BANK PLUS CORP
PURCHASE AND ASSUMPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>PURCHASE AND ASSUMPTION AGREEMENT
<TEXT>


                                                                   Exhibit 10.11


                        PURCHASE AND ASSUMPTION AGREEMENT


                         Dated as of December 11th, 2000

                                     Between

                  Fidelity Federal Bank, A Federal Savings Bank

                                       And

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                            Household Bank (SB), N.A.


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<PAGE>

Article 1                  - DEFINITIONS                                    1

         1.1      Definitions                                               1

         1.2      Construction                                              7

Article 2                  - PURCHASE AND SALE OF ACQUIRED ASSETS           7

         2.1      Acquired Assets                                           7

         2.2      Assumed Liabilities                                       8

         2.3      Purchase Price                                            8

         2.4      Hold Back Amount                                          8

         2.5      Allocation of Purchase Price                              8

         2.6      Use of Name and Trademarks                                9

         2.7      Seller's Repurchase Obligations                           9

         2.8      Repurchase Price                                          10

         2.9      Exclusive Remedy                                          10

         2.10     Continued Processing                                      11

Article 3                  - THE CLOSING                                    11

         3.1      The Closing                                               11

         3.2      Documents and Certificates                                11

         3.3      Valuation Date Statement                                  12

         3.4      Payments on the Closing Date                              12

         3.5      Settlement Date Statement                                 12

         3.6      Payments on the Settlement Date                           12

         3.7      Post Closing Payments                                     13

         3.8      Payment of Hold Back Amount                               13

         3.9      Power of Attorney                                         14

         3.10     Dispute Resolution                                        14

Article 4                  - CONDITIONS OF CLOSING                          15

         4.1      Conditions Applicable to Purchaser                        15

         4.2      Conditions Applicable to Seller                           16

Article 5                  - REPRESENTATIONS AND WARRANTIES                 17

         5.1      Representations and Warranties of Seller                  17

         5.2      Representations and Warranties of Purchaser               21

  <PAGE>

Article 6                  - CERTAIN COVENANTS                              23

         6.1      Mutual Covenants and Agreements                           23

         6.2      Additional Covenants                                      25

         6.3      Covenants of Purchaser                                    28

Article 7                  - INDEMNIFICATION                                29

         7.1      Seller's Indemnification Obligations                      29

         7.2      Purchaser's Indemnification Obligations                   29

         7.3      Definition of Losses                                      29

         7.4      Procedures                                                30

Article 8                  - TERMINATION                                    32

         8.1      Termination by Either Party                               32

         8.2      Effect of Termination                                     33

Article 9                  - MISCELLANEOUS                                  33

         9.1      Survival of Representations and Warranties                33

         9.2      Notices                                                   33

         9.3      Assignment                                                34

         9.4      Entire Agreement                                          34

         9.5      Amendments and Waivers                                    34

         9.6      Expenses                                                  35

         9.7      Captions; Counterparts                                    35

         9.8      Governing Law                                             35

         9.9      Severability                                              35

         9.10     Independent Contractors                                   35

         9.11     No Joint Venture                                          35

         9.12     Attorneys' Fees                                           35

         9.13     Regulatory Approval                                       35

         9.14     Dispute Resolution                                        36

<PAGE>

                        PURCHASE AND ASSUMPTION AGREEMENT

This Purchase and Assumption Agreement (the "Agreement") is made and entered
into as of the 11th day of December , 2000 by and between Fidelity Federal Bank,
A Federal Savings Bank, a federally chartered savings bank ("Seller"), and
Household Bank (SB), N.A., a national banking association ("Purchaser").

                                   WITNESSETH
                                   ----------

         A. Seller and Purchaser are parties to a Purchase and Assumption
Agreement dated as of June 2, 2000 pursuant to which (A) Seller sold to
Purchaser, and Purchaser purchased from Seller (i) certain credit card
receivables related to the MMG Portfolio, as defined therein; (ii) the Fixed
Assets located at the Beaverton Operations Center, as defined therein, and
certain other assets, and (B) Purchaser assumed certain liabilities (such
agreement, the "Prior Sale Agreement", and such transaction, the "Prior Sale").

         B. In connection with the Prior Sale, Seller and Purchaser entered into
a (i) Servicing Agreement pursuant to which Purchaser agreed to service certain
credit card receivables described herein as the ADC Portfolio (the "Servicing
Agreement") and (ii) an Escrow Agreement.

         C. Seller now wishes to sell to Purchaser, and Purchaser wishes to
purchase from Seller, the ADC Portfolio. In connection with such transaction,
Seller and Purchaser wish to terminate, effective on the Closing Date, as
defined herein, the Servicing Agreement. In addition, effective on the Closing
Date, Seller and Purchaser wish to amend the Prior Sale Agreement and the Escrow
Agreement to provide for a hold back amount, and treatment thereof, which is
consistent with this Agreement.

         D. The Seller and Purchaser are entering into this Agreement to reflect
the terms and conditions relating to the sale and purchase of accounts
comprising the ADC Portfolio, and related receivables.

                            ARTICLE 1 - DEFINITIONS
                            -----------------------

1.1      Definitions. Except as otherwise specifically indicated, the following
         terms shall have the meanings specified herein.

         "Accountants" shall have the meaning specified in SECTION 3.10.

         "Account Representations and Warranties" shall mean the representations
         and warranties set forth in SECTIONS 5.1(d) (to the extent such
         representation and warranty relates to an Account), (f), (g), (h) (i),
         (j), (k), (l) (o), (p) AND (q).

         "Accounts" shall mean all accounts that are part of the ADC Portfolio
         that are identified by name and account number on the computer tape of
         accounts generated as of the close of processing on the day immediately
         preceding the Closing Date and reflected in the aggregate on the
         relevant CD-121 report for such day (the "Accounts Tape"), excluding
         any Charged-Off Account, any Alabama Opt-Out Account and any
         Mississippi Account.

                                       1
<PAGE>

         "Accrued Interest" shall mean the aggregate amount of periodic finance
         charges not posted to the Accounts as of the relevant time, but which
         was earned up to and including the relevant time and which will be
         posted to the Accounts at the end of the respective billing cycles
         immediately following the relevant time.

         "Acquired Assets" shall have the meaning specified in SECTION 2.1.

         "ADC" shall mean American Direct Credit, LLC.

         "ADC Portfolio" shall mean all credit card accounts originated under
         the Seller's agreement with ADC dated March 5, 1997, as amended, and
         included on the Seller's servicing system as bank identified number
         ("BIN") 549062.

          "Affiliate" shall mean, with respect to any person, corporation or
         entity, any other person, corporation or entity that directly or
         indirectly controls, is controlled by or is under common control with
         such person, corporation or entity.

         "Alabama Class Action" shall mean the case entitled ELOISE MITCHELL, ET
         AL. v A & P DISTRIBUTING, ET AL. pending in the Circuit Court of Sumter
         County, State of Alabama.

         "Alabama Opt-Out Account" shall mean an account with respect to which
         the Cardholder (i) is a member of the plaintiff class in the Alabama
         Class Action and (ii) has elected to opt out of the proposed settlement
         in the Alabama Class Action.

         "Agreement" shall have the meaning specified in the Introduction.

         "Assignment and Assumption Agreement" shall have the meaning specified
         in SECTION 3.2.

         "Assumed Liabilities" shall have the meaning specified in SECTION 2.2.

         "Bank Plus" shall mean Bank Plus Corporation, a Delaware corporation,
         the corporate parent of Seller.

         "Bankrupt Account" shall mean an Account that fits one or more of the
         following descriptions as of the Cut-Off Time:

                  (i)      is identified on the Seller's processing system as an
                           external status code "B"; or

                  (ii)     the Cardholder has filed bankruptcy, the filing date
                           occurred after the Account open date and before the
                           Cut-Off Time and the bankruptcy proceeding has not
                           been dismissed before the Closing Date.

                                       2
<PAGE>

         "Books and Records" shall mean all books and records, if any, in the
         possession of Seller or Seller's processor relating to the Acquired
         Assets, including all existing records, applications for Accounts,
         cardholder agreements, disclosure statements, acceptance certificates
         for prescreened offers, periodic statements, credit and collection
         files, file maintenance data and correspondence, and other records
         relating to the Acquired Assets whether in documentary form or on
         microfilm, microfiche, magnetic tape, computer disk or other form.

         "Business Day" shall mean each day other than Saturday, Sunday or a day
         on which banking institutions in the State of California are authorized
         or obligated by law or regulation to close.

         "Cardholder" shall mean an applicant in whose name an Account was
         established or is maintained.

         "Cardholder Agreement" shall mean an agreement between Seller and a
         Cardholder containing the terms and conditions of the relevant Account.

         "Charged-Off Account" shall mean an Account that fits one of the
         following descriptions as of the Cut-Off Time:

                  (i)      any Account which has been identified on the Seller's
                           processing system with the external status code "Z";

                  (ii)     any Account with a balance that is equal to or more
                           than 180 days contractually delinquent;

                  (iii)    any Account that is not statused as charged-off on
                           the Seller's processing system but should have been
                           so statused prior to the Cut-Off Time in accordance
                           with the Policies and Procedures.

         "Closing" shall have the meaning specified in SECTION 3.1.

         "Closing Date" shall have the meaning specified in SECTION 3.1.

         "Closing Time" shall have the meaning specified in SECTION 3.1.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Conversion Date" shall mean the date on which processing of the
         Accounts is transferred to Purchaser or its agent.

         "Covered Account" shall have the meaning specified in SECTION 2.7.

                                       3
<PAGE>

         "Credit Balances" shall mean all balances owing by Seller to
         Cardholders on Accounts as of the relevant date.

         "Credit Card" shall mean a MasterCard credit card issued by Seller to a
         Cardholder.

         "Credit Card Marks" shall mean such trademarks and service marks of
         Seller as have been used in connection with the Accounts, provided that
         such term shall not include trademarks or service marks of ADC,
         MasterCard or any network.

         "Credit Card Receivables" shall mean all amounts owing, whether or not
         billed, to Seller by Cardholders with respect to Accounts, including
         extensions of credit, accrued and posted periodic finance charges, and
         any other charges and fees assessed on said Accounts, plus Accrued
         Interest at the relevant time.

         "Current Policies and Procedures" shall mean the Policies and
         Procedures as in effect on the date of this Agreement.

         "Cut-Off Time" shall mean 11:59 P.M. on the Closing Date.

         "Deceased Account" shall mean an Account that fits one or more of the
         following descriptions as of the Cut-Off Time:

                  (i)      any Account which has been identified on the Seller's
                           processing system in a type code credit rating or
                           user status code as deceased; or

                  (ii)     any Account for which the Cardholder has died before
                           the Cut-Off Time, as evidenced by a death certificate

         "Escrow Holder' shall mean Bank One Trust Company, National
         Association, or any successor thereto.

         "Escrow Agreement" shall mean the Escrow Agreement between Escrow
         Holder, Seller and Purchaser relating to the Prior Sale, amended to
         comply with the provisions of this Agreement.

         "Escrow Amendment" shall have the meaning specified in SECTION 3.2.

         "Estimated Liquidated Amount" shall have the meaning specified in
         SECTION 3.8.

         "Excluded Account" shall mean, as of the Cut-Off Time, any Account that
         does not comply with the representations and warranties contained in
         this Agreement, and:

                  (i)      Any Account which as of the Cut-Off Time is, or
                           should have been, classified as fraud/stolen ("U"),
                           which was generated from fraud activity perpetrated
                           prior to the Cut-Off Time;

                                       4
<PAGE>

                  (ii)     Any Account the outstanding balance of which are
                           classified, or should have been classified by Seller,
                           as of the Cut-Off Time, as one hundred twenty (120)
                           days or more past due; and

                  (iii)    Any Account classified, or that should have been
                           classified by Seller, as of the Cut-Off Time, as a
                           Bankrupt Account, a Lost Account, or a Deceased
                           Account.

         "FDR" shall mean First Data Resources Inc.

         "FDR Agreement" shall mean that certain Service Agreement between FDR
         and Seller dated October 14, 1999.

