<SUBMISSION>
<ACCESSION-NUMBER>0001084961-03-000043
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>17
<PERIOD>20030822
<ITEMS>7
<FILING-DATE>20030822
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ENCORE CAPITAL GROUP INC
<CIK>0001084961
<ASSIGNED-SIC>6153
<IRS-NUMBER>481090909
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-26489
<FILM-NUMBER>03861435
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5775 ROSECOE COURT
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92123
<PHONE>8007590327
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5775 ROSCOE COURT
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92123
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MCM CAPITAL GROUP INC
<DATE-CHANGED>19990430
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MIDLAND CORP OF KANSAS
<DATE-CHANGED>19990423
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_082203.htm
<DESCRIPTION>FORM 8K 08-22-03
<TEXT>
<HTML>
<HEAD>
<TITLE>Form 8K Exhibits</TITLE>
</HEAD>
<BODY>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES<BR>SECURITIES AND
EXCHANGE COMMISSION <BR>WASHINGTON, D.C. 20549 </FONT></H1>

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<A NAME=A003></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FORM 8-K </FONT></H1>
<HR SIZE=4 COLOR=black width=25% NOSHADE>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CURRENT REPORT <BR>Pursuant to Section 13
or 15(d)

<BR>of the Securities
Exchange Act of 1934 </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date
of Report (Date of earliest event reported): August 22, 2003 </FONT></P>

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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><b>Encore Capital Group,
Inc.</b></FONT> <BR><FONT FACE="Times New Roman, Times, Serif" SIZE=1>(Exact Name of
Registrant as Specified in its Charter) </FONT></p>



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<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2> Delaware
</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 000-26489 </FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2>48-1090909</FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="30%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="1">(State or other jurisdiction of </FONT> </TD>
     <TD WIDTH="40%" ALIGN="center"><FONT FACE="Times New Roman, Times, Serif" SIZE="1">(Commission File Number) </FONT> </TD>
     <TD WIDTH="30%" ALIGN="center"><FONT FACE="Times New Roman, Times, Serif" SIZE="1">(I.R.S Employer </FONT> </TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=1>incorporation or organization)</FONT></TD>
<TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=1></FONT></TD>
     <TD ALIGN="center"><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Identification No.)</FONT></TD>
 </TR>
</TABLE>
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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>5775 Roscoe Court</b> <BR><b>San Diego, California
92123</b></FONT><BR><FONT FACE="Times New Roman, Times, Serif" SIZE=1>(Address of Principal
Executive Offices) (Zip Code) </FONT></P>


<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>(877) 445-4581</b> </FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1>(Registrant&#146;s
Telephone Number, Including Area Code) </FONT></P>





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<A NAME=A001></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7. Financial
Statements and Exhibits. </FONT></H1>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibits:  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            4.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Registration
Rights Agreement,  dated as of December 20, 2000, between the Company and
                             CFSC Capital Corp. VIII (1)  </FONT></TD>
</TR>
</TABLE>
<BR>



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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            4.2  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amended
and  Restated  Registration  Rights  Agreement,  dated as of October 31, 2000,
                             between the Company and the several stockholders listed
therein  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            4.3  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>First Amendment,  dated as of March 13, 2001,  to Amended and  Restated  Registration
                             Rights  Agreement,  dated as of October 31, 2000,  between
the Company and the several                              stockholders listed therein  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            4.4  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Warrant
 Agreement,  dated as of  December  20,  2000,  between  the  Company and CFSC
                             Capital Corp. VIII  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Fifth
 Amendment  to the Office  Lease for the  property  located at 4310 E.  Broadway
                             Road, Phoenix, Arizona  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.2  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Acknowledgement,
 dated April 15, 2003,  of limited  guaranty by Nelson  Peltz,  Peter
                             May, Triarc Companies,  the Company and Chandler Family
 Partnership  originally dated                              August 28, 1998  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.3  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Servicing
 Agreement,  dated as of January  29,  1998,  among West  Capital  Financial
                             Services  Corp.,  West Capital  Receivables  Corporation I
and Norwest Bank Minnesota,                              National Association (1)  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.4  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Supplement
to Servicing Agreement, dated May 22, 2000 (1)  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.5  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Letter
 agreement,  dated  December 27, 2000,  between Daiwa Finance  Corporation  and
                             Midland Credit Management, Inc.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.6  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Servicing
Agreement, dated December 27, 2000 (1)  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.7  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amendment
 No. 1, dated as of November  28, 2001,  to the  Servicing  Agreement  dated
                             December 27, 2000 (1)  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.8  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Servicing
Agreement,  dated as of December 20, 2000, relating to the Secured Financing
                             Facility  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.9  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>First
Amendment to Servicing  Agreement  relating to the Secured  Financing  Facility,
                             dated as of May 1, 2002 (1)  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.10  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Second
Amendment to Servicing  Agreement  relating to the Secured Financing  Facility,
                             dated as of June 26, 2003 (1)  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.11  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exclusivity
 Agreement,  dated  December  20,  2000,  by  and  among  MRC  Receivables
                             Corporation,  Midland Credit Management, Inc., the Company
and CFSC Capital Corp. VIII                              (1)  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            21  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>List
of Subsidiaries  </FONT></TD>
</TR>
</TABLE>
<BR>




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          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Certain confidential portions of these exhibits were omitted by means of
          redacting a portion of the text and replacing it with asterisks. These exhibits
          have been filed separately with the Secretary of the Commission without the
          redaction pursuant to the Registrant&#146;s application requesting confidential
          treatment under Rule 406 under the Securities Act. </FONT></TD>
          </TR>
          </TABLE>
          <BR>
<BR>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2 </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 border=0 ALIGN=Center WIDTH=600>
<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ENCORE CAPITAL GROUP, INC.</FONT><BR><BR></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=10% ALIGN=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date:</FONT></TD>
     <TD WIDTH=40% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 22, 2003</FONT></TD>
     <TD WIDTH=50% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By<u>/s/ Barry R. Barkley
</u></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Barry R. Barkley</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Executive Vice President,</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Chief Financial Officer and Treasurer</FONT></TD></TR>
</TABLE>
<BR><BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3 </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT INDEX </FONT></H1>

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<TD WIDTH=9%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>          Exhibit  </FONT></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>  </FONT></TD>
<TD WIDTH=88%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Description
                        </FONT></TD>
</TR>
</TABLE>
<BR>



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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            4.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Registration
Rights Agreement,  dated as of December 20, 2000, between the Company and
                             CFSC Capital Corp. VIII (1)  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            4.2  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amended
and  Restated  Registration  Rights  Agreement,  dated as of October 31, 2000,
                             between the Company and the several stockholders listed
therein  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            4.3  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>First
 Amendment,  dated as of March 13, 2001,  to Amended and  Restated  Registration
                             Rights  Agreement,  dated as of October 31, 2000,  between
the Company and the several                              stockholders listed therein  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>            4.4  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Warrant
 Agreement,  dated as of  December  20,  2000,  between  the  Company and CFSC
                             Capital Corp. VIII  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Fifth
 Amendment  to the Office  Lease for the  property  located at 4310 E.  Broadway
                             Road, Phoenix, Arizona  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.2  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Acknowledgement,
 dated April 15, 2003,  of limited  guaranty by Nelson  Peltz,  Peter
                             May, Triarc Companies,  the Company and Chandler Family
 Partnership  originally dated                              August 28, 1998  </FONT></TD>
</TR>
</TABLE>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.3  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Servicing
 Agreement,  dated as of January  29,  1998,  among West  Capital  Financial
                             Services  Corp.,  West Capital  Receivables  Corporation I
and Norwest Bank Minnesota,                              National Association (1)  </FONT></TD>
</TR>
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<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.4  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Supplement
to Servicing Agreement, dated May 22, 2000 (1)  </FONT></TD>
</TR>
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<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.5  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Letter
 agreement,  dated  December 27, 2000,  between Daiwa Finance  Corporation  and
                             Midland Credit Management, Inc.  </FONT></TD>
</TR>
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<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.6  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Servicing
Agreement, dated December 27, 2000 (1)  </FONT></TD>
</TR>
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<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.7  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amendment
 No. 1, dated as of November  28, 2001,  to the  Servicing  Agreement  dated
                             December 27, 2000 (1)  </FONT></TD>
</TR>
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<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.8  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Servicing
Agreement,  dated as of December 20, 2000, relating to the Secured Financing
                             Facility  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.9  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>First
Amendment to Servicing  Agreement  relating to the Secured  Financing  Facility,
                             dated as of May 1, 2002 (1)  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           10.10  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Second
Amendment to Servicing  Agreement  relating to the Secured Financing  Facility,
                             dated as of June 26, 2003 (1)  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.11 </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exclusivity
 Agreement,  dated  December  20,  2000,  by  and  among  MRC  Receivables
                             Corporation,  Midland Credit Management, Inc., the Company
and CFSC Capital Corp. VIII                              (1)  </FONT></TD>
</TR>
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<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 21 </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>List
of Subsidiaries  </FONT></TD>
</TR>
</TABLE>
<BR>




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          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Certain confidential portions of these exhibits were omitted by means of
          redacting a portion of the text and replacing it with asterisks. These exhibits
          have been filed separately with the Secretary of the Commission without the
          redaction pursuant to the Registrant&#146;s application requesting confidential
          treatment under Rule 406 under the Securities Act. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4 </FONT></P>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>exhibit4-1.htm
<DESCRIPTION>REG RIGHTS AGREEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>Exhibit 4.1 </TITLE>
</HEAD>
<BODY>


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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 4.1 </FONT></P><BR>

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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***] &nbsp;&nbsp;           TEXT
OMITTED AND FILED SEPARATELY<BR> CONFIDENTIAL TREATMENT REQUESTED  </FONT></P>


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<HR SIZE=1 align=center NOSHADE WIDTH=75% >

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION RIGHTS
AGREEMENT </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MCM CAPITAL GROUP, INC. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dated as of December
20, 2000 </FONT></P>


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<HR SIZE=1 align=center NOSHADE WIDTH=75% ><BR><BR>

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          <TD ALIGN=RIGHT WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***] </FONT></TD>
          <TD ALIGN=LEFT WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

           Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></TD>
          </TR>
          </TABLE>
          <BR><BR><BR>


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<PRE>
                                 TABLE OF CONTENTS




                                                                             Page

1.       REGISTRATIONS RIGHTS...................................................2
         1.1.   Incidental Registration.........................................2
         1.2.   Expenses........................................................4
2.       REGISTRATION PROCEDURES................................................4
3.       UNDERWRITER OFFERINGS..................................................7
         3.1.   Underwriting Agreement..........................................7
         3.2.        Selection of Underwriters..................................7
4.       HOLDBACK AGREEMENTS....................................................7
5.       PREPARATION; REASONABLE INVESTIGATION..................................7
6.       OTHER REGISTRATION RIGHTS..............................................8
7.       INDEMNIFICATION........................................................8
         7.1.   Indemnification by the Company..................................8
         7.2.   Indemnification by the Sellers..................................9
         7.3.   Notices of Claims, etc..........................................9
         7.4.   Other Indemnification..........................................10
         7.5.   Indemnification Payments.......................................10
         7.6.   Other Remedies.................................................10
8.       REPRESENTATIONS AND WARRANTS..........................................11
9.       DEFINITIONS...........................................................11
10.      MISCELLANEOUS.........................................................13
         10.1. Rule 144, etc...................................................13
         10.2. Successors, Assigns and Transferees.............................13
         10.3. Amendment and Modification......................................13
         10.4. Governing Law...................................................13
         10.5. Invalidity of Provision.........................................13
         10.6. Notices.........................................................14
         10.7. Headings; Execution in Counterparts.............................14
         10.8. Injunctive Relief...............................................15
         10.9. Term............................................................15
         10.10. Further Assurances.............................................15
         10.11 Entire Agreement................................................15


</PRE>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION RIGHTS
AGREEMENT </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
REGISTRATION RIGHTS AGREEMENT (this &#147;<B><U>Agreement</U></B><U></U>&#148;) is dated
as of the 20th day of December, 2000 by and among MCM Capital Group, Inc., a Delaware
corporation (the &#147;<B><U>Company</U>&#148;</B>). and CFSC Capital Corp. VIII, a
Delaware corporation (together with its Affiliated Stockholders (as herein defined), if
any, &#147;[<B><U>***</U>]</B>&#148;). Capitalized terms used but not otherwise defined
herein have their respective meanings set forth in Section 9.  </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
[***] has entered into a Credit Agreement, dated as of December 20, 2000 (the &#147;<B><U>Credit
</U></B><U></U> Agreement&#148;), with MRC Receivables Corporation, a wholly owned
subsidiary of the Company pursuant to which [***] agreed to lend MRC Receivables
Corporation up to $75 million for the purchase of portfolios of charged-off receivables
and other uses, on the terms and subject to the conditions therein set forth;  </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Company agreed to issue to [***] warrants to purchase the common stock of the
Company, on the terms and subject to the conditions set forth in the Warrant Agreement
between the Company and [***], dated as of December 20, 2000 (the &#147;<U>Warrant
Agreement</U>&#148;);  </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
it is a condition of the consummation of the transactions contemplated by the Credit
Agreement that the Company and [***] enter into this Agreement for the purpose of
providing for certain registration rights for the benefit of holders of Registrable
Securities (as hereinafter defined);  </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the mutual covenants and undertakings contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and subject to and on the terms and conditions herein set forth, the
parties hereto agree as follows:  </FONT></P>



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<A NAME=A007></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>1. Registrations
Rights. </U></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Incidental
Registration</U>. If the Company at any time proposes to register                any of
its equity securities under the Securities Act for its own account (other
               than pursuant to a registration on Form S-4 or S-8 or any successor form)
it                shall give written notice thereof to each Stockholder. If within 10
days after                the receipt of any such notice, any Stockholder requests that
the Company                include all or any portion of the Registrable Securities owned
by such                Stockholder or issuable upon exercise of Warrants owned by such
Stockholders in                such registration, then, subject to subsection (a) below,
the Company will give                prompt written notice to all holders of Warrants and
Registrable Securities                regarding such proposed registration. Upon the
written request of any such                holder made within 10 days after the receipt
of any such notice (which request                shall specify the number of Registrable
Securities intended to be disposed of by                such holder and the intended
method or methods of disposition thereof), the                Company will use its best
efforts to effect the registration under the                Securities Act of such
Registrable Securities, together with any other                securities proposed to be
registered by other holders of the Company&#146;s                securities exercising
incidental registration rights with respect thereto, on a <I>pro rata </I>basis (based on
the number of Registrable Securities proposed to                be registered by each
such requesting holder and the number of other registrable                securities
proposed to be registered by each such other holder) in accordance                with
such intended method or methods of disposition, <U>provided</U> that:  </FONT></P>



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<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Company shall not include any Registrable Securities of holders of           Registrable
Securities in such proposed registration if it believes in good           faith that
inclusion of such securities would not be in the best interests of           the Company,
<U>provided</U> that the Company will include in such registration           that number
of Registrable Securities and/or Warrants of the holders of           Registrable
Securities and/or Warrants that such managing underwriter and the           Company
determine would not be adverse to the best interests of the Company and
          provided further that the Company  </FONT></P></TD>
</TR>
</TABLE>
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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>shall give the holders of
Registrable Securities prompt notice after any such determination has been made (in lieu
of the notice otherwise required under the second sentence of this Section 1.1); </FONT></P>

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<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if,
at any time after giving written notice pursuant to this Section 1.1 of its
               intention to register equity securities and prior to the effective date of
the                registration statement filed in connection with such registration, the
Company                shall determine for any reason not to register such equity
securities, the                Company may, at its election, give written notice of such
determination to each                holder of Registrable Securities and/or Warrants
and, thereupon, shall not be                obligated to register any Registrable
Securities in connection with such                registration (but shall nevertheless
pay the Registration Expenses in connection                therewith); and  </FONT></P></TD>
</TR>
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<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if,
in connection with a registration pursuant to this Section 1.1, the managing
               underwriter of such registration (or, in the case of an offering that is
not                underwritten, a nationally recognized investment banking firm) shall
advise the                Company in writing (with a copy to each holder of Registrable
Securities and/or                Warrants requesting registration thereof) that, in its
opinion, the number of                securities requested and otherwise proposed to be
included in such registration                exceeds the number which can be sold in such
offering without materially and                adversely affecting the offering price or
the market price of the Common Stock                or would otherwise jeopardize the
offering, then in the case of any registration                pursuant to this Section
1.1, the Company will include in such registration, the                number of
securities which the Company is so advised can be sold in such                offering
without such material adverse effect, in the following order of                priority:  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>first</U>,
if such registration is initiated by the Company pursuant to Section 1.1 of either of the
Prior Registration Rights Agreements, the &#147;Registrable Securities of all
Stockholders (including the Requesting Party)&#148; (with the preceding phrase having the
same meaning as used in Section 1.4 of the Prior Registration Rights Agreements) together
with the Registrable Securities of the Stockholders, if any, exercising incidental
registration rights with respect to the Prior Registration Rights Agreements, on a pro
rata basis (based on the number of shares of &#147;Registrable Securities&#148; owned by
each such &#147;Stockholder&#148;, as such terms are defined in the Prior Registration
Rights Agreements, as applicable);</FONT></TD>
</TR>
</TABLE>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>second</U>,
the securities (if any) being sold by the Company; and </FONT></TD>
</TR>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>third</U>,
the Registrable Securities of the Stockholders, if any, exercising incidental
registration rights with respect thereto, together with securities, if any, of any other
holder of securities of the Company exercising incidental registration rights with
respect thereto, on <I>a pro </I><I>rata </I>basis (based on the number of shares of
registrable securities owned by each such holder), subject to the limitations of Section
4.</FONT></TD>
</TR>
</TABLE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the foregoing, the holders of Registrable Securities will not be entitled to participate
in any registration pursuant to this Section 1.1 to the extent that the managing
underwriter (or, in the case of an offering that is not underwritten, a nationally
recognized investment banker) shall determine in good faith and in writing (with a copy to
each affected Person requesting registration of Registrable Securities) that the
participation of any such holder would adversely affect the marketability or offering
price of the securities being sold by the Company or any Stockholder in such registration.
The parties acknowledge that nothing herein grants demand registration rights to the
holders of Registrable Securities </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Expenses</U>.
The Company will pay all Registration Expenses in connection                with any
registration requested and effectuated under Section 1.1; <U>provided</U> that each
seller of Registrable Securities shall pay all                Registration Expenses to
the extent required to be paid by such seller under                applicable law and all
underwriting discounts and commissions and transfer                taxes, if any.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Registration
Procedures</U>. If and whenever the Company is required to use                its best
efforts to effect the registration of any Registrable Securities under                the
Securities Act as provided in Section 1.1, the Company will promptly:  </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;prepare,
and as soon as practicable, but in any event within 60 days thereafter,
               file with the Commission, a registration statement with respect to such
               Registrable Securities, on such form as is determined by the Company to be
               appropriate under the circumstances, make all required filings with the
NASD and                use its reasonable best efforts to cause such registration
statement to become                effective as soon as practicable;  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>prepare
and promptly file with the Commission such amendments and post-effective
               amendments and supplements to such registration statement and the
prospectus                used in connection therewith as may be necessary to keep such
registration                statement effective for so ong as is required to comply with
the provisions of                the Securities Act and to complete the disposition of
all securities covered by                such registration statement in accordance with
the intended method or methods of                disposition thereof, but in no event for
a period of more than six months after                such registration statement becomes
effective;  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>furnish
copies of all documents proposed to be filed with the Commission in
               connection with such registration to counsel selected by the holders of at
least                51 % of the Registrable Securities proposed to be sold in connection
with such                registration (suchholders, the <B>&#147;<U>Majority Holders</U>&#148;),
</B>and                such documents shall be subject to the review of suchcounsel and
the Majority                Holders, and the Company shall not file any registration
statement or amendment                or post-effective amendment or supplement to such
registration statement or the                prospectus used in connection therewith to
which either such counsel or the                Majority Holders, as the case may be,
shall have reasonably objected in writing                on the grounds that such
amendment or supplement does not comply (explaining                why) in all material
respects with the requirements of the Securities Act or of                the rules or
regulations thereunder;  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>furnish
to each seller of Registrable Securities, without charge, such number of
               conformed copies of such registration statement and of each such amendment
and                supplement thereto (in each case including all exhibits and documents
filed                therewith) and such number of copies of the prospectus included in
such                registration statement (including each preliminary prospectus and any
summary                prospectus) and any other prospectus filed under Rule 424 under
the Securities                Act, in conformity with the requirements of the Securities
Act, and such other                documents, as such seller may reasonably request in
order to facilitate the                disposition of the Registrabie Securities owned by
such seller in accordance                with the intended method or methods of
disposition thereof;  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>use
its reasonable best efforts to register or qualify such Registrable
               Securities covered by such registration statement under the securities or
blue                sky laws of such jurisdictions as each seller shall reasonably
request and do                any and all other acts and things which may be necessary or
advisable to enable                such seller to consummate the disposition of such
Registrable Securities in such                jurisdictions in accordance with the
intended method or methods of  </FONT></TD>
</TR>
</TABLE>
<BR>


<HR SIZE=3 color=black NOSHADE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>disposition thereof, provided that
the Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it is not so qualified,
subject itself to taxation in any jurisdiction wherein it is not so subject, or take any
action which would subject it to general service of process in any jurisdiction wherein
it is not so subject; </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>use
its reasonable best efforts to cause all Registrable Securities covered by
               such registration statement to be registered with or approved by such
other                governmental agencies, authorities or self-regulatory bodies as may
be necessary                by virtue of the business and operations of the Company to
enable the seller or                sellers thereof to consummate the disposition of such
Registrable Securities in                accordance with the intended method or methods
of disposition thereof;  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>notify
each seller of any Registrable Securities covered by such registration
               statement at any time when a prospectus relating thereto is required to be
               delivered under the Securities Act of the happening of any event or
existence of                any fact as a result of which the prospectus included in such
registration                statement as then in effect, includes an untrue statement of
a material fact or                omits to state any material fact required to be stated
therein or necessary to                make the statements therein not misleading in
light of the circumstances then                existing, and, as promptly as is
practicable, prepare and furnish to such seller                a reasonable number of
copies of a supplement to or an amendment of such                prospectus as may be
necessary so that, as thereafter delivered to the                purchasers of such
securities such prospectus shall not include an untrue                statement of a
material fact or omit to state a material fact required to be                stated
therein or necessary to make the statements therein not misleading in
               light of the circumstances then existing;  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> otherwise comply with all applicable rules and regulations of the Commission,
          and make generally available to its security holders, as soon as reasonably
          practicable, an earnings statement of the Company (in form complying with the
          provisions of Rule 158 under the Securities Act) covering the period of at least
          12 months, but not more than 18 months, beginning with the first month after the
          effective date of such registration statement; </FONT></TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>notify each seller of any Registrable Securities covered by such registration
          statement (i) when the prospectus or any prospectus supplement or post-effective
          amendment has been filed, and, with respect to such registration statement or
          any post-effective amendment, when the same has become effective, (ii) of any
          request by the Commission for amendments or supplements to such registration
          statement or to amend or to supplement such prospectus or for additional
          information, (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of such registration statement or the initiation of
          any proceedings for that purpose and (iv) of the suspension of the qualification
          of such securities for offering or sale in any jurisdiction, or of the
          institution of any proceedings for any of such purposes;  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> use its reasonable best efforts to obtain the lifting of any stop order that
          might be issued suspending the effectiveness of such registration statement as
          soon as practicable;</FONT></TD>
</TR>
</TABLE>
<BR>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(k)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> use its reasonable best efforts (i) (A) to list such Registrable Securities on
          any securities exchange on which the equity securities of the Company are then
          listed or, if no such equity securities are then listed, on an exchange selected
          by the Company, if such listing is then permitted under the rules of such
          exchange, or (a) if such listing is not practicable, to secure designation of
          such securities as a NASDAQ &#147;national market system security&#148; within
          the of Rule 11Aa2-l under the Exchange Act or, failing that, to secure NASDAQ
          authorization for such Registrable Securities, and, without limiting the
          foregoing, to arrange for at least two market makers to register as such with
          respect to such Registrable Securities with the NASD, and (ii) to provide a
          transfer agent and registrar for such Registrable Securities not later than the
          effective date of such registration statement and to instruct such transfer
          agent upon sale of the Registrable Securities pursuant to such registration (A)
          to release any stop transfer order with respect to the certificates with respect
          to the Registrable Securities being sold and (B) to furnish certificates without
          restrictive legends representing ownership of the shares being sold, in such
          denominations requested by the sellers of the Registrable Securities or the lead
          underwriter; and</FONT></TD>
</TR>
</TABLE>
<BR>


