidiaries  or  the  ability of the initial Master
Servicer  to  perform  its  obligations  under  this  Agreement, and (ii) Seller
represents  and  warrants  that  since  the date of this Agreement, no event has
occurred  that  would  have  a  material  adverse  effect  on  (A) the financial
condition  or  operations  of  Seller,  (B) the ability of Seller to perform its
obligations  under  the  Transaction Documents, or (C) the collectibility of the
Receivables  generally  or  any  material  portion  of  the  Receivables.


<PAGE>

     (n)  Names.  Since  its  incorporation  in  September  2001, Seller has not
          -----
used  any  corporate  names, trade names or assumed names other than the name in
which  it  has  executed  this  Agreement.

     (o)  Ownership of Seller. Ralcorp owns, directly or indirectly, 100% of the
          -------------------
issued  and  outstanding  capital stock of Seller, free and clear of any Adverse
Claim.  Such  capital stock is validly issued, fully paid and nonassessable, and
there  are no options, warrants or other rights to acquire securities of Seller.

     (p)  Not  a  Holding  Company  or  an Investment Company. Such Seller Party
          ---------------------------------------------------
is  not  a  "holding  company"  or  a "subsidiary holding company" of a "holding
company"  within  the meaning of the Public Utility Holding Company Act of 1935,
as  amended,  or  any successor statute. Such Seller Party is not an "investment
company"  within  the meaning of the Investment Company Act of 1940, as amended,
or  any  successor  statute.

     (q)  Compliance  with  Law.  Such Seller Party has complied in all respects
          ---------------------
with  all  applicable  laws,  rules,  regulations,  orders,  writs,  judgments,
injunctions,  decrees  or  awards  to  which it may be subject, except where the
failure to so comply could not reasonably be expected to have a Material Adverse
Effect.  Each  Receivable,  together with the Contract related thereto, does not
contravene any laws, rules or regulations applicable thereto (including, without
limitation,  laws,  rules  and  regulations  relating  to truth in lending, fair
credit  billing,  fair  credit  reporting,  equal  credit opportunity, fair debt
collection  practices and privacy), and no part of such Contract is in violation
of  any  such  law,  rule  or  regulation,  except  where  such contravention or
violation  could  not  reasonably be expected to have a Material Adverse Effect.

     (r)  Compliance  with  Credit  and Collection Policy. Such Seller Party has
          -----------------------------------------------
complied  in  all  material  respects with the Credit and Collection Policy with
regard  to each Receivable and the related Contract, and has not made any change
to  such  Credit  and Collection Policy, except such material change as to which
the  Agent  has  been  notified  in  accordance  with  Section  7.1(a)(vii).

     (s) Payments to Originators. With respect to each Receivable transferred to
         -----------------------
Seller  under  the  Receivables  Sale  Agreement,  Seller  has  given reasonably
equivalent value to the applicable Originator in consideration therefor and such
transfer  was  not  made for or on account of an antecedent debt. No transfer by
any  Originator of any Receivable under the Receivables Sale Agreement is or may
be  voidable  under  any section of the Bankruptcy Reform Act of 1978 (11 U.S.C.
101  et  seq.),  as  amended.

     (t)  Enforceability  of  Contracts.  Each  Contract  with  respect  to each
          -----------------------------
Receivable  is  effective to create, and has created, a legal, valid and binding
obligation  of  the  related  Obligor  to  pay  the  Outstanding  Balance of the
Receivable  created  thereunder  and  any  accrued interest thereon, enforceable
against the Obligor in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws  relating  to  or  limiting  creditors'  rights  generally  and  by general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding  in  equity  or  at  law).

     (u)  Eligible  Receivables. Each Receivable included in the Net Receivables
          ---------------------
Balance  as  an  Eligible  Receivable  on  the  date  of  its purchase under the
Receivables  Sale  Agreement  was  an Eligible Receivable on such purchase date.


<PAGE>

     (v)  Net  Receivables  Balance.  Seller  has  determined  that, immediately
          -------------------------
after  giving  effect to each purchase hereunder, the Net Receivables Balance is
at  least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate
Reserves.

     (w)  Accounting.  The  manner  in  which such Seller Party accounts for the
          ----------
transactions  contemplated  by this Agreement and the Receivables Sale Agreement
does  not  jeopardize  the  analysis  of  the  transactions  described  in  the
Receivables  Sale  Agreement  as  true  sales, as set forth in the opinion to be
delivered  on  behalf  of  the  Originators  as  described on Schedule B hereto.

     Section  5.2  Financial  Institution  Representations  and Warranties. Each
                   -------------------------------------------------------
Financial  Institution  hereby  represents and warrants to the Agent and Conduit
that:

     (a)  Existence  and  Power.  Such Financial Institution is a corporation or
          ---------------------
a  banking  association  duly  organized,  validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization, and has all
corporate  power  to  perform  its  obligations  hereunder.

     (b)  No  Conflict.  The  execution  and  delivery  by  such  Financial
          ------------
Institution  of  this Agreement and the performance of its obligations hereunder
are  within  its  corporate  powers,  have been duly authorized by all necessary
corporate  action,  do not contravene or violate (i) its certificate or articles
of  incorporation  or  association  or by-laws, (ii) any law, rule or regulation
applicable  to  it,  (iii)  any  restrictions  under  any agreement, contract or
instrument  to  which it is a party or any of its property is bound, or (iv) any
order, writ, judgment, award, injunction or decree binding on or affecting it or
its  property,  and  do  not result in the creation or imposition of any Adverse
Claim  on  its  assets.  This  Agreement  has been duly authorized, executed and
delivered  by  such  Financial  Institution.

     (c)  Governmental  Authorization.  No  authorization  or  approval or other
          ---------------------------
action  by,  and  no  notice  to  or  filing with, any governmental authority or
regulatory body is required for the due execution and delivery by such Financial
Institution  of this Agreement and the performance of its obligations hereunder.

     (d) Binding Effect. This Agreement constitutes the legal, valid and binding
         --------------
obligation  of  such  Financial  Institution  enforceable against such Financial
Institution  in  accordance  with  its  terms, except as such enforcement may be
limited  by  applicable  bankruptcy, insolvency, reorganization or other similar
laws  relating  to  or  limiting  creditors'  rights  generally  and  by general
principles  of  equity  (regardless  of  whether such enforcement is sought in a
proceeding  in  equity  or  at  law).

                                  ARTICLE  VI.

                            CONDITIONS  OF  PURCHASES

     Section  6.1  Conditions  Precedent  to  Initial  Incremental Purchase. The
                   --------------------------------------------------------
initial  Incremental  Purchase  of  a Purchaser Interest under this Agreement is
subject to the conditions precedent that (a) the Agent shall have received on or
before  the  date  of such purchase those documents listed on Schedule B and (b)
the  Agent shall have received all fees and expenses required to be paid on such
date  pursuant  to  the  terms  of  this  Agreement  and  the  Fee  Letter.


<PAGE>

     Section  6.2  Conditions Precedent to All Purchases and Reinvestments. Each
                   -------------------------------------------------------
purchase  of a Purchaser Interest (other than pursuant to Section 13.1) and each
Reinvestment  shall  be  subject to the further conditions precedent that (a) in
the  case  of  each such purchase or Reinvestment: (i) the Master Servicer shall
have  delivered  to  the Agent on or prior to the date of such purchase, in form
and  substance  satisfactory  to  the Agent, all Monthly Reports as and when due
under  Section  8.5 and (ii) upon the Agent's request, the Master Servicer shall
have  delivered  to  the Agent at least three (3) days prior to such purchase or
Reinvestment  an  interim  Monthly  Report  showing  the  amount  of  Eligible
Receivables;  (b) the Facility Termination Date shall not have occurred; (c) the
Agent  shall have received such other approvals, opinions or documents as it may
reasonably  request  and  (d)  on  the date of each such Incremental Purchase or
Reinvestment,  the  following  statements  shall  be true (and acceptance of the
proceeds  of  such  Incremental  Purchase  or  Reinvestment  shall  be  deemed a
representation  and  warranty  by  Seller  that  such statements are then true):

          (i)  the  representations  and warranties set forth in Section 5.1 are
     true  and  correct  on  and  as of the date of such Incremental Purchase or
     Reinvestment  as  though  made  on  and  as  of  such  date;

          (ii)  no  event  has  occurred and is continuing, or would result from
     such  Incremental  Purchase  or  Reinvestment,  that  will  constitute  an
     Amortization  Event,  and no event has occurred and is continuing, or would
     result  from  such  Incremental  Purchase  or  Reinvestment,  that  would
     constitute  a  Potential  Amortization  Event;  and

          (iii) the Aggregate Capital does not exceed the Purchase Limit and the
     aggregate  Purchaser  Interests  do  not  exceed  100%.

It  is  expressly  understood  that  each  Reinvestment  shall, unless otherwise
directed by the Agent or any Purchaser, occur automatically on each day that the
Master  Servicer  shall receive any Collections without the requirement that any
further  action  be  taken  on  the  part  of any Person and notwithstanding the
failure  of  Seller  to  satisfy  any  of  the foregoing conditions precedent in
respect  of  such  Reinvestment.  The  failure  of  Seller to satisfy any of the
foregoing conditions precedent in respect of any Reinvestment shall give rise to
a  right of the Agent, which right may be exercised at any time on demand of the
Agent, to rescind the related purchase and direct Seller to pay to the Agent for
the  benefit  of  the Purchasers an amount equal to the Collections prior to the
Amortization  Date  that  shall  have been applied to the affected Reinvestment.

                                  ARTICLE  VII.

                                   COVENANTS

     Section  7.1  Affirmative  Covenants  of the Seller Parties. Until the date
                   ---------------------------------------------
on  which  the  Aggregate  Unpaids  have been indefeasibly paid in full and this
Agreement  terminates  in  accordance  with  its terms, each Seller Party hereby
covenants,  as  to  itself,  as  set  forth  below:

          (a)  Financial  Reporting. Such Seller Party will maintain, for itself
               --------------------
and  each  of  its  Subsidiaries,  a  system  of  accounting  established  and
administered  in  accordance  with GAAP, and furnish or cause to be furnished to
the  Agent:

               (i)  Annual  Reporting.  As  soon as practicable and in any event
                    -----------------
          within  95  days after the close of each of such Seller Party's Fiscal
          Years,  (A)  the financial statements for Ralcorp and its consolidated
          subsidiaries  described  in  Section 4.1(a)(i) of the Receivables Sale
          Agreement,  and  (B)  comparable  unaudited  stand-alone  financial
          statements for the Seller certified by an Authorized Officer of Seller
          and  prepared  in  accordance  with  GAAP.


<PAGE>

               (ii) Quarterly Reporting. As soon as practicable and in any event
                    ------------------
          within  50  days after the close of the first three Fiscal Quarters of
          each  of such Seller Party's Fiscal Years: (A) the certified financial
          statements  of  Ralcorp  and  its  Subsidiaries  referenced in section
          4.1(a)(ii)  of  the  Receivables  Sale  Agreement,  and (B) comparable
          stand-alone  financial  statements  for the Seller for the period from
          the beginning of such Fiscal Year to the end of such quarter, prepared
          in  accordance  with  GAAP  and  certified by an Authorized Officer of
          Seller

               (iii)  Compliance  Certificate.  Together  with  the  financial
                      -----------------------
          statements  required  hereunder,  a  compliance  certificate  in
          substantially  the  form  of  Exhibit  V signed by such Seller Party's
          Authorized  Officer  and  dated  the  date  of  such  annual financial
          statement  or  such quarterly financial statement, as the case may be.

               (iv)  Shareholders  Statements  and  Reports.  Promptly  upon the
                     --------------------------------------
          furnishing  thereof to the shareholders of such Seller Party copies of
          all  financial  statements, reports and proxy statements so furnished,
          except for internal communications among Ralcorp and its Subsidiaries.

               (v)  S.E.C.  Filings. Promptly upon the filing thereof, copies of
                    ---------------
          all  registration  statements  and annual, quarterly, monthly or other
          regular  reports which any Originator or any of its Subsidiaries files
          with  the  Securities  and  Exchange  Commission,  except registration
          statements  on  Form  S-8.

               (vi)  Copies of Notices. Promptly upon its receipt of any notice,
                     -----------------
          request  for  consent,  financial statements, certification, report or
          other  communication  under  or  in  connection  with  any Transaction
          Document  from  any  Person other than the Agent or Conduit, copies of
          the  same.

               (vii)  Change  in  Credit  and Collection Policy. At least thirty
                      -----------------------------------------
          (30)  days  prior  to  the  effectiveness of any material change in or
          material  amendment to the Credit and Collection Policy, a copy of the
          Credit  and  Collection  Policy  then  in  effect  and  a  notice  (A)
          indicating  such  change or amendment, and (B) if such proposed change
          or  amendment  would  be  reasonably  likely  to  adversely affect the
          collectibility  of  the  Receivables or decrease the credit quality of
          any newly created Receivables, requesting the Agent's consent thereto.

               (viii) Other Information. Promptly, from time to time, such other
                      ------------------
          information, documents, records or reports relating to the Receivables
          or the condition or operations, financial or otherwise, of such Seller
          Party  as  the Agent may from time to time reasonably request in order
          to  protect  the interests of the Agent and the Purchasers under or as
          contemplated  by  this  Agreement.

     (b)  Notices.  Such  Seller  Party  will  notify  the  Agent  in writing of
          -------
any  of  the  following  promptly  upon  learning  of  the  occurrence  thereof,
describing  the  same  and,  if  applicable,  the steps being taken with respect
thereto:

          (i)  Amortization  Events  or  Potential  Amortization  Events.  The
               ---------------------------------------------------------
          occurrence  of each Amortization Event and each Potential Amortization
          Event,  by  a statement of an Authorized Officer of such Seller Party.


<PAGE>

          (ii) Material Adverse Effect. The occurrence of any event or condition
               -----------------------
          that  has  had,  or  could  reasonably be expected to have, a Material
          Adverse  Effect.

          (iii) Termination Date. The occurrence of the "TERMINATION DATE" under
                ----------------
          and  as  defined  in  the  Receivables  Sale  Agreement.

     (c)  Compliance  with  Laws  and  Preservation of Corporate Existence. Such
          -----------------------------------------------------------------
     Seller  Party  will comply in all respects with all applicable laws, rules,
     regulations,  orders,  writs,  judgments, injunctions, decrees or awards to
     which  it  may  be subject, except where the failure to so comply could not
     reasonably be expected to have a Material Adverse Effect. Such Seller Party
     will  preserve and maintain its corporate existence, rights, franchises and
     privileges in the jurisdiction of its incorporation, and qualify and remain
     qualified  in  good  standing as a foreign corporation in each jurisdiction
     where  its  business  is conducted, except where the failure to so preserve
     and maintain or qualify could not reasonably be expected to have a Material
     Adverse  Effect.

     (d)  Audits.  Such  Seller  Party  will  furnish  to the Agent from time to
          ------
time  such  information  with respect to it and the Receivables as the Agent may
reasonably  request.  Such  Seller  Party will, from time to time during regular
business  hours as requested by the Agent upon reasonable notice and at the sole
cost  of  such  Seller Party, permit the Agent, or its agents or representatives
(and  shall  cause  each  Originator  to  permit  the  Agent  or  its  agents or
representatives),  (i)  to  examine  and  make  copies of and abstracts from all
Records  in  the  possession or under the control of such Person relating to the
Receivables and the Related Security, including, without limitation, the related
Contracts,  and  (ii) to visit the offices and properties of such Person for the
purpose  of  examining  such  materials  described  in  clause (i) above, and to
discuss matters relating to such Person's financial condition or the Receivables
and  the  Related  Security  or  any  Person's  performance  under  any  of  the
Transaction  Documents  or  any Person's performance under the Contracts and, in
each  case,  with  any  of  the  officers  or  employees of Seller or the Master
Servicer having knowledge of such matters (each, a "REVIEW"); PROVIDED, HOWEVER,
that,  so  long  as  no  Amortization  Event has occurred and is continuing, the
Seller  Parties shall only be responsible for the costs and expenses of one such
Review, which shall include any two Originators, in any one calendar year unless
the  first such Review in such calendar year is reasonably deemed unsatisfactory
by  the  Agent.

          (e)  Keeping  and  Marking  of  Records  and  Books.
               ----------------------------------------------

               (i)  The Master Servicer will (and will cause each Originator to)
          maintain  and  implement  administrative  and  operating  procedures
          (including,  without  limitation,  an  ability  to  recreate  records
          evidencing  Receivables  in  the  event  of  the  destruction  of  the
          originals  thereof),  and  keep  and  maintain  all  documents, books,
          records  and  other  information reasonably necessary or advisable for
          the  collection  of  all  Receivables  (including, without limitation,
          records  adequate  to  permit the immediate identification of each new
          Receivable  and  all  Collections  of and adjustments to each existing
          Receivable).  The Master Servicer will (and will cause each Originator
          to) give the Agent notice of any material change in the administrative
          and  operating  procedures  referred  to  in  the  previous  sentence.

               (ii)  Such  Seller Party will (and will cause each Originator to)
          (A)  on  or  prior to the date hereof, mark its master data processing
          records  and  other  books  and  records  relating  to  the  Purchaser
          Interests  with  a  legend,  acceptable  to  the Agent, describing the

<PAGE>

          Purchaser  Interests  and  (B)  upon the request of the Agent upon the
          occurrence  and  during  the  continuation of an Amortization Event or
          Potential  Amortization  Event:  (x)  mark each Contract with a legend
          describing  the  Purchaser  Interests and (y) deliver to the Agent all
          Contracts  (including,  without  limitation, all multiple originals of
          any  such  Contract)  relating  to  the  Receivables.

          (f)  Compliance  with  Contracts  and  Credit  and  Collection Policy.
               ----------------------------------------------------------------
Such  Seller Party will (and will cause each Originator to) timely and fully (i)
perform  and  comply  with all material provisions, covenants and other promises
required  to  be  observed by it under the Contracts related to the Receivables,
and  (ii) comply in all respects with the Credit and Collection Policy in regard
to  each  Receivable  and  the  related  Contract.

