CREDIT STORE INC
EIGHT AMENDMENT TO STRATEGIC MODELING AGREEMENT
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<TYPE>EX-10.10(8)
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<FILENAME>ex8modeling_agrmt.txt
<DESCRIPTION>EIGHT AMENDMENT TO STRATEGIC MODELING AGREEMENT
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                                                                 Exhibit 10.10.8

              EIGHTH AMENDMENT TO THE STRATEGIC MODELING AGREEMENT

THIS EIGHTH AMENDMENT TO THE STRATEGIC MODELING AGREEMENT is entered into
effective as of January 26, 2002, by and between RiskWise, L.L.C., a Delaware
limited liability company ("RiskWise"), and The Credit Store, Inc., a Delaware
corporation ("TCS");

                                    RECITALS:

A.       BTE and TCS entered into a Strategic Modeling Agreement on the 18th day
         of March, 1999 ("Agreement"), Amendment to the Strategic Modeling
         Agreement on the 16th day of March 2001; Second Amendment to the
         Strategic Modeling Agreement on the 29th day of May 2001; and Third
         Amendment to the Strategic Modeling Agreement on August 16, 2001;
         Fourth Amendment to the Strategic Modeling Agreement on September 13,
         2001; and Fifth Amendment to the Strategic Modeling Agreement on
         October 12, 2001; Sixth Amendment to the Strategic Modeling Agreement
         on November 12, 2001; and Seventh Amendment to the Strategic Modeling
         Agreement on December 26, 2001 (collectively, the "Strategic Modeling
         Agreement") under which BTE provided certain development services to
         TCS;

B.       Subsequent to entering into the Strategic Modeling Agreement, BTE was
         involved in a reorganization and RiskWise became a successor to BTE;

C.       Effective as of May 1, 1999, the Strategic Modeling Agreement was
         assigned from BTE to RiskWise pursuant to an Assignment and Assumption
         Agreement dated as of May 1, 1999;

D.       TCS consented to such assignment and assumption as of May 1, 1999;

E.       The Strategic Modeling Agreement, as amended, is set to terminate on
         January 26, 2002; and

F.       The parties hereto desire to amend the Strategic Modeling Agreement.

THEREFORE, in consideration of the mutual promises and covenants set forth
herein, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties intend to be legally bound and do
hereby agree as follows:

1.       The Strategic Modeling Agreement is amended by substituting RiskWise
         for BTE as the party to such agreement. Wherever the term BTE appears
         in the agreement, it shall be replaced by the term RiskWise.

2.       Section 1 of the Strategic Modeling Agreement is hereby amended as
         follows:

                   (a) The "Data Processing Term" definition is amended in its
                  entirety to read as follows: "Data Processing Term" means the
                  period beginning on the date hereof and ending at 11:59 p.m.
                  on December 31, 2002. Unless either party gives the other
                  party written notice at least thirty (30) days prior to the
                  end of the initial Data Processing Term (or any successive
                  term), the Data Processing Term shall automatically renew for
                  successive one-year periods commencing on January 1 of each
                  subsequent year.

                  (b) The "Modeling Term" definition is amended in its entirety
                  to read as follows: "Modeling Term" means the period beginning
                  on the date hereof and ending at 11:59 p.m. on December 31,
                  2002. Unless either party gives the other party written notice
                  at least thirty (30) days prior to the end of the initial
                  Modeling Term (or any successive term), the Modeling Term
                  shall automatically renew for successive one-year periods
                  commencing on January 1 of each subsequent year.

                  (c) The term "Contract Year" is added and is defined as
                  follows: "Contract Year" means the period commencing on
                  January 1, 2002 and ending on December 31, 2002 and each
                  twelve (12) month period thereafter commencing on January 1 of
                  each subsequent year in which the Modeling Term or Data
                  Processing Term is in effect.

                  (d) The term "RiskWise Affililate" is added and is defined as
                  follows: "RiskWise Affiliate" means (i) RiskWise
                  International, or (ii) any person or entity directly or
                  indirectly controlled by RiskWise International.

3.       Section 2.1 of the Strategic Modeling Agreement is hereby deleted and
         replaced by a new Section 2.1 to read as follows:

                  Section 2.1 Services. During the Modeling Term, RiskWise will
                  provide such services to TCS as TCS may reasonably request to
                  build, implement, monitor, test and update Models and related
                  Software useful to the conduct of TCS' business, including but
                  not limited to, developing and updating the Models described
                  in Exhibit A (as amended by this Eighth Amendment to the
                  Strategic Modeling Agreement). TCS acknowledges that RiskWise
                  has delivered, and TCS has accepted, a version of each such
                  Model set forth on Exhibit A on or prior to the date hereof.
                  Notwithstanding the foregoing, TCS may not require RiskWise to
                  provide more than 2.5 FTE days of support with respect to any
                  calendar month.