<HR SIZE=3 color=black NOSHADE>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(l)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> use its reasonable best efforts to take all other steps necessary to effect the
          registration of such Registrable Securities contemplated hereby. </FONT></TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As a
condition to its registration of Registrable Securities of any prospective seller, the
Company may require such seller of any Registrable Securities as to which any
registration is being effected to furnish to the Company such information regarding such
seller, its ownership of Registrable Securities and the disposition of such Registrable
Securities as the Company may from time to time reasonably request in writing and as
shall be required by law in connection therewith, together with such certificates, if
any, as may be required to permit the delivery of the opinions and comfort letters
contemplated by Section 2(g) and the execution of the underwriting agreement and the
delivery of the documents required to be delivered thereunder. Each such holder agrees to
furnish promptly to the Company all information required to be disclosed in order to make
the information previously furnished to the Company by such holder not materially
misleading. </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company agrees not to file or make any amendment to any registration statement with
respect to any Registrable Securities, or any amendment of or supplement to the
prospectus used in connection therewith, which refers to any seller of any Registrable
Securities covered thereby by name, or otherwise identifies such seller as the holder of
any Registrable Securities, without the consent of such seller, such consent not to be
unreasonably withheld or delayed, unless such disclosure is required by law.  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;By
acquisition of Registrable Securities, each holder of such Registrable Securities shall
be deemed to have agreed that upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2(i), such holder will promptly
discontinue such holder&#146;s disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such holder&#146;s
receipt of the copies of the supplemented or amended prospectus contemplated by Section
2(1).<I></I>If so directed by the Company, each holder of Registrable Securities will
deliver to the Company (at the Company&#146;s expense) all copies, other than permanent
file copies, in such holder&#146;s possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice. In the event that the Company shall
give any such notice, the period mentioned in Section 2(b) shall be extended by the
number of days during the period from and including the date of the giving of such notice
to and including the date when each seller of any Registrable Securities covered by such
registration statement shall have received the copies of the supplemented or amended
prospectus contemplated by Section 2(i).  </FONT></P>


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<A NAME=A008></A>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Underwritten
Offerings. </U> </FONT></P>


<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Underwriting
Agreement</U>. If, for any underwritten offering pursuant to a
               registration requested under Section 1.1, the Company enters into an
               underwriting agreement with the underwriters for such offering, any such
               underwriting agreement shall contain such representations and warranties
by the                Company and such other terms and provisions as are customarily
contained in                agreements of this type, including, without limitation and
unless waived by the                Majority Holders, indemnities to the effect and to
the extent provided in                Section 7.  </FONT></P>

<HR SIZE=3 color=black NOSHADE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
holders of Registrable Securities to be distributed by such underwriter shall be parties
to such underwriting agreement. No underwriting agreement (or other agreement in
connection with such offering) shall require any Stockholder, in its capacity as
stockholder and/or controlling Person, to make any representations or warranties to or
agreements with the Company or the underwriters other than representations, warranties or
agreements regarding such holder, the ownership of such holder&#146;s Registrable
Securities and such holder&#146;s intended method or methods of disposition and any other
representation customarily furnished by selling stockholders in similar transactions or
required by law.  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Selection
of Underwriters</U>. If the Company at any time proposes to                register any
of its securities under the Securities Act for sale for its own                account
pursuant to an underwritten offering in which holders of Registrable
               Securities are participants, the Company will have the right to select the
               managing underwriter (which shall be of nationally recognized standing) to
               administer the offering.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Holdback
Agreements</U>. If and whenever the Company proposes to register any           of its
equity securities under the Securities Act for its own account (other           than on
Form S-4 or S-8 or any successor form) or is required to effect the
          registration of any securities pursuant to any registration rights agreement or
          similar contractual undertaking, each holder of Registrable Securities agrees
by           acquisition of such Registrable Securities, if it is then an officer,
director           or the beneficial owner (determined in accordance with Rule 13d-3
under the           Exchange Act) of more than 5% of any class of the Company&#146;s
equity           securities (or any securities convertible into or exchangeable or
exercisable           for any of such securities), not to effect any public sale or
distribution of           the Company&#146;s equity securities (other than pursuant to
such registration),           within seven days prior to and 90 days (unless advised in
writing by the           managing underwriter that a longer period, not to exceed 180
days, is required,           or such shorter period as the managing underwriter for any
underwritten offering           may agree) after the effective date of the registration
statement relating to           such registration, except its part of such registration.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Preparation:
Reasonable Investigation</U>. In connection with the preparation           and filing of
each registration statement registering Registrable Securities           under the
Securities Act, the Company will give the holders of such Registrable
          Securities so to be registered and their underwriters, if any, and their
          respective counsel and accountants the opportunity to participate in the
          preparation of such registration statement, each prospectus included therein or
          filed with the Commission, and each amendment thereof or supplement thereto,
and           will give each of them such access to the financial and other records,
pertinent           corporate documents and properties of the Company and its
subsidiaries and such           opportunities to discuss the business of the Company with
its officers and the           independent public accountants who have issued audit
reports on its financial           statements as shall be reasonably requested,by such
holders in connection with           such registration statement.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Other
Registration Rights</U>. Each Stockholder acknowledges that the Company           is a
party to (i) that certain Amended and Restated Registration Rights           Agreement
dated as of October 30, 2000 by and among the Company, C.P.           International
Investments Limited, MCM Holding Company LLC, CTW Funding LLC, and           certain
other parties named therein, (ii) that certain Registration Rights           Agreement
dated as of January 12, 2000, by and among the Company and ING (US)           Capital LLC
and its Affiliated Stockholders (together, the &#147;<B><U>Prior           Registration
Rights Agreements</U></B><U></U>&#148;), and (iii) that certain           Registration
Rights Agreement dated as of May 22, 2000, by and among the           Company, West
Capital Financial Services Corp., and WCFSC Special Purpose           Corporation and
their Affiliated Stockholders, and consents to all terms and           provisions
thereof. To the extent that the Prior Registration Rights Agreements           provide
demand or incidental registration rights that are of a higher priority           to the
rights granted to holders of Registrable Securities hereunder, or to the           extent
there is any conflict between any term or provision of the Prior           Registration
Rights Agreements and any term or provision set forth herein, the           parties
acknowledge and agree that the terms and provisions of the Prior           Registration
Rights Agreements shall take priority over the terms and provisions           of this
Agreement. The Company may grant to any Person any other registration           rights
from and after the date hereof.  </FONT></P>

<HR SIZE=3 color=black NOSHADE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification</U>.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification
bv the Company</U>. In the event of any registration of any                Registrable
Securities pursuant to this Agreement, the Company agrees to                indemnify,
defend and hold harmless (a) each seller of such Registrable                Securities,
(b) the directors, members, stockholders, officers, partners,                employees,
agents and Affiliates of such seller, (c) each Person who                participates as
an underwriter in the offering or sale of such securities and                (d) each
person, if any, who controls (within the meaning of Section 15 of the
               Securities Act or Section 20 of the Exchange Act) any of the foregoing
against                any and all losses, claims, damages, expenses or other liabilities
(or actions                or proceedings in respect thereof), jointly or severally,
directly or                indirectly, based upon or arising out of (i) any untrue
statement or alleged                untrue statement of a fact contained in any
registration statement under which                such Registrable Securities were
registered under the Securities Act, any                preliminary prospectus, final
prospectus or summary prospectus contained therein                or used in connection
with the offering of securities covered thereby, or any                amendment or
supplement thereto, or (ii) any omission or alleged omission to                state a
fact required to be stated therein or necessary to make the statements
               therein not misleading; and the Company will reimburse each such
indemnified                party for any legal or any other expenses reasonably incurred
by them in                connection with enforcing its rights hereunder or under the
underwriting                agreement entered into in connection with such offering or
investigating,                preparing, pursuing or defending any such loss, claim,
damage, liability, action                or proceeding, except insofar as any such loss,
claim, damage, liability,                action, proceeding or expense arises out of or
is based upon (A) an untrue                statement or omission made in such
registration statement, any such preliminary                prospectus, final prospectus,
summary prospectus, amendment or supplement in                reliance upon and in
conformity with written information furnished to the                Company by such
seller expressly for use in the preparation thereof, or (B) any
               preliminary prospectus to the extent that any such loss claim, damage,
               liability, action or proceeding results solely from the fact that the
seller                sold Registrable Securities to a person as to whom the Company
shall establish                that there was not sent by commercially reasonable means,
at or prior to the,                written confirmation of such sale, a copy of the final
prospectus in any case                where such delivery is required by the Securities
Act, if the Company has                previously furnished copies thereof in sufficient
quantity to the seller or the                underwriters for such offering and the loss,
claim, damage, liability, action or                proceeding results from an untrue
statement or omission of a material fact                contained in the preliminary
prospectus that was corrected in the final                prospectus. Such indemnity
shall remain in full force and effect regardless of                any investigation made
by such indemnified party and shall survive the transfer                of such
Registrable Securities by such seller. If the Company is entitled to,                and
does, assume the defense of the related action or proceedings provided
               herein, then the indemnity agreement contained in this Section 7.1 shall
not                apply to amounts paid in settlement of any such loss, claim, damage,
liability,                action or proceeding if such settlement is effected without the
consent of the                Company (which consent shall not be unreasonably withheld
or delayed). The                Company shall also indemnify any underwriters of the
Registrable Securities,                their officers, directors and employees, and each
person who controls (within                the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange                Act) to the same extent as provided
above with respect to indemnification of the                seller of Registrable
Securities.  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></P>
<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.2. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification
by the Sellers</U>. The Company may require, as a condition                     to
including any Registrable Securities in any registration statement filed
                    pursuant to Section 1.1, that the Company shall have received an
undertaking                     reasonably satisfactory to it from each of the
prospective sellers of such                     Registrable Securities to indemnify and
hold harmless, severally, not jointly,                     in the same manner and to the
same extent as set forth in Section 7.1, the                     Company, its directors,
officers, employees, agents and each person, if any, who                     controls
(within the meaning of Section 15 of the Securities Act or Section 20
                    of  </FONT></P>


<HR SIZE=3 color=black NOSHADE>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the Exchange Act) the Company, but
only with respect to any written information furnished to the Company by such seller
expressly for use in the preparation of such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement. The Company
and the holders of the Registrable Securities hereby acknowledge and agree that, unless
otherwise expressly agreed to in writing by such holders, the only information furnished
to or to be furnished to the Company for use in any registration statement or prospectus
relating to the Registrable Securities or in any amendment, supplement or preliminary
materials associated therewith are statements specifically relating to (a) transactions
between such holder and its Affiliates, on the one hand, and the Company, on the other
hand, (b) the beneficial ownership of shares of Common Stock by such holder and its
Affiliates and (c) the name and address of such holder. If any additional information
about such holder or the plan of distribution (other than for an underwritten offering)
is required by law to be disclosed in any such document, then such holder shall not
unreasonably withhold its agreement referred to in the immediately preceding sentence of
this Section 7.2. Such indemnity shall remain in full force and effect, regardless of any
investigation made by or on behalf of the Company or any such director, officer or
controlling Person and shall survive the transfer of such Registrable Securities by such
seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, action or proceeding if
such settlement is effected without the consent of such seller (which consent shall not
be unreasonably withheld or delayed). The indemnity provided by each seller of
Registrable Securities under this Section 7.2 shall be limited in amount to the net
amount of proceeds actually received by such seller from the sale of Registrable
Securities pursuant to such registration statement giving rise to such liability.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices
of Claims, etc</U>. Promptly after receipt by an indemnified party of
               notice of the commencement of any action or proceeding involving a claim
               referred to in the preceding paragraphs of this Section 7, such
indemnified                party will, if a claim in respect thereof is to be made
against an indemnifying                party, give written notice to the indemnifying
party of the commencement of such                action or proceeding, <U>provided</U> that
the failure of any indemnified party                to give notice as provided herein
shall not relieve the indemnifying party of                its obligations under the
preceding paragraphs of this Section 7, except to the                extent that the
indemnifying party is materially prejudiced by such failure to                give
notice. In case any such action is brought against an indemnified party,
               the indemnifying party will be entitled to participate therein and to
assume the                defense thereof jointly with any other indemnifying party
similarly notified, to                the extent that it may wish, with counsel
reasonably satisfactory to such                indemnified party, and after notice from
the indemnifying party to such                indemnified party of its election so to
assume the defense thereof, the                indemnifying party will not be liable to
such indemnified party for any legal or                other expenses subsequently
incurred by the latter in connection with the                defense thereof except for
the reasonable fees and expenses of any counsel                retained by such
indemnified party to monitor such action or proceeding.                Notwithstanding
the foregoing, if such indemnified party reasonably determines,                based upon
advice of independent counsel, that a conflict of interest exists                between
the indemnified party and the indemnifying party with respect to such
               action and that it is advisable for such indemnified party to be
represented by                separate counsel or that there may be one or more legal
defenses available to it                which are different from or additional to those
available to the indemnifying                party, such indemnified party may retain
other counsel, reasonably satisfactory                to the indemnifying party, to
represent such indemnified party, and the                indemnifying party shall pay all
reasonable fees and expenses of such counsel.                No indemnifying party, in
the defense of any such claim or litigation, shall,                except with the
consent of such indemnified party, which consent shall not be                unreasonably
withheld, consent to entry of any judgment or enter into any                settlement
which does not include as an unconditional term thereof the giving by                the
claimant or plaintiff to such indemnified party of a release from all
               liability in respect of such claim or litigation. The rights accorded to
any                indemnified party hereunder shall be in addition to any rights that
such                indemnified party may have at common law, by separate agreement or
otherwise.  </FONT></P>

<HR SIZE=3 color=black NOSHADE>

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     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          <U>Other Indemnification</U>. Indemnification similar to that specified in the
          preceding paragraphs of this Section 7 (with appropriate modifications) shall be
          given by the Company and each seller of Registrable Securities with respect to
          any required registration (other than under the Securities Act) or other
          qualification of such Registrable Securities under any federal or state law or
          regulation of any governmental authority. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          <U>Indemnification Payments</U>. Any indemnification required to be made by an
          indemnifying party pursuant to this Section 7 shall be made by periodic payments
          to the indemnified party during the course of the action or proceeding, as and
          when bills are received by such indemnifying party, with respect to an
          indemnifiable loss, claim, damage, liability or expense incurred by such
          indemnified party. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Other
Remedies</U>. If for any reason the foregoing indemnity is unavailable,           or is
insufficient to hold harmless an indemnified party, other than by reason           of the
exceptions provided therein, then the indemnifying party shall contribute           to
the amount paid or payable by the indemnified party as a result of such           losses,
claims, damages, liabilities, actions, proceedings or expenses in such
          proportion as is appropriate to reflect the relative benefits to and faults of
          the indemnifying party on the one hand and the indemnified party on the other
in           connection with the offering of Registrable Securities and the statements or
          omissions or alleged statements or omissions which resulted in such loss,
claim,           damage, liability, action, proceeding or expense, as well as any other
relevant           equitable considerations. The relative fault of the indemnifying party
and of           the indemnified party shall be determined by reference to, among other
things,           whether the untrue statement of a material fact or the omission to
state a           material fact relates to information supplied by the indemnifying party
or by           the indemnified party and the parties&#146; relative intent, knowledge,
access           to information and opportunity to correct or prevent such statements or
          omissions. No person guilty of fraudulent misrepresentation (within the meaning
          of Section 11(f) of the Securities Act) shall be entitled to contribution from
          any person who was not guilty of such fraudulent misrepresentation. No party
          shall be liable for contribution under this Section 7.6 except to the extent as
          such party would have been liable to indemnify under this Section 7 if such
          indemnification were enforceable under applicable law.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 7.6 were
determined by<I> pro rata </I>allocation or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately preceding
paragraph.  </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Representations and Warranties</U>. Each Stockholder, severally and not
          jointly, represents and warrants to the Company and each other Stockholder that: </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;               such
Stockholder has the power, authority and capacity (or, in the case of any
               Stockholder that is a corporation or limited partnership, all corporate or
               limited partnership power and authority, as the case may be) to execute,
deliver                and perform this Agreement;  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               in the case of a Stockholder that is a corporation or limited partnership, the
               execution, delivery and performance of this Agreement by such Stockholder has
               been duly and validly authorized and approved by all necessary corporate or
               limited partnership action, as the case may be; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               this Agreement has been duly and validly executed and delivered by such
               Stockholder and constitutes a valid and legally binding obligation of such
               Stockholder, enforceable in accordance with its terms, subject to bankruptcy,
               insolvency, reorganization, moratorium or other similar laws affecting or
               relating to creditors&#146; rights generally and general principles of equity;
               and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the execution, delivery and performance of this Agreement by such Stockholder
               does not and will not violate the terms of or result in the acceleration of any
               obligation under (A) any </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<HR SIZE=3 color=black NOSHADE>



<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>material contract, commitment or
other material instrument to which such Stockholder is a party or by which such
Stockholder is bound, (B) in the case of a Stockholder that is a corporation or limited
partnership, the certificate of incorporation, certificate of limited partnership,
by-laws or limited partnership agreement, as the case may be, or (C) any law, statute,
regulation, order or decree applicable to such Stockholder.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Definitions</U>.
For purposes of this Agreement, the following terms shall                have the
following respective meanings:  </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Affiliate</U>:
(i) with respect to any Person, a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, such
Person, and (ii) with respect to any natural Person, (A) the spouse, parents and direct
descendants of such Person, (B) the estate, testamentary trust, trustees, executors,
administrators, legatees or testamentary beneficiaries of such Person, and (C) any trust
established by such Person for the exclusive benefit of any of the foregoing Persons. </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Affiliated
Stockholder</U>: with respect to [***], each of its Affiliates if and so long as it owns
any Warrants or Registrable Securities and has agreed in writing to be bound by the terms
and conditions of this Agreement, a copy of which agreement shall have been delivered to
the Company. </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Board:</U>
the board of directors of the Company. </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Commission:</U>
the Securities and Exchange Commission. </FONT>
</TD>
</TR>
</TABLE>
<BR>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Common
Stock</U>: the Common Stock of the Company, par value $.01 per share, and any securities
into which such Common Stock shall have been changed or any securities resulting from any
reclassification of such Common Stock. </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Credit
Agreement</U>: as defined in the recitals of this Agreement.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exchange
Act:</U> the Securities Exchange Act of 1934, as amended, or any successor federal
statute,  and  the rules and regulations thereunder which shall be in effect at the time. </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Majority
Holders:</U> as defined in Section 2(c). </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>NASD:</U> National
Association of Securities Dealers, Inc. </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>NASDAQ:</U> the
Nasdaq National Market. </FONT>
</TD>
</TR>
</TABLE>
<BR>



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<A NAME=A009></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Permitted
Transferee: as defined in Section 10.2. </U></FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Person</U>:
an individual, corporation, partnership, limited liability company, joint venture,
association, trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality, thereof. </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Prior
Registration Rights Agreements</U>: as defined in Section 6.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Registrable
Securities</U>: the 621,576 shares of Common Stock issued or issueable upon exercise of
the Warrants issued to [***] pursuant to the Warrant Agreement and any other shares of </FONT>
</TD>
</TR>
</TABLE>
<BR><BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P>



<HR SIZE=3 color=black NOSHADE>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common Stock issued as a dividend or
other distribution with respect to, or in exchange for or in replacement of, the shares
of Common Stock when issued. As to any particular shares of Common Stock, such securities
shall cease to be Registrable Securities when (i) a registration statement with respect
to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement, (ii) such securities shall have been sold to the public pursuant to Rule 144
under the Securities Act or are eligible for resale by the holder thereof without regard
to volume limitation pursuant to paragraph (k) of Rule 144 under the Securities Act,
(iii) such securities shall have been otherwise transferred other than to a Permitted
Transferee and subsequent disposition of them shall not require registration or
qualification of them under the Securities Act or any similar state law then in force or
(iv) such securities shall have ceased to be outstanding.  </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Registration
Expenses</U>: all expenses incident to the Company&#146;s performance of or compliance
with any registration pursuant to this Agreement, including, without limitation, (i)
registration, filing and NASD fees, (ii) fees and expenses of complying with securities
or blue sky laws, (iii) fees and expenses associated with listing securities on an
exchange or NASDAQ, (iv) word processing, duplicating and printing expenses, (v)
messenger and delivery expenses, (vi) transfer agents&#146;, trustees&#146;, depositories&#146;,
registrars&#146; and fiscal agents fees, (vii) reasonable fees and disbursements of
counsel for the Company and of its independent public accountants, including the expenses
of any special audits or &#147;cold comfort&#148; letters, (viii) reasonable fees and
disbursements of any one counsel retained by the sellers of Registrable Securities, which
counsel shall be designated in the manner specified in Section 2 and (ix) any fees and
disbursements of underwriters customarily paid by issuers or sellers of securities, but
excluding underwriting discounts and commissions and transfer taxes, if any.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Securities
Act</U>: the Securities Act of 1933, as amended, or any successor federal statute, and
the rules and regulations thereunder which shall be in effect at the time.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stockholders:
 [***] and each of its  Affiliated  Stockholders,  in each case if and so long as such
 Stockholder owns any Warrants or Registrable Securities.  </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Warrant
Agreement</U>: as defined in the recitals of this Agreement.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Warrants:
 the  warrants  to  purchase  621,576  shares of Common  Stock  issued  under the
 Warrant Agreement.  </FONT>
</TD>
</TR>
</TABLE>
<BR>








<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Miscellaneous</U>. </FONT></P>


<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.1. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Rule
144, etc</U>. The Company will file the reports required to be filed by                it
under the Securities Act and the Exchange Act and the rules and regulations
               adopted by the Commission thereunder, and will take such further action as
any                holder of Registrable Securities may reasonably request, all to the
extent                required from time to time to enable such holder to sell
Registrable Securities                without registration under the Securities Act
within the limitation of the                exemptions provided by (A) Rule 144 under the
Securities Act, as such rule may                be amended from time to time or (b) any
successor rule or regulation hereafter                adopted by the Commission. Upon the
request of any holder of Registrable                Securities, the Company will deliver
to such holder a written statement as to                whether it has complied with such
requirements.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.2. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Successors.
Assigns and Transferees</U>. This Agreement shall be binding upon                and
inure to the benefit of the parties hereto and their respective predecessors
               and permitted assigns under this Section 10.2. Provided that an express
               assignment shall have been made, a copy of which shall have been delivered
to                the Company, the provisions of this Agreement which are for the benefit
of a                holder of Registrable Securities and/or Warrants shall be for the
benefit of and                enforceable by any subsequent holder of any Registrable
Securities and/or                Warrants to which such Registrable Securities and/or
Warrants are transferred in                compliance with the provisions of such
Registrable Securities and/or Warrants <B>(&#147;<U>Permitted Transferees</U>&#148;), </B>subject
to the provisions                respecting the minimum numbers or percentages of shares
of Registrable                Securities required in order to be entitled to certain
rights, or to take                certain actions, contained herein.  </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P><BR><BR>

<HR SIZE=3 color=black NOSHADE>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.3. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendment
and Modification</U>. This Agreement may be amended, modified or
               supplemented by the Company with the written consent of a majority (by
number of                shares) of the holders of Registrable Securities, <U>provided</U> that
all                Stockholders shall be notified of such amendment, modification or
supplement.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.4. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing
Law</U>. This Agreement and the rights and obligations of the                parties
hereunder and the persons subject hereto shall be governed by, and
               construed and interpreted in accordance with, the law of the State of
Delaware,                without giving effect to the choice of law principles thereof.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.5. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Invalidity
of Provision</U>. The invalidity or unenforceability of any                provision of
this Agreement in any jurisdiction shall not affect the validity or
               enforceability of the remainder of this Agreement in that jurisdiction or
the                validity or enforceability of this Agreement, including that
provision, in any                other jurisdiction.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>.
All notices, requests, demands, letters, waivers and other                communications
required or permitted to be given under this Agreement shall be                in writing
and shall be deemed to have been duly given if (a) delivered                personally,
(b) mailed, certified or registered mail with postage prepaid, (c)                sent by
next-day or overnight mail or delivery or (d) sent by fax, as follows:  </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          If to the Company, to it at:  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
MCM
Capital Group, Inc.<BR>                             5775 Roscoe Court<BR>
                            San Diego, California 92123<BR>
                            Attention: Chief Executive Officer<BR>
                            Telecopier No.: (858)309-6999 </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
with
a copy to:  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
MCM
Capital Group, Inc.   <BR>                          5775 Roscoe Court<BR>
                            San Diego, California 92123 <BR>Attention:
                            General Counsel<BR> Telecopier No.:
                            (858)309-6999 </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          If
to [***], to it at:  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
CFSC
Capital Corp. VIII<BR> 12700 Whitewater                             Drive Minnetonka, MN<BR>
55343 Attention: Jon                             Taxdahl <BR>Telephone: (952) 984-3469<BR>
                            Telecopy: (952)984-3898 </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
with
a copy to:  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Faegre
&amp; Benson LLP   <BR>                          2200 Wells Fargo Center<BR>
                            90 South Seventh Street <BR>Minneapolis, MN
                            55402-3901    <BR>                         Telecopier No.:
(612)336-3026 </FONT></TD>
</TR>
</TABLE>
<BR>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P><BR><BR>

<HR SIZE=3 color=black NOSHADE>



<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or to such other person or address
as any party shall specify by notice in writing to the Company. All such notices,
requests, demands, letters, waivers and other communications shall be deemed to have been
received (w) if by personal delivery on the day after such delivery, (x) if by certified
or registered mail, on the eighth business day after the mailing thereof, (y) if by
next-day or overnight mail or delivery, on the day delivered or (z) if by fax, on the
next day following the day on which such fax was sent, provided that a copy is also sent
by certified or registered mail.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.7. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Headings;
Execution in Counterparts</U>. The headings and captions contained                herein
are for convenience and shall not control or affect the meaning or
               construction of any provision hereof. This Agreement may be executed in
any                number of counterparts, each of which shall be deemed to be an
original and                which together shall constitute one and the same instrument.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.8. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Injunctive
Relief</U>. Each of the parties recognizes and agrees that money                damages
may be insufficient and, therefore, in the event of a breach of any
               provision of this Agreement the aggrieved party may elect to institute and
               prosecute proceedings in any court of competent jurisdiction to enforce
specific                performance or to enjoin the continuing breach of this Agreement.
Such remedies                shall, however, be cumulative and not exclusive, and shall
be in addition to any                other remedy which such party may have.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.9. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Term</U>.
This Agreement shall be, effective as of the date hereof and shall
               continue in effect thereafter until the earlier of (a) its termination by
the                consent of the parties hereto or their respective successors in
interest, (b)                the date on which no Registrable Securities remain
outstanding, and (c) the date                on which all remaining Registrable
Securities are subject to immediate resale by                the holder thereof without
regard to volume limitation pursuant to paragraph (k)                of Rule 144 under
the Securities Act.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.10. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Further
Assurances</U>. Subject to the specific terms of this Agreement, each                of
the Company and the Stockholders shall make, execute, acknowledge and deliver
               such other instruments and documents, and take all such other actions, as
may be                reasonably required in order to effectuate the purposes of this
Agreement and to                consummate the transactions contemplated hereby.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Entire
Agreement</U>. This Agreement is intended by the parties hereto as a                final
expression of their agreement and intended to be a complete and exclusive
               statement of their agreement and understanding in respect of the subject
matter                contained herein. This Agreement supersedes all prior agreements
and                understandings between the parties with respect to such subject
matter.  </FONT></P>



<HR SIZE=3 color=black NOSHADE>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IN  WITNESS
WHEREOF this Agreement has been signed by each of the parties hereto, and shall be
effective as of the date first above written.  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>MCM CAPITAL GROUP, INC.</B><BR><BR>
<BR>By: /S/ Carl C. Gregory, III <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Name:&nbsp;&nbsp;Carl. C Gregory III<BR> Title:&nbsp;&nbsp;President</FONT></TD>
</TR>
</TABLE>
<BR>



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<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>CFSC CAPITAL CORP. VIII</B><BR><BR>
<BR>BY: /S/ Greggory S. Haugen<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Name:&nbsp;&nbsp;  Greggory S. Haugen<BR> Title:&nbsp;&nbsp;  V.P.</FONT></TD>
</TR>
</TABLE>
<BR>







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<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>exhibit4-2.htm
<DESCRIPTION>AMEND REG RIGHTS
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 4.2</TITLE>
</HEAD>
<BODY>





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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 4.2 </FONT></P>







<HR SIZE=1 align=center width=90% NOSHADE>



<PRE>


               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT





                             MCM CAPITAL GROUP, INC.