         "Federal Funds Rate" shall mean, for any period during which the
         Federal Funds Rate is to be charged pursuant to this Agreement, the
         average of the high and low "Federal Funds" interest rates for any day
         (or the previous business day if such day is not a business day),
         excluding the day that payment is made, as such rate is reported on the
         following business day in the Money Rates Column of the Wall Street
         Journal or as determined in such other mutually acceptable manner as
         the parties agree if the Wall Street Journal is no longer reporting
         such rate.

         "Hold Back Amount" shall mean an amount equal to $4,285,000, which
         amount shall replace the hold back amount required under the Prior Sale
         Agreement, plus an additional amount equal to 15% of the Purchase Price
         under this Agreement. It is the intent of this Agreement that the Hold
         Back Amount shall be an aggregate amount which covers liabilities under
         this Agreement, the Prior Sale Agreement and the Servicing Agreement
         (to the extent such liabilities survive the termination of the
         Servicing Agreement).

         "Indemnified Party" shall have the meaning specified in SECTION 7.4(a).

         "Indemnifying Party" shall have the meaning specified in SECTION
         7.4(a).

         "Losses" shall have the meaning specified in SECTION 7.3.

         "Lost Account" shall mean an Account which as of the Cut-Off Time is
         identified on the Seller's processing system with the external status
         code "L".

         "MasterCard" shall mean MasterCard International Incorporated.

         "Mississippi Account" shall mean an Account as to which, as of June 30,
         2000, the Cardholder was a resident of Mississippi, or, which is
         demonstrated by a Cardholder to have been originated at the time the
         Cardholder was a resident of Mississippi.

         "Operating Regulations" shall mean the by-laws, rules and regulations
         of MasterCard.

                                       5
<PAGE>

         "Policies and Procedures" shall mean the written policies and
         procedures of Seller relating to the Accounts, as in effect from time
         to time.

         "Post Closing Payments" shall have the meaning specified in SECTION
         3.7.

         "Prior Sale" shall have the meaning specified in Recital A.

         "Prior Sale Agreement" shall have the meaning specified in Recital A.

         "Prior Sale Amendment" shall have the meaning specified in SECTION 3.2.

         "Prior Closing Date" shall mean June 30, 2000, the closing date of the
         Prior Sale.

         "Protected Party" shall have the meaning specified in SECTION 6.1(c).

         "Purchase Price" shall have the meaning specified in SECTION 2.3.

         "Purchaser" shall have the meaning specified in the Introduction.

         "Related Agreements" shall mean the Assignment and Assumption
         Agreement, the Escrow Agreement Amendment, and the Prior Sale Agreement
         Amendment.

         "Repurchase Price" shall have the meaning specified in SECTION 2.8.
         "Seller" shall have the meaning assigned in the Introduction.

         "Servicing Agreement" shall have the meaning specified in Recital B.

         "Servicer" shall mean the Purchaser in its capacity under the Servicing
         Agreement.

         "Settlement Date" shall mean the date (not later than sixty (60) days
         after the Closing Date) on which the parties make any adjustment to the
         Purchase Price and the corresponding payment.

         "Settlement Date Statement" shall mean a statement, substantially in
         the form of EXHIBIT A attached hereto, which contains a computation of
         the Purchase Price as of the Closing Date.

         "Tax" shall mean any federal, state, local or foreign net income, gross
         income, gross receipts, windfall profit, severance, property,
         production, sales, use, license, excise, franchise, employment,
         payroll, withholding, alternative or add-on minimum, ad valorem, value
         added, transfer, stamp, or environmental tax, or any other tax, custom,
         duty, governmental fee or other like assessment or charge of any kind
         whatsoever, together with any interest or penalty, addition to tax or
         additional amount imposed by any governmental authority.

                                       6
<PAGE>

         "Total Estimated Liquidated Amount of Damages" shall mean the sum of
         any Estimated Liquidated Amount relating to any claim or claims for
         indemnification for which notice has been given by Purchaser pursuant
         to SECTION 7.4(a) of this Agreement or the Prior Sale Agreement or
         pursuant to SECTION 12.3(A) of the Servicing Agreement between the
         Closing Date and the relevant date.

         "Unauthorized Use" shall mean use that was made by a person other than
         the Cardholder who did not have actual, implied or apparent authority
         for such use of the Account and from which the Cardholder received no
         benefit.

         "Valuation Date" shall mean the close of business on the fifth Business
         Day prior to the Closing Date or such other date as the parties may
         mutually agree.

         "Valuation Date Statement" shall mean a statement, substantially in the
         form of EXHIBIT B attached hereto and incorporated herein, which
         contains a good faith computation of the Purchase Price (based, in the
         case of the Accounts, on a computer printout relating to the Accounts,
         and including estimated Accrued Interest), excluding the Post Closing
         Payments described in SECTION 3.7, as of the Valuation Date.

1.2      CONSTRUCTION. Unless the context otherwise clearly indicates, words
         used in the singular include the plural and words used in the plural
         include the singular. The Schedules and Exhibits referred to herein
         shall be construed with and as an integral part of this Agreement to
         the same extent as if they were set forth verbatim herein.

                ARTICLE 2 - PURCHASE AND SALE OF ACQUIRED ASSETS
                ------------------------------------------------

2.1      ACQUIRED ASSETS. (a) On the Closing Date, Purchaser agrees to purchase
         from Seller, and Seller agrees to sell, convey, assign and transfer to
         Purchaser, all of Seller's right, title and interest in, to and under
         the following assets and the following rights and privileges granted by
         Seller, as the same exist on the Closing Date:

                  (i)      the Accounts;

                  (ii)     the Credit Card Receivables;

                  (iii)    the Credit Cards with respect to the Accounts;

                  (iv)     the plastic stock, statement stock and related
                           materials relating to the Accounts; and

                  (v)      the MasterCard bank identified number 549062.

         (b)      The items described in SECTION 2.1(a), are hereinafter
                  sometimes referred to as the "Acquired Assets".

                                       7
<PAGE>

2.2      ASSUMED LIABILITIES. On and after the Closing Date, Purchaser shall
         assume and perform and discharge the following obligations of Seller
         with respect to the Acquired Assets (collectively, the "Assumed
         Liabilities"): (i) the obligation to pay fees and assessments to
         MasterCard on the Accounts accruing on and after the Closing Date; (ii)
         all of Seller's obligations under the Operating Regulations with
         respect to the Accounts, including any obligations relating to the bank
         identified number; (iii) all of Seller's obligations under the
         Cardholder Agreements, except the obligation to pay Credit Balances,
         and (iv) all of the obligations assumed by Purchaser under SECTION 2.10
         of this Agreement. Except as expressly set forth in this Agreement,
         Purchaser shall not be deemed to have assumed any other liability or
         obligation of the Seller. Without limiting the generality of the
         foregoing, Purchaser does not assume, and nothing in this Agreement
         shall be deemed to evidence any intent to assume, and the term Assumed
         Liabilities does not include, any Taxes for which Seller is liable
         under SECTION 6.2(f) or SECTION 9.6.

2.3      PURCHASE PRICE. The purchase price for the Acquired Assets (the
         "Purchase Price") shall be an amount, determined as of the Cut-Off
         Time, equal to (a) 44% multiplied by an amount equal to the total
         amount of all Credit Card Receivables except for Credit Card
         Receivables with respect to Excluded Accounts minus (b) six hundred
         thousand dollars ($600,000).

2.4      HOLD BACK AMOUNT. In order to (A) provide for a source of funds to
         indemnify and defend Purchaser and its Affiliates and their respective
         stockholders, officers, directors and employees (i) pursuant to Section
         7.1 of each of this Agreement and the Prior Sale Agreement and (ii)
         pursuant to SECTION 12.2 of the Servicing Agreement and (B) to secure
         Seller's obligations to repurchase or adjust the purchase price in
         respect of Covered Accounts pursuant to SECTION 2.7 of each of this
         Agreement and the Prior Sale Agreement, Purchaser shall deposit from
         the Purchase Price hereunder with the Escrow Holder on the Closing Date
         an amount equal to the difference between the amount in Escrow on the
         day prior to the Closing Date and the Hold Back Amount. The Hold Back
         Amount shall be held by the Escrow Holder pursuant to the terms of an
         Escrow Agreement as amended and restated in the form attached hereto as
         EXHIBIT E and shall be payable to Seller as provided in SECTION 3.8.

2.5      ALLOCATION OF PURCHASE PRICE. The Purchaser and Seller agree that the
         Purchase Price shall be allocated among the Acquired Assets (and
         adjusted on the Settlement Date to reflect any post-closing adjustments
         as described in Article III hereof) as set forth on SCHEDULE 2.5
         attached hereto and in accordance with Section 1060 of the Code and the
         regulations promulgated thereunder, the fair market values as set forth
         in SCHEDULE 2.5 having been agreed to by the parties. Purchaser and
         Seller will file all tax returns and other tax related schedules and
         documents required to be filed by them in accordance with those fair
         market values and allocations, and will not adopt or otherwise assert
         tax positions inconsistent therewith. Notwithstanding the foregoing, in
         the event the Internal Revenue Service challenges any position taken by
         the parties hereto, the party against which a challenge is made may
         settle or litigate such challenge without the consent of, or liability
         to, the other parties.

                                       8
<PAGE>

2.6      USE OF NAME AND TRADEMARKS.

         (a)      LIMITED LICENSE. On and after the Closing Seller grants to
                  Purchaser a limited, nonexclusive, nontransferable except as
                  to an Affiliate, nonsublicensable license to use, for the time
                  and subject to the limitations set forth herein (i) to use the
                  name of Seller and the Credit Card Marks on periodic
                  statements for as long as statement stock exists at FDR but in
                  no event more than six (6) months; and (ii) to use the name of
                  Seller (but not the Credit Card Marks) to identify the former
                  owner of the Accounts in connection with customer service and
                  collection purposes until two (2) years from the Closing Date.
                  Purchaser and such Affiliate shall use the Credit Card Marks
                  in accordance with such license solely in the forms and
                  formats currently in use for Credit Cards, periodic statements
                  and communications, or in the forms and formats and on such
                  forms as Seller shall approve in writing prior to any such
                  use, which approval shall not be unreasonably withheld.
                  Purchaser shall not have any obligation to recall Credit Cards
                  using the name of Seller or the Credit Card Marks. Purchaser
                  agrees that it shall not use the name of Seller, or the Credit
                  Card Marks except as permitted under this SECTION 2.6.

         (b)      RIGHTS RESERVED BY SELLER. It is expressly agreed that
                  Purchaser is not purchasing or acquiring any right, title or
                  interest in the Credit Card Marks. Purchaser acknowledges that
                  Seller exclusively owns the Credit Card Marks and goodwill
                  related thereto and symbolized thereby. Purchaser shall not
                  combine the Credit Card Marks with any other mark or term, and
                  shall not use the Credit Card Marks in any manner which will
                  materially damage or diminish Seller's goodwill. Purchaser
                  shall immediately upon receipt of written notice from Seller,
                  which notice shall provide detailed and legally sufficient
                  information about inconsistent usage of the Credit Card Marks,
                  cease any act or practice that has or is likely to materially
                  damage or diminish the goodwill of Seller or its Affiliates.