4.       Section 2.2 of the Strategic Modeling Agreement is hereby deleted and
         replaced by a new Section 2.2 to read as follows:

                  Section 2.2 Payment for Services. In consideration of the
                  Services to be performed under Section 2.1, TCS will pay to
                  RiskWise on or before the 30th day of each calendar month
                  during the Modeling Term, the sum of $5,000. The parties agree
                  to evaluate and adjust the amount of such monthly payment for
                  calendar months after December, 2002. If the parties, after
                  negotiating in good faith, are unable to agree upon any
                  adjustment in such amount, the monthly payment will remain
                  $5,000.

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                  RiskWise shall pay all expenses incurred by RiskWise or its
                  employees in providing the Services under this Section 2,
                  including, but not limited to, all travel and related
                  expenses. TCS shall pay separately for all Data provided in
                  accordance with Section 3.

5.       Section 2.5 of the Strategic Modeling Agreement is hereby deleted.

6.       Section 2.8 of the Strategic Modeling Agreement is hereby deleted and
         replaced by a new Section 2.8 to read as follows:

                  Section 2.8 Uses of Data. (a) TCS certifies that it will use
                  the Services (including the Models) only in connection with
                  one of the following needs with respect to a consumer: (i) for
                  use as necessary to effect, administer or enforce a
                  transaction requested or authorized by the consumer; (ii) to
                  protect against or prevent actual or potential fraud,
                  unauthorized transactions, claims or other liabilities; (iii)
                  for required institutional risk control; (iv) for resolving
                  consumer disputes or inquiries; (v) due to holding a legal or
                  beneficial interest relating to the consumer; (vi) for use by
                  persons acting with the consumer's consent in a fiduciary or
                  representative capacity on behalf of the consumer; (vii) for
                  use in complying with federal, state or local laws, rules and
                  other applicable legal requirements; or (viii) for use and to
                  the extent specifically permitted or required under other
                  provisions of law and in accordance with the Right to
                  Financial Privacy Act of 1978, to law enforcement agencies
                  (including a Federal functional regulator, the Secretary of
                  Treasury, a State insurance authority or the Federal Trade
                  Commission), self-regulatory organizations or for an
                  investigation on a matter related to public safety. TCS
                  further certifies that its use of RiskWise products will be
                  limited, on a product-by-product basis, to that purpose (or
                  purposes) set forth next to such product on Exhibit A of the
                  Strategic Modeling Agreement. TCS will comply with all
                  applicable laws in connection with its use of the RiskWise
                  information services.

                  (b) RiskWise does not intend for a Model or other Services
                  generated under this Agreement to constitute a "consumer
                  report" as defined in the Fair Credit Reporting Act, 15 U.S.C.
                  ss. 1681 et. seq. ("FCRA"). TCS is specifically prohibited
                  from using RiskWise's Models or other Services, in whole or
                  part, as a factor in establishing any consumer's eligibility
                  for credit, insurance, employment purposes, or any other
                  permissible purpose of consumer reports as defined by the
                  FCRA. It is expressly forbidden for TCS to take "adverse
                  action" as defined by the FCRA on any customer request using
                  information supplied by RiskWise pursuant to this Agreement.
                  TCS represents and warrants to RiskWise that any "adverse
                  action" taken with respect to a consumer request will be based
                  solely on information received from sources other than
                  RiskWise. Furthermore, TCS warrants that it will not identify
                  RiskWise in any declination


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                  communication with the consumer as having provided information
                  to TCS upon which such declination was based, in whole or in
                  part.

7.       Section 3.2 of the Strategic Modeling Agreement is deleted and replaced
         by a new Section 3.2 to read as follows:

                  3.2.     Cost and Payment.

                           (a)      Cost.
                                    -----

                                    (1) Pre-Purchase Assessment Services.
                                    RiskWise will provide data for a
                                    pre-purchase assessment of potential account
                                    purchases at the cost of $0.03 per account,
                                    but not less than $1,000 for each portfolio
                                    of accounts processed.

                                    (2) Post-Purchase Assessment Services.
                                    RiskWise will provide data for a
                                    post-purchase assessment of potential
                                    account purchases at the cost of $0.08 per
                                    account, but not less than $1,000 for each
                                    portfolio of accounts processed, plus, in
                                    each case, actual credit bureau costs.

                                    (3) Skip-Tracing Services. RiskWise will
                                    provide skip-tracing services at the cost
                                    of:

                                            Product                 Price
                                            -------                 -----

                                    InfoTrace Non-EDA*      $0.27 per input for
                                                            the first 1.1
                                                            million records
                                                            during a Contract
                                                            Year.

                                                            $0.25 per input for
                                                            all records in
                                                            excess of 1.1
                                                            million during a
                                                            Contract Year.

                                    *An additional charge of $0.12 per input
                                    shall be added whenever EDA (electronic
                                    directory assistance) is used with respect
                                    to an input record.

                                    (4) Application Processing and Other Models.
                                    RiskWise will provide Data required by the
                                    Models and the Software at a cost equal to
                                    RiskWise's own cost for such Data (as
                                    reasonably determined by RiskWise) plus a
                                    margin to be agreed upon by the parties,
                                    provided, however, that any credit bureau
                                    Data required by the Models or the Software
                                    must be obtained by TCS at TCS' sole cost.