                          Dated as of October 31, 2000

</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>

                                TABLE OF CONTENTS



 1.    Registrations Upon Request..............................................3
1.1.     Requests by
        Stockholders...........................................................3
1.2.     Registration Statement
        Form...................................................................4
1.3.
        Expenses...............................................................4
1.4.     Priority in Demand
        Registrations................................................ .........4
1.5.     No Company or Other Stockholder Initiated Registration; Deferral of
         Registration......................................................... 5
2.       Incidental Registrations..............................................5
3.       Registration Procedures...............................................7
4.       Underwritten Offerings...............................................11

4.1.     Underwriting Agreement...............................................11
4.2.     Selection of Underwriters............................................12

5.       Holdback Agreements..................................................12
6.       Preparation; Reasonable  Investigation...............................13
7.       No Grant of Future Registration Rights...............................13
8.      [Reserved)............................................................13
9.      Indemnification.......................................................13

9.1.     Indemnification by the Company.......................................13
9.2.     Indemnification by the Sellers.......................................14
9.3.     Notices of Claims,etc................................................15
9.4.     Other Indemnification................................................16
9.5.     Indemnification Payments.......... ..................................16
9.6.     Other Remedies.......................................................16

10.      Representations and Warranties.......................................16
11.      Definitions..........................................................17
12.      Miscellaneous........................................................19

12.1.    Rule 144,etc.........................................................19
12.2.    Successors, Assigns and Transferees..................................19
12.3.    Amendment and Modification...........................................19
12.4.    Governing Law........................................................19
12.5.    Invalidity of Provision..............................................19
12.6.    Notices..............................................................20
12.7.    Headings; Execution in Counterparts..................................22
12.8.    Injunctive Relief....................................................22
12.9.    Term 22 .............................................................22
12.10.   Further Assurances...................................................22
12.11.   Entire Agreement.....................................................23



                                        i







<PAGE>
                    AMENDED AND RESTATED REGISTRATION RIGHTS
                                    AGREEMENT

           This AMENDED AND RESTATED  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement") is dated as of the 31st day
  of October,  2000, among MCM Capital Group,  Inc., a Delaware  corporation (the  "Company"),  C.P.  International
  Investments Limited, a Bahamian company (together with its Affiliated  Stockholders (as herein defined),  if any,
  "CPII"), CTW Funding,  LLC, a Delaware limited liability company (together with its Affiliated  Stockholders,  if
  any, "CTW"), and the MCM Holding Distributees  Majority (together with each of the persons whose names are listed
  on Schedule A hereto and their respective Affiliated Stockholders, if any, the "MCM Holding Distributees").  This
  Agreement  amends and  restates in its entirety  the First  Registration  Rights  Agreement  (as defined  below).
  Capitalized terms used but not otherwise defined herein have their respective meanings set forth in Section 11.

           WHEREAS,  Midland Credit  Management,  Inc., a Kansas  Corporation  and wholly owned  subsidiary of the
 Company  ("Midland"),  desires to enter into that certain Credit and Security Agreement,  dated as of October 31,
 2000 (the "Credit  Agreement"),  between Midland and CTW,  pursuant to which CTW will make available to Midland a
 $2,000,000 credit facility; and

           WHEREAS,  to induce CTW to enter into the Credit  Agreement,  the  Company  has agreed (i ) to issue to
 CTW,  warrants  (the  "Warrants")  to  purchase  up to  100,000  shares of Common  Stock,  pursuant  to a Warrant
 Agreement,  dated as of October  31,  2000 (the  "Warrant  Agreement"),  and (ii) to grant  certain  registration
 rights to CTW with respect to the Common Stock underlying the Warrants; and

          WHEREAS,  the Company,  CPE, MCM Holding Company LLC, a New York limited liability company,  and the MCM
 Holding  Distributees,  entered into that certain  Registration Rights Agreement,  dated as of June 30, 1999 (the
 "First Registration Rights Agreement"): and

          WHEREAS, MCM Holding Company LLC was dissolved on December 2,1999; and

          WHEREAS,  pursuant to Section 12.3 of the First  Registration  Rights Agreement,  the First Registration
 Rights  Agreement may be amended,  modified or  supplemented  by the Company with the written  consent of CPU and
 the MCM Holding Distributees Majority; and

          WHEREAS, the Company desires to amend and restate the First Registration Rights Agreement; and

          WHEREAS,  the parties  acknowledge that Nelson Peltz,  Peter W. May and Triarc  Companies,  Inc. are the
 direct or  indirect  beneficial  owners of at least 51% of the  Registrable  Securities  owned by the MCM Holding
 Distributees as of the date hereof, and constitute the MCM Holding Distributees  Majority, and are executing this
 Agreement in such  capacity  regardless  of the legal  ownership  pursuant to which such shares are  beneficially
 owned; and

         WHEREAS, the Company, CPU, and the MCM Holding Distributees  Majority,  have to consent to, and into, this
Agreement,  under which the Company will grant to CTW substantially  the same registration  rights granted to CPII,
MCM Holding Company LLC and the MCM Holding  Distributees under the First Registration Rights Agreement,  and which
Agreement will amend, restate and supercede in its entirety the First Registration Rights Agreement; and

            WHEREAS,  it is a condition  of the  execution  and delivery by CTW of the Credit  Agreement,  that the
  Company enter into this Agreement;

           NOW, THEREFORE,  in consideration of the mutual covenants and undertakings  contained herein, and for other
  good and valuable  consideration,  the receipt and sufficiency of which are hereby acknowledged,  and subject to and
  on the terms and conditions herein set forth, the parties hereto agree as follows:

1.       Registrations Upon Request.

1.1.     Requests by Stockholders.  At any time, the MCM Holding  Distributees (as a group),  CPII and CTW shall
  each have the right to make requests that the Company effect up to two separate  registrations  under the Securities
  Act of all or part of the Registrable Securities owned by them, respectively; provided that

           (i) in the case of the MCM  Holding  Distributees,  such right to request up to two  registrations  will be
  exercisable by any MCM Holding  Distributees  owning singly or in the aggregate at least 25% of the then outstanding
  Registrable Securities then owned by all MCM Holding Distributees (the "Qualified MCM Stockholders"), and

           (ii) at any time when CPII or CTW owns fewer Registrable  Securities than its Permitted  Transferees,  such
  right of CPII and CTW to request up to two  registrations  will be  exercisable  by those  entities  or  individuals
  (whether acting  individually or as a group), in each case,  owning in excess of 50% of the outstanding  Registrable
  Securities  then  owned  by CPII  and  its  Permitted  Transferees,  or by CTW and  its  Permitted  Transferees,  as
  applicable.  For purposes of this Section 1.1 (ii), each holder of a Warrant shall be deemed the owner and holder of
  the Registrable Securities issuable upon the exercise thereof.

          A request made by any of the Qualified MCM Stockholders,  CPII or its Permitted  Transferees,  or CTW or its
 Permitted  Transferees,  pursuant to the immediately  preceding  sentence (in any such case, the "Requesting  Party")
 shall not be counted for purposes of the request  limitations set forth above if (a) the Requesting  Party determines
 in its good faith  judgment to withdraw the  proposed  registration  of any  Registrable  Securities  requested to be
 registered  pursuant to this Section 1.1 due to marketing  or  regulatory  reasons,  (b) the  registration  statement
 relating to any such  request is not declared  effective  within 90 days of the date such  registration  statement is
 first filed with the  Commission  and the  Requesting  Party  determines to withdraw the proposed  registration,  (c)
 within 180 days after the  registration  relating to any such  request has become  effective,  such  registration  is
 interfered with by any stop order,  injunction or other order or requirement of the Commission or other  governmental
 agency  or court  for any  reason  and the  Company  fails to have  such stop  order,  injunction  or other  order or
 requirement  removed,  withdrawn or resolved to the Requesting  Party's reasonable  satisfaction  within 30 days, (d)
 more 10% of the Registrable  Securities  requested by the Requesting Party to be included in the registration are not
 so included  pursuant to Section 1.4,  (e) the  conditions  to closing  specified  in the  underwriting  agreement or
 purchase  agreement  entered into in connection with the registration  relating to any such request are not satisfied
 (other than as a result of a default or breach thereunder by the Requesting Party), or (f) the registration  relating
 to such  request is  preempted  by a proposed  Company  registration,  notice of which is given by the Company to the
 Requesting  Party pursuant to Section  1.5(b)(iii),  and the Requesting Party determines to withdraw its registration
 request prior to a registration statement relating thereto becoming effective.

           Upon any such  registration  request,  the Company will  promptly,  but in any event  within 10 days,  give
  written notice of such request to all holders of Registrable  Securities and thereupon the Company will,  subject to
  Sections 1.4 and 1.5, use its best efforts to effect the prompt registration under the Securities Act of:

                    (i) the  Registrable  Securities  which the  Company  has been so  requested  to  register  by the
           Requesting Party, and

                    (ii) all other  Registrable  Securities  which the Company has been  requested  to register by the
           holders  thereof by written request given to the Company by such holders within 10 days after the giving of
           such written notice by the Company to such holders,

  all to the  extent  required  to permit  the  disposition  of the  Registrable  Securities  so to be  registered  in
  accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

1.2.     Registration Statement Form. A  registration  requested  pursuant  to Section  1.1 shall be effected by
 the filing of a registration  statement on a form reasonably  acceptable to the Requesting Party, it being understood
 that the Company shall,  where permitted  under the Securities Act, seek to qualify for  registration on Form S-3 (or
 any other comparable form hereinafter adopted).

1.3.     Expenses.  The Company will pay all Registration Expenses in connection with any registration requested
 under Section 1.1;  provided that (a) each seller of Registrable  Securities shall pay all  Registration  Expenses to
 the extent  required to be paid by such seller under  applicable law and all  underwriting  discounts and commissions
 and transfer taxes, if any, and (b) if, pursuant to clause (a) of Section 1.1, a Requesting  Party  determines in its
 good faith judgment to withdraw the proposed  registration of any Registrable  Securities  requested to be registered
 pursuant to Section 1.1 due to marketing  reasons after the filing of a  registration  statement with respect to such
 Registrable  Securities,  the Requesting Party shall reimburse the Company for its reasonable  out-of-pocket expenses
 incurred in connection with the preparation and filing of such  registration  statement  unless the Requesting  Party
 agrees in writing  to have the  withdrawn  registration  treated as one of its two  registration  requests  permitted
 pursuant to Section 1.1.

1.4.     Priority  in Demand  Registrations.  If a registration  pursuant to Section 1.1 involves an underwritten
 offering,  and the  managing  underwriter  (or, in the case of an offering  which is not  underwritten,  a nationally
 recognized  investment  banking  firm)  shall  advise the Company in writing  (with a copy to each Person  requesting
 registration  of  Registrable  Securities)  that, in its opinion,  the number of  securities  requested and otherwise
 proposed  to be  included  in such  registration  exceeds  the  number  which  can be sold in such  offering  without
 materially  and  adversely  affecting the offering  price or the market price of the Common Stock or would  otherwise
 jeopardize the offering,  the Company will include in such registration to the extent of the number which the Company
 is so advised can be sold in such offering  without such material adverse effect,  first, the Registrable  Securities
 of all  Stockholders  (including  the  Requesting  Party),  on a pro rata  basis  (based  on the  number of shares of
 Registrable  Securities owned by each such  Stockholder),  second the securities,  if any, being sold by the Company,
 and  third,  the  securities,  if any,  of any  other  securities  holder of the  Company  ..entitled  to  incidental
 registration rights with respect thereto, subject to the limitations of Section 7.

1.5.     No Company or Other Stockholder Initiated Registration; Deferral of Registration.

(a)      After receipt of notice of a requested  registration  pursuant to Section 1.1, neither the Company nor any
 other  Stockholder  shall  initiate,  without the consent of the  Requesting  Party,  a  registration  of any Company
 securities  for its own account  until 90 days after such  registration  has been effected or such  registration  has
 been terminated.

(b)      Notwithstanding  the  foregoing,  the Company  shall have the right to delay the filing or  effectiveness,
 but not the preparation,  of a registration  statement for any requested  registration pursuant to Section 1.1 during
 one or more periods  aggregating  not more than 90 days in any 12-month  period during the term of this  Agreement in
 the event that (i) the Company would, in accordance  with the written advice of its counsel,  be required to disclose
 in the  prospectus  contained  in  such  registration  statement  information  not  otherwise  required  by law to be
 publicly  disclosed and (ii) the Company has pending or in process a material  transaction,  the  disclosure of which
 would, in the good "faith judgment of the Company's Board of Directors,  materially and adversely  affect the Company
 or the  transaction,  or (iii) at the time of receipt of notice of a requested  registration  pursuant to Section 1.1
 the Company was in the process of  contemplating a registration of equity  securities for its own account and (A) the
 Company gives  written  notice  thereof to the  Requesting  Party within 10 days after  receipt of such  registration
 request and (B) a registration  statement with respect to such Company initiated  offering is filed within 60 days of
 receipt of such notice from the Requesting Party.

2.       Incidental  Registrations.  If the Company at any time proposes to register any of its equity  securities
 under the  Securities  Act for its own account  (other  than  pursuant  to a  registration  on Form S-4 or S-8 or any
 successor form) it shall give written notice thereof to each Stockholder.  If within 10 days after the receipt of any
 such notice,  any  Stockholder  requests that the company  include all or any portion of the  Registrable  Securities
 owned by such  Stockholder  in such  registration  (for purposes of this Section 2, each holder of a Warrant shall be
 deemed the owner and holder of the  Registrable  Securities  issuable upon the exercise  thereof),  then,  subject to
 subsection (a) below,  the Company will give prompt written notice to all  Stockholders.  Upon the written request of
 any  Stockholder  made within 10 days after the receipt of any such notice (which request shall specify the number of
 Registrable  Securities  intended to be disposed of by such holder and the intended  method or methods of disposition
 thereof),  the  Company  will use its best  efforts  to effect  the  registration  under the  Securities  Act of such
 Registrable  Securities on a pro rata basis (based on the number of shares of  Registrable  Securities  owned by each
 such requesting Stockholder) in accordance with such intended method or methods of disposition, provided that:

(a)      without  the prior  written  consent  of the  Stockholders  holding  at least 50% of the then  outstanding
          Registrable  Securities,  the  Company  shall not  include  any  Registrable  Securities  of  holders  of
          Registrable  Securities other than the Stockholders in such proposed  registration if it believes in good
          faith that  inclusion of such  securities  would not be in the best  interests  of the Company,  provided
          that the Company will include in such registration  that number of Registrable  Securities of the holders
          of Registrable  Securities that such managing  underwriter and the Company determine would not be adverse
          to the best  interests  of the Company and provided  further  that the Company  shall give the holders of
          Registrable  Securities  prompt notice after any such  determination has been made (in lieu of the notice
          otherwise required under the second sentence of this Section 2);
(b)      if, at any time after giving  written  notice  (pursuant  to this Section 2) of its  intention to register
          equity  securities  and prior to the effective  date of the  registration  statement  filed in connection
          with such  registration,  the  Company  shall  determine  for any  reason  not to  register  such  equity
          securities,  the Company may, at its election,  give written notice of such  determination to each holder
          of Registrable  Securities and, thereupon,  shall not be obligated to register any Registrable Securities
          in  connection  with  such  registration  (but  shall  nevertheless  pay  the  Registration  Expenses  in
          connection  therewith),  without prejudice,  however, to the rights of the Stockholders to request that a
          registration be effected under Section 1.1; and
(c)      if in  connection  with a  registration  pursuant  to this  Section 2, the  managing  underwriter  of such
          registration  (or,  in the  case  of an  offering  that  is not  underwritten,  a  nationally  recognized
          investment  banking firm) shall advise the Company in writing (with a copy to each holder of  Registrable
          Securities  requesting  registration  thereof) that, in its opinion,  the number of securities  requested
          and otherwise  proposed to be included in such registration  exceeds the number which can be sold in such
          offering  without  materially  and  adversely  affecting  the  offering  price or the market price of the
          Common Stock or would otherwise  jeopardize the offering,  then in the case of any registration  pursuant
          to this Section 2, the Company will  include in such  registration  to the extent of the number which the
          Company is so advised can be sold in such  offering  without  such  material  adverse  effect,  first the
          securities,  if any, being sold by the Company,  second, the Registrable  Securities of the Stockholders,
          on a pro rata  basis  (based  on the  number  of  shares  of  Registrable  Securities  owned by each such
          Stockholder),  third, the Registrable  Securities of any other holder,  on a pro rata basis (based on the
          number of shares of Registrable  Securities  owned by each such holder),  and fourth the  securities,  if
          any, of any other  securities  holder of the  Company  entitled to  incidental  registration  rights with
          respect thereto, subject to the limitations of Section 7.

                  Notwithstanding   the  foregoing,   the  holders  of  Registrable   Securities   other  than  the
 Stockholders  will not be entitled to  participate  in any  registration  pursuant to this Section 2 to the extent
 that the managing  underwriter (or, in the case of an offering that is not underwritten,  a nationally  recognized
 investment  banker)  determine  in good  faith and in  writing  (with a copy to each  affected  Person  requesting
 registration of Registrable  Securities)  that the  participation  of any such holder would  adversely  affect the
 marketability  or  offering  price  of the  securities  being  sold  by the  Company  or any  Stockholder  in such
 registration.

                   The  Company  will pay all  Registration  Expenses  in  connection  with  each  registration  of
  Registrable  Securities requested pursuant to this Section 2, provided that each seller of Registrable Securities
  shall pay all  Registration  Expenses to the extent  required to be paid by such seller under  applicable law and
  all  underwriting  discounts and commissions  and transfer  taxes,  if any. No  registration  effected under this
  Section 2 shall relieve the Company from its obligation to effect registrations under Sections 1.1.

3.  Registration  Procedures.  If and whenever the Company is required to use its best efforts to effect
  the  registration of any Registrable  Securities  under the Securities Act as provided in Sections 1.1 and 2, the
  Company will promptly:
(a)      prepare,  and as  soon as  practicable,  but in any  event  within  60  days  thereafter,  file  with  the
          Commission,  a registration  statement  with respect to such  Registrable  Securities,  make all required
          filings  with the NASD and use its  reasonable  best  efforts to cause  such  registration  statement  to
          become effective as soon as practicable;
(b)      prepare  and  promptly  file  with the  Commission  such  amendments  and  post-effective  amendments  and
          supplements  to such  registration  statement and the prospectus  used in connection  therewith as may be
          necessary to keep such  registration  statement  effective  for so long as is required to comply with the
          provisions  of the  Securities  Act and to complete the  disposition  of all  securities  covered by such
          registration  statement in accordance with the intended method or methods of disposition  thereof, but in
          no event for a period of more than six months after such registration statement becomes effective;
(c)      furnish  copies  of all  documents  proposed  to be filed  with the  Commission  in  connection  with such
          registration to

                            (i) in the case of a  registration  pursuant  to Section 1.1 or 2 in which CPII or CTW
                   is participating,  counsel selected by CPII or CTW, or, at any time when CPII or CTW owns fewer
                   Registrable  Securities than its Permitted  Transferees,  counsel selected by those entities or
                   individuals  (whether acting individually or as a group), in each case, owning in excess of 50%
                   of the outstanding Registrable Securities then owned by CPII and its Permitted Transferees,  or
                   by CTW and its  Permitted  Transferees,  as applicable  (for purposes of this Section  3(c)(i),
                   each  holder of a Warrant  shall be deemed the owner and holder of the  Registrable  Securities
                   issuable upon the exercise thereof), and

                            (ii) in the case of a  registration  pursuant to Section 1.1 or 2 in which MCM Holding
                  Distributees  are  participating,  counsel  selected  by  the  holders  of at  least  51% of the
                  Registrable  Securities proposed to be sold by such MCM Holding  Distributees in connection with
                  such registration (such holders, the "Majority Holders"),

 and such documents shall be subject to the review of such counsel and CPII,  CTW, or their  Permitted  Transferees
 or the  Majority  Holders,  as the case may be,  and the  Company  shall not file any  registration  statement  or
 amendment or  post-effective  amendment or supplement to such  registration  statement or the  prospectus  used in
 connection  therewith  to which  either  such  counsel or CPII,  or CTW,  or their  Permitted  Transferees  or the
 Majority  Holders,  as the case may be,  shall  have  reasonably  objected  in writing  on the  grounds  that such
 amendment or supplement does not comply  (explaining  why) in all material  respects with the  requirements of the
 Securities Act or of the rules or regulations thereunder.