          (g)  Performance  and  Enforcement  of  Receivables  Sale  Agreement
               ---------------------------------------------------------------
and Performance  Undertaking.  Seller  will,  and  will require each Originator
-----------------------------
to,perform  each  of  its  respective  obligations  and  undertakings  under and
pursuant to the Receivables Sale Agreement, will purchase Receivables thereunder
in  strict  compliance  with  the  terms thereof and will vigorously enforce the
rights  and  remedies  accorded  to Seller under the Receivables Sale Agreement.
Seller  will  take  all  actions to perfect and enforce its rights and interests
(and  the  rights  and  interests  of the Agent, on behalf of the Purchasers, as
Seller's  assignee)  under  the  Receivables  Sale Agreement and the Performance
Undertaking  as  the  Agent may from time to time reasonably request, including,
without  limitation,  making  claims  to  which  it  may  be  entitled under any
indemnity,  reimbursement or similar provision contained in the Receivables Sale
Agreement  or  the  Performance  Undertaking.

          (h)  Ownership.  Seller  will  (or will cause each Originator to) take
               ---------
all  necessary  action to (i) vest legal and equitable title to the Receivables,
the  Related  Security  and the Collections purchased under the Receivables Sale
Agreement irrevocably in Seller, free and clear of any Adverse Claims other than
Adverse  Claims  in  favor  of  the Agent and the Purchasers (including, without
limitation,  the filing of all financing statements or other similar instruments
or  documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions,  with  or,  to  the  fullest  extent permitted by applicable law,
without  Seller'  signature,  to  perfect Seller's interest in such Receivables,
Related  Security  and  Collections and such other action to perfect, protect or
more  fully  evidence the interest of Seller therein as the Agent may reasonably
request),  and  (ii)  establish  and  maintain,  in  favor of the Agent, for the
benefit  of  the  Purchasers,  a  valid  and  perfected first priority undivided
percentage  ownership  interest  (and/or  a  valid  and perfected first priority
security  interest)  in all Receivables, Related Security and Collections to the
full extent contemplated herein, free and clear of any Adverse Claims other than
Adverse  Claims  in  favor  of  the  Agent  for  the  benefit  of the Purchasers
(including,  without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law)
of  all appropriate jurisdictions to perfect the Agent's (for the benefit of the
Purchasers)  interest  in such Receivables, Related Security and Collections and
such other action to perfect, protect or more fully evidence the interest of the
Agent  for  the  benefit of the Purchasers as the Agent may reasonably request).

          (i)  Purchasers' Reliance. Seller acknowledges that the Purchasers are
               ---------------------
entering  into  the transactions contemplated by this Agreement in reliance upon
Seller's  identity  as  a  legal  entity  that  is  separate  from  each  of the
Originators.  Therefore,  from  and  after the date of execution and delivery of
this  Agreement,  Seller  shall  take  all  reasonable steps, including, without
limitation,  all  steps  that  the  Agent or any Purchaser may from time to time
reasonably request, to maintain Seller's identity as a separate legal entity and
to  make  it  manifest to third parties that Seller is an entity with assets and

<PAGE>

liabilities  distinct  from  those of each Originator and any Affiliates thereof
and not just a division of an Originator or any such Affiliate. Without limiting
the generality of the foregoing and in addition to the other covenants set forth
herein,  Seller  will:

               (A) conduct its own business in its own name and require that all
          full-time employees of Seller, if any, identify themselves as such and
          not  as employees of any Originator (including, without limitation, by
          means  of  providing  appropriate  employees  with  business  or
          identification  cards  identifying  such  employees  as  Seller's
          employees);

               (B)  compensate  all  employees, consultants and agents directly,
          from  Seller's  own  funds,  for  services  provided to Seller by such
          employees,  consultants  and  agents  and, to the extent any employee,
          consultant or agent of Seller is also an employee, consultant or agent
          of  an  Originator or any Affiliate thereof, allocate the compensation
          of  such  employee,  consultant  or  agent  between  Seller  and  such
          Originator  or such Affiliate, as applicable, on a basis that reflects
          the services rendered to Seller and such Originator or such Affiliate,
          as  applicable;

               (C) clearly identify its offices (by signage or otherwise) as its
          offices  and,  if  such  office  is  located  in  the  offices  of  an
          Originator,  Seller  shall  lease  such  office at a fair market rent;

               (D) have a separate telephone number, which will be answered only
          in  its  name  and separate stationery, invoices and checks in its own
          name;

               (E)  conduct all transactions with each Originator and the Master
          Servicer  (including,  without  limitation,  any  delegation  of  its
          obligations  hereunder as Master Servicer) strictly on an arm's-length
          basis,  allocate all overhead expenses (including, without limitation,
          telephone  and  other utility charges) for items shared between Seller
          and  such  Originator  on  the  basis  of  actual  use  to  the extent
          practicable  and, to the extent such allocation is not practicable, on
          a  basis  reasonably  related  to  actual  use;

               (F) at all times have a Board of Directors consisting of at least
          three  members,  at  least  one  member  of  which  is  an Independent
          Director;

               (G)  observe  all corporate formalities as a distinct entity, and
          ensure  that  all  corporate  actions  relating  to (A) the selection,
          maintenance  or  replacement  of  the  Independent  Director,  (B) the
          dissolution  or  liquidation  of  Seller  or  (C)  the  initiation of,
          participation  in,  acquiescence  in  or  consent  to  any bankruptcy,
          insolvency, reorganization or similar proceeding involving Seller, are
          duly authorized by unanimous vote of its Board of Directors (including
          the  Independent  Director);

               (H)  maintain  Seller's  books and records separate from those of
          each  Originator  and  any  Affiliate  thereof  and  otherwise readily
          identifiable as its own assets rather than assets of an Originator and
          any  Affiliate  thereof;

               (I)  prepare  its  financial  statements separately from those of
          each  Originator and insure that any consolidated financial statements
          of  any  Originator  or  any Affiliate thereof that include Seller and
          that  are  filed  with  the  Securities and Exchange Commission or any
          other  governmental agency have notes clearly stating that Seller is a
          separate  corporate entity and that its assets will be available first
          and  foremost  to  satisfy  the  claims  of  the  creditors of Seller;


<PAGE>

               (J)  except  as  herein specifically otherwise provided, maintain
          the  funds or other assets of Seller separate from, and not commingled
          with,  those  of  any  Originator  or  any  Affiliate thereof and only
          maintain  bank  accounts  or other depository accounts to which Seller
          alone is the account party, into which Seller alone makes deposits and
          from which Seller alone (or the Agent hereunder) has the power to make
          withdrawals;

               (K)  pay  all  of  Seller's  operating expenses from Seller's own
          assets  (except for certain payments by an Originator or other Persons
          pursuant  to allocation arrangements that comply with the requirements
          of  this  Section  7.1(i));

               (L)  operate  its  business and activities such that: it does not
          engage  in  any  business  or  activity of any kind, or enter into any
          transaction  or  indenture, mortgage, instrument, agreement, contract,
          lease  or  other undertaking, other than the transactions contemplated
          and  authorized  by this Agreement and the Receivables Sale Agreement;
          and  does  not create, incur, guarantee, assume or suffer to exist any
          indebtedness or other liabilities, whether direct or contingent, other
          than  (1) as a result of the endorsement of negotiable instruments for
          deposit  or  collection or similar transactions in the ordinary course
          of  business,  (2) the incurrence of obligations under this Agreement,
          (3)  the  incurrence  of obligations, as expressly contemplated in the
          Receivables  Sale  Agreement,  to  make  payment  to  the  applicable
          Originator  thereunder  for  the  purchase  of  Receivables  from such
          Originator  under  the  Receivables  Sale  Agreement,  and  (4)  the
          incurrence of operating expenses in the ordinary course of business of
          the  type  otherwise  contemplated  by  this  Agreement;

               (M)  maintain  its  corporate  charter  in  conformity  with this
          Agreement,  such  that  it  does  not  amend,  restate,  supplement or
          otherwise  modify  its  Certificate of Incorporation or By-Laws in any
          respect  that  would  impair  its  ability to comply with the terms or
          provisions  of  any  of  the Transaction Documents, including, without
          limitation,  Section  7.1(i)  of  this  Agreement;

               (N)  maintain the effectiveness of, and continue to perform under
          the  Receivables  Sale Agreement and the Performance Undertaking, such
          that  it  does  not  amend,  restate, supplement, cancel, terminate or
          otherwise  modify  the  Receivables  Sale Agreement or the Performance
          Undertaking,  or  give  any  consent,  waiver,  directive  or approval
          thereunder  or waive any default, action, omission or breach under the
          Receivables Sale Agreement or the Performance Undertaking or otherwise
          grant  any  indulgence  thereunder,  without  (in each case) the prior
          written  consent  of  the  Agent;

               (O)  maintain  its  corporate  separateness such that it does not
          merge  or  consolidate  with  or  into,  or convey, transfer, lease or
          otherwise  dispose  of  (whether  in one transaction or in a series of
          transactions,  and  except  as  otherwise  contemplated herein) all or
          substantially  all  of  its  assets  (whether  now  owned or hereafter
          acquired)  to,  or  acquire all or substantially all of the assets of,
          any  Person,  nor  at any time create, have, acquire, maintain or hold
          any  interest  in  any  Subsidiary.

               (P) maintain at all times the Required Capital Amount (as defined
          in  the  Receivables  Sale  Agreement)  and  refrain  from  making any
          dividend,  distribution, redemption of capital stock or payment of any
          subordinated  indebtedness  which  would  cause  the  Required Capital
          Amount  to  cease  to  be  so  maintained;  and

               (Q)  take  such  other  actions  as  are necessary on its part to
          ensure  that the facts and assumptions set forth in the opinion issued
          by  Bryan  Cave  LLP,  as  counsel  for Seller, in connection with the

<PAGE>

          closing  or  initial  Incremental  Purchase  under  this Agreement and
          relating  to substantive consolidation issues, and in the certificates
          accompanying  such  opinion,  remain  true and correct in all material
          respects  at  all  times.

          (j)  Collections.  Such  Seller Party will cause (1) all proceeds from
               -----------
all  Lock-Boxes  to be directly deposited by a Collection Bank into a Collection
Account  and (2) each Lock-Box and Collection Account to be subject at all times
to a Collection Account Agreement that is in full force and effect. In the event
any  payments  relating  to  Receivables  are remitted directly to Seller or any
Affiliate  of  Seller,  Seller will remit (or will cause all such payments to be
remitted)  directly to a Collection Bank and deposited into a Collection Account
within  two (2) Business Days following receipt thereof, and, at all times prior
to  such  remittance, Seller will itself hold or, if applicable, will cause such
payments  to  be  held  in  trust for the exclusive benefit of the Agent and the
Purchasers.  Seller  will  maintain  exclusive  ownership,  dominion and control
(subject to the terms of this Agreement) of each Lock-Box and Collection Account
and  shall  not  grant the right to take dominion and control of any Lock-Box or
Collection  Account at a future time or upon the occurrence of a future event to
any  Person,  except  to  the  Agent  as  contemplated  by  this  Agreement.

          (k)  Taxes.  Such  Seller  Party will file all tax returns and reports
               -----
required  by  law  to  be  filed  by  it  and  will  promptly  pay all taxes and
governmental  charges at any time owing, except any such taxes which are not yet
delinquent  or  are  being  diligently  contested  in  good faith by appropriate
proceedings  and  for which adequate reserves in accordance with GAAP shall have
been  set  aside  on  its  books.  Seller will pay when due any taxes payable in
connection  with the Receivables, exclusive of taxes on or measured by income or
gross  receipts  of  Conduit,  the  Agent  or  any  Financial  Institution.

          (l)  Insurance.  Seller  will  maintain  in  effect,  or  cause  to be
               ---------
maintained  in  effect,  at  Seller's  own  expense, such casualty and liability
insurance  as Seller shall deem appropriate in its good faith business judgment.
The  Agent,  for  the benefit of the Purchasers, shall be named as an additional
insured  with  respect  to  all  such  liability insurance maintained by Seller.
Seller  will  pay  or cause to be paid, the premiums therefor and deliver to the
Agent  evidence  satisfactory to the Agent of such insurance coverage. Copies of
each  policy  shall  be furnished to the Agent and any Purchaser in certificated
form  upon  the  Agent's or such Purchaser's request. The foregoing requirements
shall  not  be  construed  to  negate, reduce or modify, and are in addition to,
Seller's  obligations  hereunder.

          (m)  Payment  to Applicable Originator. With respect to any Receivable
               ---------------------------------
purchased  by  Seller from an Originator, such sale shall be effected under, and
in  strict  compliance  with  the  terms  of,  the  Receivables  Sale Agreement,
including,  without  limitation,  the terms relating to the amount and timing of
payments to be made to such Originator in respect of the purchase price for such
Receivable.

     Section  7.2  Negative  Covenants  of the Seller Parties. Until the date on
                   ------------------------------------------
which  the  Aggregate  Unpaids  have  been  indefeasibly  paid  in full and this
Agreement  terminates  in  accordance  with  its terms, each Seller Party hereby
covenants,  as  to  itself,  that:

          (a)  Name  Change,  Offices  and  Records.  Such Seller Party will not
               ------------------------------------
change  its name, identity or corporate structure (within the meaning of Article
9 of any applicable enactment of the UCC) or relocate its chief executive office
or  any  office where Records are kept unless it shall have: (i) given the Agent
at  least  thirty  (30) days' prior written notice thereof and (ii) delivered to
the Agent all financing statements, instruments and other documents requested by
the  Agent  in  connection  with  such  change  or  relocation.


<PAGE>

          (b)  Change  in  Payment  Instructions  to  Obligors. Except as may be
               -----------------------------------------------
required by the Agent pursuant to Section 8.2(b), such Seller Party will not add
or  terminate  any  bank  as  a  Collection  Bank,  or  make  any  change in the
instructions  to  Obligors  regarding  payments  to  be  made to any Lock-Box or
Collection Account, unless the Agent shall have received, at least ten (10) days
before  the  proposed  effective  date  therefor,  (i)  written  notice  of such
addition,  termination  or  change  and  (ii)  with respect to the addition of a
Collection  Bank  or  a  Collection  Account or Lock-Box, an executed Collection
Account  Agreement  with  respect  to  the  new  Collection Account or Lock-Box;
provided,  however, that the Master Servicer may make changes in instructions to
Obligors  regarding  payments  if  such new instructions require such Obligor to
make  payments  to  another  existing  Collection  Account.

          (c)  Modifications to Contracts and Credit and Collection Policy. Such
               -----------------------------------------------------------
Seller Party will not, and will not permit any Originator to, make any change to
the  Credit and Collection Policy that could adversely affect the collectibility
of  the  Receivables  or  decrease  the  credit  quality  of  any  newly created
Receivables. Except as provided in Section 8.2(d), the Master Servicer will not,
and  will  not  permit  any Originator to, extend, amend or otherwise modify the
terms of any Receivable or any Contract related thereto other than in accordance
with  the  Credit  and  Collection  Policy.

          (d)  Sales,  Liens.  Seller will not sell, assign (by operation of law
               -------------
or  otherwise)  or otherwise dispose of, or grant any option with respect to, or
create or suffer to exist any Adverse Claim upon (including, without limitation,
the  filing  of  any  financing  statement)  or with respect to, any Receivable,
Related  Security  or Collections, or upon or with respect to any Contract under
which  any  Receivable  arises, or any Lock-Box or Collection Account, or assign
any  right to receive income with respect thereto (other than, in each case, the
creation  of  the  interests  therein  in  favor of the Agent and the Purchasers
provided  for  herein),  and Seller will defend the right, title and interest of
the  Agent  and  the  Purchasers in, to and under any of the foregoing property,
against  all  claims  of  third  parties claiming through or under Seller or any
Originator.

          (e) Net Receivables Balance. At no time prior to the Amortization Date
              -----------------------
shall  Seller permit the Net Receivables Balance to be less than an amount equal
to  the  sum  of  (i)  the  Aggregate  Capital plus (ii) the Aggregate Reserves.

          (f)  Termination  Date  Determination.  Seller  will not designate the
               --------------------------------
Termination  Date  (as  defined  in the Receivables Sale Agreement), or send any
written  notice  to any Originator in respect thereof, without the prior written
consent  of the Agent, except with respect to the occurrence of such Termination
Date  arising  pursuant  to  Section  5.1(d)  of the Receivables Sale Agreement.

          (g)  Restricted  Junior Payments. From and after the occurrence of any
               ---------------------------
Amortization Event, Seller will not make any Restricted Junior Payment if, after
giving  effect  thereto,  Seller would fail to meet its obligations set forth in
Section  7.2(e).

                                   ARTICLE VIII.

                          ADMINISTRATION  AND  COLLECTION

     Section  8.1  Designation  of  Master  Servicer.
                   ---------------------------------
          (a)  The  servicing,  administration and collection of the Receivables
     shall  be  conducted  by  such Person (the "MASTER SERVICER") so designated
     from  time  to  time in accordance with this Section 8.1. Ralcorp is hereby
     designated  as, and hereby agrees to perform the duties and obligations of,

<PAGE>

     the  Master Servicer pursuant to the terms of this Agreement. The Agent may
     at  any  time  following  the  occurrence and during the continuation of an
     Amortization  Event  or  Potential  Amortization Event, designate as Master
     Servicer  any  Person  to succeed Ralcorp or any successor Master Servicer.

          (b)  Ralcorp  may  delegate, and Ralcorp hereby advises the Purchasers
     and  the  Agent  that  it  has  delegated,  to  the  other  Originators, as
     sub-servicers  of  the  Master  Servicer (the Originators in such capacity,
     "PERMITTED  SUB-SERVICERS"),  certain of its duties and responsibilities as
     Master  Servicer hereunder in respect of the Receivables originated by such
     Originator. Without the prior written consent of the Agent and the Required
     Financial  Institutions,  Ralcorp shall not be permitted to delegate any of
     its  duties or responsibilities as Master Servicer to any Person other than
     (i)  the  other  Originators,  and (ii) with respect to certain Charged-Off
     Receivables,  outside  collection agencies in accordance with its customary
     practices. No Permitted Sub-Servicer shall be permitted to further delegate
     to  any  other  Person  any of the duties or responsibilities of the Master
     Servicer  delegated  to  it  by  Ralcorp.  If  at  any  time  following the
     occurrence  of  an  Amortization  Event the Agent shall designate as Master
     Servicer  any  Person  other  than Ralcorp, all duties and responsibilities
     theretofore delegated by Ralcorp to the Permitted Sub-Servicers may, at the
     discretion  of  the  Agent,  be terminated forthwith on notice given by the
     Agent  to  Ralcorp  and  to  Seller.