2.7      SELLER'S REPURCHASE OBLIGATIONS. After the Closing Date, in the event
         any Account acquired hereunder by Purchaser is a Mississippi Account,
         an Alabama Opt-Out Account or an Account which should have been
         classified as an Excluded Account (each such Account, a "Covered
         Account"), Purchaser may, from time to time (but no more frequently
         than once each quarter), on or before the date which is one year after
         the Closing Date, (i) in the case of a Covered Account which is a
         Mississippi Account or an Alabama Opt-Out Account or as to which a
         representation and warranty has been breached, request that Seller
         repurchase such Covered Account (and all other Acquired Assets relating
         to such Covered Account) and Seller shall repurchase such Account (and
         all other Acquired Assets relating to such Covered Account) for an
         amount equal to the Repurchase Price set forth in SECTION 2.8; and (ii)

                                       9
<PAGE>

         in the case of a Covered Account which should have been classified as
         an Excluded Account on the Closing Date, reduce the Purchase Price by
         an amount equal to the Repurchase Price: PROVIDED, however, that Seller
         shall not be required to effect such repurchase or adjustment until the
         sum of such adjustments and repurchases, and any prior adjustments or
         payments of the Repurchase Price, is in excess of $25,000, at which
         time Seller shall be required to repurchase all such Covered Accounts
         or adjust the Purchase Price with respect to all such Covered Accounts.
         Notwithstanding the foregoing, Seller shall be required to repurchase
         all Mississippi Accounts and all Alabama Opt-Out Accounts without
         regard to the financial floor. Requests to repurchase Covered Accounts
         or adjust the Purchase Price may be made during the period from the
         Closing Date until the date which is one year after the Closing Date.
         On the Settlement Date, or if such request is made later than four
         Business Days before the Settlement Date, then within twenty days after
         the receipt from Purchaser of a list of Covered Accounts to be
         repurchased, Seller shall deliver to Purchaser an amount equal to the
         aggregate Repurchase Price for such Covered Accounts. If despite its
         best efforts Seller is unable to deliver such amount within twenty days
         after such request, Purchaser shall provide Seller with written notice
         of default, and, upon Seller's failure to repurchase or adjust the
         Purchase Price within five (5) days of such notice, Purchaser may
         secure the disbursement of such funds from the Escrow Holder in
         accordance with the Escrow Agreement.

2.8      REPURCHASE PRICE. The Repurchase Price for a Covered Account (the
         "Repurchase Price") shall be equal to 44% of the outstanding balance of
         such Covered Account as of the Cut-Off Time, unless Purchaser did not
         pay for such Covered Account, in which case the Repurchase Price shall
         be equal to 0% of the outstanding balance of such Covered Account as of
         the Cut-Off Time, less any payment received with respect thereto by
         Purchaser between the Closing Date and the date of repurchase, plus
         purchases and cash advances made with respect thereto by Purchaser
         between the Closing Date and the date of repurchase. If the Repurchase
         Price is a negative amount, Purchaser shall pay Seller such amount.
         Upon payment of the Repurchase Price as set forth herein with respect
         to an account which has been repurchased, Purchaser shall deliver to
         Seller all files and Books and Records relating to such repurchased
         Covered Account and shall execute and deliver such instruments of
         transfer or assignment, in each case without recourse, as shall be
         necessary to revest in Seller title to such repurchased Covered Account
         on the same basis owned by Seller immediately prior to the Closing
         Date.

2.9      EXCLUSIVE REMEDY. Repurchase of an account or adjustment of the
         Purchase Price as set forth in SECTIONS 2.7 and 2.8 shall be the sole
         and exclusive remedy for any breach of an Account Representation and
         Warranty, except to the extent the indemnification provisions of
         ARTICLE 7 are available in the event of any Loss. Except as provided in
         the preceding sentence, the indemnification provisions of Article 7
         shall be the sole and exclusive remedy for any Loss.

                                       10
<PAGE>

2.10     CONTINUED PROCESSING. Prior to the Closing Date, Seller shall ensure
         the continued processing of the Accounts by FDR and EDS subject to the
         agreements currently in place between Seller and such parties and shall
         not amend such agreements without the prior written consent of
         Purchaser.

         (a)      FDR. Effective on the Closing Date, Seller shall assign and
                  Purchaser shall assume all rights and obligations of Seller
                  under the FDR Agreement; provided that Seller shall pay all
                  processing fees charged by FDR with respect to (i) the
                  processing of the ADC Portfolio prior to the Closing Date and
                  (ii) the processing of credit card accounts which are not
                  within the definition of Accounts.

         (b)      EDS. Purchaser shall pay all processing fees, excluding
                  minimum processing penalties and termination penalties,
                  charged by EDS directly related to the processing of the ADC
                  Portfolio. Seller shall maintain the existing agreement with
                  EDS in full force and effect up to and including April 30,
                  2001. Seller shall obtain from EDS any required consent or
                  nonobjection of EDS to Purchaser's full participation rights
                  and access, including without limitation any consent or
                  nonobjection required to permit Purchaser to convert payment
                  processing to Purchaser at any time without the imposition of
                  a penalty on Purchaser, and assistance from EDS for such
                  conversion, and right to audit EDS.

                            ARTICLE 3 - THE CLOSING
                            -----------------------

3.1      THE CLOSING. Subject to the satisfaction or waiver of all conditions
         set forth in ARTICLE 4, the closing of the transactions contemplated
         herein (the "Closing") shall be by facsimile transmission (FAX) at 11
         a.m. Pacific Time on December 29, 2000, or at such other time, place
         and manner as may be mutually agreed by the parties hereto (such time
         and date being referred to herein as the "Closing Time" and the
         "Closing Date," respectively).

3.2      DOCUMENTS AND CERTIFICATES. At the Closing, Seller shall deliver to
         Purchaser, and Purchaser shall deliver to Seller, (i) an agreement (the
         "Assignment and Assumption Agreement") which conveys to Purchaser all
         of Seller's rights, title and interest in and to the Acquired Assets to
         be transferred thereby and under which Purchaser shall assume the
         Assumed Liabilities; (ii) an amendment to the Prior Sale Agreement
         which effects modifications to the amount and treatment of the Hold
         Back Amount described therein (the "Prior Sale Amendment"); (iii) an
         amendment to the Escrow Agreement which instructs the Escrow Holder
         with respect to the foregoing matters (the "Escrow Amendment"); and an
         instrument terminating the rights and obligations of the parties to the
         Servicing Agreement (the "Servicing Termination"). The Assignment and
         Assumption Agreement, Prior Sale Amendment, Escrow Amendment and
         Servicing Termination shall be in the forms of Exhibit C, D, E and F
         attached hereto and shall be dated the Closing Date, appropriately
         completed and duly executed. Seller, Purchaser and FDR shall execute
         all required documentation relating to the assignment and assumption by
         Purchaser of the FDR Agreement. Seller shall execute and deliver all
         such additional instruments, documents or certificates as may be
         reasonably requested by Purchaser for the consummation at the Closing
         of the transactions contemplated by this Agreement.

                                       11
<PAGE>

3.3      VALUATION DATE STATEMENT. Servicer shall use its reasonable best
         efforts to deliver to Purchaser the Valuation Date Statement, along
         with the appropriate reports and other supporting calculations, as soon
         as possible after the Valuation Date. Seller shall have the right to
         review the Valuation Date Statement, together with any supporting
         documents reasonably requested by Purchaser to verify the accuracy and
         completeness of the valuations set forth therein and the Valuation Date
         Statement shall be revised by Servicer to reflect any corrections
         agreed to by Servicer and Seller.

3.4      PAYMENTS ON THE CLOSING DATE. On the Closing Date, Purchaser shall pay
         Seller an amount equal to (i) the Purchase Price (excluding the Post
         Closing Payments described in SECTION 3.7) based on the Valuation Date
         Statement less (ii) the amount equal to the difference between the
         amount in Escrow on the day prior to the Closing Date and the Hold Back
         Amount. Payment to Seller on the Closing Date shall be made by a
         Fedwire transfer no later than 11 a.m. Pacific Time in immediately
         available U.S. dollars to an account designated in writing by Seller.

3.5      SETTLEMENT DATE STATEMENT. Purchaser shall use its reasonable best
         efforts to deliver to Seller the Settlement Date Statement as soon as
         possible but at least five (5) Business Days prior to the Settlement
         Date. Seller shall have the right to review the Settlement Date
         Statement, together with any supporting documents reasonably requested
         by Seller to verify the accuracy and completeness of the valuations set
         forth therein and the Settlement Date Statement shall be revised by
         Purchaser to reflect any corrections agreed to by Purchaser and Seller.

3.6      PAYMENTS ON THE SETTLEMENT DATE. If the Purchase Price for the Acquired
         Assets as reflected on the Settlement Date Statement is greater than
         the Purchase Price paid by Purchaser on the Closing Date, then
         Purchaser shall remit the difference to Seller, together with interest
         on such amount at the Federal Funds Rate divided by three hundred sixty
         (360) for each day during the period from the Closing Date to the
         Settlement Date. If the Purchase Price for the Acquired Assets as
         reflected on the Settlement Date Statement is less than the Purchase
         Price paid by Purchaser on the Closing Date, then Seller shall remit
         the difference to Purchaser together with interest on such amount at
         the Federal Funds Rate divided by three hundred sixty (360) for each
         day during the period from the Closing Date to the Settlement Date.
         Payments shall be remitted no later than 11 a.m. Pacific Time by a
         Fedwire transfer in immediately available U.S. dollars to an account
         designated by the party to which payment is due.

                                       12
<PAGE>

3.7      POST CLOSING PAYMENTS. (a) If (i) Seller is debited by MasterCard after
         the Cut-Off Time for a chargeback in respect of which Seller provided a
         Cardholder a credit on an Account prior to the Cut-Off Time, or (ii) a
         check from a Cardholder in payment of amounts owed on an Account, which
         was credited to such Account prior to the Cut-Off Time, is returned
         unpaid by the drawee after the Cut-Off Time, or (iii) Purchaser
         provides a credit on an Account with respect to Unauthorized Use of an
         Account prior to the Cut-Off Time, (iv) Purchaser provides a credit on
         an Account in connection with a transaction posted before the Cut-Off
         Time as a result of rights asserted by the Cardholder under 12 CFR
         ss.226.12(c) or 12 CFR ss.226.13(d), then an adjustment to the Purchase
         Price shall be made in favor of Seller (in the case of clause (i) or
         (ii)), Purchaser (in the case of clause (iii) or (iv)) in the amount of
         44% of such chargeback, check or credit or adjustment (as the case may
         be). The party with knowledge of the facts relating to such Accounts or
         amounts shall provide to the other party written notice and supporting
         documentation (to the extent available to such party) as promptly as
         practicable after discovery such facts. On the Settlement Date, or if
         such notice and supporting documentation is received by such party
         after the fourth Business Day before the Settlement Date, within five
         (5) Business Days after receipt of said notice, Seller or Purchaser, as
         the case may be, shall reimburse the other party, in immediately
         available funds, for the amount of said adjustment, together with
         interest on the reimbursed amount computed from and including the
         Closing Date through and excluding the date of reimbursements at an
         interest rate equal to the Federal Funds Rate divided by 360 for each
         day during such period. Notwithstanding the foregoing, the parties
         agree that this SECTION 3.7 shall be implemented fairly and equitably
         so as to avoid the double payment or failure to pay any amount which
         would result in the unjust enrichment of any party pursuant to the
         terms hereof.

3.8      PAYMENT OF HOLD BACK AMOUNT.

         (a)      The Escrow Agreement shall provide that upon the expiration of
                  two (2) years from the Closing Date, the remaining balance of
                  the Hold Back Amount held by the Escrow Holder shall be
                  remitted by the Escrow Holder to Seller; provided, however,
                  that there shall be retained in escrow an amount equal to the
                  Total Estimated Liquidated Amount of Damages under this
                  Agreement and the Prior Sale Agreement.

         (b)      An Estimated Liquidated Amount shall be proposed with respect
                  to a claim of indemnification by Purchaser in writing promptly
                  after the giving of notice of such claim pursuant to SECTION
                  7.4(a) of this Agreement or SECTION 12.3(A) of the Servicing
                  Agreement, and in no event later than the second anniversary
                  of the Closing Date. An Estimated Liquidated Amount shall be
                  proposed only with respect to, and be applicable only to,
                  claims actually asserted by third parties. Within five
                  Business Days of such proposal, Seller shall either accept
                  each such Estimated Liquidated Amount or reject such Estimated
                  Liquidated Amount and propose an alternative Estimated
                  Liquidated Amount. If Seller rejects the Purchaser's proposed

                                       13
<PAGE>

                  Estimated Liquidated Amount, or Purchaser rejects the Seller's
                  alternative Estimated Liquidated Amount, Seller and Purchaser
                  shall negotiate in good faith in an attempt to agree upon the
                  applicable Estimated Liquidated Amount, and if such parties
                  shall fail to agree for a period of ten Business Days, the
                  amount of the Estimated Liquidated Amount shall be subject to
                  dispute resolution in accordance with SECTION 9.14, and the
                  amount of such Estimated Liquidated Amount as determined in
                  accordance therewith shall be final. In no event shall the
                  Hold Back Amount or its payment in accordance with SECTION 3.8
                  be deemed to limit the time in which Purchaser may bring a
                  claim, or the amount of claims that Purchaser may bring, under
                  this Agreement. Purchaser and Seller shall account to one
                  another with respect to actual costs and liabilities incurred
                  with respect to a claim for indemnification as to which an
                  Estimated Liquidated Amount has been fixed. In the event
                  actual costs expended with respect to such a claim for
                  indemnification are less than such Estimated Liquidated
                  Amount, then at the time such indemnification claim is finally
                  resolved, and provided that the second anniversary of the
                  Closing Date shall have occurred, Purchaser shall cause the
                  Escrow Holder to remit to Seller, as a reduction of the Total
                  Estimated Liquidated Amount of Damages any excess of the
                  Estimated Liquidated Amount over actual costs expended with
                  respect to such claim.