                            (d)       furnish  to each  seller of  Registrable  Securities,  without  charge,  such
          number of conformed  copies of such  registration  statement and of each such  amendment  and  supplement
          thereto (in each case  including all exhibits and documents  filed  therewith)  and such number of copies
          of the prospectus  included in such  registration  statement  (including each preliminary  prospectus and
          any  summary  prospectus)  and any other  prospectus  filed under Rule 424 under the  Securities  Act, in
          conformity  with the  requirements of the Securities  Act, and such other  documents,  as such seller may
          reasonably  request in order to facilitate the  disposition of the Registrable  Securities  owned by such
          seller in accordance with the intended method or methods of disposition thereof;
(e)      use its  reasonable  best  efforts to  register or qualify  such  Registrable  Securities  covered by such
          registration  statement under the securities or blue sky laws of such  jurisdictions as each seller shall
          reasonably  request,  and do any and all other acts and things  which may be  necessary  or  advisable to
          enable such seller to consummate the  disposition of such  Registrable  Securities in such  jurisdictions
          in  accordance  with the intended  method or methods of  disposition  thereof,  provided that the Company
          shall not for any such purpose be required to qualify  generally to do business as a foreign  corporation
          in any  jurisdiction  wherein it is not so  qualified,  subject  itself to taxation  in any  jurisdiction
          wherein it is not so subject,  or take any action  which would  subject it to general  service of process
          in any jurisdiction wherein it is not so subject;
(f)      use its  reasonable  best  efforts  to cause  all  Registrable  Securities  covered  by such  registration
          statement  to be  registered  with or  approved  by such  other  governmental  agencies,  authorities  or
          self-regulatory  bodies as may be necessary by virtue of the  business and  operations  of the Company to
          enable the seller or sellers  thereof to consummate  the  disposition of such  Registrable  Securities in
          accordance with the intended method or methods of disposition thereof;
(g)      furnish to each seller of Registrable Securities a signed counterpart, addressed to the sellers, of

                                     (i)    an  opinion  of  outside   counsel  for  the  Company   experienced  in
                            securities  law matters,  dated the effective date of the  registration  statement (or,
                            if  such  registration  includes  an  underwritten  public  offering,  the  date of the
                            closing under the underwriting agreement), and

                                     (ii) a  "comfort"  letter  (unless the  registration  is pursuant to Section 2
                           and  such  a  letter  is not  otherwise  being  furnished  to the  Company),  dated  the
                           effective  date of such  registration  statement (and if such  registration  includes an
                           underwritten  public  offering,  dated the date of the  closing  under the  underwriting
                           agreement),  signed  by the  independent  public  accountants  who have  issued an audit
                           report on the Company's  financial  statements  included in the registration  statement,
                           covering  such matters as are  customarily  covered in opinions of issuer's  counsel and
                           in accountants'  letters delivered to the underwriters in underwritten  public offerings
                           of  securities,  subject  to  such  qualifications  as are  customary  in  opinions  and
                           accountants' letters delivered in such circumstances;

                             (h) notify each seller of any  Registrable  Securities  covered by such  registration
          statement  at any time  when a  prospectus  relating  thereto  is  required  to be  delivered  under the
          Securities  Act of the  happening  of any  event  or  existence  of any fact as a  result  of which  the
          prospectus included in such registration statement as then in effect,  includes an untrue statement of a
          material  fact or omits to state any material  fact  required to be stated  therein or necessary to make
          the statements therein not misleading in light of the circumstances  then existing,  and, as promptly as
          is practicable,  prepare and furnish to such seller a reasonable  number of copies of a supplement to or
          an amendment of such  prospectus as may be necessary so that, as thereafter  delivered to the purchasers
          of such securities such prospectus  shall not include an untrue  statement of a material fact or omit to
          state a material  fact  required to be stated  therein or necessary to make the  statements  therein not
          misleading in light of the circumstances then existing;

                             (i) otherwise  comply with all applicable  rules and  regulations of the  Commission,
          and make available to its security holders, as soon as reasonably practicable,  an earnings statement of
          the Company (in form complying  with the  provisions of Rule 158 under the Securities  Act) covering the
          period of at least 12 months,  but not more than 18 months,  beginning  with the first  month  after the
          effective date of such registration statement;

                            (j) notify  each seller of any  Registrable  Securities  covered by such  registration
          statement (i) when the  prospectus or any  prospectus  supplement or  post-effective  amendment has been
          filed, and, with respect to such registration statement or any post-effective  amendment,  when the same
          has become  effective,  (ii) of any request by the  Commission  for  amendments or  supplements  to such
          registration  statement or to amend or to  supplement  such  prospectus or for  additional  information,
          (iii) of the  issuance  by the  Commission  of any  stop  order  suspending  the  effectiveness  of such
          registration  statement or the initiation of any proceedings for that purpose and (iv) of the suspension
          of the qualification of such securities for offering or sale in any jurisdiction,  or of the institution
          of any proceedings for any of such purposes;
                            (k) use every  reasonable  effort to obtain  the  lifting of any stop order that might
          be issued suspending the effectiveness of such registration statement as soon as practicable;

                            (l) use its  reasonable  best efforts (i) (A) to list such  Registrable  Securities on
          any  securities  exchange on which the equity  securities  of the Company are then listed or, if no such
          equity  securities  are then listed,  on an exchange  selected by the  Company,  if such listing is then
          permitted  under  the rules of such  exchange,  or (a) if such  listing  is not  practicable,  to secure
          designation of such securities as a NASDAQ  "national market system security" within the meaning of Rule
          IIAa2-l under the Exchange Act or,  failing that, to secure NASDAQ  authorization  for such  Registrable
          Securities,  and, without limiting the foregoing,  to arrange for at least two market makers to register
          as such with respect to such Registrable  Securities with the NASD, and (ii) to provide a transfer agent
          and registrar for such  Registrable  Securities not later than the effective  date of such  registration
          statement  and to instruct such  transfer  agent (A) to release any stop transfer  order with respect to
          the certificates with respect to the Registrable  Securities being sold and (B) to furnish  certificates
          without  restrictive  legends  representing  ownership of the shares being sold,  in such  denominations
          requested by the sellers of the Registrable Securities or the lead underwriter;

                            (m)  enter  into  such  agreements  and take  such  other  actions  as the  sellers  of
          Registrable  Securities or the  underwriters  reasonably  request in order to expedite or facilitate  the
          disposition  of  such  Registrable  Securities,   including,  without  limitation,   preparing  for,  and
          participating  in,  such  number of "road  shows" and all such  other  customary  selling  efforts as the
          underwriters reasonably request in order to expedite or facilitate such disposition;

                            (n)  furnish  to any  holder  of such  Registrable  Securities  such  information  and
          assistance as such holder may reasonably  request in connection  with any "due  diligence"  effort which
          such seller deems appropriate; and

                            (o) use its best efforts to take all other steps necessary to effect the  registration
          of such Registrable Securities contemplated hereby.

          As a condition to its registration of Registrable  Securities of any prospective seller, the Company may
 require such seller of any  Registrable  Securities as to which any  registration is being effected to furnish to
 the Company such information  regarding such seller, its ownership of Registrable  Securities and the disposition
 of such  Registrable  Securities as the Company may from time to time reasonably  request in writing and as shall
 be  required by law in  connection  therewith,  together  with such  certificates,  if any, as may be required to
 permit the delivery of the opinions and comfort  letters  contemplated  by Section 3(g) and the  execution of the
 underwriting  agreement and the delivery of the documents required to be delivered  thereunder.  Each such holder
 agrees to  furnish  promptly  to the  Company  all  information  required  to be  disclosed  in order to make the
 information previously furnished to the Company by such holder not materially misleading.

           The Company agrees not to file or make any amendment to any registration  statement with respect to any
 Registrable Securities,  or any amendment of or supplement to the prospectus used in connection therewith,  which
 refers to any seller of any Registrable  Securities covered thereby by name, or otherwise  identifies such seller
 as the  holder of any  Registrable  Securities,  without  the  consent of such  seller,  such  consent  not to be
 unreasonably withheld or delayed, unless such disclosure is required by law.

          By acquisition of Registrable  Securities,  each holder of such Registrable Securities shall be deemed to
 have agreed that upon receipt of any notice from the Company of the  happening of any event of the kind  described
 in Section 3(h),  such holder will  promptly  discontinue  such holder's  disposition  of  Registrable  Securities
 pursuant to the registration  statement  covering such  Registrable  Securities until such holder's receipt of the
 copies of the  supplemented  or amended  prospectus  contemplated  by Section 3(h). If so directed by the Company,
 each holder of Registrable  Securities  will deliver to the Company (at the Company's  expense) all copies,  other
 than permanent file copies,  in such holder's  possession of the prospectus  covering such Registrable  Securities
 at the time of receipt  of such  notice.  In the event that the  Company  shall give any such  notice,  the period
 mentioned  in Section 3(b) shall be extended by the number of days during the period from and  including  the date
 of the giving of such notice to and including the date when each seller of any Registrable  Securities  covered by
 such  registration   statement  shall  have  received  the  copies  of  the  supplemented  or  amended  prospectus
 contemplated by Section 3(h).

4.       Underwritten Offerings.

4.1.     Underwriting  Agreement.  If requested by the underwriters for any underwritten offering pursuant to
 a registration  requested under Section 1.1 or 2, the Company shall enter into an underwriting agreement with the
 underwriters  for such  offering,  such  agreement to be  reasonably  satisfactory  in substance  and form to the
 underwriters and to a majority of the  Stockholders  participating in such  registration.  Any such  underwriting
 agreement  shall contain such  representations  and warranties by the Company and such other terms and provisions
 as are customarily contained in agreements of this type,  including,  without limitation and unless waived by all
 Stockholders participating in such registration,  indemnities to the effect and to the extent provided in Section
 9. The  holders  of  Registrable  Securities  to be  distributed  by such  underwriter  shall be  parties to such
 underwriting  agreement and may, at their option,  require that any or all of the  representations and warranties
 by, and the  agreements  on the part of, the Company to and for the benefit of such  underwriters  be made to and
 for the benefit of such holders of Registrable  Securities and that any or all of the conditions precedent to the
 obligations of such  underwriters  under such  underwriting  agreement shall also be conditions  precedent to the
 obligations  of such  holders of  Registrable  Securities.  No  underwriting  agreement  (or other  agreement  in
 connection  with such  offering)  shall require any  Stockholder,  in its capacity as  stockholder or controlling
 Person, to make any  representations  or warranties to, or agreements with, the Company or the underwriters other
 than representations,  warranties or agreements regarding such holder, the ownership of such holder's Registrable
 Securities and such holder's intended method or methods of disposition and any other  representation  required by
 law or to finish any  indemnity  to any Person  which is broader  than the  indemnity  furnished  by such  holder
 pursuant to Section 9.2.

4.2.     Selection  of  Underwriters.  If the Company at any time proposes to register any of its  securities
  under the Securities Act for sale for its own account  pursuant to an  underwritten  offering in which holders of
  Registrable  Securities  are  participants,  the Company will have the right to select the  managing  underwriter
  (which shall be of  nationally  recognized  standing) to  administer  the  offering;  provided,  the Company must
  obtain the prior  approval of its  selection of a managing  underwriter,  such  approval  not to be  unreasonably
  withheld,  from any  Stockholder  who,  individually  or acting with a group,  owns at least 20% of the aggregate
  number of shares (or rights to acquire shares) of common stock proposed to be registered in the registration.

  Notwithstanding  the foregoing  sentence,  whenever a registration  requested  pursuant to Section 1.1 is for an
  underwritten  offering, the Requesting Party will have the right to select the managing underwriter (which shall
  be of nationally  recognized  standing) to administer  the offering,  but only with the approval of the Company,
  such approval not to be unreasonably withheld.

5.       Holdback  Agreements.(a)  If and  whenever  the  Company  proposes  to  register  any of its  equity
 securities  under the Securities Act for its own account (other than on Form S-4 or S-8 or any successor  form) or
 is  required  to use its best  efforts  to  effect  the  registration  of any  Registrable  Securities  under  the
 Securities Act pursuant to Section 1.1 or 2, each holder of Registrable  Securities  agrees by acquisition of such
 Registrable  Securities not to request registration under Section 1.1 of any Registrable  Securities and, if it is
 then an officer,  director or the beneficial  owner  (determined in accordance  with Rule 13d-3 under the Exchange
 Act) of more than 5% of any class of the  Company's  equity  securities  (or any  securities  convertible  into or
 exchangeable  or exercisable  for any of such  securities),  not to effect any public sale or  distribution of the
 Company's equity  securities  (other than pursuant to such  registration),  within seven days prior to and 90 days
 (unless  advised  in  writing  by the  managing  underwriter  that a longer  period,  not to exceed  180 days,  is
 required,  or such shorter period as the managing  underwriter for any underwritten  offering may agree) after the
 effective date of the registration statement relating to such registration, except its part of such registration.

                  (b) The Company agrees not to effect any public sale or  distribution  of its equity  securities
 or securities  convertible into or exchangeable or exercisable for any of such securities within seven days prior
 to and 90 days (unless  advised in writing by the managing  underwriter  that a longer period,  not to exceed 180
 days, is required,  or such shorter period as the managing  underwriter for any underwritten  offering may agree)
 after the effective  date of any  registration  statement  filed  pursuant to Section 1.1 (except as part of such
 registration  or pursuant to a  registration  on Form S-4 or S-8 or any successor  form).  In addition,  upon the
 request of the managing  underwriter,  the Company shall use its  reasonable  best efforts to cause each officer,
 director or beneficial  owner  (determined in accordance  with Rule 13d-3 under the Exchange Act) of more than 5%
 of any  class  of the  Company's  equity  securities  (or any  securities  convertible  into or  exchangeable  or
 exercisable for any of such securities),  other than any such securities acquired in a public offering,  to agree
 not to effect any such public sale or distribution of such securities  during such period,  except as part of any
 such  registration if permitted,  and to cause each such officer,  director and beneficial holder to enter into a
 similar agreement to such effect with the Company.

6.       Preparation;   Reasonable   Investigation.   In  connection  with  the  preparation  and  filing  of  each
registration  statement  registering  Registrable  Securities  under the Securities  Act, the Company will give the
holders of such  Registrable  Securities so to be registered and their  underwriters,  if any, and their respective
counsel and  accountants the opportunity to participate in the  preparation of such  registration  statement,  each
prospectus  included therein or filed with the Commission,  and each amendment thereof or supplement  thereto,  and
will  give  each of them such  access  to the  financial  and other  records,  pertinent  corporate  documents  and
properties of the Company and its subsidiaries  and such  opportunities to discuss the business of the Company with
its officers and the independent  public  accountants who have issued audit reports on its financial  statements as
shall be reasonably requested by such holders in connection with such registration statement.

7.       No Grant of Future  Registration  Rights. The Company shall not, during the term of this Agreement,  grant
to any Person (a) any other demand  registration  rights, or (b) any incidental  registration  rights that are of a
higher  priority to the rights granted to the holders of  Registrable  Securities  under Section 2 hereof,  in each
case,  without the prior written  consent of the MCM Holding  Distributees  Majority,  CPII and CTW, so long as the
MCM Holding  Distributees (as a group),  CPII and CTW  respectively,  continue to own at least 10% of the number of
shares of Common Stock owned  thereby (or, in the case of CTW,  shares of common stock  Warrants,  or a combination
of both,  that  represent,  in any case and in the aggregate,  at least 10% of the number of shares of Common Stock
issuable upon  exercise of the Warrants  owned  thereby),  respectively,  on the date hereof.  For purposes of this
Section 7, prior  written  consent  required  under this Section 7 must also be obtained  from any of the Permitted
Transferees  of the MCM Holding  Distributees  Majority,  CPII and CTW,  respectively,  who at the time  consent is
required,  own at least 10% of the  aggregate  number of shares of Common Stock owned thereby (or, in the case of a
CTW Permitted Transferee,  shares of common stock, Warrants, or a combination of both, that represent,  in any case
and in the  aggregate,  at least 10% of the number of shares of Common Stock issuable upon exercise of the Warrants
owned thereby), respectively, on the date hereof.

8.       [Reserved)
9.       Indemnification.

9 1      Indemnification  by the Company.  In the event of any  registration of any  Registrable  Securities
  pursuant to this  Agreement,  the Company  agrees to indemnify,  defend and hold harmless (a) each seller of such
  Registrable  Securities,  (b) the directors,  members,  stockholders,  officers partners,  employees,  agents and
  Affiliates of such seller,  (c) each Person who  participates  as an  underwriter in the offering or sale of such
  securities,  and (d) each person,  if any who controls (within the meaning of Section 15 of the Securities Act or
  Section 20 of the Exchange Act) any of the foregoing,  against any and all losses, claims,  damages,  expenses or
  other  liabilities (or actions or proceedings in respect thereof),  jointly or severally,  directly or indirectly
  based upon or arising out of (i) any untrue  statement or alleged  untrue  statement  of a fact  contained in any
  registration  statement under which such  Registrable  Securities  were registered  under the Securities Act, any
  preliminary  prospectus,  final prospectus or summary prospectus contained therein or used in connection with the
  offering of securities  covered thereby or any amendment or supplement  thereto,  or (ii) any omission or alleged
  omission  to state a fact  required  to be  stated  therein  or  necessary  to make the  statements  therein  not
  misleading,  except insofar as any such loss, claim, damage, liability,  action, proceeding or expense arises out
  of or is  based  upon  (A) an  untrue  statement  or  omission  made in such  registration  statement,  any  such
  preliminary  prospectus,  final prospectus,  summary prospectus,  amendment or supplement in reliance upon and in
  conformity with written information  furnished to the Company by such seller expressly for use in the preparation
  thereof, or (B) any preliminary prospectus to the extent that any such loss claim, damage,  liability,  action or
  proceeding  results solely from the fact that the seller sold  Registrable  Securities to a person as to whom the
  Company shall  establish that there was not sent by  commercially  reasonable  means,  at or prior to the written
  confirmation  of such sale,  a copy of the final  prospectus  in any case where such  delivery is required by the
  Securities Act, if the Company has previously  furnished  copies thereof in sufficient  quantity to the seller or
  the underwriters for such offering and the loss, claim, damage,  liability,  action or proceeding results from an
  untrue  statement or omission of a material fact contained in the  preliminary  prospectus  that was corrected in
  the final prospectus.  The Company will reimburse each such indemnified party for any legal or any other expenses
  reasonably  incurred  by them in  connection  with  enforcing  its  rights  hereunder  or under the  underwriting
  agreement  entered into in connection with such offering or investigating,  preparing,  pursuing or defending any
  such loss, claim, damage, liability,  action or proceeding.  Such indemnity shall remain in full force and effect
  regardless  of any  investigation  made  by such  indemnified  party  and  shall  survive  the  transfer  of such
  Registrable  Securities  by such  seller.  If the  Company is  entitled  to, and does,  assume the defense of the
  related action or proceedings  provided herein,  then the indemnity agreement contained in this Section 9.1 shall
  not apply to amounts paid in settlement of any such loss, claim, damage, liability,  action or proceeding if such
  settlement is effected  without the consent of the Company (which consent shall not be  unreasonably  withheld or
  delayed).  The Company shall also indemnify any  underwriters  of the  Registrable  Securities,  their  officers,
  directors and employees,  and each person who controls (within the meaning of Section 15 of the Securities Act or
  Section 20 of the  Exchange  Act) to the same extent as provided  above with  respect to  indemnification  of the
  seller of Registrable Securities.

9.2.     Indemnification  by  the  Sellers.  The  Company  may  require,  as a  condition  to  including  any
 Registrable  Securities in any  registration  statement filed pursuant to Section 1.1 or 2 that the Company shall
 have  received  an  undertaking  reasonably  satisfactory  to it from  each of the  prospective  sellers  of such
 Registrable  Securities to indemnify and hold  harmless,  severally,  not jointly,  in the same manner and to the
 same extent as set forth in Section  9.1,  the  Company,  its  directors,  officers,  employees,  agents and each
 person,  if any,  who  controls  (within  the  meaning of Section 15 of the  Securities  Act or Section 20 of the
 Exchange  Act) the  Company,  but only with respect to any written  information  furnished to the Company by such
 seller  expressly for use in the  preparation  of such  registration  statement,  preliminary  prospectus,  final
 prospectus,  summary  prospectus,  amendment  or  supplement.  (The  Company and the  holders of the  Registrable
 Securities  hereby  acknowledge and agree that unless  otherwise  expressly agreed to in writing by such holders,
 the only  information  furnished  or to be  furnished  to the Company for use in any  registration  statement  or
 prospectus  relating to the  Registrable  Securities or in any  amendment,  supplement or  preliminary  materials
 associated  therewith  are  statements  specifically  relating to (a)  transactions  between  such holder and its
 Affiliates,  on the one hand,  and the  Company,  on the other hand,  (b) the  beneficial  ownership of shares of
 Common Stock by such holder and its  Affiliates  and (c) the name and address of such holder.  If any  additional
 information about such holder or the plan of distribution  (other than for an underwritten  offering) is required
 by law to be  disclosed in any such  document,  then such holder shall not  unreasonably  withhold its  agreement
 referred to in the  immediately  preceding  sentence of this Section  9.2.) Such  indemnity  shall remain in full
 force and effect,  regardless  of any  investigation  made by or on behalf of the  Company or any such  director,
 officer or controlling  Person and shall survive the transfer of such Registrable  Securities by such seller. The
 indemnity  agreement  contained  in this Section 9.2 shall not apply to amounts  paid in  settlement  of any such
 loss, claim, damage,  liability,  action or proceeding if such settlement is effected without the consent of such
 seller (which consent shall not be unreasonably  withheld or delayed).  The indemnity  provided by each seller of
 Registrable  Securities under this Section 9.2 shall be limited in amount to the net amount of proceeds  actually
 received by such seller from the sale of Registrable  Securities  pursuant to such registration  statement giving
 rise to such liability.

9.3.     Notices  of  Claims,  etc.  Promptly  after  receipt  by an  indemnified  party  of  notice  of  the
 commencement  of any action or  proceeding  involving a claim  referred  to in the  preceding  paragraphs  of this
 Section 9, such  indemnified  party  will,  if a claim in respect  thereof is to be made  against an  indemnifying
 party,  give written notice to the indemnifying  party of the commencement of such action or proceeding,  provided
 that the failure of any  indemnified  party to give notice as provided  herein shall not relieve the  indemnifying
 party of its  obligations  under the  preceding  paragraphs  of this  Section  9,  except to the  extent  that the
 indemnifying  party is materially  prejudiced  by such failure to give notice.  In case any such action is brought
 against an indemnified  party,  the indemnifying  party will be entitled to participate  therein and to assume the
 defense thereof jointly with any other  indemnifying  party  similarly  notified,  to the extent that it may wish,
 with counsel  reasonably  satisfactory to such indemnified  party, and after notice from the indemnifying party to
 such  indemnified  party of its  election so to assume the defense  thereof,  the  indemnifying  party will not be
 liable  to such  indemnified  party  for any  legal or other  expenses  subsequently  incurred  by the  latter  in
 connection with the defense  thereof except for the reasonable  fees and expenses of any counsel  retained by such
 indemnified party to monitor such action or proceeding.  Notwithstanding the foregoing,  if such indemnified party
 reasonably  determines,  based upon advice of  independent  counsel,  that either a conflict of interest may exist
 between the  indemnified  party and the  indemnifying  party with  respect to such action and that it is advisable
 for such  indemnified  party to be represented by separate counsel or that there may be one or more legal defenses
 available to it which are  different  from or  additional  to those  available  to the  indemnifying  party,  such
 indemnified party may retain other counsel,  reasonably  satisfactory to the indemnifying party, to represent such
 indemnified  party,  and the  indemnifying  party shall pay all reasonable  fees and expenses of such counsel.  No
 indemnifying  party,  in the  defense of any such claim or  litigation,  shall,  except  with the  consent of such
 indemnified  party,  which consent shall not be unreasonably  withheld,  consent to entry of any judgment or enter
 into any  settlement  which does not  include as an  unconditional  term  thereof  the giving by the  claimant  or
 plaintiff to such  indemnified  party of a release from all liability in respect of such claim or litigation.  The
 rights  accorded to any  indemnified  party  hereunder  shall be in  addition to any rights that such  indemnified
 party may have at common law, by separate agreement or otherwise.

9.4.     Other  Indemnification.  Indemnification  similar to that  specified in the  preceding  paragraphs of
 this  Section 9 (with  appropriate  modifications)  shall be given by the Company  and each seller of  Registrable
 Securities  with  respect  to  any  required   registration  (other  than  under  the  Securities  Act)  or  other
 qualification  of such  Registrable  Securities  under any federal or state law or regulation of any  governmental
 authority.

9.5.     Indemnification  Payments. Any indemnification  required to be made by an indemnifying party pursuant
 to this Section 9 shall be made by periodic  payments to the indemnified  party during the course of the action or
 proceeding,  as and when bills are received by such  indemnifying  party,  with respect to an  idemnifiable  loss,
 claim, damage, liability or expense incurred by such indemnified party.