          (c) Notwithstanding the foregoing subsection (b), (i) Ralcorp shall be
     and  remain  primarily  liable to the Agent and the Purchasers for the full
     and  prompt  performance  of  all duties and responsibilities of the Master
     Servicer  hereunder and (ii) the Agent and the Purchasers shall be entitled
     to  deal  exclusively  with Ralcorp in matters relating to the discharge by
     the Master Servicer of its duties and responsibilities hereunder. The Agent
     and  the  Purchasers  shall not be required to give notice, demand or other
     communication  to  any  Person  other than the Master Servicer in order for
     communication  to  the  Master  Servicer and its Permitted Sub-Servicers or
     other  delegate  with  respect  thereto to be accomplished. Ralcorp, at all
     times  that  it  is the Master Servicer, shall be responsible for providing
     the  Permitted Sub-Servicers or other delegates of the Master Servicer with
     any  notice  given  to  the  Master  Servicer  under  this  Agreement.

     Section  8.2  Duties  of  Master  Servicer.
                   -----------------------------

          (a)  The  Master  Servicer  shall  take  or cause to be taken all such
     actions  as  may  be necessary or advisable to collect each Receivable from
     time  to  time,  all  in  accordance  with  applicable  laws,  rules  and
     regulations, with reasonable care and diligence, and in accordance with the
     Credit  and  Collection  Policy.

          (b)  The  Master  Servicer  will  instruct  all  Obligors  to  pay all
     Collections  directly  to  a  Lock-Box  or  Collection  Account;  PROVIDED,
     HOWEVER, that no Scheduled Originator shall be required to be so instructed
     until  an  Amortization  Event or Potential Amortization Event has occurred
     and  is  continuing.  The Master Servicer shall effect a Collection Account
     Agreement substantially in the form of Exhibit VI with each bank party to a
     Collection  Account at any time. In the case of any remittances received in
     any  Lock-Box or Collection Account that shall have been identified, to the
     satisfaction of the Master Servicer, to not constitute Collections or other
     proceeds  of  the  Receivables or the Related Security, the Master Servicer
     shall promptly remit such items to the Person identified to it as being the
     owner  of  such  remittances. From and after the date the Agent delivers to
     any  Collection Bank a Collection Notice pursuant to Section 8.3, the Agent
     may  request  that  the  Master Servicer, and the Master Servicer thereupon
     promptly  shall,  instruct all Obligors with respect to the Receivables, to
     remit  all  payments  thereon  to a new depositary account specified by the
     Agent  and,  at  all times thereafter, Seller and the Master Servicer shall
     not  deposit  or otherwise credit, and shall not permit any other Person to
     deposit  or  otherwise  credit  to  such new depositary account any cash or
     payment  item  other  than  Collections.


<PAGE>

          (c) The Master Servicer shall administer the Collections in accordance
     with the procedures described herein and in Article II. The Master Servicer
     shall  set  aside  and  hold  in  trust  for  the account of Seller and the
     Purchasers  their  respective  shares of the Collections in accordance with
     Article  II.  The  Master  Servicer  shall,  upon the request of the Agent,
     segregate,  in a manner acceptable to the Agent, all cash, checks and other
     instruments  received by it from time to time constituting Collections from
     the  general funds of the Master Servicer or Seller prior to the remittance
     thereof  in  accordance  with  Article  II. If the Master Servicer shall be
     required  to  segregate Collections pursuant to the preceding sentence, the
     Master  Servicer  shall segregate and deposit with a bank designated by the
     Agent  such allocable share of Collections of Receivables set aside for the
     Purchasers  on  the  first  Business  Day  following  receipt by the Master
     Servicer  of  such  Collections,  duly  endorsed  or  with  duly  executed
     instruments  of  transfer.

          (d)  The  Master  Servicer  may,  in  accordance  with  the Credit and
     Collection  Policy,  extend  the  maturity  of any Receivable or adjust the
     Outstanding  Balance of any Receivable as the Master Servicer determines to
     be  appropriate  to  maximize  Collections thereof; provided, however, that
     such  extension or adjustment shall not alter the status of such Receivable
     as a Delinquent Receivable or Charged-Off Receivable or limit the rights of
     the  Agent or the Purchasers under this Agreement. Notwithstanding anything
     to  the  contrary  contained  herein, the Agent shall have the absolute and
     unlimited  right  to  direct  the Master Servicer to commence or settle any
     legal  action  with  respect  to  any  Receivable  or  to foreclose upon or
     repossess  any  Related  Security.

          (e)  The  Master  Servicer  shall  hold  in  trust  for Seller and the
     Purchasers  all Records that (i) evidence or relate to the Receivables, the
     related  Contracts  and Related Security or (ii) are otherwise necessary or
     desirable to collect the Receivables and shall, as soon as practicable upon
     demand  of  the  Agent,  deliver  or  make  available to the Agent all such
     Records,  at  a  place selected by the Agent. The Master Servicer shall, as
     soon  as practicable following receipt thereof turn over to Seller any cash
     collections  or  other  cash proceeds received with respect to Indebtedness
     not  constituting Receivables. The Master Servicer shall, from time to time
     at  the request of any Purchaser, furnish to the Purchasers (promptly after
     any such request) a calculation of the amounts set aside for the Purchasers
     pursuant  to  Article  II.

          (f)  Any  payment by an Obligor in respect of any indebtedness owed by
     it to any Originator or Seller shall, except as otherwise specified by such
     Obligor  or  otherwise  required  by  contract  or law and unless otherwise
     instructed  by  the  Agent, be applied as a Collection of any Receivable of
     such  Obligor  (starting  with the oldest such Receivable) to the extent of
     any  amounts  then  due  and payable thereunder before being applied to any
     other  receivable  or  other  obligation  of  such  Obligor.

     Section  8.3  Collection  Notices.  The  Agent  is  authorized  at any time
                   -------------------
after  the  occurrence  and during the continuation of an Amortization Event, to
date  and  to  deliver  to  the  Collection Banks the Collection Notices. Seller
hereby  transfers to the Agent for the benefit of the Purchasers, effective when
the  Agent  delivers  such  notice,  the exclusive ownership and control of each
Lock-Box and the Collection Accounts. In case any authorized signatory of Seller
whose  signature  appears  on a Collection Account Agreement shall cease to have
such  authority before the delivery of such notice, such Collection Notice shall
nevertheless  be valid as if such authority had remained in force. Seller hereby
authorizes  the  Agent,  and  agrees  that the Agent shall be entitled after the
occurrence  of  an Amortization Event to (i) endorse Seller's name on checks and
other  instruments  representing  Collections, (ii) enforce the Receivables, the
related  Contracts  and the Related Security and (iii) take such action as shall
be  necessary  or  desirable  to  cause  all  cash, checks and other instruments
constituting Collections of Receivables to come into the possession of the Agent
rather  than  Seller.


<PAGE>

     Section  8.4  Responsibilities  of  Seller
                   ----------------------------
 . Anything herein to the contrary notwithstanding, the exercise by the Agent and
the  Purchasers of their rights hereunder shall not release the Master Servicer,
any Originator or Seller from any of their duties or obligations with respect to
any  Receivables  or  under  the related Contracts. The Purchasers shall have no
obligation  or  liability  with respect to any Receivables or related Contracts,
nor  shall  any  of  them  be  obligated  to  perform the obligations of Seller.

     Section  8.5  Reports. The Master Servicer shall prepare and forward to the
                   -------
Agent  (i)  on  the 24th day of each month or if any such date is not a Business
Day,  on the next succeeding Business Day thereafter (each such date, a "MONTHLY
REPORTING DATE")) and at such times as the Agent shall request, a Monthly Report
and  (ii)  at such times as the Agent shall request, a listing by Obligor of all
Receivables  together  with  an  aging  of  such  Receivables.

     Section  8.6  Servicing  Fees.  In  consideration  of  Ralcorp's  agreement
                 ---------------
to  act  as Master Servicer hereunder, the Purchasers hereby agree that, so long
as  Ralcorp shall continue to perform as Master Servicer hereunder, Seller shall
pay  over  to  Ralcorp  a fee (the "SERVICING FEE") on the first calendar day of
each  month,  in arrears for the immediately preceding month, equal to 1.18% per
annum  of  the  average  aggregate Outstanding Balance of all Receivables during
such  period,  as  compensation  for  its  servicing  activities.

                                  ARTICLE  IX.

                              AMORTIZATION  EVENTS

     Section  9.1  Amortization  Events  .  The  occurrence  of  any one or more
                   --------------------
of  the  following  events  shall  constitute  an  Amortization  Event:

          (a)  Any  Seller  Party  shall fail (i) to make any payment or deposit
     required  hereunder  when  due,  or  (ii)  to  perform or observe any term,
     covenant or agreement hereunder (other than as referred to in clause (i) of
     this  paragraph  (a)  and paragraph 9.1(e)) and such failure shall continue
     for  three  (3)  consecutive  Business  Days.

          (b)  Any  representation, warranty, certification or statement made by
     any  Seller  Party  in this Agreement, any other Transaction Document or in
     any other document delivered pursuant hereto or thereto shall prove to have
     been  incorrect  in any material respect when made or deemed made; PROVIDED
     THAT  the  materiality  threshold  in  this  Section  9.1(b)  shall  not be
     applicable  with  respect  to  any  representation or warranty which itself
     contains  a  materiality  threshold.

          (c)  (i)  Failure  of the Master Servicer to pay any Indebtedness when
     due in excess of $25,000,000 in principal amount ("MATERIAL INDEBTEDNESS");
     or  the  default  by  the  Master  Servicer in the performance of any term,
     provision  or condition contained in any agreement under which any Material
     Indebtedness  was  created or is governed, the effect of which is to cause,
     or  to permit the holder or holders of such Material Indebtedness to cause,
     such  Material  Indebtedness to become due prior to its stated maturity; or
     any  Material  Indebtedness  of the Master Servicer shall be declared to be
     due  and  payable  or  required  to  be  prepaid (other than by a regularly
     scheduled  payment)  prior  to  the  date  of  maturity  thereof;  or

               (ii)  Failure  of  Seller  to pay any Indebtedness when due in an
          aggregate  principal  amount  of  $10,750  or  more; or the default by
          Seller  in  the  performance  of  any  term,  provision  or  condition
          contained  in  any  agreement  under  which  any  Indebtedness  in  an
          aggregate  principal  amount  of  $10,750  or  more  was created or is
          governed,  the effect of which is to cause, or to permit the holder or

<PAGE>

          holders of such Indebtedness to cause, such Indebtedness to become due
          prior  to  its  stated  maturity;  or any Indebtedness of Seller in an
          aggregate  principal amount of $10,750 or more shall be declared to be
          due  and  payable or required to be prepaid (other than by a regularly
          scheduled  payment)  prior  to  the  date  of  maturity  thereof.

          (d)  (i)  Any  Seller Party or Material Originator shall generally not
     pay  its  debts  as  such  debts  become  due or shall admit in writing its
     inability to pay its debts generally or shall make a general assignment for
     the  benefit of creditors; or (ii) any proceeding shall be instituted by or
     against  any  Seller Party or any Material Originator seeking to adjudicate
     it  bankrupt  or  insolvent,  or  seeking  liquidation,  winding  up,
     reorganization,  arrangement, adjustment, protection, relief or composition
     of  it  or  its  debts  under any law relating to bankruptcy, insolvency or
     reorganization  or  relief of debtors, or seeking the entry of an order for
     relief  or the appointment of a receiver, trustee or other similar official
     for it or any substantial part of its property or (iii) any Seller Party or
     any Material Originator shall take any corporate action to authorize any of
     the  actions set forth in clauses (i) or (ii) above in this subsection (d).

          (e)  Seller shall fail to comply with the terms of Section 2.6 hereof.

          (f)  As  at  the  end  of  any  calendar  month:

               (i)  the  3-month  rolling average of the Delinquency Ratio shall
          exceed  5.0%;

               (ii)  the  3-month  rolling  average  of  the Default Ratio shall
          exceed  1.7%;  or

               (iii)  the  3-month  rolling  average of the Dilution Ratio shall
          exceed  6.0%;

          (g)  A  Change of Control shall occur with respect to either Seller or
     the  Master  Servicer.

          (h)  (i) One or more final judgments for the payment of money shall be
     entered  against Seller or (ii) one or more final judgments for the payment
     of  money  in  an  amount  in excess of $10,000,000, individually or in the
     aggregate,  shall  be  entered  against  the  Master Servicer on claims not
     covered  by  insurance  or as to which the insurance carrier has denied its
     responsibility,  and such judgment shall continue unsatisfied and in effect
     for  thirty  (30)  consecutive  days  without  a  stay  of  execution.

          (i)  The  "TERMINATION  DATE"  under and as defined in the Receivables
     Sale  Agreement  shall  occur  under  the Receivables Sale Agreement or any
     Originator  shall  for  any  reason cease to transfer, or cease to have the
     legal  capacity  to  transfer,  or  otherwise  be incapable of transferring
     Receivables  to  Seller  under  the  Receivables  Sale  Agreement.

          (j)  This  Agreement  shall  terminate  in whole or in part (except in
     accordance  with  its  terms),  or shall cease to be effective or to be the
     legally valid, binding and enforceable obligation of Seller, or any Obligor
     shall  directly  or  indirectly  contest  in any manner such effectiveness,
     validity, binding nature or enforceability, or the Agent for the benefit of
     the  Purchasers  shall  cease  to have a valid and perfected first priority
     security  interest  in  the  Receivables,  the  Related  Security  and  the
     Collections  with  respect  thereto  and  the  Collection  Accounts.

          (k)  Performance  Guarantor shall fail to perform or observe any term,
     covenant  or agreement required to be performed by it under the Performance
     Undertaking,  or the Performance Undertaking shall cease to be effective or
     to  be the legally valid, binding and enforceable obligation of Performance
     Guarantor, or Performance Guarantor shall directly or indirectly contest in
     any  manner such effectiveness, validity, binding nature or enforceability.


<PAGE>

Notwithstanding  the  foregoing, if any Originator who originated 10%-30% of the
total  Receivables originated by all Originators during any month in the past 12
months is the subject of a Change of Control, the Agent (at its own expense) may
review  the  percentages  set  forth in Section 9.1(f) and the definition of the
Loss  Reserve,  the  Dilution Reserve and/or the Yield Reserve and, if the Agent
reasonably  deems it appropriate based on changes in the Receivables as a result
of  such  Change  of Control, propose revisions to some or all of the foregoing.
If  Seller  and the Agent fail to reach agreement on such revised percentages or
reserves within 30 days after the date of such proposed revisions, a Termination
Event  shall  be  deemed  to  have  occurred.

     Section  9.2  Remedies.  Upon  the  occurrence  and during the continuation
                   --------
of  an  Amortization Event, the Agent may, or upon the direction of the Required
Financial Institutions shall, take any of the following actions: (i) replace the
Person  then  acting  as  Master Servicer, (ii) declare the Amortization Date to
have  occurred,  whereupon  the Amortization Date shall forthwith occur, without
demand, protest or further notice of any kind, all of which are hereby expressly
waived  by  each Seller Party; provided, however, that upon the occurrence of an
Amortization  Event  described  in Section 9.1(d)(ii), or of an actual or deemed
entry  of an order for relief with respect to any Seller Party under the Federal
Bankruptcy  Code,  the  Amortization  Date  shall  automatically  occur, without
demand,  protest  or  any  notice of any kind, all of which are hereby expressly
waived by each Seller Party, (iii) to the fullest extent permitted by applicable
law,  declare  that  the  Default  Fee  shall  accrue with respect to any of the
Aggregate  Unpaids outstanding at such time, (iv) deliver the Collection Notices
to  the Collection Banks, and (v) notify Obligors of the Purchasers' interest in
the  Receivables.  The  aforementioned  rights  and  remedies  shall  be without
limitation,  and  shall  be  in addition to all other rights and remedies of the
Agent  and  the Purchasers otherwise available under any other provision of this
Agreement,  by operation of law, at equity or otherwise, all of which are hereby
expressly  preserved,  including,  without  limitation,  all rights and remedies
provided  under  the  UCC,  all  of  which  rights  shall  be  cumulative.

                                 ARTICLE X.