3.9      POWER OF ATTORNEY. Effective upon the Closing Date and thereafter,
         Seller hereby irrevocably names, constitutes, and appoints Purchaser,
         acting through itself or its officers, agents, employees and
         representatives, its duly authorized special, limited attorney-in-fact
         and agent with full power and authority to endorse in Seller's name,
         any checks relating to the Accounts.

3.10     DISPUTE RESOLUTION. Seller and Purchaser agree to attempt in good faith
         to resolve any disputes arising in connection with the payments made or
         demanded by the parties under this Article 3. In the event Purchaser
         and Seller are unable to resolve any such dispute (other than the
         determination of the Estimated Liquidated Amount as provided in SECTION
         3.8), either party may request a mutually agreed upon nationally
         recognized firm of independent accountants (the "Accountants") to
         reconcile any financial items in dispute. In the event Purchaser and
         Seller are unable to mutually agree as to the identity of the
         Accountants, then the dispute resolution procedures specified in
         SECTION 9.14 shall be followed in order to identify the mutually agreed
         upon Accountants. Any such request shall be in writing, shall specify
         with particularity the disputed amounts being submitted for
         determination and a direction to the Accountants to proceed with such
         review as soon as practicable. The requesting party shall furnish the
         other party hereto with a copy of such request at the same time it is
         submitted to the Accountants. Purchaser and Seller shall cooperate
         fully in assisting the Accountants in their review, including, without
         limitation, by providing the Accountants full access to all files,
         books and records relevant thereto and providing such other information

                                       14
<PAGE>

         as the Accountants may reasonably request in connection with any such
         review. One-half (1/2) of the fees and disbursements of such
         Accountants arising out of such review shall be borne by each of
         Purchaser and Seller. In the event the determination made by the
         Accountants requires either party to make payment to the other of any
         additional amount, such party shall make such payment no later than
         five (5) Business Days following receipt from the Accountants of
         written notice to both parties of such determination plus interest on
         any amount due at a rate equal to the Federal Funds Rate divided by 360
         for each day during the period from the date on which a payment was
         required pursuant to the terms of this Agreement through the date of
         payment.

                       ARTICLE 4 - CONDITIONS OF CLOSING
                       ---------------------------------

4.1      CONDITIONS APPLICABLE TO PURCHASER. The obligation of Purchaser under
         this Agreement to consummate the transactions contemplated by this
         Agreement is subject to the satisfaction or waiver by Purchaser of the
         following conditions as of the Closing Date:

         (a)      RELATED AGREEMENTS. Seller shall have executed and delivered
                  to Purchaser each of the Related Agreements.

         (b)      FINANCING STATEMENTS. At or before the Closing Date, Seller
                  shall have executed and delivered to Purchaser, financing
                  statements, prepared by Purchaser, in the appropriate form for
                  filing under the Uniform Commercial Code of the States of
                  California and Nevada to give notice of Purchaser's interest
                  in the Credit Card Receivables.

         (c)      BOARD RESOLUTIONS. Purchaser shall have received from Seller
                  certified resolutions of Seller's Board of Directors
                  authorizing the execution and delivery of this Agreement and
                  the Related Agreements and the consummation of the
                  transactions contemplated hereby and thereby.

         (d)      PERFORMANCE OF THIS AGREEMENT. All the terms, covenants and
                  conditions of this Agreement to be complied with and performed
                  by Seller at or prior to the Closing Date shall have complied
                  with and performed in all material respects.

         (e)      ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Seller (other than the
                  Account Representations and Warranties) shall be true and
                  correct in all material respects on the Closing Date as though
                  made on the Closing Date, except for changes therein
                  specifically permitted by this Agreement or resulting from any
                  transactions expressly consented to in writing by Purchaser.

         (f)      NO MATERIAL ADVERSE CHANGE. Since October 31, 2000, there
                  shall have been no material adverse change in the condition,
                  financial or otherwise, of the Acquired Assets other than
                  fluctuations in the value of the Credit Card Receivables.

                                       15
<PAGE>

         (g)      LITIGATION. No action, suit, litigation or proceeding related
                  to any of the transactions contemplated hereby shall have been
                  threatened or instituted by a governmental body which in the
                  opinion of Purchaser (after consultation with its counsel) is
                  reasonably likely to restrict or prohibit any of the
                  transactions contemplated hereby or to have a material adverse
                  effect on the Acquired Assets.

         (h)      CONSENTS. All consents of any person, and all consents,
                  licenses, permits or approvals or authorizations or exemptions
                  by notice or report to, or registrations, filings or
                  declarations with, any governmental authority, in connection
                  with the execution or delivery by Seller, and the validity or
                  enforceability against Seller, of this Agreement and the
                  Related Agreements and the consummation of the transactions
                  contemplated hereby and thereby, or the performance by
                  Purchaser or Seller of their obligations hereunder or
                  thereunder, have been obtained at or prior to the Closing
                  Date.

         (i)      ACQUISITION LAWFUL. The acquisition of the Acquired Assets
                  shall not violate any applicable statute, rule or regulation
                  in effect on the Closing Date.

         (j)      NO INJUNCTION. There must not be in effect any injunction that
                  restricts or prohibits the consummation of any of the
                  transactions contemplated hereby, has been issued, or has
                  otherwise become effective, since the date of this Agreement.

4.2      CONDITIONS APPLICABLE TO SELLER. The obligation of Seller under this
         Agreement to consummate the transactions contemplated by this Agreement
         is subject to the satisfaction or waiver by Seller of the following
         conditions as of the Closing Date:

         (a)      RELATED AGREEMENTS. Purchaser shall have executed and
                  delivered to Seller each of the Related Agreements.

         (b)      BOARD RESOLUTIONS. Seller shall have received from Purchaser
                  certified resolutions of Purchaser's Board of Directors
                  authorizing the execution and delivery of this Agreement and
                  the Related Agreements and the consummation of the
                  transactions contemplated hereby and thereby.

         (c)      PERFORMANCE OF THIS AGREEMENT. All the terms, covenants and
                  condition of this Agreement to be complied with and performed
                  by Purchaser at or prior to the Closing Date shall have been
                  fully complied with and performed in all material respects.

         (d)      ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Purchaser as set forth in
                  SECTION 5.2 hereof shall be true and correct on the Closing
                  Date shall have been fully complied with and performed in all
                  material respects.

                                       16
<PAGE>

         (e)      LITIGATION. No action, suit, litigation or proceeding related
                  to any of the transactions contemplated hereby shall have been
                  threatened or instituted by a governmental body which in the
                  opinion of Seller (after consultation with its counsel) is
                  reasonably likely to restrict or prohibit the consummation of
                  any of the transactions contemplated hereby.

         (f)      CONSENTS. All consents of any person and all consents,
                  licenses, permits or approvals or authorizations or exemptions
                  by notice or report to, or registrations, filings or
                  declarations with, any governmental authority, including
                  without limitation the Office of Thrift Supervision, in
                  connection with the execution or delivery by Purchaser, and
                  the validity or enforceability against Purchaser, of this
                  Agreement and the Related Agreements, and the consummation of
                  the transactions contemplated hereby and thereby, or the
                  performance by Purchaser or Seller of their obligations
                  hereunder or thereunder, have been obtained at or prior to the
                  Closing Date, without the imposition of any conditions by the
                  Office of Thrift Supervision which, in the reasonable judgment
                  of Seller, are materially burdensome.

         (g)      ACQUISITION LAWFUL. The sale of the Acquired Assets shall not
                  violate any applicable statute, rule or regulation in effect
                  on the Closing Date.

         (h)      NO INJUNCTIONS. There must not be in effect any injunction
                  that restricts or prohibits the consummation of any of the
                  transactions contemplated hereby, has been issued, or has
                  otherwise become effective, since the date of this Agreement.

         (i)      FDR AGREEMENT. Purchaser shall have assumed and FDR shall have
                  agreed to the assumption of all Seller's obligations under the
                  FDR Agreement.

                   ARTICLE 5 - REPRESENTATIONS AND WARRANTIES
                   ------------------------------------------

5.1      REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and
         warrants to Purchaser (but subject to the last, undesignated, paragraph
         of this Section 5.1) as follows:

         (a)      ORGANIZATION. Seller is a federally chartered savings bank
                  validly existing and in good standing under the laws of the
                  United States of America.

         (b)      CAPACITY; AUTHORITY; VALIDITY. Subject to any required
                  approval of the Office of Thrift Supervision, Seller has all
                  necessary power and authority to enter into this Agreement and
                  the Related Agreements to which it is a party and to perform
                  all of the obligations to be performed by it under this
                  Agreement and the Related Agreements. Subject to any required
                  approval of the Office of Thrift Supervision, this Agreement
                  and the Related Agreements and the consummation by Seller of
                  the transactions contemplated hereby and thereby have been
                  duly and validly authorized by all necessary corporate action
                  of Seller and this Agreement has been duly executed and

                                       17
<PAGE>

                  delivered by Seller and when executed by Seller, this
                  Agreement and the Related Agreements will constitute the valid
                  and binding obligations of Seller, enforceable against Seller
                  in accordance with their respective terms (except as such
                  enforcement may be limited by bankruptcy, insolvency,
                  reorganization, moratorium, receivership, conservatorship, the
                  rights and obligations of receivers and conservators of
                  insured depository institutions under 12 U.S.C.ss.1821(d) and
                  (e) and other laws relating to or affecting creditors' rights
                  generally and by general equity principles).

         (c)      CONFLICTS; DEFAULTS. Neither the execution and delivery of
                  this Agreement and the Related Agreements by the Seller, nor
                  the consummation of the transactions contemplated hereby and
                  thereby will (i) conflict with, result in the breach of, any
                  order, law, regulation, contract, instrument or commitment to
                  which Seller is a party or by which it is bound, (ii) violate
                  the articles of incorporation or bylaws, or any other
                  equivalent organizational document, of Seller, (iii) require
                  any consent, approval, authorization or filing under any law,
                  regulation, judgment, order, writ, decree, permit, license or
                  agreement to which Seller is a party, or (iv) subject to
                  consent of FDR and EDS pursuant to SECTION 2.11 of this
                  Agreement, require the consent or approval of any other party
                  to any contract, instrument or commitment which Seller is a
                  party, in each case other than (x) approvals of regulatory
                  authorities, if any, which have been obtained or will be
                  obtained prior to or on the Closing Date and (y) any of the
                  foregoing which would not have a material adverse effect on
                  the Acquired Assets. Seller is not subject to any agreement
                  with any regulatory authority which would prevent the
                  consummation by Seller of the transactions contemplated by
                  this Agreement and the Related Agreements.

         (d)      TITLE TO ACQUIRED ASSETS. Seller has good and marketable title
                  to the Acquired Assets, free and clear of any lien, pledge,
                  claim, security interest, encumbrance, charge or restriction
                  of any kind, except for (i) the rights of Cardholders; and
                  (ii) restrictions imposed by the Operating Regulations,
                  including without limitation restrictions imposed on the bank
                  identifying numbers.

         (e)      LITIGATION. Except as set forth on SCHEDULE 5.1(e), there is
                  no claim, or any litigation, proceeding, arbitration,
                  investigation or controversy pending, against or affecting the
                  Seller, which will have a material adverse effect on the
                  Seller's interest in the Acquired Assets or the ability of the
                  Seller to consummate the transactions contemplated hereby and
                  by the Related Agreements and, to the best of Seller's
                  knowledge, no such claim, litigation, proceeding, arbitration,
                  investigation or controversy has been threatened or is
                  contemplated.