9.6.     Other Remedies.  If for any reason the foregoing  indemnity is  unavailable,  or is  insufficient to
 hold  harmless  an  indemnified  party,  other  than by  reason  of the  exceptions  provided  therein,  then  the
 indemnifying  party shall  contribute to the amount paid or payable by the  indemnified  party as a result of such
 losses, claims,  damages,  liabilities,  actions,  proceedings or expenses in such proportion as is appropriate to
 reflect the relative  benefits to and faults of the indemnifying  party on the one hand and the indemnified  party
 on the other in  connection  with the  offering of  Registrable  Securities  and the  statements  or  omissions or
 alleged  statements or omissions which resulted in such loss,  claim,  damage,  liability,  action,  proceeding or
 expense,  as well as any other relevant  equitable  considerations.  The relative fault of the indemnifying  party
 and of the  indemnified  party  shall be  determined  by  reference  to,  among other  things,  whether the untrue
 statement of a material  fact or the  omission to state a material  fact  relates to  information  supplied by the
 indemnifying  party  or by  the  indemnified  party  and  the  parties'  relative  intent,  knowledge,  access  to
 information  and  opportunity to correct or prevent such  statements or omissions.  No person guilty of fraudulent
 misrepresentation  (within the meaning of Section 1 l(f) of the Securities  Act) shall be entitled to contribution
 from  any  person  who was not  guilty  of such  fraudulent  misrepresentation.  No  party  shall  be  liable  for
 contribution  under this Section 9.6 except to the extent as such party would have been liable to indemnify  under
 this Section 9 if such indemnification were enforceable under applicable law.

          The  parties  hereto  agree that it would not be just and  equitable  if  contribution  pursuant to this
 Section 9.6 were  determined  by pro rata  allocation  or by any other method of  allocation  which does not take
 account of the equitable considerations referred to in the immediately preceding paragraph.

10.      Representations  and  Warranties.  Each  Stockholder,  and  in  the  case  of  the  MCM  Holding
 Distributees,  the MCM Holding Distributees Majority acting on behalf of the MCM Holding Distributees,  severally
 and not jointly, represents and warrants to the Company and each other Stockholder that:

                   (i) such Stockholder has the power,  authority and capacity,  (on in the case of any Stockholder
 that is a  corporation,  limited  liability  company or limited  partnership,  all  corporate,  limited  liability
 company or limited  partnership  power and  authority,  as the case may be) to execute,  deliver and perform  this
 Agreement;

                    (ii)   in the case of a  Stockholder  that is a  corporation,  limited  liability  company  or
  limited  partnership,  the execution,  delivery and  performance of this Agreement by such  Stockholder has been
  duly and validly  authorized  and approved by all  necessary  corporate,  limited  liability  company or limited
  partnership action, as the case may be;

                    (iii)  this  Agreement  has been duly and validly  executed and  delivered by such  Stockholder
 and constitutes a valid and legally  binding  obligation of such  Stockholder,  enforceable in accordance with its
 terms, subject to bankruptcy, insolvency,  reorganization,  moratorium or other similar laws affecting or relating
 to creditors' rights generally and general principles of equity; and

                    (iv)   the execution,  delivery and performance of this Agreement by such  Stockholder does not
 and will not  violate  the  terms of or result  in the  acceleration  of any  obligation  under  (A) any  material
 contract,  commitment  or  other  material  instrument  to which  such  Stockholder  is a party  or by which  such
 Stockholder  is bound,  (B) in the case of a  Stockholder  that is a  corporation,  limited  liability  company or
 limited  partnership,  the  certificate  of  incorporation,  certificate  of  formation,  certificate  of  limited
 partnership,  by-laws,  operating agreement or limited partnership agreement,  as the case may be, or (C) any law,
 statute, regulation, order or decree applicable to such Stockholder.

11.      Definitions.  For purposes of this Agreement, the following terms shall have the following
 respective meanings:

                   Affiliate:  (i) with respect to any Person, a Person that directly, or indirectly through one or
 more  intermediaries,  controls,  or is controlled by, or is under common control with, such Person, and (ii) with
 respect to any natural  Person,  (A) the spouse,  parents and direct  descendants of such Person,  (B) the estate,
 testamentary trust, trustees,  executors,  administrators,  legatees or testamentary beneficiaries of such Person,
 and (C) any trust established by such Person for the exclusive benefit of any of the foregoing Persons.

                  Affiliated  Stockholder:  with  respect to CPII,  CTW and the MCM Holding  Distributees,  each of
 their  respective  Affiliates,  in each case, if and so long as it owns any Registrable  Securities and has agreed
 in writing to be bound by the terms and conditions of this  Agreement,  a copy of which  agreement shall have been
 delivered to the Company.
                  Board: the board of directors of the Company. Commission: the
                  Securities and Exchange Commission.

                  Common  Stock:  the Common Stock of the Company,  par value $.01 per share,  and any  securities
 into which such Common Stock shall have been changed or any  securities  resulting from any  reclassification  of
 such Common Stock.

                  Exchange  Act:  the  Securities  Exchange  Act of 1934,  as amended,  or any  successor  federal
 statute, and the rules and regulations thereunder which shall be in effect at the time.

                 Majority Holders: as defined in Section 3(c).

                   MCM Holding  Distributees  Majority:  at any time, the owners of at least 51% of the Registrable
  Securities then owned by the MCM Holding Distributees.
                   NASD: National Association of Securities Dealers, Inc. NASDAQ:
                   the Nasdaq National Market.

                  Permitted Transferee:  as defined in Section 12.2 (and specifically  including the distributees,
  if any, of CTW, upon a dissolution,  termination or other  disposition of CTW which results in a distribution of
  Registrable Securities or Warrants of CTW).

                   Person: an individual,  corporation,  partnership,  limited liability  company,  joint venture,
  association,  trust or other entity or  organization,  including a government  or  political  subdivision  or an
  agency or instrumentality, thereof.

                   Registrable  Securities:  (i) with  respect  to CPII,  the MCM  Holding  Distributees  or their
 respective  Permitted  Transferees,  the shares of Common Stock  beneficially  owned  (within the meaning of Rule
 13d-3 of the  Exchange  Act) by each of them  (A) on June 30,  1999,  and (B)  issuable  under,  or  issued  upon
 exercise of, the warrants  issued  pursuant to that certain  Warrant  Agreement  dated as of January 12, 2000, by
 and between the Company and Triarc  Companies,  Inc., and (ii) with respect to CTW or its Permitted  Transferees,
 the shares of Common  Stock,  issued or  issuable,  under the  Warrants.  As to any  particular  shares of Common
 Stock,  such securities shall cease to be Registrable  Securities when (i) a registration  statement with respect
 to the sale of such securities  shall have become  effective  under the Securities Act and such securities  shall
 have been  disposed of in  accordance  with such  registration  statement,  (ii) they shall have been sold to the
 public  pursuant to Rule 144 under the Securities  Act, (iii) they shall have been  otherwise  transferred  other
 than  to  a  Permitted  Transferee  and  subsequent  disposition  of  them  shall  not  require  registration  or
 qualification  of them under the  Securities  Act or any similar  state law then in force or (iv) they shall have
 ceased to be outstanding.

                   Registration  Expenses:  all expenses  incident to the Company's  performance  of or compliance
 with any registration pursuant to this Agreement,  including,  without limitation,  (i) registration,  filing and
 NASD fees,  (ii) fees and  expenses  of  complying  with  securities  or blue sky laws,  (iii) fees and  expenses
 associated  with listing  securities on an exchange or NASDAQ,  (iv) word  processing,  duplicating  and printing
 expenses, (v) messenger and delivery expenses, (vi) transfer agents', trustees',  depositories',  registrars' and
 fiscal  agents  fees,  (vii) fees and  disbursements  of counsel for the Company  and of its  independent  public
 accountants,  including the expenses of any special audits or "cold comfort" letters,  (viii) reasonable fees and
 disbursements  of any one counsel  retained by the sellers of  Registrable  Securities,  which  counsel  shall be
 designated in the manner specified in Section 3 and (ix) any fees and  disbursements of underwriters  customarily
 paid by issuers or sellers of  securities,  but excluding  underwriting  discounts and  commissions  and transfer
 taxes, if any.

                   Securities Act: the Securities Act of 1933, as amended, or any successor federal
 statute, and the rules and regulations thereunder which shall be in effect at the time.

                    Stockholders:  (i)  CPII,  CTW and each MCM  Holding  Distributee,  in each  case,  (ii)  each
  Affiliated  Stockholder,  and  (iii)  each  Permitted  Transferee,  in any  case,  if and so long as it owns any
  Registrable Securities or Warrants.
                    Warrants: as defined in the Recitals to this Agreement.

12.      Miscellaneous.

12.1.    Rule 144. etc. If the Company shall have filed a registration  statement  pursuant to the  requirements of
 Section 12 of the Exchange Act or a  registration  statement  pursuant to the  requirements  of the Securities Act
 relating  to any class of  securities,  the  Company  will file the  reports  required to be filed by it under the
 Securities Act and the Exchange Act and the rules and regulations adopted by the Commission  thereunder,  and will
 take such  further  action as any holder of  Registrable  Securities  may  reasonably  request,  all to the extent
 required from time to time to enable such holder to sell Registrable  Securities  without  registration  under the
 Securities  Act within the  limitation of the  exemptions  provided by (A) Rule 144 under the  Securities  Act, as
 such rule may be  amended  from time to time or (b) any  successor  rule or  regulation  hereafter  adopted by the
 Commission.  Upon the request of any holder of Registrable  Securities,  the Company will deliver to such holder a
 written statement as to whether it has complied with such requirements.

12.2.    Successors.  Assigns and  Transferees.  This Agreement  shall be binding upon and insure to the benefit of
 the parties  hereto and their  respective  predecessors  and permitted  assigns under this Section 12.2.  Provided
 that an express  assignment  shall have been made, a copy of which shall have been delivered to the Company;,  the
 provisions of this  Agreement  which are for the benefit of a holder of  Registrable  Securities or Warrants shall
 be for the  benefit  of and  enforceable  by any  subsequent  holder of any  Registrable  Securities  or  Warrants
 ("Permitted  Transferees"),  subject to the provisions  respecting the minimum numbers or percentages of shares of
 Registrable  Securities  required  or  Warrants in order to be  entitled  to certain  rights,  or to take  certain
 actions, contained herein.

12.3.    Amendment  and  Modification.  This  Agreement  may be amended,  modified or  supplemented  by the Company
 with the  written  consent of CPII,  CTW,  the MCM  Holding  Distributees  Majority  and a majority  (by number of
 shares) of any other  holder of  Registrable  Securities  whose  interests  would be  adversely  affected  by such
 amendment  in a manner  different  from the effect  thereof on other  Registrable  Securities,  provided  that all
 Stockholders shall be notified of such amendment, modification or supplement.

12.4.    Governing  Law. This  Agreement and the rights and  obligations  of the parties  hereunder and the persons
 subject  hereto shall be governed by, and construed and  interpreted  in accordance  with, the law of the State of
 New York, without giving effect to the choice of law principles thereof.

12.5.    Invalidity of Provision.  The  invalidity or  unenforceability  of any provision of this  Agreement in any
 jurisdiction  shall not  affect  the  validity  or  enforceability  of the  remainder  of this  Agreement  in that
 jurisdiction  or the  validity  or  enforceability  of this  Agreement,  including  that  provision,  in any other
 jurisdiction.

12.6.    Notices. All notices,  requests,  demands,  letters,  waivers and other communications required or
 permitted  to be given  under this  Agreement  shall be in writing  and shall be deemed to have been duty given if
 (a) delivered personally,  (b) mailed,  certified or registered mail with postage prepaid, (c) sent by next-day or
 overnight mail or delivery or (d) sent by fax, as follows:

                    (i)   If to the Company, to it at:

                             MCM Capital Group, Inc.
                             5775 Roscoe Court
                              San Diego, California 92123
                             Attention: Chief Executive Officer
                             Telecopier No.: (858)309-6977

                    with a copy to:

                            MCM Capital Group, Inc.
                            5775 Roscoe Court
                            San Diego, California 92123
                            Attention: General Counsel
                            Telecopier No.: (858)309-6977

                   and a copy to:

                            Squire, Sanders &amp; Dempsey L.L.P.
                            40 North Central Avenue, Suite 2700
                            Phoenix, Arizona 85004
                            Attention: Timothy W. Moser
                            Telecopier No.: (602) 253-8129

                   (ii) If to CPH, to it at:

                            C.P. International Investments Limited
                            2nd Floor, Block A, Russell Court
                            St. Stephen's Green
                            Dublin 2, Ireland
                            Attention: Managing Director
                            Telecopier No.: (011) (353) 475-6605

                   with a copy to:

                            Consolidated Press Holdings Limited
                            54-58 Park
                            Sydney, NSW 2000 Australia
                            Attention: Corporate Secretary
                            Telecopier No.: (011) (61) (2) 9267-2150

                    and a copy to

                             Debevoise &amp; Plimpton
                             875 Third Avenue
                             New York, NY 10022
                             Attention: John M. Allen, Jr.
                             Telecopier No.: (212) 909-6836

                    (iii) If to any MCM Holding Distributee, to it at:

                             c/o Triarc Companies, Inc.
                             280 Park Avenue
                             New York, NY 10017
                             Attention: General Counsel
                             Telecopier No.: (212) 451 -3216

                  with a copy to:

                             Paul, Weiss, Rifkind, Wharton &amp; Garrison
                             1285 Avenue of the Americas
                             New York, NY 10019
                             Attention: Neale Albert, Esq. and Paul Ginsberg, Esq.
                             Telecopier No.: (212) 757-3990


                   (iv) If to CTW, to it at:

                            CTW Funding LLC
                            c/o Triarc Companies, Inc.
                            280 Park Avenue
                            New York, NY 10017
                            Attention: Brian Schorr
                            Telecopier No.: (212) 451 -3216

                   with a copy to:

                            Triarc Companies, Inc.
                            280 Park Avenue
                            New York, NY 10017
                            Attention: General Counsel
                            Telecopier No.: (212) 451-3216

                            and a copy to:

                            Debevoise &amp; Plimpton
                            875 Third Avenue New York, NY 10022
                            Attention: John M. Allen, Jr.
                            Telecopier No.: (212) 909-6836

  or to such other  person or address as any party  shall  specify by notice in writing to the  Company.  All such
  notices, requests,  demands, letters, waivers and other communications shall be deemed to have been received (w)
  if by personal  delivery on the day after such delivery,  (x) if by certified or registered  mail, on the eighth
  business day after the mailing thereof,  (y) if by next-day or overnight mail or delivery,  on the day delivered
  or (z) if by fax, on the next day  following  the day on which such fax was sent,  provided  that a copy is also
  sent by certified or registered mail.

12.7.    Headings;  Execution in  Counterparts.  The headings and  captions  contained  herein are for  convenience
 and shall not control or affect the  meaning or  construction  of any  provision  hereof.  This  Agreement  may be
 executed in any number of  counterparts,  each of which shall be deemed to be an original and which together shall
 constitute one and the same instrument.

12.8.    Injunctive  Relief.  Each of the parties recognizes and agrees that money damages may be insufficient and,
 therefore,  in the  event of a breach  of any  provision  of this  Agreement  the  aggrieved  party  may  elect to
 institute and prosecute  proceedings in any court of competent  jurisdiction to enforce specific performance or to
 enjoin the continuing  breach of this Agreement.  Such remedies shall,  however,  be cumulative and not exclusive,
 and shall be in addition to any other remedy which such party may have.

12.9.    Term.  This  Agreement  shall be effective as of the date hereof and shall  continue in effect  thereafter
 until the earlier of (a) its  termination by the consent of the parties hereto or their  respective  successors in
 interest,  (b) the date on which no  Registrable  Securities  remain  outstanding,  and (c) the date on which  the
 Requesting  Parties have  collectively  exhausted their respective rights to request  registrations  under Section
 1.1 and all  remaining  Registrable  Securities  are subject to  immediate  resale by the holder  thereof  without
 regard to volume limitation  pursuant to paragraph (k) of Rule 144 under the Securities Act; provided,  that after
 the date on which  the  Requesting  Parties  have  collectively  exhausted  their  respective  rights  to  request
 registrations  under Section 1.1, the rights and  obligations  under this  Agreement of any  individual  holder of
 Registrable  Securities  shall  terminate if and when all of such holder's  Registrable  Securities are subject to
 immediate  resale without regard to volume  limitation  pursuant to paragraph (k) of Rule 144 under the Securities
 Act.

12.10.   Further  Assurances.  Subject  to the  specific  terms  of this  Agreement,  each of the  Company  and the
 Stockholders  shall make,  execute,  acknowledge and deliver such other  instruments  and documents,  and take all
 such other actions,  as may be reasonably  required in order to effectuate  .the purposes of this Agreement and to
 consummate the transactions contemplated hereby.

12.11.   Restatement of First Registration Rights Agreement:  Entire Agreement.  This Agreement amends and
 restates in its  entirety  the First  Registration  Rights  Agreement.  This  Agreement is intended by the parties
 hereto as a final  expression of their  agreement  and intended to be a complete and exclusive  statement of their
 agreement and  understanding  in respect of the subject matter  contained  herein.  This Agreement  supersedes all
 prior agreements and understandings between the parties with respect to such subject matter.





                                  (Remainder of Page Intentionally Left Blank)



           IN WITNESS WHEREOF this Agreement has been signed by each of the parties hereto, and shall be
  effective as of the date first above written.


MCM CAPITAL GROUP, INC.


By: /s/ Carl C. Gregory, III

Name: Carl C. Gregory III
Title: President





 MCM HOLDING DISTRIBUTEES MAJORITY Triarc Companies, Inc.


By: /s/ John L. Barnes, Jr
Name: John L. Barnes, Jr.
Its:  EVP and CFO


By: /s/ Nelson Peltz
Name: Nelson Peltz


By: /s/ Peter W. May
Name: Peter W. May



C.P. INTERNATIONAL INVESTMENTS LIMITED


By: /s/David John Barnett
Name: David John Barnett
Title: Director


CTW FUNDING, LLC

By: /s/ Brian L.Schorr
Name: Brian L.Schorr Title: Manager

</PRE>


<HR SIZE=1  align=left width=90% color=black NOSHADE>


<PRE>

                                   SCHEDULE A
                            MCM HOLDING DISTRIBUTEES

 Madison West Associates Corp. Nelson Peltz Children's Trust Jonathan P.
 May 1998 Trust Leslie A. May 1998 Trust
 Eric D. Kogan
 Edward Garden
 John L. Barnes, Jr.
 JPAH Holdings, LLC
 Brian L. Schorr
 Stuart 1. Rosen
 James A. Knight
 Alex Lemond

</PRE>

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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>exhibit4-3.htm
<DESCRIPTION>AMEN- RESTATED REG RIGHTS
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 4.3</TITLE>
</HEAD>
<BODY>



   <PRE>




                                                                      Exhibit 4.3



                            FIRST AMENDMENT TO AMENDED AND
                             RESTATED REGISTRATION RIGHTS
                                       AGREEMENT


           This FIRST AMENDMENT TO AMENDED AND RESTATED  REGISTRATION RIGHTS AGREEMENT
  ("Amendment")  is dated as of March 13,  2001,  among MCM  CAPITAL  GROUP,  INC.,  a
  Delaware  corporation  ("Company").   C.P.  INTERNATIONAL   INVESTMENTS  LIMITED,  a
  Bahamian company (together with its Affiliated  Stockholders,  "CPII"). CTW FUNDING,
  LLC, a Delaware limited liability company ("CTW"),  and the MCM Holding Distributees
  Majority  (together  with each of the  persons  whose names are listed on Schedule A
  hereto and their  respective  Affiliated  Stockholders,  if any,  the "MCM  Holding
  Distributees").

                                  FACTUAL BACKGROUND

          A.       Under the Credit and Security Agreement dated as of October 31,
 2000 (the
 "Credit Agreement"). CTW agreed to make available to Midland Credit Management,
 Inc., a
 Kansas corporation ("Midland") a revolving credit facility upon the terms and
 conditions set forth
 therein.

          B.       To induce CTW to enter into the Credit Agreement, Company and CTW
 entered
 into the Warrant Agreement dated as of October 31, 2000 (the "Warrant Agreement")
 by and
 between Company and CTW.

          C.       To induce CTW to enter into the First Amendment to Credit
 Agreement, dated as
 of March 13, 2001 (the "Credit Amendment"), among Midland, CTW, Company and Midland
 Acquisition Corporation, Company has agreed (i) to issue to CTW, warrants to
 purchase up to
 an additional 200,000 shares of Common Stock; 50,000 to be issued on the date of
 each
 Renewal Notice (as defined in the Credit Amendment) and (ii) to grant certain
 registration rights
 to CTW with respect to the Common Stock underlying the Warrants.

          D.       The parties to this Amendment are parties to that certain Amended
 and Restated
 Registration Rights Agreement, dated as of October 31, 2000 (the "Registration
 Rights
 Agreement"), and it is a condition of the execution and delivery by CTW of the
 Credit
 Amendment that the Company enter into this Amendment.   (Capitalized terms used
 herein
 without definition have the meanings given to them in the Registration Rights
 Agreement.)

                                      AGREEMENT

          Therefore, the parties hereto agree as follows:

          1.      Modification of Registration  Rights  Agreement.  The  Registration
 Rights Agreement is hereby amended as follows:

                  (a)      Warrant Agreement.  Section 11 of the Registration Rights
          Agreement is hereby amended by adding the following definition:

                           "Warrant        Agreement"        means,
                           notwithstanding      the      definition
                           contained   in  the   Recitals  of  this
                           Agreement,    that    certain    Warrant
                           Agreement,   dated   October   31,  2000
                           between   the   Company   and  CTW,   as
                           amended,   supplemented   or   otherwise
                           modified from time to time.



                                                          1

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>


<PAGE>
                    (b)    Warrants.  The definition of 'Warrants" in Section 11 is
           hereby amended by replacing such definition with the following definition:

                             "Warrants" means,  notwithstanding  the
                             definition  contained  in the  Recitals
                             of  this  Agreement,  the  warrants  to
                             purchase  Common  Stock  issued  by the
                             Company to CTW  pursuant to the Warrant
                             Agreement.
2.       Incorporation.  This Amendment shall form a part of the Registration Rights
 Agreement, and all references hereafter to the Registration Rights Agreement in any
 document executed in connection with the Registration Rights Agreement shall mean
 the Registration Rights Agreement as hereby modified.
3.       No Impairment.  Except as specifically hereby amended, the Registration
 Rights Agreement shall remain unaffected by this Amendment and shall remain in full
 force and effect.
4.       Integration.  The Registration Rights Agreement and this Amendment:
 (a)  integrate  all the  terms  and  conditions  mentioned  in or  incidental  to the
 Registration   Rights   Agreement  and  this   Amendment;   (b)  supersede  all  oral
 negotiations  and prior and other writings with respect to their subject matter;  and
 (c) are  intended  by the  parties  as the final  expression  of the  agreement  with
 respect  to the  terms  and  conditions  set  forth  in  those  documents  and as the
 complete and  exclusive  statement  of the terms  agreed to by the parties.  If there
 is any conflict  between the terms,  conditions  and provisions of this Amendment and
 those of any other  agreement or instrument,  including any of the Loan Documents (as
 defined in the  Credit  Agreement),  the terms,  conditions  and  provisions  of this
 Amendment shall prevail.
5.       Miscellaneous.   This  Amendment  and  any  attached   consents  or  exhibits
 requiring  signatures may be executed in  counterparts,  and all  counterparts  shall
 constitute  but one and the same  document.  If any court of  competent  jurisdiction
 determines any provision of this Amendment or the  Registration  Rights  Agreement to
 be invalid,  illegal or unenforceable,  that portion shall be deemed severed from the
 rest,  which shall remain in full force and effect as though the invalid,  illegal or
 unenforceable  portion had never been a part of this  Amendment  or the  Registration
 Rights Agreement.  As used here, the word "include(s)"  means  "includes(s),  without
 limitation," and the word "including" means "including, but not limited to."
6.       Governing  Law.  This  Amendment  shall  be  governed  by  and  construed  in
 accordance  with the laws of the  State of New  York,  without  giving  effect to its
 principles  or rules of  conflict  of laws to the  extent  such  principles  or rules
 would require or permit the application of the laws of another jurisdiction.


                     [Balance of page intentionally left blank]















                                          2

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>


<PAGE>
         IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to be duly executed and delivered by their
proper and duly authorized officers as of the day and year first above written.



                                                     MCM CAPITAL GROUP, INC.


                                                     By:      /s/      Timothy W. Moser
                                                     Name:    Timothy W. Moser
                                                     Title:   Executive Vice President



                                                     CTW FUNDING, LLC


                                                     By:      /s/      Brian L. Schorr
                                                     Name:    Brian L. Schorr
                                                     Title: Manager



                                                     MCM HOLDING DISTRIBUTEES MAJORITY

                                                     Triarc Companies, Inc.

                                                     By:      /s/      John L. Barnes, Jr.
                                                     Name:    John L. Barnes, Jr.
                                                     Title:   Executive Vice President


                                                     By:   /s/____Nelson Peltz______________
                                                     Name: Nelson Peltz


                                                     By: /s/____Peter W. May_____________
                                                     Name: Peter W. May



                                                     C.P. INTERNATIONAL INVESTMENTS LIMITED


                                                     By:  /s/ David John Barnett
                                                     Name:    David John Barnett
                                                     Title:   Director




                                                                3


</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>


<PAGE>
                                                           SCHEDULE A
                                                 MCM HOLDING DISTRIBUTEES

  Madison West Associates Corp.