                              INDEMNIFICATION

     Section  10.1 Indemnities by The Seller Parties. Without limiting any other
                   ---------------------------------
rights  that  the  Agent or any Purchaser may have hereunder or under applicable
law,  (A)  Seller  hereby agrees to indemnify (and pay upon demand to) the Agent
and each Purchaser and their respective assigns, officers, directors, agents and
employees  (each  an  "INDEMNIFIED  PARTY") from and against any and all damages
(excluding  consequential  and  special  damages),  losses,  claims,  taxes,
liabilities,  costs,  expenses  and  for  all  other  amounts payable, including
reasonable  attorneys'  fees  (which  attorneys may be employees of the Agent or
such  Purchaser)  and  disbursements  (all  of  the foregoing being collectively
referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them
arising  out  of  or  as  a  result of this Agreement or the acquisition, either
directly  or  indirectly,  by a Purchaser of an interest in the Receivables, and
(B) the Master Servicer hereby agrees to indemnify (and pay upon demand to) each
Indemnified Party for Indemnified Amounts awarded against or reasonably incurred
by  any  of  them  arising  out  of  the  Master Servicer's activities as Master
Servicer  hereunder  excluding, however, in all of the foregoing instances under
the  preceding  clauses  (A)  and  (B):

          (a)  Indemnified  Amounts to the extent a final judgment of a court of
     competent  jurisdiction  holds  that such Indemnified Amounts resulted from
     gross negligence or willful misconduct on the part of the Indemnified Party
     seeking  indemnification;

          (b)  Indemnified  Amounts  to  the  extent the same includes losses in
     respect of Receivables that are uncollectible on account of the insolvency,
     bankruptcy  or  lack  of  creditworthiness  of  the  related  Obligor;  or


<PAGE>

          (c)  taxes  imposed  by  the  jurisdiction  in  which such Indemnified
     Party's  principal  executive  office  is  located,  on  or measured by the
     overall  net  income  of  such  Indemnified  Party  to  the extent that the
     computation  of  such  taxes  is  consistent  with the characterization for
     income  tax  purposes  of  the  acquisition  by the Purchasers of Purchaser
     Interests  as  a  loan  or loans by the Purchasers to Seller secured by the
     Receivables,  the  Related  Security,  the  Collection  Accounts  and  the
     Collections;

PROVIDED,  HOWEVER,  that  nothing  contained  in  this sentence shall limit the
liability  of  any  Seller  Party or limit the recourse of the Purchasers to any
Seller  Party  for  amounts  otherwise  specifically provided to be paid by such
Seller Party under the terms of this Agreement.  Without limiting the generality
of  the  foregoing  indemnification,  Seller  shall  indemnify the Agent and the
Purchasers  for  Indemnified  Amounts  (including, without limitation, losses in
respect  of  uncollectible  receivables,  regardless  of  whether  reimbursement
therefor would constitute recourse to Seller or the Master Servicer) relating to
or  resulting  from:

               (i)  any  representation  or warranty made by any Seller Party or
          any  Originator  (or  any  officers  of  any  such Person) under or in
          connection  with this Agreement, any other Transaction Document or any
          other  information  or  report  delivered  by any such Person pursuant
          hereto  or thereto, which shall have been false or incorrect when made
          or  deemed  made;

               (ii) the failure by Seller, the Master Servicer or any Originator
          to  comply with any applicable law, rule or regulation with respect to
          any  Receivable  or  Contract related thereto, or the nonconformity of
          any  Receivable  or Contract included therein with any such applicable
          law,  rule  or  regulation or any failure of any Originator to keep or
          perform  any  of  its obligations, express or implied, with respect to
          any  Contract;

               (iii)  any  failure  of  Seller,  the  Master  Servicer  or  any
          Originator  to  perform  its duties, covenants or other obligations in
          accordance  with  the  provisions  of  this  Agreement  or  any  other
          Transaction  Document;

               (iv)  any  products liability, personal injury or damage suit, or
          other  similar claim arising out of or in connection with merchandise,
          insurance  or  services  that  are  the subject of any Contract or any
          Receivable;

               (v)  any  dispute, claim, offset or defense (other than discharge
          in
          bankruptcy  of  the  Obligor)  of  the  Obligor  to the payment of any
          Receivable  (including,  without  limitation,  a defense based on such
          Receivable  or  the  related  Contract  not  being  a legal, valid and
          binding  obligation  of  such  Obligor  enforceable  against  it  in
          accordance with its terms), or any other claim resulting from the sale
          of  the  merchandise  or  service  related  to  such Receivable or the
          furnishing  or  failure  to  furnish  such  merchandise  or  services;

               (vi)  the  commingling  of Collections of Receivables at any time
          with  other  funds;

               (vii)  any  investigation, litigation or proceeding related to or
          arising  from  this  Agreement  or any other Transaction Document, the
          transactions  contemplated  hereby,  the  use  of  the  proceeds of an
          Incremental Purchase or a Reinvestment, the ownership of the Purchaser
          Interests  or  any  other  investigation,  litigation  or  proceeding
          relating to Seller, the Master Servicer or any Originator in which any
          Indemnified  Party  becomes  involved  as  a  result  of  any  of  the
          transactions  contemplated  hereby;


<PAGE>

               (viii) any inability to litigate any claim against any Obligor in
          respect  of  any  Receivable  as a result of such Obligor being immune
          from  civil  and commercial law and suit on the grounds of sovereignty
          or  otherwise  from  any  legal  action,  suit  or  proceeding;

               (ix)  any  Amortization  Event  described  in  Section  9.1(d);

               (x)  any  failure  of  Seller  to  acquire and maintain legal and
          equitable  title  to, and ownership of, any Receivable and the Related
          Security  and  Collections  with  respect  thereto from the applicable
          Originator, free and clear of any Adverse Claim (other than as created
          hereunder);  or  any  failure  of Seller to give reasonably equivalent
          value  to  such  Originator  under  the  Receivables Sale Agreement in
          consideration of the transfer by such Originator of any Receivable, or
          any  attempt  by  any  Person  to  void  such transfer under statutory
          provisions  or  common  law  or  equitable  action;

               (xi) any failure to vest and maintain vested in the Agent for the
          benefit of the Purchasers, or to transfer to the Agent for the benefit
          of  the  Purchasers, legal and equitable title to, and ownership of, a
          first  priority  perfected undivided percentage ownership interest (to
          the  extent  of  the  Purchaser  Interests  contemplated hereunder) or
          security  interest  in  the  Receivables, the Related Security and the
          Collections, free and clear of any Adverse Claim (except as created by
          the  Transaction  Documents);

               (xii)  the  failure  to  have  filed,  or  any  delay  in filing,
          financing  statements  or other similar instruments or documents under
          the  UCC  of any applicable jurisdiction or other applicable laws with
          respect  to  any Receivable, the Related Security and Collections with
          respect  thereto, and the proceeds of any thereof, whether at the time
          of any Incremental Purchase or Reinvestment or at any subsequent time;

               (xiii)  any  action or omission by any Seller Party which reduces
          or  impairs  the rights of the Agent or the Purchasers with respect to
          any  Receivable  or  the  value  of  any  such  Receivable;

               (xiv)  any attempt by any Person to void any Incremental Purchase
          or  Reinvestment hereunder under statutory provisions or common law or
          equitable  action;  and

               (xv) the failure of any Receivable included in the calculation of
          the  Net  Receivables  Balance  as  an  Eligible  Receivable  to be an
          Eligible  Receivable  at  the  time  so  included.

     Section  10.2  Increased Cost and Reduced Return. If after the date hereof,
                    ---------------------------------
any  Funding  Source  shall  be  charged  any  fee, expense or increased cost on
account of the adoption of any applicable law, rule or regulation (including any
applicable  law,  rule  or  regulation regarding capital adequacy) or any change
therein,  or  any  change in the interpretation or administration thereof by any
governmental  authority,  central  bank  or  comparable  agency charged with the
interpretation  or  administration  thereof,  or  compliance with any request or
directive  (whether  or  not  having  the  force  of law) of any such authority,
central bank or comparable agency (a "REGULATORY CHANGE"): (i) that subjects any
Funding  Source  to  any charge or withholding on or with respect to any Funding
Agreement  or a Funding Source's obligations under a Funding Agreement, or on or
with respect to the Receivables, or changes the basis of taxation of payments to
any  Funding  Source  of any amounts payable under any Funding Agreement (except
for  changes in the rate of tax on the overall net income of a Funding Source or
taxes  excluded  by  Section  10.1)  or  (ii)  that  imposes,  modifies or deems
applicable any reserve, assessment, insurance charge, special deposit or similar
requirement  against  assets  of,  deposits with or for the account of a Funding
Source,  or  credit extended by a Funding Source pursuant to a Funding Agreement
or (iii) that imposes any other condition the result of which is to increase the

<PAGE>

cost  to  a  Funding  Source  of  performing  its  obligations  under  a Funding
Agreement,  or  to  reduce the rate of return on a Funding Source's capital as a
consequence  of  its  obligations  under  a  Funding Agreement, or to reduce the
amount  of  any  sum  received or receivable by a Funding Source under a Funding
Agreement  or  to  require  any payment calculated by reference to the amount of
interests  or  loans  held  or interest received by it, then, upon demand by the
Agent,  Seller  shall  pay to the Agent, for the benefit of the relevant Funding
Source, such amounts charged to such Funding Source or such amounts to otherwise
compensate  such  Funding  Source  for  such  increased  cost or such reduction.

     Section  10.3  Other  Costs  and Expenses. Subject to any limitations which
                    --------------------------
may  be  agreed between Seller and the Agent in writing, Seller shall pay to the
Agent  and  Conduit on demand all costs and out-of-pocket expenses in connection
with  the preparation, execution, delivery and administration of this Agreement,
the  transactions  contemplated  hereby  and the other documents to be delivered
hereunder, including without limitation, the cost of Conduit's auditors auditing
the  books,  records and procedures of Seller, reasonable fees and out-of-pocket
expenses  of  legal counsel for Conduit and the Agent (which such counsel may be
employees  of  Conduit  or  the  Agent) with respect thereto and with respect to
advising  Conduit and the Agent as to their respective rights and remedies under
this  Agreement.  Seller  shall pay to the Agent on demand any and all costs and
expenses  of  the Agent and the Purchasers, if any, including reasonable counsel
fees  and  expenses in connection with the enforcement of this Agreement and the
other  documents delivered hereunder and in connection with any restructuring or
workout  of  this  Agreement  or  such  documents, or the administration of this
Agreement  following  an  Amortization  Event.

                                  ARTICLE  XI.

                                  THE  AGENT

     Section  11.1  Authorization  and  Action. Each Purchaser hereby designates
                    --------------------------
and  appoints  Bank  One  to  act  as  its  agent hereunder and under each other
Transaction  Document, and authorizes the Agent to take such actions as agent on
its  behalf  and  to  exercise  such powers as are delegated to the Agent by the
terms  of  this Agreement and the other Transaction Documents together with such
powers as are reasonably incidental thereto. The Agent shall not have any duties
or  responsibilities,  except  those  expressly set forth herein or in any other
Transaction  Document,  or any fiduciary relationship with any Purchaser, and no
implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  on  the  part of the Agent shall be read into this Agreement or any
other  Transaction  Document or otherwise exist for the Agent. In performing its
functions  and  duties  hereunder and under the other Transaction Documents, the
Agent shall act solely as agent for the Purchasers and does not assume nor shall
be deemed to have assumed any obligation or relationship of trust or agency with
or for any Seller Party or any of such Seller Party's successors or assigns. The
Agent  shall  not  be  required  to  take  any  action that exposes the Agent to
personal  liability or that is contrary to this Agreement, any other Transaction
Document or applicable law. The appointment and authority of the Agent hereunder
shall  terminate upon the indefeasible payment in full of all Aggregate Unpaids.
Each  Purchaser hereby authorizes the Agent to execute each of the UCC financing
statements  and  Collection  Account Agreements on behalf of such Purchaser (the
terms  of  which  shall  be  binding  on  such  Purchaser).

     Section  11.2  Delegation  of  Duties.  The  Agent  may  execute any of its
                    ----------------------
duties  under  this  Agreement and each other Transaction Document by or through
agents  or  attorneys-in-fact and shall be entitled to rely on advice of counsel
concerning  all  matters  pertaining  to  such  duties.  The  Agent shall not be
responsible  for the negligence or misconduct of any agents or attorneys-in-fact
selected  by  it  with  reasonable  care.


<PAGE>

     Section  11.3  Exculpatory  Provisions.  Neither  the  Agent nor any of its
                    -----------------------
directors,  officers,  agents  or  employees  shall be (i) liable for any action
lawfully  taken or omitted to be taken by it or them under or in connection with
this  Agreement or any other Transaction Document (except for its, their or such
Person's own gross negligence or willful misconduct), or (ii) responsible in any
manner to any of the Purchasers for any recitals, statements, representations or
warranties  made  by  any  Seller  Party  contained in this Agreement, any other
Transaction  Document  or  any  certificate, report, statement or other document
referred  to  or  provided for in, or received under or in connection with, this
Agreement,  or  any  other  Transaction  Document  or  for  the value, validity,
effectiveness,  genuineness, enforceability or sufficiency of this Agreement, or
any  other  Transaction  Document  or any other document furnished in connection
herewith  or  therewith,  or  for any failure of any Seller Party to perform its
obligations  hereunder  or  thereunder, or for the satisfaction of any condition
specified  in  Article  VI, or for the perfection, priority, condition, value or
sufficiency  of  any  collateral pledged in connection herewith. The Agent shall
not  be  under  any obligation to any Purchaser to ascertain or to inquire as to
the  observance  or  performance of any of the agreements or covenants contained
in,  or  conditions  of, this Agreement or any other Transaction Document, or to
inspect  the properties, books or records of the Seller Parties. The Agent shall
not  be  deemed  to  have  knowledge  of  any  Amortization  Event  or Potential
Amortization  Event  unless  the  Agent  has  received  notice  from Seller or a
Purchaser.

     Section  11.4  Reliance  by Agent. The Agent shall in all cases be entitled
                    ------------------
to  rely,  and  shall  be  fully  protected  in  relying,  upon  any document or
conversation  believed  by it to be genuine and correct and to have been signed,
sent  or  made by the proper Person or Persons and upon advice and statements of
legal  counsel  (including,  without limitation, counsel to Seller), independent
accountants  and  other  experts  selected  by the Agent. The Agent shall in all
cases  be  fully  justified in failing or refusing to take any action under this
Agreement  or  any other Transaction Document unless it shall first receive such
advice  or  concurrence of Conduit or the Required Financial Institutions or all
of  the Purchasers, as applicable, as it deems appropriate and it shall first be
indemnified  to  its  satisfaction  by  the Purchasers, provided that unless and
until  the  Agent shall have received such advice, the Agent may take or refrain
from  taking  any  action,  as  the  Agent  shall deem advisable and in the best
interests  of the Purchasers. The Agent shall in all cases be fully protected in
acting, or in refraining from acting, in accordance with a request of Conduit or
the Required Financial Institutions or all of the Purchasers, as applicable, and
such  request  and  any action taken or failure to act pursuant thereto shall be
binding  upon  all  the  Purchasers.

     Section  11.5  Non-Reliance  on  Agent and Other Purchasers. Each Purchaser
                    --------------------------------------------
expressly  acknowledges  that  neither  the  Agent,  nor  any  of  its officers,
directors,  employees,  agents,  attorneys-in-fact  or  affiliates  has made any
representations  or  warranties  to  it  and  that no act by the Agent hereafter
taken,  including,  without  limitation, any review of the affairs of any Seller
Party,  shall  be  deemed  to  constitute  any representation or warranty by the
Agent. Each Purchaser represents and warrants to the Agent that it has and will,
independently  and  without  reliance  upon the Agent or any other Purchaser and
based  on  such documents and information as it has deemed appropriate, made its
own  appraisal  of  and  investigation  into the business, operations, property,
prospects,  financial  and  other  conditions and creditworthiness of Seller and
made  its  own  decision  to  enter  into  this Agreement, the other Transaction
Documents  and  all  other  documents  related  hereto  or  thereto.

     Section  11.6 Reimbursement and Indemnification. The Financial Institutions
                   ---------------------------------
agree  to  reimburse  and  indemnify  the  Agent  and  its  officers, directors,
employees,  representatives  and  agents  ratably  according  to  their Pro Rata
Shares,  to  the extent not paid or reimbursed by the Seller Parties (i) for any

<PAGE>

amounts  for  which  the  Agent, acting in its capacity as Agent, is entitled to
reimbursement  by  the  Seller Parties hereunder and (ii) for any other expenses
incurred  by  the  Agent,  in  its capacity as Agent and acting on behalf of the
Purchasers,  in  connection  with  the  administration  and  enforcement of this
Agreement  and  the  other  Transaction  Documents.

          Section  11.7  Agent  in  its  Individual  Capacity. The Agent and its
                         ------------------------------------
Affiliates  may  make loans to, accept deposits from and generally engage in any
kind of business with Seller or any Affiliate of Seller as though the Agent were
not  the Agent hereunder. With respect to the acquisition of Purchaser Interests
pursuant  to  this  Agreement,  the  Agent shall have the same rights and powers
under  this  Agreement  in  its  individual  capacity  as  any Purchaser and may
exercise  the  same  as  though  it were not the Agent, and the terms "FINANCIAL
INSTITUTION,"  "PURCHASER,"  "FINANCIAL  INSTITUTIONS"  and  "PURCHASERS"  shall
include  the  Agent  in  its  individual  capacity.

          Section 11.8 Successor Agent. The Agent may, upon five days' notice to
                       ---------------
Seller  and the Purchasers, and the Agent will, upon the direction of all of the
Purchasers  (other  than the Agent, in its individual capacity) resign as Agent.
If  the Agent shall resign, then the Required Financial Institutions during such
five-day  period  shall  appoint from among the Purchasers a successor agent. If
for  any  reason  no  successor  Agent  is  appointed  by the Required Financial
Institutions during such five-day period, then effective upon the termination of
such  five  day  period,  the  Purchasers shall perform all of the duties of the
Agent  hereunder  and  under  the other Transaction Documents and Seller and the
Master  Servicer  (as  applicable)  shall  make  all  payments in respect of the
Aggregate  Unpaids  directly  to  the applicable Purchasers and for all purposes
shall deal directly with the Purchasers. After the effectiveness of any retiring
Agent's  resignation  hereunder as Agent, the retiring Agent shall be discharged
from  its  duties  and  obligations  hereunder  and  under the other Transaction
Documents  and the provisions of this Article XI and Article X shall continue in
effect  for its benefit with respect to any actions taken or omitted to be taken
by  it  while  it was Agent under this Agreement and under the other Transaction
Documents.

                               ARTICLE  XII.

                        ASSIGNMENTS;  PARTICIPATIONS

          Section  12.1  Assignments.
                         -----------

               (a)  Seller  and  each  Financial  Institution  hereby  agree and
          consent to the complete or partial assignment by Conduit of all or any
          portion  of  its  rights  under, interest in, title to and obligations
          under this Agreement to the Financial Institutions pursuant to Section
          13.1  or  to any other Person, and upon such assignment, Conduit shall
          be released from its obligations so assigned. Further, Seller and each
          Financial  Institution  hereby  agree  that any assignee of Conduit of
          this  Agreement  or  all  or any of the Purchaser Interests of Conduit
          shall  have  all of the rights and benefits under this Agreement as if
          the  term  "CONDUIT"  explicitly  referred  to such party, and no such
          assignment  shall in any way impair the rights and benefits of Conduit
          hereunder. Neither Seller nor the Master Servicer shall have the right
          to  assign  its  rights  or  obligations  under  this  Agreement.