                                       18
<PAGE>

         (f)      COMPLIANCE WITH LAWS. (i) The Accounts, Cardholder Agreements
                  and all related documents comply in all material respects with
                  all applicable laws, rules and regulations and Seller has
                  complied in all material respects with all applicable federal
                  and state laws and regulations and the Operating Regulations
                  with respect to the origination, maintenance and servicing of
                  the Accounts, including any change in the terms of any
                  Account; (ii) the interest rates, fees and charges in
                  connection with the Accounts comply with all applicable
                  federal and state laws and regulations and with the Operating
                  Regulations; (iii) other than in the Cardholder Agreements and
                  as reflected in the Books and Records, Seller has made no
                  promise, agreement or commitment to any Cardholder in
                  connection with an Account, except in the ordinary course of
                  business in connection with collection and customer service;
                  (iv) each Cardholder Agreement is the legal, valid and binding
                  obligation of the Cardholder and is enforceable in accordance
                  with its terms, except as such enforcement may be limited by
                  bankruptcy, insolvency, reorganization, moratorium and other
                  laws relating to or affecting creditors' rights generally and
                  by general equity principles, and is not subject to offset,
                  recoupment, adjustment or any other claim except for the
                  rights of Cardholders under 12 CFRss.226.12(c), 12 CFR
                  ss.226.13(d) and the Soldiers and Sailors Civil Relief Act;
                  and (v) except for billing inquiries reflected in the Books
                  and Records, each of the Credit Card Receivables arises from a
                  bona fide sale or loan transaction or from a fee assessed in
                  connection therewith.

         (g)      CARDHOLDER AGREEMENTS. Attached as SCHEDULE 5.1(g) is a true,
                  accurate and complete copy of each form of Cardholder
                  Agreement governing an Account.

         (h)      ABSENCE OF CERTAIN ACCOUNTS. None of the Accounts transferred
                  as part of the Acquired Assets are: (i) any merchant accounts
                  and their associated processing; (ii) any debit accounts and
                  their associated processing; (iii) any accounts and associated
                  receivables that are classified, or that should have been
                  classified, as of the Cut-Off Time, as a commercial loan or
                  which are generated by any commercial entity; and (iv) any
                  test accounts opened or maintained by Seller with respect to
                  the MasterCard system for verification or other internal
                  purposes.

         (i)      ABSENCE OF DEFAULTS. There is no default, breach, violation,
                  or event of acceleration existing under any Account and no
                  event which, with the passage of time or with notice and the
                  expiration of any grace or cure period, would constitute a
                  default, breach, violation or event of acceleration except for
                  payment defaults that are less than one hundred eighty days
                  past due. Seller has not waived any default, breach, violation
                  or event of acceleration with respect to an Account, except as
                  reflected in the Books and Records or otherwise in accordance
                  with the Policies and Procedures.

                                       19
<PAGE>

         (j)      PROCESSING. Each Account has been processed by Seller in
                  conformance in all material respects with all of the
                  requirements of the Policies and Procedures.

         (k)      PERFORMANCE OF OBLIGATIONS. Seller has performed all
                  obligations required to be performed by it to date under the
                  Cardholder Agreements, and Seller is not in default under, and
                  no event has occurred which, with the lapse of time or action
                  by a third party, could result in a default of Seller under,
                  any such agreements. Each Cardholder Agreement is the legal,
                  valid and binding obligations of Seller, enforceable by the
                  respective parties thereto in accordance with its terms,
                  except as such enforcement may be limited by bankruptcy,
                  insolvency, reorganization, moratorium, receivership,
                  conservatorship, the rights and obligations of conservators or
                  receivers on insured depository institutions under 12 U.S.C.
                  ss.1821(d) and (e) and other laws relating to or affecting
                  creditors' rights generally and by general equity principles.

         (l)      OPERATION OF BUSINESS. Seller has not (i) effected any change
                  in the Current Policies and Procedures that would have a
                  material adverse effect on the Acquired Assets; (ii) entered
                  into any transaction or made any commitment or agreement in
                  connection with the Accounts, other than in the ordinary
                  course of Seller's business consistent with past practice;
                  (iii) amended the terms of any Cardholder Agreement, except on
                  an individual basis in accordance with the Current Policies
                  and Procedures; or (iv) engaged in any settlement or reage of
                  delinquent Accounts under terms inconsistent with the Policies
                  or Procedures.

         (m)      FINDERS OR BROKERS. Seller acknowledges that it has not agreed
                  to pay any fee or any agent, broker, finder, or other person
                  retained by it, for or on account of services rendered as a
                  broker or finder in connection with this Agreement or the
                  transactions contemplated hereby.

         (n)      EFFECT OF LAW ON CLOSING. There is no federal or state
                  statute, rule or regulation, or order or rule of any federal
                  or state regulatory agency which would prevent the Seller from
                  selling the Acquired Assets to Purchaser as contemplated by
                  this Agreement.

         (o)      BOOKS AND RECORDS. The Books and Records relating to an
                  Account accurately reflect in all material respects the terms
                  and conditions of such Account.

         (p)      ENHANCEMENT PROGRAMS. SCHEDULE 5.1(p) sets forth a list of
                  benefits or enhancement programs currently in effect with
                  respect to the Accounts.

         (q)      ACCURACY OF STATEMENTS. No written statement, report, or other
                  document, furnished pursuant to this Agreement or during
                  Purchaser's due diligence with respect to this Agreement,
                  including documents and information in the form of microfilm,
                  microfiche, magnetic tape, computer disc, or in any other

                                       20
<PAGE>

                  form, contains any untrue statement of a material fact by
                  Seller or omits to state a material fact necessary to make the
                  statements of Seller contained therein not misleading, the
                  effect of which untrue statement or omission would be to
                  materially and adversely affect the Acquired Assets taken as a
                  whole.

         (r)      CONSENTS. Except for (i) any required approval of the Office
                  of Thrift Supervision under Section 563.22 of the OTS
                  Regulations, and (ii) any required FDR and EDS consent
                  pursuant to SECTION 2.10 of this Agreement, no consent,
                  approval or authorization of any federal, state or local
                  government authority or agency or any other third party is
                  required for the execution, delivery and performance by the
                  Seller of this Agreement and the consummation by them of the
                  transactions contemplated hereby.

         (s)      ACCURACY OF BAD DEBT EXPERIENCE. The month end delinquency and
                  charge-off reports covering the period from June 30, 1999 to
                  May 31, 2000 and in the form set forth on SCHEDULE 5.1(s),
                  have been prepared in accordance with the Policies and
                  Procedures, and Seller has no reason to believe that such
                  reports are inaccurate in any material respect.

         Nothing in this SECTION 5.1 is intended to constitute a representation
         and warranty of Seller as to any matter arising from an action or
         omission of Purchaser in its capacity as Servicer on and after the
         Prior Closing Date.

5.2      REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
         represents and warrants to Seller as follows:

         (a)      ORGANIZATION. Purchaser is a national banking association,
                  validly existing and in good standing under the laws of the
                  United States.

         (b)      CAPACITY; AUTHORITY; VALIDITY. Purchaser has all necessary
                  corporate power and authority to enter into this Agreement and
                  the Related Agreements and to perform all of the obligations
                  to be performed by it under this Agreement and the Related
                  Agreements. This Agreement and the Related Agreements and the
                  consummation by Purchaser of the transactions contemplated
                  hereby and thereby have been duly and validly authorized by
                  all necessary corporate action of Purchaser, and this
                  Agreement and the Related Agreements have been duly executed
                  and delivered by Purchaser, and constitute the valid and
                  binding obligations of Purchaser, and this Agreement and the
                  Related Agreements have been duly executed and delivered by
                  Purchaser, and constitute the valid and binding obligations of
                  Purchaser, enforceable against Purchaser in accordance with
                  their respective terms (except as such enforcement may be
                  limited to bankruptcy, insolvency, reorganization, moratorium,
                  receivership, conservatorship, the rights and obligations of
                  receivers and conservators of insured depository institutions
                  under 12 U.S.C. ss.1821(d) and (e) and other laws relating to
                  or affecting creditors' right generally and by general equity
                  principles.

                                       21
<PAGE>

         (c)      CONFLICTS; DEFAULTS. Neither the execution and delivery of
                  this Agreement and the Related Agreements by Purchaser nor the
                  consummation of the transactions contemplated hereby or
                  thereby by Purchaser will (i) conflict with, result in the
                  breach of, constitute a default under, or accelerate the
                  performance required by, the terms of any order, law,
                  regulation, contract, instrument or commitment to which
                  Purchaser is a party or by which Purchaser is bound, (ii)
                  violate the organizational documents of Purchaser, (iii)
                  require any consent, approval, authorization or filing under
                  any law, regulation, judgment, order, writ, decree, permit or
                  license to which Purchaser is a party or by which Purchaser is
                  bound, other than the approvals of regulatory authorities, if
                  any, which have been obtained or will be obtained prior to or
                  on the Closing Date. Purchaser is not subject to any agreement
                  or understanding with any regulatory authority which would
                  prevent the consummation by Purchaser of the transactions
                  contemplated by this Agreement and the Related Agreements.

         (d)      FINDERS OR BROKERS. Purchaser has not agreed to pay any fee or
                  commission to any agent, broker, finder, or other person for
                  or on account of services rendered as a broker, or finder in
                  connection with this Agreement or the transactions
                  contemplated hereby which would give rise to any valid claim
                  against Seller for any brokerage commission or finder's fee or
                  like payment.

         (e)      EFFECT OF LAW ON CLOSING. There is no federal or state
                  statute, rule or regulation, or order or rule of any federal
                  or state regulatory agency, which would prevent Purchaser from
                  purchasing the Acquired Assets and assuming the Assumed
                  Liabilities as contemplated by this Agreement.

         (f)      SOURCE OF FUNDING. Purchaser has the necessary sources of
                  funding to consummate the transactions contemplated in this
                  Agreement in accordance with the terms hereof.

         (g)      MASTERCARD MEMBER. Purchaser is qualified to participate in,
                  and is a member in good standing of, the MasterCard credit
                  card program.

         (h)      INVESTIGATION. Purchaser has made such independent
                  investigation as Purchaser deems necessary as to the nature
                  and value of the Acquired Assets, including each Account, and
                  as to all other facts that Purchaser deems material to
                  Purchaser's purchase. Purchaser is entering into this
                  Agreement on the basis of that investigation and Purchaser's
                  own judgment and experience. Purchaser has made an independent
                  determination that the Purchase Price represents the fair and
                  reasonable value of the Acquired Assets, including the
                  Accounts. Purchaser has relied upon representations regarding
                  the nature and value of the Acquired Assets only as made to
                  Purchaser by Seller in this Agreement. The foregoing shall not
                  in any way limit the representations and warranties and
                  indemnification provisions otherwise provided in this
                  Agreement.

                                       22
<PAGE>

                         ARTICLE 6 - CERTAIN COVENANTS
                         -----------------------------

6.1      MUTUAL COVENANTS AND AGREEMENTS. Each party hereto covenants and agrees
         that:

COOPERATION. It shall cooperate with the other parties hereto in furnishing any
information or performing any action reasonably requested by that party, both
before and after the Closing, which information or action is necessary for the
prompt consummation of the transactions contemplated by, and the exercise of
rights and performance of obligations under, this Agreement. Without limiting
the generality of the foregoing, Purchaser shall provide to Seller (and shall
cause its employees and third parties engaged to provide services to the
Purchaser to provide) (i) such information as is requested by regulators or
examiners having jurisdiction over Seller relating to the Accounts, the
Cardholders or the transactions described herein and (ii) reasonable access to
and the ability to copy such Books and Records as is determined to be necessary
by Seller in connection with the Alabama Class Action and the settlement
thereof. The Purchaser agrees to maintain the Books and Records for the Accounts
for at least two years after the Closing Date and permit the Office of Thrift
Supervision access to the Books and Records upon reasonable notice.