  Nelson Peltz Children's Trust

  Jonathan P. May 1998 Trust

 Leslie A. May 1998 Trust

 Eric D. Kogan

 Edward Garden

 John L. Barnes, Jr.

 JPAH Holdings, LLC

 Brian L. Schorr

 Stuart 1. Rosen

 James A. Knight

 Alex Lemond



                                                        4


</PRE>

</BODY>
</HTML>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>exhibit4-4.htm
<DESCRIPTION>WARRANT AGRMT
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 4.4</TITLE>
</HEAD>
<BODY>




<PRE>


                                                                                                                                           Exhibit 4.4





                                          WARRANT AGREEMENT








                                        dated as of December 20, 2000


                                               between


                                         MCM CAPITAL GROUP, INC.


                                                 and



                                         CFSC CAPITAL CORP. VIII




                                                 for
                                        Warrants to Purchase up to
                                      621,576 shares of Common Stock














                                                    - 1 -




</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>











<PAGE>
                                                 WARRANT AGREEMENT


          This  WARRANT  AGREEMENT,  dated as of  December  20,  2000 (this  "Agreement"),  is entered  into by and
 between MCM Capital Group, Inc., a Delaware  corporation (the "Company"),  and CFSC Capital Corp. VIII, a Delaware
 corporation ("Lender").


                                                     RECITALS:

          A.       MRC Receivables Corporation, a Delaware corporation ("Midland"),  and a
 wholly-owned subsidiary of the Company, has requested a $75,000,000 revolving credit facility
 from Lender pursuant to terms of that certain Credit Agreement dated as of December 20, 2000
 (the "Credit Agreement") in order to acquire certain consumer debt accounts.

          B.       To induce Lender to enter into the Credit Agreement, the Company has agreed to
 issue to Lender, warrants to purchase up to 621,576 shares of common stock, $0.01 par value per
 share, of the Company (the "Common Stock"), exercisable in accordance with the terms and
 provisions of this Agreement.

          NOW,  THEREFORE,  in consideration of the foregoing and the mutual  agreements and covenants  hereinafter
 set forth and other good and valuable  consideration,  the receipt and adequacy of which are hereby  acknowledged,
 and intending to be legally bound hereby, the parties hereto hereby agree as follows:


                                                     ARTICLE I
                                                    DEFINITIONS

          Section 1.01.  CERTAIN DEFINED TERMS.  Unless the context otherwise  requires,  the following terms, when
 used in this Agreement, shall have the respective meanings specified below:

          "Affiliate"  shall mean (i) with respect to any Person,  a Person that  directly,  or indirectly  through
 one or more  intermediaries,  controls,  or is controlled  by, or is under common control with,  such Person,  and
 (ii) with respect to any natural Person,  (A) the spouse,  parents and direct  descendants of such Person, (B) the
 estate, testamentary trust, trustees,  executors,  administrators,  legatees or testamentary beneficiaries of such
 Person, and (C) any trust established by such Person for the exclusive benefit of any of the foregoing Persons.

          "Agreement" or "this Agreement" shall have the meaning specified in the preamble to this Agreement.

          "Board" shall mean the board of directors of the Company.





                                                         1

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>

<PAGE>
          "Borrowing Date" shall have the meaning specified in the Credit Agreement.
          "Closing Date" shall have the meaning specified in the Credit Agreement.
          "Common Stock" shall have the meaning specified in the recitals to this Agreement. "Company" shall have
          the meaning specified in the preamble to this Agreement.
          "Credit Agreement" shall have the meaning specified in the recitals to this Agreement.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and
 regulations thereunder.

          "Exercise Price" shall have the meaning specified in Section 3.01.

          "Expiration Date" shall mean sixty (60) months following the date on which any Warrants
 first become exercisable pursuant to Section 3.02 in this Agreement.

          "Facility" shall have the meaning specified in the Credit Agreement.

          "Fair  Market  Value"  shall  mean,  with  respect  to any  shares  of  Common  Stock  as of any  date of
 determination:  (i) if such  shares of Common  Stock are not  Publicly  Traded,  the fair value of such  shares of
 Common  Stock  (A) as  determined  reasonably  and in good  faith  in the  most  recently  completed  arm's-length
 transaction  between the Company and an unaffiliated  third party in which such determination is necessary and the
 closing of which shall have occurred  within the six months  preceding  such date of  determination,  or (B) if no
 such  transaction  shall have occurred  within such six-month  period,  then as determined in accordance  with the
 Valuation  Criteria  reasonably and in good faith by an Independent  Financial  Expert  appointed by the Board and
 consented  to by Lender (such  consent not to be  unreasonably  withheld);  or (ii) if such shares of Common Stock
 are Publicly  Traded,  the Market Price of such shares of Common  Stock on the trading day  immediately  preceding
 such date of determination.

          "Holders"  shall mean the  registered  holders from time to time of the Warrants and,  unless  otherwise
 provided or indicated herein, the registered holders from time to time of the Underlying Common Stock.

          "Independent  Financial Expert" shall mean a nationally recognized investment banking firm (i) that does
 not (and  whose  directors,  officers,  employees  and  affiliates  do not) have a direct or  indirect  financial
 interest in the Company or any of its  Affiliates,  and (ii) that is not, and none of whose  directors,  officer,
 employees  or  Affiliates  are,  at the time it is called  upon to  render  independent  financial  advice to the
 Company,  a promoter,  director or officer of the Company or any of its Affiliates or an underwriter or placement
 agent with respect to any of the securities of the Company or any of its Affiliates,  nor have the Company or any
 such  directors,  officers,  employees or Affiliates  acted in such  capacity  during the three year period prior
 thereto.

          "Lender" shall have the meaning specified in the preamble to this Agreement.





                                                         2

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>


         "Market Price" shall mean,  with respect to any shares of Common Stock that are Publicly  Traded,  for any
specified  trading day,  (i) in the case of shares of Common Stock listed or admitted to trading on any  securities
exchange or on the Nasdaq National Market or the Nasdaq SmallCap  Market,  the average closing price, or if no sale
takes place on that day,  the average of the closing bid and asked  prices,  for the ten (10) trading days prior to
the  specified  date,  (ii) in the case of shares of Common  Stock not then  listed or  admitted  to trading on any
securities  exchange or on the Nasdaq  National  Market or the Nasdaq  SmallCap  Market,  the average last reported
sale price,  or if no sale takes place on that day,  the average of the closing bid and asked  prices,  for the ten
(10) trading days prior to the  specified  date,  as reported by a reputable  quotation  source  designated  by the
Company,  and (iii) if there are no bid and asked  prices  reported  during the ten (10)  trading days prior to the
specified  date,  the Fair Market  Value of such shares of Common Stock as  determined  as if such shares of Common
Stock were not Publicly Traded.

          "Person" shall mean any individual, corporation,  partnership,  association, joint-stock company, trust,
 unincorporated   organization   or  other  entity  or  any  government  or  political   subdivision,   agency  or
 instrumentality  thereof,  as well as any  syndicate or group that would be deemed to be a person  under  Section
 13(d)(3) of the Exchange Act.

          "Publicly Traded" shall mean,  relative to any security,  that such security is (i) listed on a domestic
 securities exchange,  (ii) quoted on the Nasdaq National Market or the Nasdaq SmallCap Market, or (iii) traded in
 the domestic  over-the-counter  market,  which  trades are reported on the OTC Bulletin  Board or reported by the
 National Quotation Bureau, Incorporated.

          "Rights" shall mean any "poison pill" or similar  shareholder  rights issued pursuant to a "poison pill"
 shareholder rights plan or similar plan.

          "Securities  Act" shall mean the  Securities  Act of 1933,  as  amended,  and the rules and  regulations
 thereunder.

          "Taxes" shall mean all transfer,  stamp,  documentary  and other similar  taxes,  assessments or charges
 levied by any  governmental  or revenue  authority  in respect  hereof in respect of any  Warrant or any  Warrant
 Certificate,  excluding,  however,  franchise  taxes and taxes,  assessments  or charges  levied or imposed on or
 measured by the net income or receipts of any Person.

          "Underlying  Common Stock" shall mean the shares of Common Stock issuable or issued upon the exercise of
 the Warrants.

          "Valuation  Criteria" shall mean one or more valuation  methods that the Independent  Financial Expert or
the  Board,  as the  case  may be,  in its  professional  or  reasonable  business  judgment,  as the  case may be,
determines to be most  appropriate  for use in  determining  the Fair Market Value of any securities for which such
determination is required pursuant to this Agreement.






                                                         3

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>

<PAGE>
          "Warrant Certificates" shall have the meaning specified in Section 2.01 of this Agreement.

          "Warrants"  shall mean the warrants  issued to Lender as  contemplated  by this Agreement and the Credit
 Agreement.

                                                    ARTICLE II
                                       ORIGINAL ISSUE OF WARRANTS; TRANSFER

          Section  2.01.  FORM OF WARRANT  CERTIFICATES.  The  Warrants  shall be  evidenced  by  certificates  in
 registered form only and  substantially  in the form attached  hereto as Exhibit A (the "Warrant  Certificates").
 The Warrant  Certificates  shall be dated the date on which such  certificates were signed by the Company and may
 have such legends and endorsements typed, stamped,  printed,  lithographed or engraved thereon as the Company may
 deem  appropriate and as are not  inconsistent  with the provisions of this  Agreement,  or as may be required to
 comply  with  any law or with any rule or  regulation  applicable  thereto,  with any rule or  regulation  of any
 securities exchange or association on which the Warrants may be listed, or to conform to customary usage.

          Section 2.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.  A Warrant Certificate evidencing Warrants
 to  purchase up to 621,576  shares of Common  Stock,  subject to Section  3.02  herein,  shall be executed by the
 Company and delivered to Lender on the Closing Date. The Warrant  Certificates shall be executed on behalf of the
 Company by one or more duly authorized officers of the Company.

          Section 2.03.   TRANSFER OF WARRANTS.
(a)      Subject to clause (b) of this Section 2.03 and provided that all other
 conditions regarding the transfer of the Warrants set forth in this Agreement have been satisfied,
 each Warrant and the rights thereunder may be transferred by the Holder thereof by delivering to
 the Company the Warrant Certificate evidencing such Warrant accompanied by a properly
 completed assignment form (a form of which is attached to the form of Warrant Certificate
 attached as Exhibit A to this Agreement).   Within ten (10) Business Days of receipt of such
 assignment form, the Company shall issue and deliver to the transferee, subject to clause (b)
 below, a Warrant Certificate of like kind and tenor representing the transferred Warrants and to
 the transferor a Warrant Certificate of like kind and tenor representing any Warrants evidenced
 by such original certificate that are not being transferred.    Each Warrant Certificate issued
 pursuant to this Section 2.03 shall be substantially in the form of Exhibit A to this Agreement
 and shall bear the restrictive legends set forth thereon (unless, with respect to the legend
 regarding transfer under applicable securities laws, the Holder or transferee thereof supplies to
 the Company an opinion of counsel, reasonably satisfactory to the Company, that the restrictions
 described in such legend are no longer applicable to such Warrants).
(b)      The transfer of Warrants shall be permitted only pursuant to a transaction
 that complies with, or is exempt from, the provisions of the Securities Act and any applicable





                                                         4

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>


<PAGE>
 provisions of state securities laws. The Company may require an opinion of counsel, reasonably satisfactory to
 the Company, to such effect prior to the transfer of any Warrant.


                                                    ARTICLE III
                                   EXERCISE PRICE; EXERCISE OF WARRANTS GENERALLY

          Section 3.01. EXERCISE PRICE. The Holder of each Warrant Certificate,  subject to the provisions of this
 Agreement,  is entitled to purchase one share of Common Stock for each Warrant represented thereby at an exercise
 price of $1.00 per share, subject to adjustment as set forth in Article IV hereof (the "Exercise Price").

          Section 3.02.  EXERCISE OF WARRANTS.  Subject to the terms and conditions set forth herein, the Warrants
 to purchase  621,576 shares of Common Stock are not  immediately  exercisable,  but will become  exercisable,  if
 ever, in four tranches in the following manner:
(a)      Warrants to purchase 155,394 shares of Common Stock become
 immediately exercisable on the first Borrowing Date;
(b)      Warrants to purchase an additional 155,394 shares of Common Stock
 become immediately exercisable on the date on which Midland has drawn an aggregate of at
 least $22,500,000 against the Facility;
(c)      Warrants to purchase an additional 155,394 shares of Common Stock
 become immediately exercisable on the date on which Midland has drawn an aggregate of at
 least $45,000,000 against the Facility; and
(d)      Warrants to purchase an additional 155,394 shares of Common Stock
 become immediately exercisable on the date on which Midland has drawn an aggregate of at
 least $67,500,000 against the Facility.

          Section 3.03.  EXPIRATION OF WARRANTS.  The Warrants shall  terminate and become void as of the close of
 business on the Expiration Date.

          Section 3.04.   METHOD OF EXERCISE.

                   (a)  To  exercise  a  Warrant,  the  Holder  thereof  must  surrender  the  Warrant  Certificate
 evidencing  such Warrant to the Company,  with a duly  executed  Form of Election to Purchase,  a form of which is
 attached  hereto,  and pay the Exercise  Price for each share of Underlying  Common Stock as to which Warrants are
 then being  exercised  in full to the Company (i) by wire  transfer of  immediately  available  funds,  or (ii) by
 certified or official  bank check,  or (iii) by any  combination  of the  foregoing.  A Holder may  exercise  such
 Warrant  for the number of shares of  Underlying  Common  Stock  issuable  upon  exercise  thereof as set forth in
 Section 3.02, or any lesser number of whole shares of Underlying  Common Stock. In the alternative,  the Holder of
 a Warrant  Certificate  may  exercise its right to purchase  all or a portion of the shares of  Underlying  Common
 Stock subject to such Warrant Certificate, on a net basis,






                                                         5

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>



<PAGE>
 such that,  without  the  exchange  of any funds,  such  Holder  receives  that  number of shares of Common  Stock
 subscribed  to  pursuant  to such  Warrant  Certificate  less that  number of  shares  of Common  Stock  having an
 aggregate  Fair Market Value at the time of exercise equal to the aggregate  Exercise  Price that would  otherwise
 have been  paid by such  Holder  for the  number of shares of  Common  Stock or  fraction  thereof  subscribed  to
 pursuant to such Warrant Certificate (hereinafter, a "Net Cashless Exercise").
(b)      Not later than the fifth Business Day following the later of (i) surrender of
 any of the Warrant Certificates in conformity with the foregoing provisions, or (ii) payment by
 the Holder of the full Exercise Price for the shares of Underlying Common Stock as to which
 such Warrants are then being exercised, the Company shall transfer to the Holder of such
 Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common
 Stock or other securities or property (including any money) to which the Holder is entitled,
 registered or otherwise placed in, or payable to the order of, such name or names as may be
 directed in writing by the Holder, and shall deliver such evidence of ownership and any other
 securities or property (including any money) to the person or persons entitled to receive the
 same, together with an amount in cash in lieu of any fraction of a share as provided in Section
 4.04. If such Warrant Certificate is not exercised in full, the Company will issue to the Holder a
 new Warrant Certificate exercisable for the number of shares of Underlying Common Stock as to
 which such Warrant has not been exercised. Underlying Common Stock issued upon exercise of
 a Warrant in the name of any person other than the registered holder of the Warrant shall be
 subject to Sections 5.03 and 5.04 of this Agreement.
(c)      Each person in whose name any certificate representing shares of
 Underlying Common Stock is issued shall for all purposes be deemed to have become the holder
 of record of such shares of Underlying Common Stock on the date on which the Warrant
 Certificate was surrendered to the Company and payment of the Exercise Price therefor was
 received by the Company, irrespective of the date of delivery of such certificate representing
 shares of Underlying Common Stock.

          Section 3.05.  CANCELLATION OF WARRANTS.  The Company shall cancel any Warrant Certificate  delivered to
 it for exercise, in whole or in part, or delivered to it for transfer,  exchange or substitution,  and no Warrant
 Certificates  shall be issued in lieu thereof  except as expressly  permitted  by any of the  provisions  of this
 Agreement.  The Company  shall destroy  canceled  Warrant  Certificates.  If the Company shall acquire any of the
 Warrants,  such  acquisition  shall not operate as a redemption or termination  of the right  represented by such
 Warrants  unless and until the Warrant  Certificates  evidencing such Warrants are surrendered to the Company for
 cancellation.

                                                    ARTICLE IV
                                                   ADJUSTMENTS

          Section  4.01.  ADJUSTMENTS.  The Exercise  Price and the number of shares of Common Stock  issuable upon
 exercise of each Warrant shall be subject to adjustment from time to time as follows:






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(a)      Stock Dividends; Stock Splits; Reverse Stock Splits; Reclassifications.  In
 the event that the Company shall (i) pay a dividend or make any other distribution with respect to
 its Common Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock,
 (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any
 shares of its capital stock in a reclassification of the Common Stock (including any such
 reclassification in connection with a merger, consolidation or other business combination in
 which the Company is the continuing corporation), then immediately prior to the record date for
 such dividend or distribution, or the effective date of such subdivision or combination, the
 Exercise Price and the number of shares of Common Stock issuable upon exercise of each
 Warrant shall be adjusted so that the Holder of each Warrant shall thereafter be entitled to
 receive the kind and number of shares of Common Stock or other securities of the Company that
 such Holder would have owned or have been entitled to receive after the happening of any of the
 events described above had such Warrant been exercised immediately prior to the happening of
 such event or any record date with respect thereto, at an Exercise Price at which the Holder
 would pay, in the aggregate, for the adjusted number of shares of Common Stock, the same
 amount the Holder would have had to pay prior to the adjustment for the unadjusted number of
 shares of Common Stock.  An adjustment made pursuant to this Section 4.01 (a) shall become
 effective immediately after the effective date of such event retroactive to the record date, if any,
 for such event,
(b)      Issuance of Common Stock, Rights, Options or Warrants at Lower Values.

                   (i) In the event  that the  Company  shall  issue or sell  shares of Common  Stock,  or  rights,
 options,  warrants or other securities  convertible or exchangeable into shares of Common Stock, or containing the
 right to subscribe for or purchase  shares of Common Stock,  at a price per share of Common Stock  (determined  in
 the case of such rights, options,  warrants or convertible or exchangeable  securities,  by dividing (x) the total
 amount of  Consideration  receivable  by the Company in respect of the issuance and sale of such rights,  options,
 warrants or convertible or exchangeable securities,  plus the total Consideration,  if any, payable to the Company
 upon exercise,  conversion or exchange thereof,  by (y) the total number of shares of Common Stock covered by such
 rights,  options,  warrants or convertible  or  exchangeable  securities)  that is lower than the then Fair Market
 Value per share of the Common Stock immediately  prior to such sale or issuance,  then the Exercise Price shall be
 adjusted  immediately  thereafter by multiplying the Exercise Price in effect  immediately  prior to such issuance
 or sale by a fraction, of which:
(1)      the numerator shall be the number of shares of Common Stock
         outstanding immediately prior to such issuance or sale plus the number of additional
         shares of Common Stock the aggregate Consideration receivable by or payable to the
         Company as described in 4.01(b)(i) above would purchase at the Fair Market Value per
         share on the date of such issuance or sale; and
(2)      the denominator shall  be the number of shares Common Stock
         outstanding immediately prior to such issuance or sale plus the number of additional
         shares of Common Stock offered for subscription or purchase (including, in the case of
         rights, options, warrants or convertible or exchangeable securities, the total number of






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         shares of Common Stock covered by such rights, options, warrants or convertible or
         exchangeable securities).

                  (ii) Upon an adjustment of the Exercise Price pursuant to 4.01(b)(i) above,
each  Warrant  shall then be  exercisable  for that  number of shares of Common  Stock  (calculated  to the nearest
hundredth of a share) equal to the product of the number of shares of Common Stock  purchasable  immediately  prior
to such  adjustment  multiplied by the Exercise Price in effect  immediately  prior to such adjustment and dividing
that product by the Exercise Price in effect immediately after such adjustment.

                  (iii) In the event  that the  Company  shall  issue or sell  shares of  Common  Stock or  rights,
options, warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase  shares of Common Stock,  for  consideration  consisting in whole or in part, of property
other  than  cash  or its  equivalent,  then  in  determining  the  "price  per  share  of  Common  Stock"  and the
"Consideration"  receivable  by or payable to the  Company  for  purposes  of this  Section  4.01,  the Board shall
determine,  in good faith,  the fair value of such  property.  In the event that the  Company  shall issue and sell
rights,  options,  warrants or  convertible  or  exchangeable  securities  containing the right to subscribe for or
purchase  shares of Common  Stock,  together  with one or more  other  securities  as part of a unit at a price per
unit, then to determine the "price per share of Common Stock" and the  "Consideration"  receivable by or payable to
the Company for purposes of this  Section 4.0 1, the Board shall  determine,  in good faith,  the fair value of the
rights, options, warrants or convertible or exchangeable securities then being sold as part of such unit.

                  (iv) Notwithstanding anything herein to the contrary, the provisions of this
Section 4.01(b) shall not apply to any of the following:

(A)        the grant or issuance of restricted  stock,  options or other similar rights issued pursuant to employee
                      stock option plans,  directors  stock option plans or similar plans  providing for options or
                      other  similar  rights to purchase  Common Stock  covering in the  aggregate not in excess of
                      20% of the  fully-diluted  shares of Common Stock issued and  outstanding  from time to time,
                      or the issuance of shares upon exercise of any such options or other similar rights;

                  (B) the issuance of shares upon the exercise of options,  warrants,  convertible or  exchangeable
securities,  or similar  securities that are convertible into Common Stock in accordance with their terms, that are
issued and outstanding as of the date of this Agreement;

                  (C) the issuance of any additional Warrants under this Agreement;

                  (D) the issuance of any Rights;

                  (E) the  issuance  of shares of capital  stock  pursuant  to any stock  dividend,  stock split or
other distribution in respect of outstanding shares; and








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<PAGE>
                   (F) the issuance of Common Stock or  securities  convertible  into Common Stock  pursuant to an
 underwritten  offering (including,  without limitation,  any such securities issued pursuant to the underwriters'
 overallotment option).
(c)      Issuance of Rights.   In the event that the Company shall distribute any
 Rights prior to the exercise or expiration of the Warrants, the Company shall make proper
 provision so that each Holder who exercises a Warrant after the record date for such distribution
 and prior to the expiration or redemption of the Rights shall be entitled to receive upon such
 exercise, in addition to the shares of Common Stock issuable upon such exercise, a number of
 Rights determined as follows: (A)  if such exercise occurs on or prior to the date fixed for the
 distribution to the holders of Rights of separate securities evidencing such Rights, the same
 number of Rights to which a holder of a number of shares of Common Stock equal to the number
 of shares of Underlying Common Stock issuable upon such exercise would have been entitled at
 the time of such exercise in accordance with the terms and provisions applicable to the Rights,
 and (B) if such exercise occurs after such distribution date, the same number of Rights to which a
 holder of the number of shares of Underlying Common Stock into which the Warrant so
 exercised was exercisable immediately prior to such distribution date would have been entitled
 on the distribution date in accordance with the terms and provisions applicable to the Rights.
(d)      Expiration  Of Rights, Options and Conversion Privileges.  Upon the
 expiration of any rights, options, warrants or conversion or exchange privileges that have
 previously resulted in an adjustment pursuant to Section 4.01(b), if any thereof shall not have
 been exercised, the Exercise Price and the number of shares of Common Stock issuable upon the
 exercise of each Warrant, upon such expiration, will be readjusted and shall thereafter, upon any
 future exercise, be such as they would have been had they been originally adjusted (or had the
 original adjustment not been required, as the case may be) as if (i) the only shares of Common
 Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the
 exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of
 Common Stock, if any, were issued or sold for the Consideration actually received by the
 Company upon such exercise plus the Consideration, if any, actually received by the Company
 for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights
 whether or not exercised.
(e)      De Minimis Adjustments.    No adjustment in the number of shares of
 Common Stock issuable hereunder shall be required unless such adjustment would require an
 increase or decrease of at least one percent in the number of shares of Common Stock
 purchasable upon an exercise of each Warrant; provided, however, that any adjustments which
 by reason of this Section 4.01(e) are not required to be made shall be carried forward and taken
 into account in any subsequent adjustment.   All calculations shall be made to the nearest one-
 tenth of a share.