               (b)  Any  Financial  Institution may at any time and from time to
          time  assign  to  one  or  more  Persons  ("PURCHASING  FINANCIAL
          INSTITUTIONS")  all  or  any  part of its rights and obligations under
          this  Agreement  pursuant to an assignment agreement, substantially in
          the  form set forth in Exhibit VII hereto (the "ASSIGNMENT AGREEMENT")
          executed  by  such  Purchasing  Financial Institution and such selling
          Financial  Institution. The consent of Conduit shall be required prior

<PAGE>

          to  the effectiveness of any such assignment. Except for an assignment
          pursuant  to  Section 12.1(c), unless an Amortization Event shall have
          occurred and be continuing, the consent of Seller (which consent shall
          not  be unreasonably withheld or delayed) shall also be required prior
          to  the  effectiveness  of  any  such  assignment.  Each assignee of a
          Financial Institution must (i) have a short-term debt rating of A-1 or
          better  by Standard & Poor's Ratings Group and P-1 by Moody's Investor
          Service,  Inc.  and  (ii)  agree  to  deliver  to  the Agent, promptly
          following  any  request  therefor  by  the  Agent  or  Conduit,  an
          enforceability opinion in form and substance satisfactory to the Agent
          and Conduit. Upon delivery of the executed Assignment Agreement to the
          Agent,  such  selling Financial Institution shall be released from its
          obligations hereunder to the extent of such assignment. Thereafter the
          Purchasing Financial Institution shall for all purposes be a Financial
          Institution  party to this Agreement and shall have all the rights and
          obligations  of  a  Financial  Institution under this Agreement to the
          same  extent  as  if  it  were an original party hereto and no further
          consent  or  action  by  Seller,  the Purchasers or the Agent shall be
          required.

               (c)  Each  of the Financial Institutions agrees that in the event
          that  it shall cease to have a short-term debt rating of A-1 or better
          by  Standard  &  Poor's  Ratings  Group  and  P-1  by Moody's Investor
          Service,  Inc.  (an  "AFFECTED  FINANCIAL INSTITUTION"), such Affected
          Financial  Institution  shall be obliged, at the request of Conduit or
          the  Agent,  to  assign all of its rights and obligations hereunder to
          (x)  another  Financial  Institution  or  (y)  another  funding entity
          nominated  by  the  Agent  and  acceptable  to Conduit, and willing to
          participate  in  this Agreement through the Liquidity Termination Date
          in the place of such Affected Financial Institution; provided that the
          Affected  Financial  Institution receives payment in full, pursuant to
          an  Assignment  Agreement,  of  an  amount  equal  to  such  Financial
          Institution's  Pro Rata Share of the Aggregate Capital and Yield owing
          to  the  Financial  Institutions  and  all accrued but unpaid fees and
          other  costs  and expenses payable in respect of its Pro Rata Share of
          the  Purchaser  Interests  of  the  Financial  Institutions.

     Section 12.2 Participations. Any Financial Institution may, in the ordinary
                  --------------
course  of  its  business  at  any  time  sell  to  one  or more Persons (each a
"PARTICIPANT")  participating  interests  in its Pro Rata Share of the Purchaser
Interests  of  the  Financial  Institutions,  its  obligation to pay Conduit its
Acquisition  Amounts  or  any  other  interest  of  such  Financial  Institution
hereunder.  Notwithstanding  any  such  sale  by  a  Financial  Institution of a
participating interest to a Participant, such Financial Institution's rights and
obligations  under  this  Agreement  shall  remain  unchanged,  such  Financial
Institution  shall  remain  solely  responsible  for  the  performance  of  its
obligations  hereunder, and Seller, Conduit and the Agent shall continue to deal
solely  and  directly  with  such  Financial Institution in connection with such
Financial  Institution's  rights  and  obligations  under  this  Agreement. Each
Financial  Institution  agrees  that  any  agreement  between  such  Financial
Institution  and  any such Participant in respect of such participating interest
shall not restrict such Financial Institution's right to agree to any amendment,
supplement,  waiver or modification to this Agreement, except for any amendment,
supplement,  waiver  or  modification  described  in  Section  14.1(b)(i).

                               ARTICLE  XIII.

                            LIQUIDITY  FACILITY

     Section  13.1  Transfer  to  Financial  Institutions.  Each  Financial
                    -------------------------------------
Institution  hereby  agrees,  subject  to  Section  13.4,  that immediately upon
written  notice  from Conduit delivered on or prior to the Liquidity Termination
Date, it shall acquire by assignment from Conduit, without recourse or warranty,
its  Pro  Rata  Share  of  one  or more of the Purchaser Interests of Conduit as

<PAGE>

specified  by  Conduit.  Each  such assignment by Conduit shall be made pro rata
among  all of the Financial Institutions, except for pro rata assignments to one
or  more  Terminating Financial Institutions pursuant to Section 13.6. Each such
Financial  Institution shall, no later than 1:00 p.m. (Chicago time) on the date
of  such  assignment, pay in immediately available funds (unless another form of
payment  is  otherwise  agreed between Conduit and any Financial Institution) to
the Agent at an account designated by the Agent, for the benefit of Conduit, its
Acquisition  Amount.  Unless a Financial Institution has notified the Agent that
it does not intend to pay its Acquisition Amount, the Agent may assume that such
payment has been made and may, but shall not be obligated to, make the amount of
such  payment  available  to  Conduit  in reliance upon such assumption. Conduit
hereby  sells  and assigns to the Agent for the ratable benefit of the Financial
Institutions, and the Agent hereby purchases and assumes from Conduit, effective
upon  the  receipt  by  Conduit  of  the  Conduit  Transfer Price, the Purchaser
Interests  of  Conduit  which  are  the subject of any transfer pursuant to this
Article  XIII.

     Section  13.2  Transfer  Price  Reduction  Yield. If the Adjusted Liquidity
                    ---------------------------------
Price  is  included  in  the  calculation  of the Conduit Transfer Price for any
Purchaser  Interest,  each Financial Institution agrees that the Agent shall pay
to  Conduit  the  Reduction  Percentage  of any Yield received by the Agent with
respect  to  such  Purchaser  Interest.

     Section  13.3  Payments  to  Conduit. In consideration for the reduction of
                    ---------------------
the  Conduit Transfer Prices by the Conduit Transfer Price Reductions, effective
only  at  such  time  as  the  aggregate  amount of the Capital of the Purchaser
Interests  of  the  Financial  Institutions  equals  the  Conduit Residual, each
Financial  Institution  hereby agrees that the Agent shall not distribute to the
Financial  Institutions  and  shall  immediately  remit  to  Conduit  any Yield,
Collections or other payments received by it to be applied pursuant to the terms
hereof  or  otherwise  to  reduce  the Capital of the Purchaser Interests of the
Financial  Institutions.

     Section  13.4  Limitation  on  Commitment  to  Purchase  from  Conduit.
                    -------------------------------------------------------
Notwithstanding  anything  to  the  contrary  in  this  Agreement,  no Financial
Institution  shall  have  any obligation to purchase any Purchaser Interest from
Conduit,  pursuant  to  Section  13.1  or  otherwise,  if:

               (i)  Conduit  shall  have voluntarily commenced any proceeding or
          filed  any  petition  under  any bankruptcy, insolvency or similar law
          seeking  the  dissolution, liquidation or reorganization of Conduit or
          taken  any corporate action for the purpose of effectuating any of the
          foregoing;  or

               (ii)  involuntary  proceedings  or  an involuntary petition shall
          have  been  commenced or filed against Conduit by any Person under any
          bankruptcy,  insolvency  or  similar  law  seeking  the  dissolution,
          liquidation  or  reorganization  of  Conduit  and  such  proceeding or
          petition  shall  have  not  been  dismissed.

     Section  13.5  Defaulting  Financial Institutions. If one or more Financial
                    ----------------------------------
Institutions  defaults  in its obligation to pay its Acquisition Amount pursuant
to  Section  13.1 (each such Financial Institution shall be called a "DEFAULTING
FINANCIAL  INSTITUTION"  and  the aggregate amount of such defaulted obligations
being herein called the "CONDUIT TRANSFER PRICE DEFICIT"), then upon notice from
the  Agent,  each  Financial  Institution  other  than  the Defaulting Financial
Institutions  (a  "NON-DEFAULTING  FINANCIAL INSTITUTION") shall promptly pay to
the  Agent, in immediately available funds, an amount equal to the lesser of (x)
such  Non-Defaulting Financial Institution's proportionate share (based upon the
relative  Commitments  of  the  Non-Defaulting  Financial  Institutions)  of the
Conduit Transfer Price Deficit and (y) the unused portion of such Non-Defaulting

<PAGE>

Financial  Institution's  Commitment.  A Defaulting Financial Institution shall,
forthwith  upon  demand,  pay to the Agent for the account of the Non-Defaulting
Financial  Institutions  all  amounts  paid  by  each  Non-Defaulting  Financial
Institution  on  behalf  of such Defaulting Financial Institution, together with
interest  thereon,  for  each  day  from  the  date  a  payment  was  made  by a
Non-Defaulting  Financial  Institution  until  the  date  such  Non-Defaulting
Financial  Institution  has  been paid such amounts in full, at a rate per annum
equal  to  the  Federal Funds Effective Rate plus two percent (2%). In addition,
without  prejudice  to  any  other rights that Conduit may have under applicable
law,  each Defaulting Financial Institution shall pay to Conduit, forthwith upon
demand,  the  difference  between such Defaulting Financial Institution's unpaid
Acquisition  Amount  and  the  amount  paid  with  respect  thereto  by  the
Non-Defaulting  Financial Institutions, together with interest thereon, for each
day  from  the  date  of  the  Agent's  request  for  such  Defaulting Financial
Institution's  Acquisition  Amount  pursuant  to Section 13.1 until the date the
requisite  amount  is  paid to Conduit in full, at a rate per annum equal to the
Federal  Funds  Effective  Rate  plus  two  percent  (2%).

     Section  13.6  Terminating  Financial  Institutions.
                    ------------------------------------

          (a) Each Financial Institution hereby agrees to deliver written notice
     to  the  Agent  not more than 30 Business Days and not less than 5 Business
     Days  prior  to  the  Liquidity  Termination  Date  indicating whether such
     Financial  Institution  intends  to  renew its Commitment hereunder. If any
     Financial  Institution fails to deliver such notice on or prior to the date
     that  is  5  Business  Days  prior  to the Liquidity Termination Date, such
     Financial  Institution  will  be  deemed  to  have  declined  to  renew its
     Commitment  (each  Financial  Institution  which  has  declined or has been
     deemed  to have declined to renew its Commitment hereunder, a "NON-RENEWING
     FINANCIAL  INSTITUTION").  The  Agent shall promptly notify Conduit of each
     Non-Renewing Financial Institution and Conduit, in its sole discretion, may
     (A)  to  the  extent  of  Commitment  Availability,  declare  that  such
     Non-Renewing  Financial  Institution's  Commitment  shall,  to such extent,
     automatically  terminate  on  a  date specified by Conduit on or before the
     Liquidity  Termination  Date  or  (B) upon one (1) Business Days' notice to
     such  Non-Renewing  Financial  Institution  assign  to  such  Non-Renewing
     Financial  Institution on a date specified by Conduit its Pro Rata Share of
     the  aggregate Purchaser Interests then held by Conduit, subject to, and in
     accordance  with,  Section  13.1.  In  addition,  Conduit  may, in its sole
     discretion,  at  any  time  (x)  to  the extent of Commitment Availability,
     declare  that  any  Affected  Financial  Institution's  Commitment  shall
     automatically terminate on a date specified by Conduit or (y) assign to any
     Affected  Financial Institution on a date specified by Conduit its Pro Rata
     Share  of  the  aggregate Purchaser Interests then held by Conduit, subject
     to,  and  in  accordance  with,  Section  13.1  (each  Affected  Financial
     Institution  or  each  Non-Renewing  Financial  Institution  is hereinafter
     referred  to  as a "TERMINATING FINANCIAL INSTITUTION"). The parties hereto
     expressly  acknowledge  that  any  declaration  of  the  termination of any
     Commitment,  any  assignment pursuant to this Section 13.6 and the order of
     priority  of any such termination or assignment among Terminating Financial
     Institutions  shall be made by Conduit in its sole and absolute discretion.

          (b)  Upon  any  assignment  to  a Terminating Financial Institution as
     provided in this Section 13.6, any remaining Commitment of such Terminating
     Financial Institution shall automatically terminate. Upon reduction to zero
     of the Capital of all of the Purchaser Interests of a Terminating Financial
     Institution  (after application of Collections thereto pursuant to Sections
     2.2  and  2.3)  all  rights  and  obligations of such Terminating Financial
     Institution  hereunder  shall  be terminated and such Terminating Financial
     Institution  shall  no  longer  be  a  "FINANCIAL  INSTITUTION"  hereunder;
     provided,  however,  that  the  provisions  of  Article X shall continue in
     effect  for  its  benefit  with respect to Purchaser Interests held by such
     Terminating  Financial  Institution prior to its termination as a Financial
     Institution.


<PAGE>

                                   ARTICLE XIV.

                                  MISCELLANEOUS

     Section  14.1  Waivers  and  Amendments.
                    ------------------------

     (a)  No  failure  or  delay  on  the  part of the Agent or any Purchaser in
exercising  any  power,  right or remedy under this Agreement shall operate as a
waiver  thereof,  nor  shall  any  single or partial exercise of any such power,
right  or  remedy preclude any other further exercise thereof or the exercise of
any  other power, right or remedy. The rights and remedies herein provided shall
be  cumulative  and  nonexclusive of any rights or remedies provided by law. Any
waiver  of  any  provision  of  this  Agreement  shall  be effective only in the
specific  instance  and  for  the  specific  purpose  for  which  given.

     (b)  No  provision of this Agreement may be amended, supplemented, modified
or  waived  except  in writing in accordance with the provisions of this Section
14.1(b).  Conduit,  Seller  and  the  Agent,  at  the  direction of the Required
Financial  Institutions,  may enter into written modifications or waivers of any
provisions  of  this  Agreement, provided, however, that no such modification or
waiver  shall:

          (i)  without  the  consent  of each affected Purchaser, (A) extend the
     Liquidity  Termination  Date  or  the  date  of  any  payment or deposit of
     Collections by Seller or the Master Servicer, (B) reduce the rate or extend
     the  time of payment of Yield or any CP Costs (or any component of Yield or
     CP  Costs),  (C) reduce any fee payable to the Agent for the benefit of the
     Purchasers, (D) except pursuant to Article XII hereof, change the amount of
     the  Capital  of  any Purchaser, any Financial Institution's Pro Rata Share
     (except  pursuant  to Sections 13.1 or 13.5) or any Financial Institution's
     Commitment,  (E)  amend, modify or waive any provision of the definition of
     Required  Financial Institutions or this Section 14.1(b), (F) consent to or
     permit  the  assignment  or  transfer  by  Seller  of any of its rights and
     obligations  under  this  Agreement, (G) change the definition of "ELIGIBLE
     RECEIVABLE,"  "LOSS  RESERVE,"  "DILUTION  RESERVE"  or  "NET  RECEIVABLES
     BALANCE"  or (H) amend or modify any defined term (or any defined term used
     directly  or  indirectly  in such defined term) used in clauses (A) through
     (G)  above  in  a  manner  that  would  circumvent  the  intention  of  the
     restrictions  set  forth  in  such  clauses;  or

          (ii)  without  the written consent of the then Agent, amend, modify or
     waive  any  provision  of this Agreement if the effect thereof is to affect
     the  rights  or  duties  of  such  Agent.

Notwithstanding  the  foregoing,  (i)  without  the  consent  of  the  Financial
Institutions, but with the consent of Seller, the Agent may amend this Agreement
solely  to  add  additional Persons as Financial Institutions hereunder and (ii)
the  Agent,  the  Required  Financial  Institutions  and  Conduit may enter into
amendments  to modify any of the terms or provisions of Article XI, Article XII,
Section  14.13  or  any other provision of this Agreement without the consent of
Seller,  provided  that  such amendment has no negative impact upon Seller.  Any
modification  or waiver made in accordance with this Section 14.1 shall apply to
each  of the Purchasers equally and shall be binding upon Seller, the Purchasers
and  the  Agent.

     Section  14.2  Notices.  Except  as  provided  in  this  Section  14.2, all
                    -------
communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and
shall  be  given  to  the  other parties hereto at their respective addresses or
telecopy  numbers  set  forth  on  the  signature  pages hereof or at such other
address  or telecopy number as such Person may hereafter specify for the purpose
of  notice  to  each  of  the  other  parties  hereto. Each such notice or other
communication  shall  be  effective  (i)  if given by telecopy, upon the receipt

<PAGE>

thereof,  (ii)  if  given  by  mail, three (3) Business Days after the time such
communication is deposited in the mail with first class postage prepaid or (iii)
if  given  by  any  other  means, when received at the address specified in this
Section 14.2. Seller hereby authorizes the Agent to effect purchases and Tranche
Period  and  Discount Rate selections in accordance with telephonic notices made
by  any  Person  whom the Agent in good faith believes to be acting on behalf of
Seller. Seller agrees to deliver promptly to the Agent a written confirmation of
each  telephonic  notice  signed  by  an authorized officer of Seller; provided,
however,  the absence of such confirmation shall not affect the validity of such
notice.  If the written confirmation differs from the action taken by the Agent,
the  records  of  the  Agent  shall  govern  absent  manifest  error.

     Section  14.3  Ratable  Payments.  If  any  Purchaser, whether by setoff or
                    -----------------
otherwise,  has  payment made to it with respect to any portion of the Aggregate
Unpaids  owing  to  such  Purchaser  (other  than  payments received pursuant to
Section  10.2  or  10.3) in a greater proportion than that received by any other
Purchaser  entitled  to  receive a ratable share of such Aggregate Unpaids, such
Purchaser agrees, promptly upon demand, to purchase for cash without recourse or
warranty  a  portion  of  such Aggregate Unpaids held by the other Purchasers so
that after such purchase each Purchaser will hold its ratable proportion of such
Aggregate  Unpaids; provided that if all or any portion of such excess amount is
thereafter  recovered  from such Purchaser, such purchase shall be rescinded and
the  purchase  price  restored  to  the  extent  of  such  recovery, but without
interest.

     Section  14.4  Protection  of  Ownership  Interests  of  the  Purchasers.
                    ---------------------------------------------------------
          (a)  Seller  agrees  that  from  time to time, at its expense, it will
     promptly  execute  and  deliver all instruments and documents, and take all
     actions, that may be necessary or desirable, or that the Agent may request,
     to  perfect,  protect or more fully evidence the Purchaser Interests, or to
     enable the Agent or the Purchasers to exercise and enforce their rights and
     remedies  hereunder.  At  any  time after the occurrence of an Amortization
     Event, the Agent may, or the Agent may direct Seller or the Master Servicer
     to,  notify  the  Obligors  of  Receivables,  at  Seller's  expense, of the
     ownership  or security interests of the Purchasers under this Agreement and
     may  also  direct that payments of all amounts due or that become due under
     any  or  all  Receivables  be  made  directly to the Agent or its designee.
     Seller  or  the  Master  Servicer (as applicable) shall, at any Purchaser's
     request,  withhold the identity of such Purchaser in any such notification.