         (a)

         (b)      OTHER REQUIRED INFORMATION. It shall furnish to the other
                  parties hereto all information as is required to be set forth
                  in any application or statement to be filed with any local,
                  state or federal governmental agency or authority in
                  connection with the regulatory approval or review of the
                  transactions contemplated by this Agreement.

         (c)      CONFIDENTIALITY. All information furnished by a party (the
                  "Protected Party") to any other party in connection with this
                  Agreement and the transactions contemplated hereby (including
                  the books and records delivered by Seller relating to Credit
                  Card Accounts not being sold to Purchaser under this Agreement
                  pursuant to SECTION 6.2(g) of this Agreement) shall be
                  received in confidence and kept confidential by such other
                  party, and shall be used by it only in connection with this
                  Agreement and the transactions contemplated hereby, except to
                  the extent that such information: (i) is already lawfully
                  known to such other party when received; (ii) thereafter
                  becomes lawfully obtainable from other sources; (iii) is
                  required to be disclosed to MasterCard; (iv) is disclosed to

                                       23
<PAGE>

                  its Affiliates, provided that such parties agree to be bound
                  by the provisions of this SECTION 6.1(c); (v) is disclosed to
                  its auditors or counsel or is required to be disclosed to its
                  lenders or rating agencies; or (vi) is required by law,
                  regulation or court order or request of examining authorities
                  to be disclosed by such other party, provided that prior
                  notice of such disclosure (other than to its Affiliates,
                  auditors, counsel, lenders or examining authorities) has been
                  given to the Protected Party, when legally permissible, and
                  that such party which is required to make the disclosure uses
                  its reasonable best efforts to provide sufficient notice to
                  permit the Protected Party to take legal action to prevent the
                  disclosure. Following the Closing Date, Purchaser shall have
                  no obligation of confidentiality to Seller with respect to
                  information which is contained in or derived from the Books
                  and Records or is otherwise information Purchaser determines
                  is reasonably required to be disclosed in connection with the
                  securitization and sale of interests in the Accounts. In the
                  event that the transactions contemplated by this Agreement
                  shall fail to be consummated, such other party shall promptly
                  cause all originals and copies of documents or extracts
                  thereof containing such information and data as to such
                  Protected Party to be returned to the Protected Party or
                  destroyed and shall cause an officer to so certify to the
                  Protected Party. This SECTION 6.1(c) shall survive any
                  termination of this Agreement.

         (d)      PRESS RELEASES. Except as may be (i) required by law or
                  regulation or a court or regulatory authority or the rules of
                  a stock exchange, or (ii) necessary to disclose to lenders and
                  rating agencies, or (iii) required to be disclosed under
                  applicable securities laws pursuant to advice of such party's
                  securities counsel, neither Seller nor Purchaser, nor any of
                  their respective Affiliates, subsequent to the date hereof,
                  shall issue a press release or make any public announcement
                  related to the transactions contemplated hereby until such
                  transactions are consummated without consulting the other
                  party hereto and giving due consideration to any comments
                  provided by such other party, provided that no party shall,
                  either before or after the Closing Date, issue a press release
                  or make any public announcement which identifies or refers to
                  any other party, the purchase price or the detailed terms of
                  the transaction without the prior approval of the other party.
                  Notwithstanding the above, either party may issue a press
                  release or make a public announcement disclosing the existence
                  of this agreement (but not the parties thereto), the financial
                  impact of this Agreement to such party (but not the purchase
                  price, either as a dollar amount or a percentage), the
                  identity of the assets sold or purchased under this Agreement
                  and the anticipated closing date of this Agreement without the
                  prior approval of the other party. This SECTION 6.1(d) shall
                  survive any termination of this Agreement.

         (e)      NOTICE TO CARDHOLDERS. Seller and Purchaser shall cooperate
                  with each other in good faith to enable Purchaser, prior to
                  the Conversion Date, to prepare, print and mail a notice
                  notifying each Cardholder on a timely basis of the purchase of
                  the Accounts by Purchaser and such other information as may be
                  required to be given to such Cardholder and other matters

                                       24
<PAGE>

                  which the parties determine to be appropriate. Any such notice
                  shall be in a form consented to by each of the parties hereto
                  prior to mailing, but no party shall unreasonably withhold
                  such consent. Purchaser shall bear the expenses of such
                  notice, and Seller shall bear the expense of any subsequent
                  notice notifying certain cardholders that their Account has
                  been repurchased by Seller.

         (f)      MISCELLANEOUS AGREEMENTS AND CONSENTS. Subject to the terms
                  and conditions herein provided, each party to this Agreement
                  shall use its reasonable best efforts to take, or cause to be
                  taken, all action, and to do, or cause to be done, all things
                  necessary, appropriate or desirable hereunder and under
                  applicable laws and regulations, to consummate and make
                  effective the transactions contemplated by this Agreement.
                  Each party to this Agreement will use its reasonable best
                  efforts to obtain consents of all third parties and
                  governmental bodies necessary for the consummation of the
                  transactions contemplated by this Agreement. The parties and
                  their respective officers, directors and/or employees shall
                  use their reasonable best efforts to take such further actions
                  subsequent to the Closing Date as are reasonably necessary,
                  appropriate or desirable to carry out the purposes of this
                  Agreement.

         (g)      ADVICE ON CHANGES. Between the date hereof and the Closing
                  Date, each party shall promptly advise the other of any fact
                  known to it which, if existing or known at the date hereof,
                  would have been required to be set forth or disclosed in or
                  pursuant to this Agreement or of any fact which, if existing
                  or known at the date hereof, would have made any of the
                  representations of such party contained herein untrue in any
                  material respect.

         (h)      PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each
                  party hereto shall refrain from taking any action which would
                  render any representation or warranty of such party contained
                  in ARTICLE 5 of this Agreement inaccurate as of the Closing
                  Date. Each party shall promptly notify the other parties of
                  any action, suit or proceeding that shall be instituted or
                  threatened against such party to restrain, prohibit or
                  otherwise challenge the legality of any transaction
                  contemplated by this Agreement.

6.2      ADDITIONAL COVENANTS.  Seller and Purchaser agree as follows:

         (a)      PRESERVATION OF CREDIT CARD BUSINESS. Seller has previously
                  discontinued its credit card business, including its servicing
                  activities, and has engaged Purchaser to service the ADC
                  Portfolio. To the extent consistent with the foregoing, from
                  the date of this Agreement and continuing until the Closing
                  Date, Seller shall, and shall cause Purchaser and other of its
                  agents, if any, to: (i) maintain and service the Accounts in
                  substantially the same manner as previously maintained and

                                       25
<PAGE>

                  serviced during the period after the Prior Closing Date and in
                  accordance with the Current Policies and Procedures as
                  currently in effect; (ii) maintain and service the Accounts in
                  compliance with applicable federal and state laws and
                  regulations to the extent of Seller's maintenance and
                  servicing of the Accounts during the period after the Prior
                  Closing Date; and (iii) except with the written consent of
                  Purchaser, not make any change to the Current Policies and
                  Procedures except as required by law, safe or sound banking
                  practices or the Operating Regulations. Seller shall take all
                  actions to cause its agents to, post all payments received
                  prior to the Cut-Off Time to the applicable Account as of the
                  Cut-Off Time.

         (b)      PRESERVATION OF ACCOUNTS. From the date of this Agreement and
                  continuing until the Closing Date, Seller shall: (i) not sell,
                  assign, transfer, pledge or encumber, or permit the
                  encumbrance of, any Account without the prior written consent
                  of Purchaser; (ii) not take any substantial action with
                  respect to the Accounts which will impair any material rights
                  of Seller, and shall not amend any Cardholder Agreement other
                  than on a per customer basis in accordance with the Current
                  Policies and Procedures; and (iii) comply with the terms and
                  conditions of the Cardholder Agreements, as then in effect.

         (c)      ACCESS. From the date of this Agreement and continuing until
                  the Closing Date, Seller shall (i) permit Purchaser and its
                  authorized representatives full access, during reasonable
                  hours, to the Books and Records as they relate to the Acquired
                  Assets; (ii) furnish Purchaser with true, accurate and
                  complete copies of such contracts and other such records and
                  all other information in its possession with respect to the
                  Acquired Assets as Purchaser or its authorized representatives
                  may reasonably request; and (iii) cause its personnel and its
                  agents to provide Purchaser assistance in its investigation of
                  such matters; provided, however, that such investigation shall
                  be conducted in a manner which does not unreasonably interfere
                  with Seller's normal operations, and provided further that the
                  Seller shall not be required to divulge, and shall not
                  divulge, any records, including certain information, to the
                  extent prohibited by applicable statutes or regulations. The
                  access afforded pursuant to this Section 6.2(c) is solely for
                  the purposes of viewing the conduct of business by the Seller
                  between the date of this Agreement and the Closing Date, and
                  shall not be construed as affording the Purchaser an
                  opportunity to conduct due diligence with respect to the
                  Acquired Assets, which the parties agree and acknowledge was
                  conducted prior to execution of this Agreement.

         (d)      USE OF LIST. Seller agrees that for a period of two (2) years
                  from the Closing Date, neither Seller, nor any Affiliate of
                  Seller, will (i) sell or otherwise provide the names and
                  addresses or other identifying information concerning the
                  Cardholders, in whole or in part, to any third party or (ii)
                  knowingly use such names and addresses or other identifying
                  information concerning the Cardholders to solicit any
                  Cardholder for a Credit Card Account or for a credit card
                  substitute or credit card replacement product. The foregoing
                  shall not be interpreted to preclude general media advertising
                  or promotion or advertising or promotion efforts targeted to
                  customers of the Seller for mortgage, insurance or other

                                       26
<PAGE>

                  banking products and services. Purchaser acknowledges that the
                  Cardholders were initially solicited by ADC, and Purchaser
                  acknowledges that Seller has no control over ADC and Seller
                  shall not be held in any way liable for any use of the names
                  and addresses of Cardholders with respect to any solicitation
                  by ADC.

         (e)      FURTHER ASSURANCES. On or after the Closing Date, Seller
                  shall, to the extent of its obligations hereunder (i) give
                  such further assurances to Purchaser, execute, acknowledge and
                  deliver all such acknowledgements and other instruments and
                  take such further action as may be reasonably necessary or
                  appropriate to fully and effectively carry out the
                  transactions contemplated hereby; and (ii) reasonably assist
                  Purchaser in the orderly transition of the operations and
                  servicing relating to the Acquired Assets.

         (f)      RESPONSIBILITY FOR TAXES. Seller shall be liable for and pay
                  (i) any Taxes relating to the Acquired Assets that accrue or
                  otherwise relate to any taxable year or period (or portion
                  thereof) ending on or prior to the Closing Date and (ii) any
                  Taxes imposed upon the Seller as a result of the sale of the
                  Acquired Assets to the Purchaser. For purposes of this
                  Agreement, Taxes attributable to a portion of a taxable year
                  or period shall be determined on a "closing of the books"
                  basis as of the Closing Date, except that Taxes imposed on a
                  periodic basis (such as property Taxes) shall be allocated on
                  a daily basis. Seller shall be responsible for any applicable
                  2000 federal or state information reporting for events or
                  payments occurring during the period beginning January 1, 2000
                  and ending on the Closing Date.

         (g)      BOOKS AND RECORDS. Seller will make the Books and Records
                  available for delivery to Purchaser on or within five Business
                  Days of the Closing Date. To the extent Seller delivers
                  originals and does not retain copies of such Books and
                  Records, Purchaser shall, upon the request of Seller and at
                  Seller's expense, deliver to Seller copies of Books and
                  Records as Seller may require to meet legal, regulatory, Tax,
                  accounting and auditing requirements. Except as set forth
                  above, from and after the Conversion Date, Seller shall have
                  no further obligations to provide the Purchaser access to any
                  of its books and records.