          Section 4.02. DETERMINATION OF ADJUSTMENT.  Whenever there is an adjustment to the Exercise Price or the
 number of shares of Common Stock issuable upon the exercise of each Warrant,  as herein  provided,  a certificate
 of an officer of the Company  setting  forth the number of shares of Common Stock  issuable  upon the exercise of
 each Warrant, and the
 adjusted Exercise Price, if applicable, after such adjustment, setting forth a brief statement of the
 facts requiring such adjustment and setting forth the computation by which such adjustment was




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<PAGE>
 made (in reasonable detail),  shall,  absent  demonstrable error, be conclusive evidence of such adjustment.  The
 Company  shall be entitled to rely on such for the  provisions  of this Section 4.04, be issuable on the exercise
 of any Warrant (or specified  portion  thereof),  the Company shall pay an amount in cash  calculated by it to be
 equal to the  certificate  and shall  exhibit  the same from time to time to any Holder  desiring  an  inspection
 thereof during normal business hours.

          Section 4.03. STATEMENT ON WARRANTS.  Irrespective of any adjustment in the Exercise Price or the number
 or kind of shares issuable upon the exercise of the Warrants,  certificates  evidencing  Warrants  theretofore or
 thereafter  issued  may  continue  to  express  the same price and number and kind of shares as are stated in the
 Warrants initially issuable pursuant to this Agreement.

          Section  4.04.  FRACTIONAL  INTEREST.  The Company shall not be required to issue  fractional  shares of
 Common  Stock on the exercise of Warrants.  If more than one Warrant  shall be presented  for exercise in full at
 the same time by the same  Holder,  the number of full shares of Common  Stock which shall be issuable  upon such
 exercise  thereof  shall be computed on the basis of the aggregate  number of shares of Common Stock  issuable on
 exercise of the Warrants so presented.  If any fraction of a share of Common Stock would, except then Fair Market
 Value per share of Common Stock multiplied by such fraction computed to the nearest whole cent.


                                                    ARTICLE V
                                              ADDITIONAL AGREEMENTS

          Section 5.01.   WARRANT TRANSFER BOOKS.
(a)      The Warrant Certificates shall be issued in registered form only.    The
 Company shall keep at its executive office a register in which, subject to such reasonable
 regulations as it may prescribe, the Company shall provide for the registration of Warrant
 Certificates and of transfers or exchanges of Warrant Certificates as herein provided.
(b)      Every Warrant Certificate surrendered  for registration of transfer or
 exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a
 written instrument of transfer in form satisfactory to the Company, duly executed by the Holder
 thereof or his attorney duly authorized in writing.

          Section  5.02.  NO  STOCKHOLDER  RIGHTS.  Prior to the exercise of the  Warrants,  no holder of a Warrant
Certificate,  as such,  shall be entitled to vote or be deemed the holder of Common  Stock or any other  securities
of the Company which may at any time be issuable on the exercise  hereof,  nor shall anything  contained  herein be
construed to confer upon any holder of a Warrant  Certificate,  as such, the rights of a stockholder of the Company
or the right to vote for the  election of directors or upon any matter  submitted  to  stockholders  at any meeting
thereof,  or to give or withhold  consent to any corporate  action,  to exercise any preemptive  right,  to receive
notice of  meetings or other  actions  affecting  stockholders  (except as  specifically  provided  herein),  or to
receive dividends or subscription rights or otherwise.


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<PAGE>
          Section 5.03.  RESTRICTIONS ON TRANSFER.  The Holder of any Warrant Certificate,  by acceptance thereof,
 acknowledges  and agrees that without  limitation  of the  obligations  set forth in Section  5.07, it shall be a
 condition  precedent  to any  transfer of the Warrant that each  proposed  transferee  execute and deliver to the
 Company the documentation required by such Section 5.07.

          Section 5.04. NO  REGISTRATION  OF WARRANTS OR UNDERLYING  COMMON STOCK UNDER  SECURITIES  LAWS;  OTHER
 REGULATORY FILINGS.
(a)      Neither the Warrants nor the Underlying Common Stock have been
 registered under the Securities Act or any state securities laws.
(b)      The Holder of any Warrant Certificate, by acceptance thereof, represents
 that it is acquiring the Warrants to be issued to it for its own account and not with a view to the
 distribution thereof, and agrees not to sell, transfer, pledge or hypothecate any Warrants or any
 Underlying Common Stock unless (i) such transfer is made in connection with an effective
 registration statement under the Securities Act and any applicable state securities laws or
 (ii) such transaction is exempt from the registration requirements of the Securities Act, the rules
 and regulations in effect thereunder and any applicable state securities laws and, if requested by
 the Company, the Holder thereof has furnished the Company a satisfactory opinion of counsel
 for such Holder to such effect.
(c)      Each Holder of Warrants also hereby acknowledges that any exercise of
 the Warrants may be subject to the filing requirements of the Hart-Scott-Rodino Antitrust
 Improvements Act of 1976, as amended, and agrees to make any such required filings prior to
 any such exercise.

          Section  5.05.  RESERVATION  OF COMMON STOCK FOR ISSUANCE ON EXERCISE OF WARRANTS.  The Company shall at
 all times reserve and keep available,  out of its authorized but unissued Common Stock, solely for the purpose of
 issue upon  exercise  of  Warrants as herein  provided,  such  number of shares of Common  Stock as shall then be
 issuable  upon the exercise of all  outstanding  Warrants.  All shares of Common Stock which shall be so issuable
 shall,  upon such issue and upon payment of the exercise price therefor as provided  herein and in the applicable
 Warrant Certificate, be duly and validly issued and fully paid and non-assessable.

          Section  5.06.  PAYMENT OF TAXES.  The Company  shall pay all Taxes that may be imposed on the Company or
 on the Warrants or on any  securities  deliverable  upon  exercise of Warrants with respect  thereto.  The Company
 shall not be required,  however,  to pay any Taxes or other charges imposed in connection with any transfer of any
 certificate  for shares of Common Stock or other  securities  underlying  the Warrants or payment of cash,  to any
 person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant.

          Section  5.07.  CERTAIN  PERSONS  TO  EXECUTE  AGREEMENT.  Without  in any  way  limiting  any  transfer
 restrictions contained elsewhere herein, no Holder shall sell or





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 otherwise transfer any Warrants held by such Holder,  unless, prior to the consummation of any such sale or other
 disposition,  the person to whom such sale or other  disposition  is proposed to be made executes and delivers to
 the Company an agreement, in form and substance satisfactory to the Company,  whereby such prospective transferee
 confirms that, with respect to the Warrants that are the subject of such sale or other  disposition,  it shall be
 deemed to be a  "Holder"  for the  purposes  of this  Agreement  and  agrees to be bound by all the terms of this
 Agreement.  Upon the execution and delivery by such prospective transferee of such agreement,  and subject to all
 applicable  transfer  restrictions,  such  prospective  transferee shall be deemed a "Holder" for the purposes of
 this Agreement,  and shall have the rights and be subject to the  obligations of a Holder  hereunder with respect
 to the Warrants held by such prospective transferee.

          Section  5.08.  PRIOR  NOTICE OF  DIVIDENDS.  If the  Company  declares a dividend  distribution  to the
 holders of the  Company's  Common Stock at any time there are  outstanding  Warrants  held by the Holder that are
 then  exercisable,  the Company will give the Holders  notice of the  declaration of the dividend at least thirty
 days prior to the date on which the Company  determines the dividend is to be paid.  Such notice shall be sent to
 the Holders in accordance with Section 6.02 below.

          Section 5.09.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the
 Holders that as of the date of this Agreement:

          (i) The Company is a corporation duly organized,  validly existing,  and in good standing under the laws
 of the jurisdiction of its incorporation,  and has the requisite corporate power and authority to own and operate
 its properties and to carry on its business as now conducted.

          (ii) The Company has full power and authority  (including  full corporate power and authority) to execute
 and deliver this Agreement and to perform its  obligations  hereunder.  This Agreement has been duly authorized by
 all necessary  action on the part of Company.  This Agreement has been duly executed and delivered by the Company.
 This Agreement  constitutes  the valid and legally  binding  obligation of the Company,  enforceable in accordance
 with its terms and  conditions,  except as such  enforceability  may be limited by  applicable  laws  relating  to
 bankruptcy,  insolvency,  fraudulent conveyance,  reorganization,  moratorium or similar laws affecting creditors'
 rights generally or by general equitable  principles and rules of law governing specific  performance or estoppel,
 and except to the  extent  that  injunctive  or other  equitable  relief is within  the  discretion  of a court of
 competent jurisdiction.

          (iii) The  Company is  authorized  to issue  50,000,000  shares of Common  Stock,  $0.01 par value,  and
 5,000,000 shares of preferred stock,  $.01 par value. As of December 19, there were outstanding  7,191,131 shares
 of Common  Stock,  no shares of  preferred  Stock,  and  warrants to  purchase  578,571  shares of Common  Stock,
 excluding the Warrants.

          (iv) The  Underlying  Common  Stock,  when issued in  accordance  with the terms and  provisions of this
 Agreement, will be duly authorized, validly issued, fully paid and nonassessable.


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       .                                           ARTICLE VI
                                                  MISCELLANEOUS

          Section 6.01. EXPENSES. All costs and expenses,  including,  without limitation,  fees and disbursements
 of counsel,  financial advisors and accountants,  incurred in connection with this Agreement and the transactions
 contemplated hereby shall be paid by the Company.

          Section 6.02. NOTICES. All notices,  requests,  claims, demands and other communications  hereunder shall
 be in writing  and shall be given or made (and shall be deemed to have been duly  given or made upon  receipt)  by
 delivery in person, or by courier service,  cable,  telecopy,  telegram,  or registered or certified mail (postage
 prepaid,  return  receipt  requested)  to the  respective  parties  hereto  at their  addresses  set  forth on the
 signature  pages to this  Agreement (or at such other address for a party hereto as shall be specified in a notice
 given in accordance with this Section 6.02).

          Section 6.03.  HEADINGS.  The  descriptive  headings  contained in this Agreement are for convenience of
 reference only and shall not affect in any way the meaning, construction or interpretation of this Agreement.

          Section  6.04.  SEVERABILITY.  If any term or other  provision of this  Agreement is invalid,  illegal or
 incapable of being  enforced by any law or public policy,  all other terms and provisions of this Agreement  shall
 nevertheless  remain in full force and  effect so long as the  economic  or legal  substance  of the  transactions
 contemplated  hereby is not affected in any manner materially  adverse to any party. Upon such  determination that
 any term or other  provision  is  invalid,  illegal or  incapable  of being  enforced,  the parties  hereto  shall
 negotiate in good faith to modify this  Agreement  so as to effect the  original  intent of the parties as closely
 as  possible  in an  acceptable  manner in order that the  transactions  contemplated  hereby are  consummated  as
 originally contemplated to the greatest extent possible.

          Section 6.05.  MUTILATED OR MISSING WARRANT  CERTIFICATES.  If any Warrant  Certificate is lost,  stolen,
 mutilated  or  destroyed,  the Company in its  discretion  may issue,  in exchange and  substitution  for and upon
 cancellation of the mutilated  Warrant  Certificate,  or in lieu of and substitution  for the Warrant  Certificate
 lost,  stolen or destroyed,  and upon receipt of a proper affidavit or other evidence  satisfactory to the Company
 (and surrender of any mutilated  Warrant  Certificate) and bond of indemnity in form and amount and with corporate
 surety  satisfactory  to the Company in each instance  protecting the Company,  a new Warrant  Certificate of like
 tenor and  exercisable  for an  equivalent  number of shares of Common Stock as the Warrant  Certificate  so lost,
 stolen,  mutilated  or  destroyed.  Any such new Warrant  Certificate  shall  constitute  an original  contractual
 obligation of the Company,  whether or not the allegedly lost, stolen,  mutilated or destroyed Warrant Certificate
 at any time shall be  enforceable by anyone.  An applicant for such a substitute  Warrant  Certificate  also shall
 comply  with  such  other  reasonable  regulations  and pay such  other  reasonable  charges  as the  Company  may
 prescribe.  All  Warrant  Certificates  shall be held and owned  upon the  express  condition  that the  foregoing
 provisions  are  exclusive  with respect to the  replacement  of lost,  stolen,  mutilated  or  destroyed  Warrant
 Certificates, and shall preclude any and all other rights or remedies






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 notwithstanding  any law or statute existing or hereafter enacted to the contrary with respect to the replacement
 of negotiable instruments or other securities without their surrender.

          Section 6.06.  ENTIRE  AGREEMENT.  This  Agreement and the documents  referred to herein  constitute the
 entire  agreement  of the  parties  hereto with  respect to the subject  matter  hereof and  supersede  all prior
 agreements  and  undertakings,  both  written and oral,  between or among the parties with respect to the subject
 matter hereof.

          Section 6.07. NO THIRD PARTY  BENEFICIARIES.  This  Agreement  shall be binding upon and inure solely to
 the  benefit of the  parties  hereto and their  respective  successors  and  permitted  assigns.  Nothing in this
 Agreement,  whether  express or implied,  is intended to or shall  confer upon any person  other than the parties
 hereto and their respective  successors and permitted assigns, any legal or equitable right, benefit or remedy of
 any nature whatsoever, under or by reason of this Agreement.

          Section 6.08.  AMENDMENT;  WAIVER. This Agreement may not be amended,  modified,  supplemented or waived
 except by an  instrument  in writing  signed by, or on behalf of, the Company and holders of more than 50% of the
 outstanding  Warrants  or, in the case of a  waiver,  the party to be bound  thereby  (which,  in the case of the
 Holders of the Warrants, shall require Holders of more than 50% of the outstanding Warrants).

          Section 6.09.  GOVERNING  LAW. IN ALL  RESPECTS,  INCLUDING  ALL MATTERS OF  CONSTRUCTION,  VALIDITY AND
 PERFORMANCE,  THIS  AGREEMENT  AND THE  OBLIGATIONS  OF EACH PARTY  ARISING  HEREUNDER  SHALL BE GOVERNED BY, AND
 CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE  APPLICABLE TO CONTRACTS EXECUTED IN
 AND TO BE PERFORMED  ENTIRELY WITHIN SUCH STATE,  WITHOUT REGARD TO THE PRINCIPLES  THEREOF REGARDING CONFLICT OF
 LAWS.

          Section  6.10.  COUNTERPARTS.  This  Agreement  may be executed in one or more  counterparts,  and by the
 different parties hereto in separate  counterparts,  each of which when executed shall be deemed to be an original
 but all of which taken together shall constitute one and the same agreement.

          Section  6.11.  SPECIFIC  PERFORMANCE.  Each Holder shall have the right to specific  performance  by the
 Company of the  provisions  of this  Agreement,  in addition to any other  remedies  that it may have at law or in
 equity. The Company hereby  irrevocably  waives, to the extent that it may do so under applicable law, any defense
 based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific  performance  in
 any action brought  against the Company for specific  performance of this Agreement by the Holders of the Warrants
 or the Underlying Common Stock.

          Section 6.12.  FILINGS.  The Company shall, at its own expense and to the extent it is reasonably able to
 do so,  promptly  execute  and  deliver,  or cause to be executed  and  delivered,  to any Holder of Warrants  all
 applications, certificates, instruments and other documents that such
 Holder may reasonably request in connection with the obtaining of any consent, approval.





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 qualification  or authorization  of any Federal,  state or local government (or any agency or commission  thereof)
 necessary or  appropriate  in connection  with,  or for the effective  exercise of, any Warrants then held by such
 Holder,  in each case subject to such  confidentiality  obligations as the Company may  reasonably  impose on such
 Holder;  provided,  however,  that the Company  shall not be  required to qualify to do business  in, or provide a
 general  consent to service of process in, any  jurisdiction  in which it is not already  qualified to do business
 and shall not be required to register  the  Warrants  or the  Underlying  Common  Stock under any Federal or state
 securities laws except as otherwise  required under any registration  rights  agreement (or similar  agreement) to
 which the Company may be a party from time to time.


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<PAGE>
           IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


                                                       MCM CAPITAL GROUP, INC.




                                                       By:    /s/  Carl C. Gregory III
                                                       Name: Carl C. Gregory III,
                                                       Title:   President


                                                       CFSC CAPITAL CORP. VIII



                                                       By:    /s/  Greggory S. Haugen
                                                       Name:____Greggory S. Haugen___________
                                                       Title:_____Vice President______________






                                                     16




</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>





<PAGE>
                                                     EXHIBIT A
                                           [FORM OF WARRANT CERTIFICATE]

 THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
 AMENDED,  OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE TRANSFERRED,  SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR
 OTHERWISE  DISPOSED  OF, AND NO  REGISTRATION  OF  TRANSFER OF SUCH  SECURITIES  WILL BE MADE ON THE BOOKS OF THE
 ISSUER,  UNLESS (i) SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT
 AND ANY APPLICABLE STATE  SECURITIES LAWS OR (ii) SUCH  TRANSACTION IS EXEMPT FROM THE REGISTRATION  REQUIREMENTS
 OF THE SECURITIES  ACT OF 1933, AS AMENDED,  THE RULES AND  REGULATIONS  IN EFFECT  THEREUNDER AND ANY APPLICABLE
 STATE  SECURITIES  LAWS AND,  IF  REQUESTED  BY THE  COMPANY,  THE HOLDER  THEREOF  HAS  FURNISHED  THE COMPANY A
 SATISFACTORY OPINION OF COUNSEL FOR SUCH HOLDER TO SUCH EFFECT.

 THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE AND THE SECURITIES  ISSUABLE UPON THE EXERCISE OF THIS CERTIFICATE
 ARE SUBJECT TO CERTAIN  RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A WARRANT AGREEMENT,  DATED AS
 OF DECEMBER _, 2000, AS  THEREAFTER  AMENDED,  SUPPLEMENTED  OR OTHERWISE  MODIFIED FROM TIME TO TIME,  COPIES OF
 WHICH ARE ON FILE AT THE  PRINCIPAL  EXECUTIVE  OFFICES  OF THE  ISSUER.  NO  REGISTRATION  OF  TRANSFER  OF SUCH
 SECURITIES  WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH  RESTRICTIONS  SHALL HAVE BEEN COMPLIED
 WITH.

                                             MCM CAPITAL GROUP, INC.

                                          WARRANT CERTIFICATE
                                         Dated as of________,_____


                                WARRANTS TO PURCHASE _________ SHARES OF COMMON STOCK

 Certificate No.________
 Number of Warrants: _________

          MCM CAPITAL  GROUP,  INC., a corporation  organized and existing  under the laws of the State of Delaware
 (the  "Company"),  hereby certifies that, for value received,  CFSC CAPITAL CORP. VIII or its registered  assigns,
 is the registered  holder of the number of Warrants set forth above (the  "Warrants").  Each Warrant shall entitle
 the  registered  holder thereof (the  "Holder"),  subject to the  provisions  contained  herein and in the Warrant
 Agreement
 dated as of December__________, 2000 (as thereafter amended, modified or supplemented, the "Warrant
 Agreement") by and between the Company and the Lender (as defined therein), to receive from





                                                         1



</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>

<PAGE>
 the Company one share of Common Stock,  par value $0.01 per share, of the Company ("Common Stock") at an exercise
 price of $1.00 per share,  subject to adjustment upon the occurrence of certain events as more fully described in
 Article IV of the Warrant Agreement.  The Warrants shall be exercisable in the manner described in Article III of
 the Warrant  Agreement and shall terminate and become void as of the close of business on the Expiration Date, as
 such term is defined in the Warrant Agreement.

          This Warrant  Certificate is issued under and in accordance  with the Warrant  Agreement,  and is subject
 to the terms and provisions  contained in the Warrant  Agreement,  to all of which terms and provisions the Holder
 of this Warrant  Certificate  consents by acceptance  hereof,  which  applicable  terms and  provisions are hereby
 incorporated  herein by reference and made a part hereof.  Reference is hereby made to the Warrant Agreement for a
 full statement of the respective rights,  limitations of rights, duties and obligations  thereunder of the Company
 and the Holders of the Warrants.

          The Exercise  Price and the number of shares of Common Stock issuable upon the exercise of each Warrant,
 is subject to adjustment as provided in the Warrant Agreement.

          All shares of Common  Stock  issuable by the Company  upon the  exercise  of Warrants  shall,  upon such
 issuance and upon payment of the Exercise Price in accordance with the terms set forth in the Warrant  Agreement,
 be duly and validly issued and fully paid and non-assessable.

          In order to exercise a Warrant,  the Holder hereof must surrender this Warrant  Certificate at the office
 of the Company,  with the Form of Election to Purchase attached hereto  appropriately  completed and duly executed
 by the Holder hereof, all subject to the terms and conditions hereof and of the Warrant Agreement.

          All  capitalized  terms used in this  Warrant  Certificate  that are not  defined  herein  shall have the
 meanings assigned to them in the Warrant Agreement.

          Copies of the Warrant  Agreement  are on file at the office of the Company and may be obtained by writing
 to the Company at MCM Capital Group, Inc., 5775 Roscoe Court, San Diego, California 92123, Attention: Secretary.



              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

















                                                         2



</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its officers
 thereunto duly authorized as of the date first written above.


                                                       MCM CAPITAL GROUP, INC.

                                                       By:_____________________________________
                                                       Name: Carl C. Gregory III
                                                       Title:     President


</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10-1.htm
<DESCRIPTION>FIFTH AMEND TO LEASE
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.1 Fifth Amendment to Net Industrial Lease</TITLE>
</HEAD>
<BODY>





<!-- MARKER FORMAT-SHEET="Head Right-TNR" FSL="Project" -->

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.1 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>FIFTH AMENDMENT TO
NET INDUSTRIAL LEASE </U></FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THIS FIFTH AMENDMENT TO NET
INDUSTRIAL LEASE (the &#147;First Amendment&#148;) is made and entered into as of the
14<SUP>th</SUP> day of November, 2000, by and between SOFI IV-SPM PORTFOLIO VII, L.L.C., a
Delaware limited liability company, hereinafter referred to as &#147;Landlord&#148;, and
MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation, hereinafter referred to as
&#147;Tenant&#148;. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Project" -->

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>WITNESSETH: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Landlord, and Tenant entered into that certain Net Industrial Lease dated as of November
19, 1997, as amended by the First Amendment to Net Industrial Lease dated September 1,
1998, the Second Amendment to Net Industrial Lease dated September 1, 1998, the Third
Amendment to Net Industrial Lease dated September 1, 1998, and the Fourth Amendment to Net
Industrial Lease dated February 1, 1999 (collectively the &#147;Lease&#148;), for the
lease of certain space located at the Premises known as 4310 East Broadway Road, Phoenix,
Arizona 85040; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Tenant has caused to be constructed that certain wall on the north side of the Premises
(the &#147;Wall&#148;), as depicted in Exhibit &#147;A&#148; attached hereto and by this
reference incorporated herein, for the purposes of establishing a playground for a
children&#146;s day-care center; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Wall encroaches upon a right-of-way and an easement; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Landlord
and Tenant intend to amend the Lease to reflect that any and all liability resulting from
the Wall is the liability of the Tenant; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and
Tenant agree as follows: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Recitals</U>. The recitals as stated above are incorporated herein and made a
          binding part of this Fifth Amendment and the Lease hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Tenant Liability</U>. Tenant assumes all risk of loss and liability
          associated or related to the Wall whether direct or indirect, including without
          limitation, any and all damages incurred by third parties as a result of or
          related to the presence of the Wall. Further, in the event the Wall is requested
          by Landlord or its successors and assigns, to be removed or is otherwise
          required to be removed, or Tenant vacates or abandons the Premises (collectively
          the &#147;Removal Event&#148;), Tenant shall, within thirty (30) days, remove
          the Wall and restore the Premises to its pre-existing condition at Tenant&#146;s
          sole cost and expense. In the event Tenant fails or refuses to remove the Wall
          within thirty (30) days of a Removal Event, Tenant shall pay Landlord Twenty
          Five Thousand Dollars ($25,000.00) to cover Landlord&#146;s costs and expenses
          incurred in removal of the Wall. Failure by Tenant to make such payment to
          Landlord for the removal of the Wall shall be an Event of Default under the
          Lease. Tenant assumes all risk of damage to property, including without
          limitation the Premises, or injury to persons, in or about the Premises arising
          from any cause directly or indirectly related to the Wall and Tenant waives all
          such claims against Landlord. </FONT></P>

<!-- MARKER PAGE="sheet: 2; page: 2" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>



<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Indemnification</U>. Tenant shall indemnify and hold harmless Landlord, its
          agents and employees, for, from and against any and all liabilities, losses, and
          claims arising from or in connection with (a) Tenant&#146;s use of the Premises
          and the Wall; and (b) any liability or damages incurred by Tenant, whether
          direct or indirect, or third parties relating to or resulting from the
          construction of the Wall. Tenant shall defend Landlord against all costs,
          attorney&#146;s fees, expenses and liabilities incurred in the defense of any
          such claim, action or proceeding. In case any action or proceeding is brought
          against Landlord by reason of a claim, Tenant, upon notice from Landlord, shall
          defend the same at Tenant&#146;s expense by counsel satisfactory to Landlord in
          Landlord&#146;s sole discretion. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Effective Date</U>. The effective date of this Fifth Amendment shall be
          November 14, 2000. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          All capitalized words not defined herein shall have the same meaning as set
          forth in the Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Remaining Lease Terms</U>. Except as expressly amended by this Fifth
          Amendment, all terms, covenants, provisions, and conditions of the Lease as
          amended shall remain in full force and effect. In the event of any conflict
          between the provisions of this Fifth Amendment and the Lease, the provisions of
          the Fifth Amendment shall control. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year
first above written. </FONT></P>













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<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>LANDLORD:</B><BR><BR>

SOFI IV-SPM PORTFOLIO VII,<BR> a Delaware limited liability company<BR><BR>
<BR>By:&nbsp;&nbsp;  SOFI IV-SPM MARICOPA, L.P.,<BR> a Delaware limited partnership, <BR>its sole member<BR><BR>
By:&nbsp;&nbsp;  SOFI IV ARIZONA, INC.,<BR> a Maryland corporation,<BR> as General Partner
</FONT></TD>
</TR>
</TABLE>
<BR>





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<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR>
<BR><BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Mark Grumley<BR>Vice President</FONT></TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>TENANT:</B><BR><BR>

MIDLAND CREDIT MANAGEMENT, INC.,<BR> a Kansas corporation<BR>
<BR>By: /s/&nbsp; J. Brandon Black<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
J. Brandon Black<BR>Its&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Executive Vice President</FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I></I></FONT></TD>
</TR>
</TABLE>
<BR>



</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit10-2.htm
<DESCRIPTION>ACKNOWLEGE GUARANTEE
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.2</TITLE>
</HEAD>
<BODY>



<!-- MARKER FORMAT-SHEET="Head Right-TNR" FSL="Project" -->
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.2 </FONT></P>


<PRE>




                                                 ACKNOWLEDGMENT OF LIMITED GUARANTY
The undersigned refers to (i) the Limited Guaranty, dated August 28, 1998, executed by the undersigned in favor of Bank of
America, N.A., formerly known as NationsBank, N.A., and (ii) the Limited Guaranty, dated September 25, 1998, executed by the
undersigned in favor of Bank of America, N.A., formerly known as NationsBank, N.A. (collectively, the "Guaranties"), pursuant to
which the undersigned guaranteed the repayment of the Liabilities (as defined in the Guaranties) with respect to certain Notes (as
defined in each of the Guaranties) executed by Midland Credit Management Inc. to the order of NationsBank, N.A. and in the
aggregate original principal amount of $15,000,000.  The undersigned acknowledges and confirms that (A) the Seventh Amended and
Restated Promissory Note, dated April 10, 2003, executed by Midland Credit Management Inc. to the order of Bank of America, N.A.
and in the original principal amount of $5,000,000 (the "New Note"), constitutes a renewal and extension of the Notes, (B) any
reference to "Note" in a Guaranty shall mean the New Note, as amended or otherwise modified from time to time, and (C) each
Guaranty shall remain in full force and effect with respect to the New Note and is hereby ratified and confirmed in all respects.
For the avoidance of doubt, this Acknowledgment and all other substantially similar acknowledgments by additional guarantors dated
on or about the date hereof relating to the New Note collectively acknowledge guaranties of an aggregate of $5,000,000 plus
accrued and unpaid interest.