          (b)  If  any  Seller  Party  fails  to  perform any of its obligations
     hereunder,  the  Agent  or any Purchaser may (but shall not be required to)
     perform, or cause performance of, such obligations, and the Agent's or such
     Purchaser's  costs  and  expenses incurred in connection therewith shall be
     payable  by  Seller  as  provided  in  Section  10.3.  Each  Seller  Party
     irrevocably  authorizes  the Agent at any time and from time to time in the
     sole  discretion  of  the  Agent,  and  appoints  the  Agent  as  its
     attorney-in-fact,  to  act on behalf of such Seller Party (i) to execute on
     behalf  of  Seller as debtor (to the extent that execution is required) and
     to  file  financing  statements  (with  or,  to  the  extent  permitted  by
     applicable  law, without, Seller's signature) necessary or desirable in the
     Agent's  sole  discretion  to  perfect  and  to maintain the perfection and
     priority  of  the interest of the Purchasers in the Receivables and (ii) to
     file  a carbon, photographic or other reproduction of this Agreement or any
     financing  statement  with  respect  to  the  Receivables  as  a  financing
     statement  in  such  offices  as  the  Agent  in  its sole discretion deems
     necessary  or  desirable  to  perfect  and  to  maintain the perfection and
     priority  of  the  interests  of  the  Purchasers  in the Receivables. This
     appointment  is  coupled  with  an  interest  and  is  irrevocable.


<PAGE>

     Section  14.5  Confidentiality.
                    ---------------
          (a)  Each  Seller  Party  and  each Purchaser shall maintain and shall
     cause each of its employees and officers to maintain the confidentiality of
     this  Agreement  and the other confidential or proprietary information with
     respect  to  the Agent and Conduit and their respective businesses obtained
     by it or them in connection with the structuring, negotiating and execution
     of  the transactions contemplated herein, except that such Seller Party and
     such Purchaser and its officers and employees may disclose such information
     to  such  Seller  Party's  and  such  Purchaser's  external accountants and
     attorneys and as required by any applicable law or order of any judicial or
     administrative  proceeding.

          (b) Anything herein to the contrary notwithstanding, each Seller Party
     hereby consents to the disclosure of any nonpublic information with respect
     to  it  (i)  to  the  Agent,  the Financial Institutions or Conduit by each
     other,  (ii)  by  the  Agent or the Purchasers to any prospective or actual
     assignee or participant of any of them and (iii) by the Agent to any rating
     agency, Commercial Paper dealer or provider of a surety, guaranty or credit
     or liquidity enhancement to Conduit or any entity organized for the purpose
     of  purchasing, or making loans secured by, financial assets for which Bank
     One  acts  as  the  administrative  agent  and  to any officers, directors,
     employees,  outside  accountants  and attorneys of any of the foregoing. In
     addition,  the  Purchasers  and  the  Agent may disclose any such nonpublic
     information  pursuant  to  any law, rule, regulation, direction, request or
     order  of  any  judicial,  administrative  or  regulatory  authority  or
     proceedings  (whether  or  not  having  the  force  or  effect  of  law).

     Section  14.6 Bankruptcy Petition. Each of Seller, the Master Servicer, the
                    --------------------
Agent  and the Financial Institutions hereby covenants and agrees that, prior to
the  date  that  is  one  year  and  one  day  after  the payment in full of all
outstanding  senior  indebtedness  of Conduit, it will not institute against, or
join  any  other  Person  in  instituting  against,  Conduit  any  bankruptcy,
reorganization,  arrangement,  insolvency  or  liquidation  proceedings or other
similar  proceeding  under  the  laws  of  the United States or any state of the
United  States.

     Section  14.7  Limitation  of  Liability.  Except with respect to any claim
                    -------------------------
arising  out of the willful misconduct or gross negligence of Conduit, the Agent
or  any  Financial  Institution, no claim may be made by any Seller Party or any
other  Person  against  Conduit, the Agent or any Financial Institution or their
respective  Affiliates,  directors, officers, employees, attorneys or agents for
any special, indirect, consequential or punitive damages in respect of any claim
for  breach  of  contract  or  any  other  theory of liability arising out of or
related to the transactions contemplated by this Agreement, or any act, omission
or event occurring in connection therewith; and each Seller Party hereby waives,
releases,  and agrees not to sue upon any claim for any such damages, whether or
not  accrued  and  whether  or  not  known  or  suspected to exist in its favor.

     Section  14.8  CHOICE  OF  LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
                    ---------------
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF
THE  STATE  OF  ILLINOIS.

     Section  14.9 CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY
                   -----------------------
SUBMITS  TO  THE  NON-EXCLUSIVE  JURISDICTION  OF  ANY  UNITED STATES FEDERAL OR
ILLINOIS  STATE  COURT  SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
ARISING  OUT  OF  OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH
PERSON  PURSUANT  TO  THIS  AGREEMENT  AND  EACH SELLER PARTY HEREBY IRREVOCABLY
AGREES  THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED  IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN

<PAGE>

SUCH  A  COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL
LIMIT  THE  RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY
SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
ANY  SELLER  PARTY  AGAINST  THE  AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE
AGENT  OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING  OUT  OF,  RELATED  TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT
EXECUTED  BY  SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY
IN  A  COURT  IN  CHICAGO,  ILLINOIS.

     Section  14.10  WAIVER  OF  JURY  TRIAL.  EACH  PARTY  HERETO HEREBY WAIVES
                     -----------------------
TRIAL  BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER  (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF,  RELATED  TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY
SELLER  PARTY  PURSUANT  TO  THIS  AGREEMENT  OR  THE  RELATIONSHIP  ESTABLISHED
HEREUNDER  OR  THEREUNDER.

     Section  14.11  Integration;  Binding  Effect;  Survival  of  Terms.
                     ----------------------------------------------------

          (a)  This  Agreement  and  each other Transaction Document contain the
     final  and  complete  integration  of  all prior expressions by the parties
     hereto  with  respect to the subject matter hereof and shall constitute the
     entire  agreement  among  the  parties  hereto  with respect to the subject
     matter  hereof  superseding  all  prior  oral  or  written  understandings.

          (b)  This  Agreement shall be binding upon and inure to the benefit of
     the  parties  hereto  and their respective successors and permitted assigns
     (including  any  trustee  in  bankruptcy).  This Agreement shall create and
     constitute  the  continuing obligations of the parties hereto in accordance
     with  its  terms and shall remain in full force and effect until terminated
     in  accordance  with  its  terms;  provided,  however,  that the rights and
     remedies  with respect to (i) any breach of any representation and warranty
     made  by  any  Seller Party pursuant to Article V, (ii) the indemnification
     and  payment  provisions  of Article X, and Sections 14.5 and 14.6 shall be
     continuing  and  shall  survive  any  termination  of  this  Agreement.

     Section  14.12  Counterparts;  Severability;  Section  References.  This
                     -------------------------------------------------
Agreement may be executed in any number of counterparts and by different parties
hereto  in separate counterparts, each of which when so executed shall be deemed
to  be an original and all of which when taken together shall constitute one and
the  same  Agreement.  Any  provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to  the  extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction  shall not invalidate or render unenforceable such provision in any
other  jurisdiction. Unless otherwise expressly indicated, all references herein
to  "ARTICLE,"  "SECTION,"  "SCHEDULE"  or  "EXHIBIT"  shall  mean  articles and
sections  of,  and  schedules  and  exhibits  to,  this  Agreement.

     Section  14.13  Bank  One  Roles.  Each  of  the  Financial  Institutions
                     ----------------
acknowledges that Bank One acts, or may in the future act, (i) as administrative
agent for Conduit or any Financial Institution, (ii) as issuing and paying agent
for  the  Commercial Paper, (iii) to provide credit or liquidity enhancement for
the  timely  payment for the Commercial Paper and (iv) to provide other services
from  time  to  time for Conduit or any Financial Institution (collectively, the
"BANK  ONE  ROLES"). Without limiting the generality of this Section 14.13, each
Financial  Institution  hereby acknowledges and consents to any and all Bank One
Roles  and  agrees that in connection with any Bank One Role, Bank One may take,
or  refrain  from  taking,  any  action  that  it,  in  its  discretion,  deems
appropriate,  including, without limitation, in its role as administrative agent
for  Conduit,  and  the  giving  of  notice to the Agent of a mandatory purchase
pursuant  to  Section  13.1.


<PAGE>

     Section  14.14  Characterization.
                     ----------------

          (a)  It  is  the  intention  of  the parties hereto that each purchase
     hereunder  shall  constitute  and be treated as an absolute and irrevocable
     sale,  which  purchase shall provide the applicable Purchaser with the full
     benefits  of  ownership  of  the  applicable  Purchaser Interest. Except as
     specifically  provided in this Agreement, each sale of a Purchaser Interest
     hereunder  is  made without recourse to Seller; PROVIDED, HOWEVER, that (i)
     Seller  shall  be  liable  to  each  Purchaser  and  the  Agent  for  all
     representations,  warranties,  covenants  and  indemnities  made  by Seller
     pursuant  to  the  terms  of  this  Agreement,  and (ii) such sale does not
     constitute  and is not intended to result in an assumption by any Purchaser
     or  the  Agent  or  any assignee thereof of any obligation of Seller or any
     Originator  or any other Person arising in connection with the Receivables,
     the Related Security, or the related Contracts, or any other obligations of
     Seller  or  any  Originator.

          (b)  In  addition  to  any ownership interest which the Agent may from
     time to time acquire pursuant hereto, Seller hereby grants to the Agent for
     the  ratable  benefit  of  the  Purchasers  a  valid and perfected security
     interest  in all of Seller's right, title and interest in, to and under all
     Receivables  now  existing  or  hereafter  arising,  the  Collections, each
     Lock-Box,  each  Collection Account, all Related Security, all other rights
     and  payments relating to such Receivables, and all proceeds of any thereof
     prior  to  all  other liens on and security interests therein to secure the
     prompt  and  complete  payment  of the Aggregate Unpaids. The Agent and the
     Purchasers shall have, in addition to the rights and remedies that they may
     have  under  this  Agreement,  all  other rights and remedies provided to a
     secured  creditor  under the UCC and other applicable law, which rights and
     remedies  shall  be  cumulative.

                            [SIGNATURE PAGES FOLLOW]


<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  and delivered by their duly authorized officers as of the date hereof.


RALCORP  RECEIVABLES  CORPORATION

By:     /s/ Scott Monette
       ---------------------

Name:       Scott Monette
       ---------------------

Title:      President
       ---------------------

ADDRESS:
Ralcorp  Receivables  Corporation
1055  East  Greg  Street
Sparks,  Nevada  89431

Attn:  Teresa  Ward,  Assistant  Treasurer
Phone:  (775)  359-4000
Fax:    (775)  352-2198



RALCORP  HOLDINGS,  INC.,  as  Master  Servicer

By:     /s/ Scott Monette
       ---------------------

Name:       Scott Monette
       ---------------------

Title:      Treasurer
       ---------------------

ADDRESS:
Ralcorp  Holdings,  Inc.
800  Market  Street
Suite  2900
St,  Louis,  MO  63101
Attn:  Scott  Monette,  Treasurer
Phone:  (314)  877-7113
Fax:      (314)  877-7729



<PAGE>

FALCON  ASSET  SECURITIZATION  CORPORATION

By:    /s/ Ronald J. Atkins
       ---------------------

Authorized  Signatory:  Ronald J. Atkins
                      ---------------------

ADDRESS:
Falcon  Asset  Securitization  Corporation
c/o  Bank  One,  NA  (Main  Office  Chicago),  as  Agent
Asset  Backed  Finance
Suite  IL1-0079,  1-19
1  Bank  One  Plaza
Chicago,  Illinois  60670-0079
Fax:  (312)  732-1844



BANK  ONE,  NA  (MAIN  OFFICE  CHICAGO), as a Financial Institution and as Agent

By:    /s/ Ronald J. Atkins
       ---------------------

Name:     Ronald J. Atkins
       ---------------------

Title:
       ---------------------

ADDRESS:
Bank  One,  NA  (Main  Office  Chicago)
Asset  Backed  Finance
Suite  IL1-0596,  1-21
1  Bank  One  Plaza
Chicago,  Illinois  60670-0596

Fax:  (312)  732-4487


<PAGE>

                                    EXHIBIT I

                                   DEFINITIONS


     AS  USED  IN  THIS  AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS (SUCH MEANINGS TO BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL
FORMS  OF  THE  TERMS  DEFINED):

     "ACCRUAL  PERIOD"  means  each  calendar  month,  provided that the initial
Accrual  Period  hereunder means the period from (and including) the date of the
initial purchase hereunder to (and including) the last day of the calendar month
thereafter.

     "ACCRUED SALES DISCOUNT" means, on any date of determination, the amount of
expected  credit  memoranda  and  other  Dilutions accrued by the Originators in
respect  of  the  Receivables  in  their  "sales  discount  accrual  account" in
accordance  with  their  customary  accounting  practices.

     "ACQUISITION AMOUNT" means, on the date of any purchase from Conduit of one
or  more  Purchaser  Interests  pursuant  to  Section 13.1, with respect to each
Financial  Institution,  the lesser of (i) such Financial Institution's Pro Rata
Share  of  the sum of (A) the lesser of (1) the Adjusted Liquidity Price of each
such  Purchaser Interest and (2) the Capital of each such Purchaser Interest and
(B)  all  accrued  and unpaid CP Costs for each such Purchaser Interest and (ii)
such  Financial  Institution's  unused  Commitment.

     "ADJUSTED  LIQUIDITY  PRICE"  means  an  amount  equal  to:

                   --                   --                 --    --
                  |                    |       NDR           |     |
              RI  |     (i) DC + (ii)  |  ----------------   |     |
                  |                    |   1+ (0.50 x LR)    |     |
                   --                   --                 --    --

     WHERE:

     RI  =  the  undivided  percentage  interest  evidenced  by  such  Purchaser
Interest.

     DC  =  the  Deemed  Collections.

     NDR  =  the Outstanding Balance of all Receivables as to which any payment,
or  part  thereof, has not remained unpaid for 91 days or more from the original
due  date  for  such  payment.

     LR  =  the  percentage  specified  in clause (i) of the definition of "Loss
Percentage."

Each  of  the  foregoing shall be determined from the most recent Monthly Report
received  from  the  Master  Servicer.

     "ADVERSE  CLAIM" means a lien, security interest, charge or encumbrance, or
other  right or claim in, of or on any Person's assets or properties in favor of
any  other  Person.

     "AFFECTED  FINANCIAL  INSTITUTION"  has  the  meaning  specified in Section
12.1(c).

     "AFFILIATE"  has  the  meaning specified in the Receivables Sale Agreement.

     "AGENT"  has  the  meaning  specified  in  the  preamble to this Agreement.

     "AGGREGATE  CAPITAL"  means,  on  any  date of determination, the aggregate
amount  of  Capital  of  all  Purchaser  Interests  outstanding  on  such  date.


<PAGE>

     "AGGREGATE  REDUCTION"  has  the  meaning  specified  in  Section  1.3.

     "AGGREGATE  RESERVES"  means,  on any date of determination, the sum of the
Loss  Reserve,  the  Yield  Reserve  and  the  Dilution  Reserve.

     "AGGREGATE  UNPAIDS"  means, at any time, an amount equal to the sum of all
accrued  and unpaid fees under the Fee Letter, CP Costs, Yield Aggregate Capital
and  all  other  unpaid  Obligations  (whether  due  or  accrued)  at such time.

     "AGREEMENT" means this Receivables Purchase Agreement, as it may be amended
or  modified  and  in  effect  from  time  to  time.

     "AMORTIZATION DATE" means the earliest to occur of (i) the day on which any
of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the
Business  Day  immediately  prior to the occurrence of an Amortization Event set
forth  in  Section  9.1(d)(ii),  (iii)  the  Business Day specified in a written
notice  from the Agent following the occurrence of any other Amortization Event,
and  (iv)  the date which is 30 days after the Agent's receipt of written notice
from  Seller  that  it  wishes  to  terminate  the  facility  evidenced  by this
Agreement.

     "AMORTIZATION  EVENT"  has  the  meaning  specified  in  Article  IX.

     "ASSIGNMENT  AGREEMENT"  has  the  meaning  specified  in  Section 12.1(b).

     "AUTHORIZED  OFFICER"  means,  with  respect  to  any  Person,  any  of the
president,  chief  financial  officer,  treasurer  or controller of such Person,
acting  singly.

     "BANK  ONE"  means  Bank  One,  NA  (Main Office Chicago) in its individual
capacity  and  its  successors.

     "BASE  RATE"  means  a  rate  per annum equal to the prime rate of interest
announced  from time to time by Bank One or its parent (which is not necessarily
the  lowest  rate charged to any customer), changing when and as said prime rate
changes.

     "BROKEN  FUNDING COSTS" means for any Purchaser Interest which: (i) has its
Capital  reduced  without  compliance  by  Seller  with  the notice requirements
hereunder  or  (ii)  does not become subject to an Aggregate Reduction following
the  delivery of any Reduction Notice or (iii) is assigned under Article XIII or
terminated  prior  to  the  date on which it was originally scheduled to end; an
amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable)
that  would  have  accrued  during  the  remainder of the Tranche Periods or the
tranche  periods  for Commercial Paper determined by the Agent to relate to such
Purchaser  Interest  (as  applicable)  subsequent to the date of such reduction,
assignment  or  termination  (or  in respect of clause (ii) above, the date such
Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of
the  Capital  of  such  Purchaser  Interest  if  such  reduction,  assignment or
termination  had  not  occurred or such Reduction Notice had not been delivered,
over  (B)  the  sum  of  (x)  to  the extent all or a portion of such Capital is
allocated  to  another  Purchaser  Interest,  the  amount  of  CP Costs or Yield
actually accrued during the remainder of such period on such Capital for the new
Purchaser  Interest,  and  (y)  to  the  extent such Capital is not allocated to
another  Purchaser  Interest,  the  income, if any, actually received during the
remainder of such period by the holder of such Purchaser Interest from investing
the  portion  of  such  Capital  not  so allocated. In the event that the amount
referred  to  in  clause  (B)  exceeds the amount referred to in clause (A), the
relevant  Purchaser  or  Purchasers  agree  to  pay to Seller the amount of such
excess. All Broken Funding Costs shall be due and payable hereunder upon demand.