         (h)      NO SHOP. Upon and after execution of this Agreement, and until
                  the earlier of the Closing Date or the termination of this
                  Agreement in accordance with its terms, the Seller will not,
                  directly or indirectly, solicit, or cause any other person to
                  solicit, any offer to acquire the Acquired Assets or assume
                  the Assumed Liabilities (whether by merger, purchase of assets
                  or other similar transaction) other than the acquisition and
                  assumption contemplated by this Agreement. The Seller will
                  not, directly or indirectly, furnish any information

                                       27
<PAGE>

                  concerning the Acquired Assets or Assumed Liabilities to any
                  person which is seeking to acquire the Acquired Assets or
                  Assumed Liabilities, in whole or in part, except in response
                  to unsolicited inquiries or offers by third parties and under
                  circumstances where the Seller advises such other person in
                  writing of the existence of this Agreement and the Related
                  Agreements and that any such offer or inquiry shall be in the
                  nature of a backup offer or inquiry. If Seller receives an
                  unsolicited inquiry or proposal concerning the availability of
                  the Acquired Assets or Assumed Liabilities for purchase,
                  Seller agrees to promptly inform Purchaser of the substance of
                  such inquiry or proposal including the identity of the person
                  making such inquiry or proposal, but solely if such inquiry or
                  proposal is in writing.

         (i)      AGREEMENTS WITH THIRD PARTIES. Seller shall furnish to
                  Purchaser, prior to the Closing Date, copies of existing
                  contracts with third parties relating to the Acquired Assets
                  and Assumed Liabilities and shall represent that Purchaser
                  will not incur any liability thereunder as a result of this
                  Agreement other than the Assumed Liabilities.

         (j)      REMOVAL FROM BIN. Seller and Purchaser shall cooperate to
                  remove any accounts which have been classified or should have
                  been classified as a Charged-Off Account, an Alabama Opt-Out
                  Account or a Mississippi Account from bank identified number
                  ("BIN") 549062 as soon as possible.

         (k)      RETURN OF CREDIT BALANCES. Seller shall have paid to
                  Cardholders all Credit Balances created prior to the Cut-Off
                  Time.

         (l)      TRAILING ACTIVITY. Seller and Purchaser shall cooperate to
                  establish a process prior to the Closing Date to settle
                  trailing activity.

         (m)      PAYMENT OF CLAIMS IN ALABAMA CLASS ACTION. Seller shall be
                  responsible for the payment of any amounts required to be paid
                  in cash to Cardholders who have submitted claims in the
                  Alabama Class Action and shall reimburse Purchaser for any
                  credit given by Purchaser after the Closing Date to
                  Cardholders who have submitted claims in the Alabama Class
                  Action.

6.3      COVENANTS OF PURCHASER. Purchaser shall be liable for and pay any Taxes
         relating to the Acquired Assets that accrue or otherwise relate to any
         taxable year or period (or portion thereof), as determined in
         accordance with SECTION 6.2(f) beginning after the Closing Date; except
         for (i) Taxes imposed upon the Seller as a result of the sale of the
         Acquired Assets to the Purchaser and (ii) any other Taxes for which the
         Seller is responsible as set forth in SECTION 6.2(f)(i). Purchaser
         shall be liable for and shall pay and perform any Assumed Liability
         arising after the Closing Date, including without limitation all
         obligations arising under any Cardholder Agreement. Purchaser shall
         comply in all material respects with applicable law in its
         administration of the Accounts, in each case, after the Closing Date.
         Purchaser shall be responsible for any applicable 2000 federal or state
         information reporting for events or payments occurring subsequent to
         the Closing Date.

                                       28
<PAGE>

                          ARTICLE 7 - INDEMNIFICATION

7.1      SELLER'S INDEMNIFICATION OBLIGATIONS. Seller shall indemnify, defend
         and hold Purchaser and its Affiliates and their respective
         stockholders, officers, directors and employees, harmless from and
         against any and all Losses (as hereinafter defined) arising from: (i)
         breach by Seller of any representation, warranty or covenant expressly
         made by Seller hereunder or under a Related Agreement; (ii) failure by
         the Seller to perform its obligations hereunder or under the Related
         Agreement; (iii) Seller's ownership of or actions with respect to the
         Acquired Assets, including, without limitation Seller's relationships
         with ADC, prior to the Closing Date; (iv) any actions taken by FDR,
         Citizens Bank, EDS or Bank Plus Credit Services Corporation prior to
         the Closing Date with respect to the Acquired Assets; (v) the failure
         of the Accounts, Cardholder Agreements and all related documents, in
         effect at or prior to the Closing Date, to comply in any respect with
         all applicable laws, rules and regulations or (vi) the failure of the
         Seller prior to the Closing Date to comply in all respects with all
         applicable federal and state laws and regulations and the Operating
         Regulations with respect to the origination, maintenance and servicing
         of the Accounts, including any change in the terms of any Account.

7.2      PURCHASER'S INDEMNIFICATION OBLIGATIONS. Purchaser shall be liable to
         and shall indemnify, defend and hold Seller and its Affiliates and
         their respective stockholders, officers, directors and employees,
         harmless from and against any and all Losses arising from: (i) breach
         by Purchaser of any representation, warranty or covenant hereunder or
         under a Related Agreement; (ii) failure by Purchaser to perform its
         obligations hereunder or under a Related Agreement, including without
         limitation any failure by Purchaser on and after the Closing Date to
         discharge the Assumed Liabilities; (iii) Purchaser's ownership of or
         actions with respect to the Acquired Assets after the Closing Date; or
         (iv) the failure of the Purchaser after the Closing Date to comply in
         all respects with all applicable federal and state laws and regulations
         and the Operating Regulations with respect to the maintenance and
         servicing of the Accounts, including any change in the terms of any
         Account.

7.3      DEFINITION OF LOSSES. For purposes of this ARTICLE 7, the term "Loss"
         or "Losses" shall mean any liability, damage, costs and expenses
         arising from a claim asserted by a bona fide third party, not an
         Affiliate of an Indemnified Party, including, without limitation, any
         attorneys' fees, disbursements and court costs, in each case reasonably
         incurred by Purchaser or Seller, as the case may be, without regard to
         whether or not such Losses would be deemed material under this
         Agreement.

                                       29
<PAGE>

7.4      PROCEDURES.

         (a)      NOTICE OF CLAIMS. The parties agree that in case any claim is
                  made, any suit or action is commenced, or any knowledge is
                  received of a state of facts which, if not corrected, may give
                  rise to a right of indemnification for such party hereunder
                  ("Indemnified Party") from the other party ("Indemnifying
                  Party") the Indemnified Party will give notice to the
                  Indemnifying Party as promptly as practicable after the
                  receipt by the Indemnified Party of notice or knowledge of
                  such claim, suit, action or state of facts. Notice to the
                  Indemnifying Party under the preceding sentence shall be given
                  no later than fifteen (15) days after receipt by the
                  Indemnifying Party of service of process in the event a suit
                  or action has commenced or thirty (30) days under all other
                  circumstances. The failure to give prompt notice shall not
                  relieve an Indemnifying Party of its obligation to indemnify
                  except to the extent the Indemnifying Party is prejudiced by
                  such failure. The Indemnified Party shall make available and
                  provide access (and shall cause its employees and third
                  parties engaged to provide services to the Indemnified Party
                  to make available and provide access) to the Indemnifying
                  Party and its counsel and accountants at reasonable times and
                  for reasonable periods, during normal business hours, all
                  books and records of the Indemnified Party or such third party
                  relating to any such possible claim for indemnification, and
                  shall permit copying of the same. Each party hereunder will
                  render to the other (and shall cause any employees or other
                  third parties employed or engaged by such Party to render)
                  such assistance as it may reasonably require of the other in
                  order to insure prompt and adequate defense of any suit, claim
                  or proceeding based upon a state of acts which may give rise
                  to a right of indemnification hereunder.

                           The Indemnifying Party shall have the right to
                  defend, compromise and settle (without agreeing or admitting
                  to any liability as to the Indemnified Party in the event of a
                  compromise or settlement) any third party person suit, claim
                  or proceeding in the name of the Indemnified Party to the
                  extent that the Indemnifying Party may be liable to the
                  Indemnified Party in connection therewith. The Indemnifying
                  Party shall notify the Indemnified Party within ten (10) days
                  of having been notified pursuant to this SECTION 7.4(a) if the
                  Indemnifying Party elects to assume the defense of any such
                  claim, suit or proceeding and employ counsel, provided that
                  the Indemnified Party does not object to such counsel in a
                  reasonable exercise of its discretion. The Indemnified Party
                  shall have the right to employ its own counsel if the
                  Indemnifying Party so elects to assume such defense, but the
                  fees and expenses of such counsel shall be the at the
                  Indemnified Party's expense, unless (i) the employment of such
                  counsel shall have been authorized in writing by the
                  Indemnifying Party; (ii) the Indemnifying Party shall not have
                  employed counsel to take charge of the defense of such action
                  after electing to assume the defense thereof; or (iii) the use
                  of such counsel chosen by the Indemnifying Party to represent
                  such Indemnified Party would present such counsel with an
                  actual or potential conflict of interest (in which case the

                                       30
<PAGE>

                  Indemnifying Party shall not have the right to assume the
                  defense of such action on the Indemnified Party's behalf) or
                  (iv) the actual or potential defendants in, or targets of, any
                  such action include both Seller and Purchaser, and in the
                  reasonable opinion of counsel to the Purchaser or Seller,
                  there may be legal defenses available to the Indemnified
                  Parties which are different or additional to those available
                  to the Indemnifying Parties and as a result of which it would
                  be inappropriate for one counsel to represent both the
                  Purchaser or Seller (in which case the Indemnifying Party
                  shall not have the right to assume the defense of such action
                  on the Indemnified Party's behalf).

         (b)      SETTLEMENT OF CLAIMS. The Indemnified Party may at any time
                  notify the Indemnifying Party of its intention to settle or
                  compromise any claim, suit or action against the Indemnified
                  Party (without the consent of the Indemnifying Party) in
                  respect of which indemnification payments may be sought from
                  the Indemnifying Party hereunder, provided that the
                  Indemnifying Party shall have no further liability in respect
                  thereof.

         (c)      SUBROGATION. The Indemnifying Party shall be subrogated to any
                  claims or rights of the Indemnified Party as against any other
                  persons with respect to any amount paid by the Indemnifying
                  Party under this ARTICLE 7. The Indemnified Party shall
                  cooperate with the Indemnifying Party, at the Indemnifying
                  Party's expense, in the assertion by the Indemnifying Party of
                  any such claim against such other persons.

         (d)      PAYMENT TO PURCHASER. Purchaser shall have the right to secure
                  reimbursement for costs and liabilities incurred for which
                  indemnification is provided hereunder, from the Escrow Holder
                  on a quarterly basis in accordance with the Escrow Agreement.

         (e)      PAYMENT TO INDEMNIFYING PARTY. In the event Seller is the
                  Indemnifying Party with respect to a claim, suit, action or
                  state of facts with respect to which Seller is providing the
                  defense of Purchaser or an Indemnified Party affiliated with
                  Purchaser, Seller shall have the right to secure reimbursement
                  for the incremental costs incurred solely in connection with
                  the defense or payment of such claim, suit, action or state of
                  facts from the Escrow Holder on a quarterly basis in
                  accordance with the Escrow Agreement; provided that Purchaser
                  and Seller shall have agreed in writing to the dollar amount
                  of such incremental costs and provided further that if the
                  parties fail to agree for a period of sixty (60) days, the
                  amount of incremental costs to be reimbursed shall be subject
                  to dispute resolution in accordance with SECTION 9.14.
                  Notwithstanding the foregoing, no such reimbursement may be
                  requested or provided before the first anniversary of the
                  Closing Date, and on and after such first anniversary Seller
                  may request and receive reimbursement for costs incurred for
                  which indemnification is provided hereunder without regard to
                  whether such costs were paid or incurred prior to or after
                  such first anniversary date.

                                       31
<PAGE>

         (f)      DOCUMENTATION. With respect to a request for reimbursement
                  under paragraph (e) above Seller shall provide such
                  documentation relating to such claim as Purchaser shall
                  reasonably request.