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                  (b) Payment. During each Contract Year, TCS commits to
                  purchase a minimum of $300,000 worth of Skip-Tracing Services
                  from RiskWise at the cost set forth in Section 3.2(a)(3) (the
                  "Guaranteed Minimum"). Such Guaranteed Minimum shall be billed
                  by RiskWise to TCS at the rate of $25,000 per month during
                  each month of a Contract Year commencing with January, 2002.
                  Payment shall be due within thirty (30) days of receipt of the
                  invoice by TCS. TCS shall not be entitled to any refund of the
                  Guaranteed Minimum in the event it does not actually use
                  $300,000 of skip-tracing services in any Contract Year. Within
                  thirty (30) days after the close of each Contract Year,
                  RiskWise shall provide an accounting to TCS detailing its
                  actual usage during the Contract Year of skip-tracing
                  services. To the extent that TCS' actual usage of skip-tracing
                  services exceeds the Guaranteed Minimum for such Contract
                  Year, such accounting shall include an invoice for such excess
                  services over the Guaranteed Minimum, and such invoice shall
                  be due within thirty (30) days after receipt by TCS.

8.       Section 5.1 of the Strategic Modeling Agreement is deleted in its
         entirety.

9.       Section 5.2 of the Strategic Modeling Agreement is deleted and replaced
         by a new Section 5.2 to read as follows:

                  5.2 Non-Competition. Commencing on the date hereof and
                  continuing through January 26, 2005, RiskWise will not, and
                  will not permit any RiskWise Affiliate to, (i) engage in the
                  business of targeting credit card offers to consumers as a
                  means of settling their defaulted consumer debt, or (ii)
                  provide consulting, modeling or other services to any entity
                  engaged in such business if such entity grants RiskWise or any
                  RiskWise Affiliate any equity interest, participation or other
                  interest representing a right to twenty percent (20%) or more
                  of such entity's equity or profits, however measured.

10.      Section 6.6 of the Strategic Modeling Agreement is amended by replacing
         the first sentence of such Section with the following:

                  If any court of competent jurisdiction determines for any
                  reason that the provision of Data by RiskWise hereunder
                  violates applicable law, then, if such violation can be
                  corrected by RiskWise without degradation in the Data and
                  Services provided hereunder (for example, by substituting one
                  provider of Primary Data for another or by modifications to
                  any Models and Software), RiskWise shall take such corrective
                  action at no cost to


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                  TCS; provided, however, that (i) any increase in out-of-pocket
                  costs to RiskWise as a result of such corrective action (for
                  example, a substitute Primary Data provider charges more for
                  such data) may be passed through to TCS and (ii) if the
                  Modeling Term has expired, TCS shall pay the costs of any
                  adjustments to the Models and Software required therefore,
                  determined at RiskWise's standard hourly rates.

11.      Section 6 of the Strategic Modeling Agreement is amended by adding a
         new Section 6.9 to read as follows:

                  Section 6.9 Right to Audit. TCS agrees that RiskWise may, from
                  time to time, after reasonable notice and during normal
                  business hours audit TCS solely with respect to TCS' use of
                  the RiskWise services to verify compliance with Section 2.1
                  above and TCS will reasonably cooperate in such audits. TCS
                  further agrees to cooperate in any audits of TCS' use of the
                  RiskWise services requested by any of RiskWise's third-party
                  data providers.

12.      Exhibit A to the Strategic Modeling Agreement is amended by deleting
         Section 3 "Skip-Tracing Process Optimization Model" in its entirety.
         Exhibit A is further amended by deleting from such Exhibit, any
         reference to a "Target date."

13.      TCS and RiskWise agree that pursuant to the Warrant dated March 18,
         1999 RiskWise is entitled to purchase 750,000 shares of TCS common
         stock, par value $.01 per share, as a result of having successfully
         completed and delivering a Pre-Purchase Assessment Model, a
         Post-Purchase Assessment Model and an Application Assessment Model. TCS
         and RiskWise further agree that the parties have mutually agreed to
         abandon the development of a Skip-Tracing Process Optimization Model
         and, as a result, RiskWise will not become entitled to subscribe for
         and purchase the remaining 250,000 shares of common stock pursuant to
         such Warrant.

14.      To the extent that any provisions of the Strategic Modeling Agreement
         are in conflict with the provisions of this Eighth Amendment to the
         Strategic Modeling Agreement, the provisions of this Eighth Amendment
         to the Strategic Modeling Agreement shall govern. All other provisions
         of the Strategic Modeling Agreement not inconsistent with this are
         Eighth Amendment to the Strategic Modeling Agreement are unchanged by
         this Eighth Amendment to the Strategic Modeling Agreement.

15.      This Eighth Amendment may be executed in any number of counterparts,
         and by different hereto in separate counterparts, each of which when so
         executed and delivered shall be deemed an original, but all such
         counterparts together shall constitute but one and the same original.





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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized representative as of the day and year
first above written.

RISKWISE, L.L.C.                                THE CREDIT STORE, INC.


By:  /s/ Gordon O. Meyer                        By:  Kevin T. Riordan
     -------------------                             ----------------
         Gordon O. Meyer                             Kevin T. Riordan
Its:  President                                 Its:  President




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