     "BUSINESS  DAY" means any day on which banks are not authorized or required
to  close  in  New  York, New York or Chicago, Illinois and The Depository Trust
Company  of  New  York is open for business, and, if the applicable Business Day
relates  to any computation or payment to be made with respect to the LIBO Rate,
any  day  on  which  dealings  in  dollar  deposits are carried on in the London
interbank  market.


<PAGE>

     "CAPITAL"  of  any  Purchaser Interest means, at any time, (A) the Purchase
Price  of  such Purchaser Interest, minus (B) the sum of the aggregate amount of
Collections  and  other  payments  received  by the Agent which in each case are
applied  to  reduce  such Capital in accordance with the terms and conditions of
this Agreement; provided that such Capital shall be restored (in accordance with
Section  2.5) in the amount of any Collections or other payments so received and
applied  if  at  any  time  the distribution of such Collections or payments are
rescinded,  returned  or  refunded  for  any  reason.

     "CHANGE  OF  CONTROL"  has  the  meaning  specified in the Receivables Sale
Agreement.

     "CHARGED-OFF  RECEIVABLE"  means  a Receivable: (i) as to which the Obligor
thereof  has  taken  any  action,  or  suffered  any event to occur, of the type
described  in  Section 9.1(d) (as if references to Seller Party therein refer to
such  Obligor);  (ii)  as  to which the Obligor thereof, if a natural person, is
deceased,  (iii)  which, consistent with the Credit and Collection Policy, would
be  written  off  Seller's  books  as  uncollectible,  or  (iv)  which  has been
identified  by  Seller  as  uncollectible.

     "COLLECTION  ACCOUNT" means each concentration account, depositary account,
lock-box  account  or  similar account in which any Collections are collected or
deposited  and  which  is  listed  on  Exhibit  IV.

     "COLLECTION ACCOUNT AGREEMENT" means an agreement substantially in the form
of  Exhibit  VI  among  Originator,  Seller,  the  Agent  and a Collection Bank.

     "COLLECTION  BANK" means, at any time, any of the banks holding one or more
Collection  Accounts.

     "COLLECTION NOTICE" means a notice, in substantially the form of Annex A to
Exhibit  VI,  from  the  Agent  to  a  Collection  Bank.

     "COLLECTIONS"  has the meaning specified in the Receivables Sale Agreement.

     "COMMERCIAL  PAPER"  means promissory notes of Conduit issued by Conduit in
the  commercial  paper  market.

     "COMMITMENT"  means, for each Financial Institution, the commitment of such
Financial  Institution  to purchase Purchaser Interests from (i) Seller and (ii)
Conduit,  in  an amount not to exceed (i) in the aggregate, the amount set forth
opposite  such  Financial Institution's name on Schedule A to this Agreement, as
such  amount  may  be  modified  in accordance with the terms hereof (including,
without  limitation,  any  termination  of  Commitments pursuant to Section 13.6
hereof) and (ii) with respect to any individual purchase hereunder, its Pro Rata
Share  of  the  Purchase  Price  therefor.

     "COMMITMENT  AVAILABILITY"  means  at  any time the positive difference (if
any)  between  (a) an amount equal to the aggregate amount of the Commitments at
such  time  minus  (b)  the  Aggregate  Capital  at  such  time.

     "CONCENTRATION  LIMIT"  means,  at  any time, for any Obligor, 3.33% of the
aggregate Outstanding Balance of all Eligible Receivables, or such higher amount
(a  "SPECIAL  CONCENTRATION  LIMIT")  for  such Obligor designated by the Agent;
PROVIDED THAT in the case of an Obligor and any Affiliate of such Obligor (other
than  Royal  Ahold  and  its  Affiliates),  the  Concentration  Limit  shall  be
calculated  as if such Obligor and such Affiliate are one Obligor; and provided,
further,  that Conduit or the Required Financial Institutions may, upon not less
than  three  Business  Days'  notice to Seller, cancel any Special Concentration
Limit.  As  of  the  date hereof, until notice from the Agent to the contrary in
accordance  with  the  preceding  sentence,  the following Special Concentration
Limits  shall  be  in  effect:

             OBLIGOR                     PERCENTAGE  OF  ELIGIBLE  RECEIVABLES
             -------                     -------------------------------------
Walmart and Affiliates                               11.0%

Albertsons and its Affiliates                         7.5%

Each of CVS, Super Value, Kroger and
Walgreens and its Affiliates                          5.0%


<PAGE>

     "CONDUIT"  has  the  meaning  specified  in the preamble to this Agreement.

     "CONDUIT  RESIDUAL" means the sum of the Conduit Transfer Price Reductions.

     "CONDUIT  TRANSFER  PRICE" means, with respect to the assignment by Conduit
of  one  or more Purchaser Interests to the Agent for the benefit of one or more
of  the  Financial  Institutions  pursuant  to  Section 13.1, the sum of (i) the
lesser  of  (a) the Capital of each such Purchaser Interest and (b) the Adjusted
Liquidity  Price of each such Purchaser Interest and (ii) all accrued and unpaid
CP  Costs  for  each  such  Purchaser  Interest.

     "CONDUIT TRANSFER PRICE DEFICIT" has the meaning specified in Section 13.5.

     "CONDUIT  TRANSFER PRICE REDUCTION" means in connection with the assignment
of a Purchaser Interest by Conduit to the Agent for the benefit of the Financial
Institutions,  the  positive difference (if any) between (i) the Capital of such
Purchaser  Interest  and  (ii)  the  Adjusted Liquidity Price for such Purchaser
Interest.

     "CONTINGENT  OBLIGATION"  has the meaning specified in the Receivables Sale
Agreement.

     "CONTRACT"  has  the  meaning  specified in the Receivables Sale Agreement.

     "CP COSTS" means, for each day, the sum of (i) discount or yield accrued on
Pooled  Commercial  Paper on such day, plus (ii) any and all accrued commissions
in  respect  of  placement  agents and Commercial Paper dealers, and issuing and
paying  agent fees incurred, in respect of such Pooled Commercial Paper for such
day,  plus  (iii)  other  costs associated with funding small or odd-lot amounts
with  respect  to  all receivable purchase facilities which are funded by Pooled
Commercial  Paper for such day, minus (iv) any accrual of income net of expenses
received  on  such  day  from  investment  of  collections  received  under  all
receivable  purchase  facilities  funded  substantially  with  Pooled Commercial
Paper,  minus (v) any payment received on such day net of expenses in respect of
Broken  Funding  Costs  related  to  the prepayment of any Purchaser Interest of
Conduit  pursuant  to  the  terms  of  any receivable purchase facilities funded
substantially  with Pooled Commercial Paper. In addition to the foregoing costs,
if  Seller  shall  request  any  Incremental  Purchase during any period of time
determined by the Agent in its sole discretion to result in incrementally higher
CP  Costs  applicable  to such Incremental Purchase, the Capital associated with
any  such Incremental Purchase shall, during such period, be deemed to be funded
by  Conduit  in  a special pool (which may include capital associated with other
receivable  purchase  facilities) for purposes of determining such additional CP
Costs  applicable  only  to  such  special pool and charged each day during such
period  against  such  Capital.

     "CREDIT AND COLLECTION POLICY" has the meaning specified in the Receivables
Sale  Agreement.

     "DEEMED  COLLECTIONS"  means the aggregate of all amounts Seller shall have
been  deemed  to  have received as a Collection of a Receivable. Seller shall be
deemed  to have received a Collection in full of a Receivable if at any time (i)
the Outstanding Balance of any such Receivable is either (x) reduced as a result
of  any  defective or rejected goods or services, any discount or any adjustment
or  otherwise  by  Seller  (other  than  cash  Collections  on  account  of  the
Receivables)  or  (y)  reduced or canceled as a result of a setoff in respect of
any  claim by any Person (whether such claim arises out of the same or a related
transaction  or  an unrelated transaction) or (ii) any of the representations or
warranties  in  Article  V  are  no  longer true with respect to any Receivable.

     "DEFAULT FEE" means with respect to any amount due and payable by Seller in
respect  of  any  Aggregate Unpaids, an amount equal to the greater of (i) $1000
and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal
to  2%  above  the  Base  Rate.


<PAGE>

     "DEFAULT  RATIO"  means,  as  at  the  last  day of any calendar month, the
percentage  equal to (a) the sum of (i) all Receivables greater than 90 days but
less than 121 days past due, plus (ii) the aggregate actual amount of write-offs
during  the  calendar month then most recently ended, divided by (b) gross sales
of  the  Originators  during  the  third  calendar  month  prior  to the date of
determination.

     "DEFAULTING  FINANCIAL  INSTITUTION"  has  the meaning specified in Section
13.5.

     "DELINQUENCY  RATIO"  means,  at  any  time,  a percentage equal to (i) the
aggregate  Outstanding  Balance  of  all  Receivables  that  were  Delinquent
Receivables  at  such  time divided by (ii) the aggregate Outstanding Balance of
all  Receivables  at  such  time.

     "DELINQUENT RECEIVABLE" means a Receivable as to which any payment, or part
thereof,  remains unpaid for 61 days or more from the original due date for such
payment.

     "DESIGNATED  OBLIGOR"  means  an  Obligor  that  the Agent has notified the
Seller  is  unacceptable.

     "DILUTION  HORIZON  RATIO"  means,  on any date of determination, an amount
calculated  by dividing (a) cumulative sales generated by the Originators during
the most recent 20 days by (b) the aggregate Outstanding Balance of all Eligible
Receivables  as  of  the  last  day  of  the  month  then  most  recently ended.

     "DILUTION  PERCENTAGE"  means,  on  any date of determination, a percentage
equal  to:

     {  [  (2  x  ED)  +  (DS  -  ED)  ]  x  DS/ED  }  x  DHR

     WHERE:

     ED  =  Expected  Dilution  as  of  such  date;

     DS  =  the  Dilution  Spike  on  such  date;  and

     DHR  =  the  Dilution  Horizon  Ratio.

     "DILUTION RATIO" means, on any date of determination, a percentage equal to
the  ratio  of  Dilutions  occurring  during the month then most recently ended,
divided  by  gross  sales  for  the  Originators  for  such  month.

     "DILUTION  RESERVE" means, on any date of determination, an amount equal to
the  product  of  the  Dilution  Percentage  multiplied  by  the Net Receivables
Balance.

     "DILUTION  SPIKE" means, on any date of determination, the highest Dilution
Ratio  during  the  12  months  then  most  recently  ended.

     "DILUTIONS"  means,  at  any  time,  the  aggregate amount of reductions or
cancellations  described in clause (i) of the definition of "DEEMED COLLECTIONS"
other  than  reductions  arising from contractually agreed upon sales discounts.

     "DISCOUNT  RATE" means, the LIBO Rate or the Base Rate, as applicable, with
respect  to  each  Purchaser  Interest  of  the  Financial  Institutions.

     "ELIGIBLE  RECEIVABLE"  means,  at  any  time,  a  Receivable:

          (i) the Obligor of which (a) if a natural person, is a resident of the
     United  States  or  Canada  or,  if  a  corporation  or  other  business
     organization, is organized under the laws of the United States or Canada or
     any  political  subdivision  of  either  of the foregoing and has its chief
     executive office in the United States or Canada; (b) is not an Affiliate of
     any  of  the  parties  hereto;  and  (c)  is  not  a  Designated  Obligor,


<PAGE>

          (ii)  the  Obligor  of  which  is  not  the Obligor of any Charged-Off
     Receivable,

          (iii)  the  Obligor of which is not a Top 20 Obligor of Receivables of
     which  more  than  25%  are  Delinquent  Receivables,

          (iv)  which is not a Charged-Off Receivable, a Defaulted Receivable or
     a  Delinquent  Receivable,

          (v)  which  by its terms is due and payable within 31 days (or, in the
     case  of food service Receivables and beverage Receivables, 45 days) of the
     original  billing date therefor and has not had its payment terms extended,

          (vi)  which is an "account" within the meaning of Article 9 of the UCC
     of  all  applicable  jurisdictions,

          (vii)  which  is denominated and payable only in United States dollars
     in  the  United  States,

          (viii)  which arises under a Contract in substantially the form of one
     of  the  form  contracts  set  forth  or  described on Exhibit IX hereto or
     otherwise  approved  by  the  Agent  in  writing, which, together with such
     Receivable,  is  in  full  force  and  effect  and  constitutes  the  duly
     authorized,  legally  valid  and  binding obligation of the related Obligor
     enforceable  against  such  Obligor  in  accordance  with  its  terms,

          (ix)  which  arises  under  a  Contract which (A) does not require the
     Obligor  under such Contract to consent to the transfer, sale or assignment
     of  the  rights and duties of Originator or any of its assignees under such
     Contract and (B) does not contain a confidentiality provision that purports
     to  restrict the ability of any Purchaser to exercise its rights under this
     Agreement, including, without limitation, its right to review the Contract,

          (x) which arises under a Contract that contains an obligation to pay a
     specified  sum  of  money,  contingent  only  upon the sale of goods or the
     provision  of  services  by  Originator,

          (xi)  which,  together  with  the  Contract  related thereto, does not
     contravene  any  law,  rule  or  regulation  applicable  thereto,

          (xii)  which  satisfies  all applicable requirements of the Credit and
     Collection  Policy,

          (xiii)  which  was generated in the ordinary course of an Originator's
     business,

          (xiv)  Government  Receivables  to  the  extent  the  total  amount of
     Government  Receivables  for  any  month  is  no  greater  than  2%  of all
     Receivables  for  a  month,

          (xv)  which  arises  solely from the sale of goods or the provision of
     services  to  the  related  Obligor  by an Originator, and not by any other
     Person  (in  whole  or  in  part),

          (xvi)  which  is  not  subject  to  any  right of rescission, set-off,
     counterclaim,  any  other  defense  (including  defenses  arising  out  of
     violations  of usury laws) of the applicable Obligor against the applicable
     Originator  or  any  other  Adverse Claim, and the Obligor thereon holds no
     right  as against Originator to cause Originator to repurchase the goods or
     merchandise  the  sale  of  which  shall have given rise to such Receivable
     (except  with  respect to sale discounts effected pursuant to the Contract,
     or  defective goods returned in accordance with the terms of the Contract),


<PAGE>

          (xvii)  as  to  which Originator has satisfied and fully performed all
     obligations  on  its  part  with  respect to such Receivable required to be
     fulfilled  by  it, and no further action is required to be performed by any
     Person  with  respect  thereto other than payment thereon by the applicable
     Obligor,

          (xviii)  which  is  not proceeds of inventory which was pledged by the
     applicable  Originator,  and

          (xix)  all  right, title and interest to and in which has been validly
     transferred  by  Originator directly to Seller under and in accordance with
     the  Receivables  Sale  Agreement, and Seller has good and marketable title
     thereto  free  and  clear  of  any  Adverse  Claim

     "EXPECTED DILUTION" means, on any date of determination, the average of the
Dilution  Ratios  for  the  twelve  months  then  most  recently  ended.

     "FACILITY  ACCOUNT"  means  Seller's  Account  No.  1099456  at  Bank  One.

     "FACILITY  TERMINATION  DATE" means the earliest of (i) September 22, 2004,
(ii)  the  Liquidity  Termination  Date  and  (iii)  the  Amortization  Date.

     "FEDERAL BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy,"  as  amended  and  any  successor  statute  thereto.

     "FEDERAL  FUNDS  EFFECTIVE  RATE"  means,  for  any  period,  a fluctuating
interest  rate  per  annum  for  each  day  during  such period equal to (a) the
weighted  average  of  the  rates  on  overnight federal funds transactions with
members  of  the  Federal  Reserve  System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding
Business  Day)  by the Federal Reserve Bank of New York in the Composite Closing
Quotations  for  U.S.  Government  Securities;  or  (b)  if  such rate is not so
published  for any day which is a Business Day, the average of the quotations at
approximately  10:30  a.m.  (Chicago  time)  for  such  day on such transactions
received  by  the  Agent from three federal funds brokers of recognized standing
selected  by  it.

     "FEE  LETTER"  means  that  certain  letter  agreement dated as of the date
hereof  among Seller, Originator and the Agent, as it may be amended or modified
and  in  effect  from  time  to  time.

     "FINANCE  CHARGES"  has  the  meaning  specified  in  the  Receivables Sale
Agreement.

     "FINANCIAL  INSTITUTIONS" has the meaning specified in the preamble in this
Agreement.

     "FUNDING  AGREEMENT"  means  this Agreement and any agreement or instrument
executed  by  any  Funding  Source  with  or  for  the  benefit  of  Conduit.

     "FUNDING  SOURCE" means (i) any Financial Institution or (ii) any insurance
company, bank or other funding entity providing liquidity, credit enhancement or
back-up  purchase  support  or  facilities  to  Conduit.

     "GAAP"  means  generally  accepted  accounting  principles in effect in the
United  States  of  America  as  of  the  date  of  this  Agreement.

     "GOVERNMENT  RECEIVABLE"  means any Receivable as to which the Obligor is a
government  or  a  governmental  subdivision  or  agency.

     "INCREMENTAL  PURCHASE" means a purchase of one or more Purchaser Interests
which  increases  the  total  outstanding  Aggregate  Capital  hereunder.

     "INDEBTEDNESS" has the meaning specified in the Receivables Sale Agreement.