         (g)      CERTAIN LIMITATIONS. Neither party shall have any liability
                  for indemnification to the other party pursuant to this
                  ARTICLE 7 unless and until the aggregate amount of all Losses
                  for which a party is entitled to receive indemnification from
                  the other party exceeds $200,000 (solely under this Agreement
                  and the Servicing Agreement and not under the Prior Sale
                  Agreement) at which time the Indemnified Party shall be
                  entitled to indemnification under ARTICLE 7 for all Losses as
                  exceed $200,000. Notwithstanding anything to the contrary in
                  this Agreement or the Prior Sale Agreement, there shall be no
                  liability of Seller under this Article 7 (including all
                  liabilities under the Prior Sale Agreement) in an aggregate
                  amount in excess of the Hold Back Amount or such lesser amount
                  as is on deposit with the Escrow Holder from time to time.
                  Notwithstanding anything to the contrary, there shall be full
                  liability without respect to any financial floor for
                  indemnification for any claim brought in connection with
                  Taxes, any Mississippi Account, any Alabama Opt-Out Account or
                  any Excluded Account subject to repurchase, any liabilities
                  retained by Seller pursuant to SECTION 6.2(j) and any
                  liabilities under agreements that pertain to the Acquired
                  Assets that are not specifically assumed by Purchaser
                  hereunder.

         (h)      SURVIVAL OF INDEMNIFICATION OBLIGATIONS. The obligations of
                  the parties set forth in this ARTICLE 7 shall survive the
                  Closing Date for a period of two (2) years from the Closing
                  Date, except that a claim for indemnification for which notice
                  was given pursuant to SECTION 7.4(a) hereof by an Indemnified
                  Party prior to the end of such period shall survive until such
                  claim is fully and finally determined, and except that the
                  indemnification by Seller shall continue as to: (i) the
                  obligations and representations of Seller and Purchaser under
                  the Assignment and Assumption Agreement, as to which no time
                  limitation shall apply; (ii) the representations and
                  warranties of Seller set forth in SECTIONS 5.1(a), 5.1(b),
                  5.1(c) and 5.1(d), and the covenant of Seller set forth in
                  SECTION 6.2(f) as to all of which no time limitation shall
                  apply; and (iii) the representations and warranties of
                  Purchaser set forth in SECTION 5.2(a), 5.2(b) and 5.2(c), and
                  the covenant of Purchaser set forth in SECTION 6.3 (insofar as
                  it relates to the payment of Taxes) as to which no time
                  limitation shall apply.

                            ARTICLE 8 - TERMINATION

8.1      TERMINATION BY EITHER PARTY. Anything contained in this Agreement to
         the contrary notwithstanding, this Agreement may be terminated prior to
         the Closing Date:

                                       32
<PAGE>

         (a)      by either Purchaser or Seller if a material breach of any
                  provision of this Agreement has been committed by the other
                  party and such breach has not been waived;

         (b)      by the mutual consent of the parties; or

         (c)      by Purchaser or Seller if the Closing Date has not occurred by
                  January 15, 2001 by reason of the act or failure to act of the
                  nonterminating party.

8.2      EFFECT OF TERMINATION. In the event that this Agreement shall be
         terminated pursuant to this ARTICLE 8, all further obligations of the
         parties under this Agreement (other than SECTIONS 6.1(c), 6.1(d) and
         9.6) shall be terminated without further liability of any party to the
         other, provided that nothing herein shall relieve any party from
         liability for its breach of this Agreement.

                           ARTICLE 9 - MISCELLANEOUS
                           -------------------------

9.1      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of each party contained in this Agreement or in any
         certificates or other instruments delivered pursuant to this Agreement
         will survive the Closing of the transactions contemplated herein
         through the period during which claims for indemnification may be made
         pursuant to ARTICLE 7. All of such representations and warranties will
         be effective regardless of any investigation that any party has
         undertaken or failed to undertake.

9.2      NOTICES. All notices and other communications by Purchaser or Seller
         hereunder shall be in writing to the other party and shall be deemed to
         have been duly given when delivered in person or to an overnight
         courier service, receipt requested, or sent via telecopy transmission,
         receipt requested or when posted by the United States registered or
         certified mail, with postage prepaid, addressed as follows:

         If to Seller:           Fidelity Federal Bank, A Federal Savings Bank
                                 4565 Colorado Boulevard
                                 Los Angeles, California 90039
                                 Attn:  John M. Michel
                                 Fax Number:  818/549-3002

         copy to:                Fidelity Federal Bank, A Federal Savings Bank
                                 4565 Colorado Boulevard
                                 Los Angeles, California
                                 Attn:  Godfrey B. Evans, Esq.
                                 Fax Number:  818/549-3002

         If to Purchaser:        Household Bank (SB), N.A.
                                 1441 Schilling Place
                                 Salinas, CA 93901
                                 Attn:  President/CEO
                                 Fax Number:  831/755-2921

                                       33
<PAGE>

         copy to:                Household Credit Services, Inc.
                                 2700 Sanders Road
                                 Prospect Heights, IL 60070
                                 Attn:  General Counsel
                                 Fax Number:  847/205-7417

         or to such other addresses as a party may from time to time designate
         by notice as provided herein, except that notices of change of address
         shall be effective only upon actual receipt.

9.3      ASSIGNMENT. Prior to the Closing, the rights of any party under this
         Agreement shall not be assigned or transferred, except to an Affiliate,
         by any party without the prior written approval of the other parties
         hereto. Following the Closing, the rights of any party under this
         Agreement shall not be assigned or transferred, except to an Affiliate,
         by any party without the prior written approval of the other parties
         hereto, which approval shall not be unreasonably withheld; PROVIDED
         HOWEVER, that the foregoing shall not prohibit or require the other
         party's consent to an assignment in connection with a merger or
         consolidation with any other party or the sale of all or substantially
         all of a party's assets to another federally insured depository
         institution.

9.4      ENTIRE AGREEMENT. This Agreement, together with the exhibits to this
         Agreement, constitutes the entire agreement by the parties and
         supersedes any other agreement, whether written or oral, that may have
         been made or entered into by or on behalf of Seller and Purchaser
         relating to the matters contemplated hereby.

9.5      AMENDMENTS AND WAIVERS. This Agreement may be amended, modified,
         superseded, or canceled, and any of the terms, representations,
         warranties or covenants hereof may be waived, only by written
         instrument executed by each of the parties or, in the case of a waiver,
         by the party waiving compliance. In the course of the planning and
         coordination of this Agreement, written documents have been exchanged
         between the parties. Such written documents shall not be deemed to
         amend or supplement this Agreement. The failure of any party at any
         time or times to require performance of any provision hereof shall in
         no manner affect the right at a later time to enforce the same. No
         waiver by any party of any condition or of any breach of any term,
         representation, warranty or covenant under this Agreement, whether by
         conduct or otherwise, in any one or more instances, shall be deemed to
         be or construed as a further or continuing waiver of any other
         condition or of any breach of any such condition of breach or waiver of
         any other condition or of any breach of any other term, representation,
         warranty or covenant under this Agreement.

                                       34
<PAGE>

9.6      EXPENSES. The parties will each bear their own legal, accounting and
         other costs in connection with the transactions herein, including
         Taxes, attributable to the sale of the Acquired Assets from Seller to
         Purchaser, unless otherwise specified in this Agreement. Each party
         hereto agrees to timely sign and deliver such certificates or forms as
         may be reasonably requested to establish an exemption form (or
         otherwise reduce), or file Tax returns with respect to, such Taxes.

9.7      CAPTIONS; COUNTERPARTS. The captions in this Agreement are for
         convenience only and shall not be considered a part of or affect the
         construction or interpretation of any provision of this Agreement. This
         Agreement may be executed in two or more counterparts, each of which
         shall be an originals, but all of which together shall constitute one
         and the same instrument.

9.8      GOVERNING LAW. This Agreement shall be governed by and construed and
         interpreted in accordance with the internal laws of the State of
         Delaware, without regard to principles of conflict of laws.

9.9      SEVERABILITY. If any provision of this Agreement or portion thereof is
         held invalid, illegal, void or unenforceable by reason of any rule or
         law, administrative or judicial provision or public policy, such
         provision shall be ineffective only to the extent invalid, illegal,
         void or unenforceable, and the remainder of such provision and all
         other provisions of this Agreement shall nevertheless remain in full
         force and effect.

9.10     INDEPENDENT CONTRACTORS. In the performance of its duties or
         obligations under this Agreement, no Seller shall be deemed to be,
         permit itself to be, or understood to be the agent of Purchaser and
         Seller shall at all times take such measures as are necessary to ensure
         that its status shall be that of an independent contractor operating as
         a separate entity.

9.11     NO JOINT VENTURE. Nothing in this Agreement shall be deemed to create a
         partnership or joint venture among the Seller and Purchaser. Except as
         expressly set forth herein, no party shall have any authority to bind
         or commit any other party.

9.12     ATTORNEYS' FEES. In the event of any litigation, arbitration or other
         proceeding to enforce, interpret or declare the rights or obligations
         of any party to this Agreement, the prevailing party shall be entitled
         to costs, including attorneys' fees, in connection with any such
         proceeding.

9.13     REGULATORY APPROVAL. Purchaser acknowledges that this Agreement is
         subject to approval or nonobjection of the Regional Director of the
         Office of Thrift Supervision pursuant to Thrift Bulletin 50. Purchaser
         expressly authorizes Seller to submit this Agreement to the Regional
         Director of the Office of Thrift Supervision for review, and this
         Agreement shall not become effective until such approval or
         nonobjection by the Office of Thrift Supervision has been obtained.

                                       35
<PAGE>

9.14     DISPUTE RESOLUTION. Purchaser and Seller shall each designate a
         representative (each, a "Representative") to oversee compliance with
         each party's respective obligations under this Agreement. If either
         Purchaser or Seller disputes the other's determination under or
         interpretation of any Section of this Agreement (a "Dispute"), the
         following procedure shall be followed to resolve such Dispute:

                  STEP 1: The Representatives shall meet (by conference
         telephone call or in person at a mutually agreeable site) to attempt to
         resolve the Dispute in a mutually acceptable manner. If agreement is
         reached pursuant to this Step 1, payment or other resolution shall be
         made or performed within five days in accordance with such agreement.
         If no agreement is reached within a reasonable time, the parties shall
         proceed to Step 2.

                  STEP 2: The chief executive officer of Purchaser and the chief
         executive officer of Bank Plus shall meet (by conference telephone call
         or in person at a mutually agreeable site) within 72 hours after notice
         of an impasse is given pursuant to Step 1. The chief executive officers
         shall attempt to resolve the Dispute in a mutually acceptable manner.
         If agreement is reached pursuant to this Step 2, payment or other
         resolution shall be made or performed within five days in accordance
         with such agreement. If no agreement is reached within a reasonable
         time, Purchaser or Seller may pursue any legal or equitable remedies
         available to them. Notwithstanding the foregoing, Purchaser and Seller
         shall give due consideration to whether arbitration might be a mutually
         acceptable way to resolve the dispute.

                  If and to the extent the parties mutually agree, Purchaser and
         Seller shall submit the Dispute involved in such impasse to an
         arbitrator jointly selected by the parties who shall be a person
         reasonably experienced in matters involving commercial transactions.
         Any such arbitration shall be conducted under the auspices, and
         pursuant to the Commercial Arbitration Rules, of the American
         Arbitration Association and in accordance with the Federal Arbitration
         Act (PROVIDED, HOWEVER, that in the event of conflict between such
         rules or Act and the terms of this Agreement, the terms of this
         Agreement shall govern) and be conducted at such location as Purchaser
         and Seller shall mutually agree; PROVIDED, HOWEVER, that if the parties
         are unable to agree on a location, the arbitration shall be conducted
         in San Francisco, California. Each party shall bear its own expenses
         but those related to fees and expenses of the arbitrator shall be borne
         equally. The award rendered by the arbitrator shall be final and
         conclusive upon the parties and judgment thereon may be entered in any
         court having jurisdiction. All statutes of limitation which would
         otherwise be applicable shall apply to any arbitration proceeding.
         Unless otherwise agreed to in writing by Purchaser and Seller, a final
         decision of the arbitrator may be appealed to any court of competent
         jurisdiction by either party.

                                       36
<PAGE>

                  IN WITNESS WHEREOF, Seller and Purchaser have caused this
Agreement to be duly executed as of the date first above written.



                                    Fidelity Federal Bank, A Federal Savings
                                    Bank, Seller


                                    By:
                                           -------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                           -------------------------------------



                                    Household Bank (SB), N.A., Purchaser


                                    By:
                                           -------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                           -------------------------------------

                                       37

</TEXT>
</DOCUMENT>