<PAGE>

     "INDEPENDENT  DIRECTOR"  shall  mean  a member of the Board of Directors of
Seller  who  is  not  at  such  time,  and  has  not been at any time during the
preceding  five  (5)  years,  (A)  a director, officer, employee or affiliate of
Seller,  Originator,  or  any of their respective Subsidiaries or Affiliates, or
(B)  the  beneficial  owner  (at the time of such individual's appointment as an
Independent  Director  or at any time thereafter while serving as an Independent
Director)  of any of the outstanding common shares of Seller, Originator, or any
of  their  respective  Subsidiaries or Affiliates, having general voting rights;

     "LIBO RATE" means the rate per annum equal to the sum of (i) (a) determined
on  the  basis of the offered rate for deposits in U.S. dollars of amounts equal
or  comparable  to the principal amount of the related Liquidity Funding offered
for a term comparable to such Interest Period, which rates appear on a Bloomberg
L.P. terminal, displayed under the address "US0001M Q" effective as
of  11:00  a.m.  (London  time) two Business Days prior to the first day of such
Tranche  Period,  and  having  a maturity equal to such Tranche Period, provided
that,  (i)  if such Bloomberg L.P. address is not available to the Agent for any
reason,  the  applicable LIBO Rate for the relevant Tranche Period shall instead
be  the  applicable  British  Bankers'  Association Interest Settlement Rate for
deposits in U.S. dollars as reported by any other generally recognized financial
information  service  as  of 11:00 a.m. (London time) two Business Days prior to
the  first  day  of  such  Tranche  Period,  and having a maturity equal to such
Tranche  Period,  and  (ii)  if  no  such  British Bankers' Association Interest
Settlement  Rate  is  available  to  the Agent, the applicable LIBO Rate for the
relevant  Tranche Period shall instead be the rate determined by the Agent to be
the  rate  at  which  Bank  One  offers  to  place deposits in U.S. dollars with
first-class  banks  in  the  London interbank market at approximately 11:00 a.m.
(London  time)  two Business Days prior to the first day of such Tranche Period,
in  the  approximate  amount to be funded at the LIBO Rate and having a maturity
equal  to  such  Tranche  Period, divided by (b) one minus the maximum aggregate
reserve  requirement  (including  all  basic,  supplemental,  marginal  or other
reserves)  which  is  imposed  against  the  Agent  in  respect  of Eurocurrency
liabilities, as defined in Regulation D of the Board of Governors of the Federal
Reserve  System  as  in  effect  from  time  to  time  (expressed as a decimal),
applicable to such Tranche Period plus (ii) 1.50% per annum. The LIBO Rate shall
be  rounded,  if  necessary,  to  the  next  higher  1/16  of  1%.

     "LIQUIDITY  TERMINATION  DATE"  means  September  24,  2002.

     "LOCK-BOX"  means  each  locked postal box with respect to which a bank who
has  executed  a  Collection Account Agreement has been granted exclusive access
for  the  purpose  of retrieving and processing payments made on the Receivables
and  which  is  listed  on  Exhibit  IV.

     "LOSS  HORIZON  RATIO"  means, on any date of determination, the percentage
equal  to  (i)  gross sales of the Originators in the three calendar months then
most  recently  ended,  divided by (ii) the aggregate outstanding balance of all
Eligible Receivables as of the last day of the calendar month then most recently
ended.

     "LOSS PERCENTAGE" means, at any time, the greater of (i) 10.0% and (ii) two
times  the  product  of  the  Loss Ratio times the Loss Horizon Ratio on any day
during  the  calendar  month  then  most  recently  ended.

     "LOSS  RATIO"  means, on any date of determination, the highest three-month
rolling  average  Default  Ratio  during the 12 months then most recently ended.

     "LOSS  RESERVE" means, on any date of determination, an amount equal to the
Loss  Percentage  multiplied  by  the Net Receivables Balance as of the close of
business  of  the  Master  Servicer  on  such  date.

     "MASTER  SERVICER"  means  at  any time the Person (which may be the Agent)
then  authorized  pursuant  to  Article  VIII to service, administer and collect
Receivables.


<PAGE>

     "MATERIAL  ADVERSE  EFFECT"  means  a  material  adverse  effect on (i) the
financial  condition  or operations of the Seller Parties taken as a whole, (ii)
the  ability  of Seller or of Ralcorp, individually, as Performance Guarantor or
as  Master  Servicer, to perform its obligations under the Transaction Documents
to  which  it is a party, (iii) the legality, validity or enforceability of this
Agreement  or  any  other  Transaction  Document,  (iv) the Agent's interest, on
behalf  of  the  Purchasers,  in the Receivables generally or in any significant
portion of the Receivables, the Related Security or the Collections with respect
thereto,  or  (v)  the  collectibility  of  the  Receivables generally or of any
material  portion  of  the  Receivables.

     "MATERIAL  ORIGINATOR"  means, on any date of determination, any Originator
who  originated  more  than  30%  of the total Receivables originated during the
month  then  most  recently  ended.

     "MONTHLY  REPORT"  means  a  report, in substantially the form of Exhibit X
hereto  (appropriately completed), furnished by the Master Servicer to the Agent
pursuant  to  Section  8.5.

     "MONTHLY  REPORTING  DATE"  has  the  meaning  specified  in  Section  8.5.

     "NET  RECEIVABLES  BALANCE"  means,  at any time, the aggregate Outstanding
Balance  of  all  Eligible Receivables at such time reduced by (i) the aggregate
amount  by  which  the  Outstanding  Balance of all Eligible Receivables of each
Obligor  and  its  Affiliates  exceeds the Concentration Limit for such Obligor,
(ii) the aggregate amount of Unallocated Cash, and (iii) the aggregate amount of
Accrued  Sales  Discount.

     "NON-DEFAULTING FINANCIAL INSTITUTION" has the meaning specified in Section
13.5.

     "NON-RENEWING  FINANCIAL  INSTITUTION" has the meaning specified in Section
13.6(a).

     "OBLIGATIONS"  has  the  meaning  specified  in  Section  2.1.

     "OBLIGOR" means a Person obligated to make payments pursuant to a Contract.

     "ORIGINATOR(S)"  has  the  meaning  specified  in.

     "OUTSTANDING  BALANCE"  of  any  Receivable  at  any  time  means  the then
outstanding  principal  balance  thereof.

     "PARTICIPANT"  has  the  meaning  specified  in  Section  12.2.

     "PERFORMANCE  GUARANTOR"  means  Ralcorp.

     "PERFORMANCE UNDERTAKING" means that certain Performance Undertaking, dated
as of Ralcorp, by Performance Guarantor in favor of Seller, substantially in the
form  of  Exhibit XI, as the same may be amended, restated or otherwise modified
from  time  to  time.

     "PERMITTED  SUB-SERVICERS"  has  the  meaning  specified in Section 8.1(b).

     "PERSON"  means  an  individual,  partnership,  corporation  (including  a
business  trust),  limited  liability  company,  joint  stock  company,  trust,
unincorporated  association,  joint  venture or other entity, or a government or
any  political  subdivision  or  agency  thereof.

     "POOLED  COMMERCIAL  PAPER" means Commercial Paper notes of Conduit subject
to any particular pooling arrangement by Conduit, but excluding Commercial Paper
issued  by  Conduit  for  a tenor and in an amount specifically requested by any
Person  in  connection  with  any  agreement  effected  by  Conduit.


<PAGE>

     "POTENTIAL  AMORTIZATION  EVENT"  means an event which, with the passage of
time  or  the giving of notice, or both, would constitute an Amortization Event.

     "PRO  RATA SHARE" means, for each Financial Institution, a percentage equal
to  (i)  the  Commitment  of  such  Financial  Institution,  divided by (ii) the
aggregate  amount  of  all  Commitments of all Financial Institutions hereunder,
adjusted as necessary to give effect to the application of the terms of Sections
13.5  or  13.6.

     "PROPOSED  REDUCTION  DATE"  has  the  meaning  specified  in  Section 1.3.

     "PURCHASE  LIMIT"  means  $61,000,000  from  March  1 through and including
December  31,  and  $66,000,000 from January 1 through and including February 28
(or,  when  applicable,  February  29).

     "PURCHASE  NOTICE"  has  the  meaning  specified  in  Section  1.2.

     "PURCHASE  PRICE"  means,  with  respect  to  any Incremental Purchase of a
Purchaser  Interest, the amount paid to Seller for such Purchaser Interest which
shall  not  exceed  the  least  of  (i)  the  amount  requested by Seller in the
applicable Purchase Notice, (ii) the unused portion of the Purchase Limit on the
applicable  purchase  date  and (iii) the excess, if any, of the Net Receivables
Balance  (less  the Aggregate Reserves) on the applicable purchase date over the
aggregate  outstanding  amount of Aggregate Capital determined as of the date of
the  most  recent  Monthly Report, taking into account such proposed Incremental
Purchase.

     "PURCHASERS"  means  Conduit  and  each  Financial  Institution.

     "PURCHASER  INTEREST" means, at any time, an undivided percentage ownership
interest  (computed  as  set forth below) associated with a designated amount of
Capital,  selected  pursuant  to  the  terms  and  conditions hereof in (i) each
Receivable  arising  prior  to  the  time  of  the  most  recent  computation or
recomputation of such undivided interest, (ii) all Related Security with respect
to  each  such  Receivable, and (iii) all Collections with respect to, and other
proceeds of, each such Receivable. Each such undivided percentage interest shall
equal:

                                        C
                                   ----------
                                    NRB - AR

     WHERE:

     C  =  the  Capital  of  such  Purchaser  Interest.

     AR  =  the  Aggregate  Reserves.

     NRB  =  the  Net  Receivables  Balance.

Such  undivided percentage ownership interest shall be initially computed on its
date  of  purchase.  Thereafter,  until  the  Amortization  Date, each Purchaser
Interest  shall be automatically recomputed (or deemed to be recomputed) on each
day  prior to the Amortization Date.  The variable percentage represented by any
Purchaser  Interest  as  computed  (or deemed recomputed) as of the close of the
business  day  immediately preceding the Amortization Date shall remain constant
at  all  times  thereafter.

     "PURCHASING  FINANCIAL  INSTITUTION"  has  the meaning specified in Section
12.1(b).

     "RECEIVABLE"  means  all  "Receivables"  under  and  as  defined  in  the
Receivables  Sale  Agreement.  Indebtedness  and  other  rights  and obligations
arising  from  any  one transaction, including, without limitation, indebtedness
and  other  rights  and  obligations represented by an individual invoice, shall

<PAGE>

constitute  a  Receivable  separate  from  a  Receivable  consisting  of  the
indebtedness  and  other  rights  and  obligations  arising  from  any  other
transaction;  provided  further,  that  any  indebtedness, rights or obligations
referred  to  in  the  immediately  preceding  sentence  shall  be  a Receivable
regardless  of  whether  the  account debtor or Seller treats such indebtedness,
rights  or  obligations  as  a  separate  payment  obligation.

     "RECEIVABLES SALE AGREEMENT" means that certain Receivables Sale Agreement,
dated  as of September 25, 2001, between Originators and Seller, as the same may
be  amended,  restated  or  otherwise  modified  from  time  to  time.

     "RECORDS"  means,  with  respect to any Receivable, all Contracts and other
documents,  books, records and other information (including, without limitation,
computer  programs,  tapes,  disks,  punch  cards,  data processing software and
related  property  and rights) relating to such Receivable, any Related Security
therefor  and  the  related  Obligor.

     "REDUCTION  NOTICE"  has  the  meaning  specified  in  Section  1.3.

     "REDUCTION  PERCENTAGE"  means,  for any Purchaser Interest acquired by the
Financial  Institutions from Conduit for less than the Capital of such Purchaser
Interest, a percentage equal to a fraction the numerator of which is the Conduit
Transfer  Price  Reduction  for  such  Purchaser Interest and the denominator of
which  is  the  Capital  of  such  Purchaser  Interest.

     "REGULATORY  CHANGE"  has  the  meaning  specified  in  Section  10.2(a).

     "REINVESTMENT"  has  the  meaning  specified  in  Section  2.2.

     "RELATED  SECURITY"  means, with respect to any Receivable, all of Seller's
now  owned  and  existing  or  hereafter  arising  or  acquired right, title and
interest  in  and  to  (i)  all  "Related  Security" under and as defined in the
Receivables  Sale  Agreement,  (ii)  the  Performance  Undertaking,  (iii)  the
Receivables  Sale  Agreement,  and  (iv)  all  proceeds of any of the foregoing.

     "REQUIRED  FINANCIAL  INSTITUTIONS"  means,  at  any  time,  Financial
Institutions  with  Commitments  in  excess  of  66-2/3%  of the Purchase Limit.

     "REQUIRED  NOTICE  PERIOD"  means  two  (2)  Business  Days.

     "RESTRICTED  JUNIOR  PAYMENT" means (i) any dividend or other distribution,
direct  or  indirect,  on account of any shares of any class of capital stock of
Seller  now or hereafter outstanding, except a dividend payable solely in shares
of  that  class  of  stock  or  in any junior class of stock of Seller, (ii) any
redemption,  retirement,  sinking  fund  or  similar  payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of capital
stock of Seller now or hereafter outstanding, (iii) any payment or prepayment of
principal  of,  premium,  if  any, or interest, fees or other charges on or with
respect  to,  and any redemption, purchase, retirement, defeasance, sinking fund
or similar payment and any claim for rescission with respect to the Subordinated
Loans  (as  defined in the Receivables Sale Agreement), (iv) any payment made to
redeem,  purchase,  repurchase  or  retire,  or  to obtain the surrender of, any
outstanding  warrants, options or other rights to acquire shares of any class of
capital  stock  of  Seller  now or hereafter outstanding, and (v) any payment of
management  fees  by  Seller  (except  for  reasonable  management  fees  to the
Originator  or  its  Affiliates  in  reimbursement of actual management services
performed).

     "SCHEDULED  ORIGINATOR"  means  an  Obligor  listed  on Exhibit XII hereto.

     "SELLER"  has  the  meaning  specified  in  the preamble to this Agreement.

     "SELLER  PARTIES"  has  the  meaning  specified  in  the  preamble  to this
Agreement.


<PAGE>

     "SERVICING  FEE"  has  the  meaning  specified  in  Section  8.6.

     "SETTLEMENT  DATE"  means  (A)  the  2nd  Business  Day  after each Monthly
Reporting  Date,  and (B) the last day of the relevant Tranche Period in respect
of  each  Purchaser  Interest  of  the  Financial  Institutions.

     "SETTLEMENT  PERIOD"  means  (A)  in  respect of each Purchaser Interest of
Conduit,  the  immediately  preceding Accrual Period, and (B) in respect of each
Purchaser  Interest  of the Financial Institutions, the entire Tranche Period of
such  Purchaser  Interest.

     "SUBSIDIARY"  has  the meaning specified in the Receivables Sale Agreement.

     "TERMINATION  DATE"  has  the  meaning  specified  in  Section  2.2.

     "TERMINATION  PERCENTAGE"  has  the  meaning  specified  in  Section  2.2.

     "TERMINATING  FINANCIAL  INSTITUTION"  has the meaning specified in Section
13.6(a).

     "TERMINATING  TRANCHE"  has  the  meaning  specified  in  Section  4.3(b).

     "TOP  20  OBLIGOR"  means, for any month of determination, an Obligor whose
Receivables  had  one of the 20 highest aggregate Outstanding Balances as of the
last  day  of  the  month  then  most  recently  ended.

     "TRANCHE  PERIOD"  means,  with respect to any Purchaser Interest held by a
Financial  Institution:

     (a)  if Yield for such Purchaser Interest is calculated on the basis of the
LIBO Rate, a period of one, two, three or six months selected by Seller with the
approval  of  the  Agent  (which  consent  shall  not  be unreasonably withheld)
pursuant to this Agreement, or such other period as may be mutually agreeable to
the  Agent  and  Seller,  commencing on a Business Day selected by Seller or the
Agent  pursuant  to  this Agreement. Such Tranche Period shall end on the day in
the  applicable  succeeding  calendar month which corresponds numerically to the
beginning  day  of  such  Tranche Period, provided, however, that if there is no
such numerically corresponding day in such succeeding month, such Tranche Period
shall  end  on  the  last  Business  Day  of  such  succeeding  month;  or

     (b)  if Yield for such Purchaser Interest is calculated on the basis of the
Base  Rate,  a period designated by Seller commencing on a Business Day selected
by  Seller,  PROVIDED THAT no such period shall exceed one month. If any Tranche
Period would end on a day which is not a Business Day, such Tranche Period shall
end  on the next succeeding Business Day, provided, however, that in the case of
Tranche Periods corresponding to the LIBO Rate, if such next succeeding Business
Day  falls  in  a  new  month,  such Tranche Period shall end on the immediately
preceding  Business  Day.  In  the  case of any Tranche Period for any Purchaser
Interest which commences before the Amortization Date and would otherwise end on
a  date  occurring after the Amortization Date, such Tranche Period shall end on
the Amortization Date. The duration of each Tranche Period which commences after
the  Amortization  Date  shall  be  of  such  duration as selected by the Agent.

     "TRANSACTION  DOCUMENTS" means, collectively, this Agreement, each Purchase
Notice,  the  Receivables Sale Agreement, each Collection Account Agreement, the
Performance  Undertaking,  the  Fee Letter, the Subordinated Note (as defined in
the  Receivables  Sale  Agreement)  and  all  other  instruments,  documents and
agreements  executed  and  delivered  in  connection  herewith.

     "UCC"  means  the Uniform Commercial Code as from time to time in effect in
the  specified  jurisdiction.

     "UNALLOCATED  CASH"  means,  on  any  date  of  determination,  Collections
received  by  the Servicer (or a Permitted Sub-Servicer) which have not yet been
posted  to  the  invoice  evidencing  a  particular  Receivable.


<PAGE>

     "YIELD"  means  for  each  respective  Tranche Period relating to Purchaser
Interests  of  the Financial Institutions, an amount equal to the product of the
applicable  Discount  Rate for each Purchaser Interest multiplied by the Capital
of  such  Purchaser  Interest  for  each day elapsed during such Tranche Period,
annualized  on  a  360  day  basis.

     "YIELD  RESERVE"  means, on any date, an amount equal to 2.0% multiplied by
the  Net  Receivables Balance as of the close of business of the Master Servicer
on  such  date.

     ALL  ACCOUNTING TERMS NOT SPECIFICALLY DEFINED HEREIN SHALL BE CONSTRUED IN
ACCORDANCE  WITH  GAAP.  ALL  TERMS USED IN ARTICLE 9 OF THE UCC IN THE STATE OF
ILLINOIS,  AND  NOT  SPECIFICALLY  DEFINED HEREIN, ARE USED HEREIN AS DEFINED IN
SUCH  ARTICLE  9.