</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>



<PAGE>
                  IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment to be executed as of and effective as of the
15 day of April, 2003.

Witnessed By:                                                          Guarantor:

/s/ Stuart Rosen______________                                         /s/ Peter W. May______________ (Seal)
Stuart Rosen                                                           Peter W. May
____________________________                                           ____________________________
Print Name and Title                                                   Print Individual's Name


Individual Acknowledgment

State of New York______________)
                               )
County of New York____________ )

This instrument was acknowledged before me on April 15, 2003, by _______Peter W. May___________.
                                                                         (Guarantor)

(Seal)                                                        /s/ Stefanie A. Firtell______________
                                                              _____________________________________
                                                              Notary Public
                                                              in and for the State of New York

June 10, 2006                                                 Stefanie A. Firtell
_________________                                             _________________
My Commission Expires                                         Print Name of Notary

</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>



<PAGE>
                  IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment to be executed as of and effective as of the
__ day of April, 2003.

Witnessed By:                                                          Guarantor:
_________________                                                     _________________  (Seal)

_________________                                                     _________________

Print Name and Title                                                   Print Individual's Name

                                                              Corporate or Partnership Guarantor:

                                                              TRIARC COMPANIES, INC.
                                                              (Name of Corporation, Partnership, etc.)


                                                              By:  /s/ Francis T. McCarron_________________(Seal)

                                                              Name:  Francis T. McCarron_________________

                                                              Title: Senior Vice President Chief Financial Officer

                                                              /s/ Stuart Rosen
                                                              __________________________________
                                                              Attest (If Applicable)

                                                                                [Corporate Seal]

Corporate Acknowledgment

State of New York _________________    )
                                       )
County of New York _________________   )

This instrument was acknowledged before me on _April 15_________, 2003, by Francis T. McCarron, Senior V.P.-Chief Financial
Officer of Triarc Companies, Inc., a ___Delaware__________ corporation, on behalf of said corporation.



(Seal)                                                        /s/ Stefanie A. Firtell_________________
                                                              _________________
                                                              Notary Public
                                                              in and for the State of New York

June 10, 2006                                                 Stefanie A. Firtell
_________________                                             _________________
My Commission Expires                                         Print Name of Notary



</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>

<PAGE>
                  IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment to be executed as of and effective as of the
15 day of April, 2003.

Witnessed By:                                                          Guarantor:

/s/ Stuart Rosen_________________                             /s/ Nelson Peltz_________________ (Seal)
Stuart Rosen                                                  Nelson Peltz
____________________________                                  ____________________________
Print Name and Title                                          Print Individual's Name



Individual Acknowledgment

State of New York_________________     )
                                       )
County of New York _________________   )

This instrument was acknowledged before me on April 15, 2003, by _______Nelson Peltz___________.
                                                                         (Guarantor)

(Seal)                                                        /s/ Stefanie A. Firtell_________________
                                                              Notary Public
                                                              in and for the State of New York

June 10, 2006                                                 Stefanie A. Firtell
My Commission Expires                                         Print Name of Notary


</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>

<PAGE>
                                                 ACKNOWLEDGMENT OF LIMITED GUARANTY

         The undersigned refers to the Limited Guaranty, dated September 25, 1998, executed by the undersigned in favor of Bank of
America, N.A., formerly known as NationsBank, N.A. (the "Guaranty"), pursuant to which the undersigned guaranteed the repayment of
the Liabilities (as defined in the Guaranty) with respect to certain Notes (as defined in the Guaranty) executed by Midland Credit
Management Inc. in favor of NationsBank, N.A. in the aggregate original principal amount of $15,000,000, in each case subject to
the limitations set forth in paragraph 1 of the Guaranty (the "Guaranty Limit").  The undersigned acknowledges and confirms that
(A) the Seventh Amended and Restated Promissory Note, dated April 10, 2003, executed by Midland Credit Management Inc. to the
order of Bank of America, N.A. and in the original principal amount of $5,000,000 (the "New Note"), constitutes a renewal and
extension of the Notes, (B) any reference to "Note" in the Guaranty shall mean the New Note, as amended or otherwise modified from
time to time, and (C) the Guaranty shall remain in full force and effect with respect to the New Note and is hereby ratified and
confirmed in all respects.  For the avoidance of doubt, this Acknowledgment and all other substantially similar acknowledgments by
additional guarantors dated on or about the date hereof relating to the New Note collectively acknowledge guaranties of an
aggregate of $5,000,000 plus accrued and unpaid interest.

</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>

<PAGE>
                  IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment to be executed as of and effective as of the
__ day of April, 2003.

Witnessed By:                                                          Guarantor:

_________________                                                      _________________(Seal)
_________________                                                      _________________
Print Name and Title                                                   Print Individual's Name



                                                              Corporate or Partnership Guarantor:

                                                              CONSOLIDATED PRESS HOLDINGS LTD.
                                                              (Name of Corporation, Partnership, etc.)


                                                              By:  /s/ G. A. Cubben_________________ (Seal)

                                                              Name:  G. A. Cubben

                                                              Title:    Director

                                                              /s/ R. B. Davis, Company Secretary_________________

                                                              __________________________________
                                                              Attest (If Applicable)


                                                                        [Corporate Seal]

Corporate Acknowledgment

State of _________________             )
                                       )
County of _________________            )

This instrument was acknowledged before me on __________, 2003, by __________, ________________ of __________________, a
____________________ corporation, on behalf of said corporation.

(Seal)                                                        ____________________________
                                                              Notary Public
                                                              in and for the State of

_________________                                             ____________________________
My Commission Expires                                         Print Name of Notary


</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>

<PAGE>
                  IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment to be executed as of and effective as of the
__ day of April, 2003.



Witnessed By:                                                          Guarantor:

/s/ D. Ward                                                   /s/ Peter Nigel Stewart Frazer_________________(Seal)

D. Ward, P.A. to Major Frazer                                 Peter Nigel Stewart Frazer
_________________                                             _________________
Print Name and Title                                          Print Individual's Name



Individual Acknowledgment

State of_________________              )
                                       )
County of _________________            )

This instrument was acknowledged before me on ___________, 2003, by    .
                                              (Guarantor)

(Seal)                                                        ____________________________
                                                              Notary Public
                                                              in and for the State of______________


_________________                                             _________________
My Commission Expires                                         Print Name of Notary



</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>


<PAGE>
                                                 ACKNOWLEDGMENT OF LIMITED GUARANTY

         The undersigned refers to the Limited Guaranty, dated July 15, 1999, executed by the undersigned in favor of Bank of
America, N.A. (the "Guaranty"), pursuant to which the undersigned guaranteed the repayment of the Liabilities (as defined in the
Guaranty) with respect to a Note (as defined in the Guaranty) executed by Midland Credit Management Inc. in favor of Bank of
America, N.A. in the aggregate original principal amount of $15,000,000.  The undersigned acknowledges and confirms that (A) the
Seventh Amended and Restated Promissory Note, dated April 10, 2003, executed by Midland Credit Management Inc. to the order of
Bank of America, N.A. and in the original principal amount of $5,000,000 (the "New Note"), constitutes a renewal and extension of
the Note, (B) any reference to "Note" in the Guaranty shall mean the New Note, as amended or otherwise modified from time to time,
and (C) the Guaranty shall remain in full force and effect with respect to the New Note and is hereby ratified and confirmed in
all respects.  For the avoidance of doubt, this Acknowledgment and all other substantially similar acknowledgments by additional
guarantors dated on or about the date hereof relating to the New Note collectively acknowledge guaranties of an aggregate of
$5,000,000 plus accrued and unpaid interest.



</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>



<PAGE>
                  IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment to be executed as of and effective as of the
__ day of April, 2003.

Witnessed By:                                                          Guarantor:

_________________                                                  _________________  (Seal)
_________________                                                  _________________
Print Name and Title                                               Print Individual's Name

                                                              Corporate or Partnership Guarantor:

                                                              ENCORE CAPITAL GROUP, INC.
                                                              (Name of Corporation, Partnership, etc.)


                                                              By:  /s/ Barry R. Barkley_________________(Seal)

                                                              Name:  Barry R. Barkley______________

                                                              Title:  EVP and CFO______________

                                                              _______________________________
                                                              Attest (If Applicable)

                                                                                [Corporate Seal]

Corporate Acknowledgment

State of California______________      )
                                       )
County of San Diego______________      )

This instrument was acknowledged before me on April 10____, 2003, by _Barry Barkley_________, EVP &amp; CFO_______ of Encore Capital
Group, Inc.________, a ___Delaware___________ corporation, on behalf of said corporation.

                                                              /s/ Siobhan MacIver
                                                              ____________________________
(Seal)                                                        Notary Public
                                                              in and for the State of California

July 13, 2008
____________________________                                 ____________________________
My Commission Expires



</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>



                                                 ACKNOWLEDGMENT OF LIMITED GUARANTY

         The undersigned refers to the Limited Guaranty, dated July 15, 1999, executed by the undersigned in favor of Bank of
America, N.A. (the "Guaranty"), pursuant to which the undersigned guaranteed the repayment of the Liabilities (as defined in the
Guaranty) with respect to a Note (as defined in the Guaranty) executed by Midland Credit Management Inc. in favor of Bank of
America, N.A. in the aggregate original principal amount of $15,000,000.  The undersigned acknowledges and confirms that (A) the
Seventh Amended and Restated Promissory Note, dated April 10, 2003, executed by Midland Credit Management Inc. to the order of
Bank of America, N.A. and in the original principal amount of $5,000,000 (the "New Note"), constitutes a renewal and extension of
the Note, (B) any reference to "Note" in the Guaranty shall mean the New Note, as amended or otherwise modified from time to time,
and (C) the Guaranty shall remain in full force and effect with respect to the New Note and is hereby ratified and confirmed in
all respects.  For the avoidance of doubt, this Acknowledgment and all other substantially similar acknowledgments by additional
guarantors dated on or about the date hereof relating to the New Note collectively acknowledge guaranties of an aggregate of
$5,000,000 plus accrued and unpaid interest.




</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>



<PAGE>
                  IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment to be executed as of and effective as of the
16th day of April, 2003.

Witnessed By:                                                          Guarantor:

/s/ Lydia Jasso_________________                               /s/ Franklin I. Chandler_________________ (Seal)
__________________________________                            __________________________________
                                                              Franklin I. Chandler
__________________________________                            __________________________________
Print Name and Title                                          Print Individual's Name

                                                              Corporate or Partnership Guarantor:

                                                              CHANDLER FAMILIY LIMITED PARNERSHIP
                                                              (Name of Corporation, Partnership, etc.)


                                                              By:_________________    (Seal)

                                                              Name:_________________

                                                              Title:  Partner_________________

                                                              _________________
                                                              Attest (If Applicable)

                                                                                [Corporate Seal]

Corporate Acknowledgment

State of_________________              )
                                       )
County of_________________             )

This instrument was acknowledged before me on April 16__________, 2003, by __________, ________________ of __________________, a
____________________ corporation, on behalf of said corporation.


                                                              /s/ Lydia Jasso_________________
(Seal)                                                        Notary Public
                                                              in and for the State of Kansas

10-30-03                                                      Lydia Jasso
_________________                                             _________________
My Commission Expires                                         Print Name of Notary
My Commission Expires                                         Print Name of Notary

</PRE>

<HR SIZE=1 align=center width=90% NOSHADE>


<PRE>


                  IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment to be executed as of and effective as of the
__ day of April, 2003.

Witnessed By:                                                          Guarantor:
_________________                                             __________________________________  (Seal)
_________________                                             Frankllin Chandler_________________
Print Name and Title                                          Print Individual's Name

Individual Acknowledgment

State of _________________             )
                                       )
County of _________________            )

This instrument was acknowledged before me on ___________, 2003, by    .
                                               (Guarantor)

(Seal)                                                        ____________________________
                                                              Notary Public
                                                              in and for the State of______________

_________________                                             _________________
My Commission Expires                                         Print Name of Notary


</PRE>




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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exhibit10-3.htm
<DESCRIPTION>SERVICING AGREEMENT
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.3</TITLE>
</HEAD>
<BODY>


<PRE>


                                                                   Exhibit 10.3



                                        [***] TEXT OMITTED AND FILED SEPARATELY
                                               CONFIDENTIAL TREATMENT REQUESTED





-------------------------------------------------------------------------------

                              SERVICING AGREEMENT

                         Dated as of January 29, 1998

                                     Among

                     WEST CAPITAL FINANCIAL SERVICES CORP.

                                As the Servicer

                    WEST CAPITAL RECEIVABLES CORPORATION I

                                As the Borrower

                                      And

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCATION

                            As the Collateral Agent


-------------------------------------------------------------------------------













[***]  Omitted pursuant to a request for confidential treatment. The omitted
material
has been filed separately with the Securities and Exchange Commission.




</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>

                              SERVICING AGREEMENT

                         Dated as of January 29, 1998

                   WEST  CAPITAL   FINANCIAL   SERVICES   CORP.,  a  California
corporation  (&#147;WestCap&#148;,  and, in its capacity as servicer hereunder,  together
with its  successors  and  permitted  assigns,  the  &#147;Servicer&#148;),  WEST CAPITAL
RECEIVABLES  CORPORATION  I, a California  corporation  (the  &#147;Borrower&#148;),  and
NORWEST BANK MINNESOTA,  NATIONAL ASSOCIATION,  a national banking association,
as  collateral  agent  (in such  capacity,  together  with its  successors  and
permitted assigns, the &#147;Collateral Agent&#148;) agree as follows:.

                             W I T N E S S E T H:

                  WHEREAS,  the Borrower  has entered into a Credit  Agreement,
dated  as of  January  29,  1998  (as it may  from  time to  time  be  amended,
supplemented,   or  modified,   the  &#147;Credit  Agreement&#148;)  with  Daiwa  Finance
Corporation  (the  &#147;Lender&#148;)  and  WestCap,  pursuant  to which the Lender will
make advances  (&#147;Advances&#148;) to the Borrower from time to time secured,  in part
by the Designated Receivables (as hereinafter defined); and

                  WHEREAS,   the  Borrower  has   requested   the  Servicer  to
undertake  the  collection  and  servicing  responsibilities  in respect of the
Designated  Receivables,  all upon the  terms  and  subject  to the  conditions
hereinafter set forth; and

                 WHEREAS,  it is a condition precedent to the obligation of the
Lender to make  Advances  under the Credit  Agreement  that the  Borrower,  the
Servicer  and the  Collateral  Agent shall have  executed  and  delivered  this
Servicing Agreement;

                  NOW,  THEREFORE,  to induce the Lender to make the  Advances,
the Borrower and the Servicer  hereby agree with the  Collateral  Agent for the
benefit of the Secured Parties (as hereinafter defined) as follows:

                                   ARTICLE I

                                  DEFINITIONS

                  Section 1.01  Definitions.  Unless otherwise  defined herein,
terms used herein  shall have the meanings  specified  in the Credit  Agreement
or the Security  Agreement;  as used in this  Agreement,  the  following  terms
shall have the following meanings:

                  &#147;Account  Agreement&#148;  means an agreement  pursuant to which a
Receivable was incurred.


                                       -1-



</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>



<PAGE>
                  &#147;Agreement&#148;  means this Servicing  Agreement,  as it may from
time to time be amended,  supplemented  or  otherwise  modified  in  accordance
with the terms hereof

                  &#147;Indemnified  Amount&#148;  has the meaning  specified  in Section
5.09.

                  &#147;Indemnified  Parties&#148;  has the meaning  specified in Section
5.09.

                  &#147;Monthly  Servicer  Report&#148; means a report of the Servicer in
the form of Exhibit A hereto.

                  &#147;Put-Back Period&#148; means,  with respect to any Portfolio,  the
time  period  (as  specified  in the Bank  Agreement  pursuant  to  which  such
Portfolio  was  purchased)  during  which the  Borrower may require the Selling
Bank to repurchase  Designated  Receivables  in such Portfolio as a result of a
breach  of   representations   or  warranties  or  because  they  do  not  meet
eligibility standards.

                  &#147;Servicing  Fee'' has the meaning  specified in Section 2.02.
The Servicing Fee shall be reduced by the  applicable  percentage (as set forth
in Section  2.02) of any  Collections  with respect to which the  Servicing Fee
has  already  been  paid  which  Collections  are  subsequently   reversed  for
insufficient funds or similar reasons.

                  &#147;Servicer  Termination  Event&#148; has the meaning  specified  in
Section 4.01.

                  Section  1.02   General.   The  words   &#147;herein,&#148;   &#147;hereof,&#148;
&#147;hereunder,&#148;  and other words of similar  import  refer to this  Agreement as a
whole,  including the Schedules and Exhibits hereto,  as the same may from time
to  time  be  amended  or  supplemented,  and  not to any  particular  section,
subsection  or clause  contained  in this  Agreement.  References  herein to an
Exhibit,  Schedule,  Section,  subsection  or clause  refer to the  appropriate
Exhibit or Schedule  to, or Section,  subsection  or clause in this  Agreement.
Wherever  from the context it appears  appropriate,  each term stated in either
the  singular  or  plural  shall  include  the  singular  and the  plural,  and
pronouns  stated in the masculine,  feminine or neuter gender shall include the
masculine, the feminine and the neuter.


                                  ARTICLE II

                         SERVICING AND ADMINISTRATION

                  Section 2.01 Servicing.

                  (a)      The Servicer  shall manage,  collect and  administer
all Designated  Receivables,  shall exercise all discretionary  powers involved
in  such  management,  collection  and  administration  and  shall,  except  as
otherwise  specified in this  Agreement,  bear all costs and expenses  incurred
in  connection  therewith  that may be necessary or advisable and permitted for
carrying  out  the  transactions   contemplated  by  this  Agreement,   all  in
accordance with the Collection Policies and

                                       -2-



</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>

Procedures  and the other terms and  conditions of this  Agreement,  including,
without  limitation,  determining  whether  and  where to bring  legal  actions
against  Obligors,  including  arranging  with  appropriate  attorneys  for the
bringing  of  such  legal  action  and  collecting  judgments  secured  by such
attorneys.  The Servicer shall have full power and  authority,  acting alone or
through  any  party  properly  designated  by it,  to do any and all  things in
connection  with  such  servicing,   and  administration   which  it  may  deem
necessary or desirable;  provided,  however,  that the Servicer  shall exercise
the same degree of care that it exercises in handling  similar  matters for its
own account and will create and  administer  policies and practices  consistent
with the policies and  practices  applied with respect to its own  receivables.
The  Servicer  shall  comply at all  times in all  material  respects  with its
policies,  practices,  procedures and internal  controls in effect at such time
with respect to the servicing and  collection  of the  Designated  Receivables.
The  Servicer's  management,  collection and  administration  of the Designated
Receivables   hereunder  shall  comply  in  all  material   respects  with  all
applicable  Requirements  of Laws.  All servicing  activities  hereunder by the
Servicer and its employees  shall be conducted from the  Servicer's  offices at
5775 Roscoe  Court,  San Diego,  CA or at such other  locations as to which the
Collateral Agent is provided 30 days' advance written notice.

                  (b)      On  the  Initial  Closing  Date,  the  Lockbox,  the
Lockbox Account,  the Receivables Revenue Account and the Receivables  Purchase
Account  shall  each  have  been   established  to  the   satisfaction  of  the
Collateral  Agent.   Except  as  set  forth  in  the  Collection  Policies  and
Procedures,   the  Servicer  shall  instruct   Obligors   making   payments  on
Designated Receivables to direct all such payments to the Lockbox.

                  (c)      Except   during  the   continuance   of  a  Servicer
Termination  Event,  the Servicer shall deposit all Collections  received by it
from time to time in the Lockbox  Account as  promptly  as  possible  following
receipt  thereof,  but in no event later than the Business Day  following  such
receipt.  All Collections  received by the Servicer will, pending remittance to
the Lockbox  Account,  be held in trust by the  Servicer for the benefit of the
Collateral Agent.

                  (d)      Funds  representing  Collections  on  deposit in the
Lockbox  Account shall be disbursed by the Lockbox Bank in accordance  with the
Security  Agreement.  In no event shall the Servicer have any right to make any
withdrawals  or transfers of  Collections  from the Lockbox  Account  except as
specified in this Agreement.

                 (e)       Subject  to  Article  IV,  the   obligation  of  the
Servicer  to service the  Designated  Receivables  is personal to the  Servicer
and shall not be assignable by the Servicer  without the prior written  consent
of the  Lender,  which  approval  the  Lender  may  withhold  in its  sole  and
absolute  discretion,  and the parties recognize that it would be difficult for
any other  Person to perform  such  obligations.  Accordingly,  the  Servicer's
obligation  to  service  the   Designated   Receivables   hereunder   shall  be
specifically  enforceable  and  shall  be  absolute  and  unconditional  in all
circumstances,  including,  without  limitation,  after any termination of this
Agreement until the appointment of a successor servicer.

                                       -3-


</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>





<PAGE>
                  (f)      The Servicer's  method of compensating its employees
who will be assigned to collection  of the  Designated  Receivables  (including
any incentive  programs) is set forth on Exhibit B hereto.  The Servicer  shall
notify the  Borrower  and the Lender at least seven days prior to any change in
such  method.  Compensation  levels  shall be set by the  Servicer  in its sole
discretion.

                  (g)      The Servicer  shall  maintain,  at its sole expense,
an errors and omissions policy and a general  comprehensive  liability  policy,
each with a financially sound and reputable  insurer  acceptable to the Lender.
Such errors and  omissions  policy  shall insure the Servicer for not less than
$ 1,000,000 per  occurrence  and $5,000,000 in the aggregate and shall name the
Collateral  Agent for the  benefit  of the  Secured  Parties  as an  additional
insurer  or  loss  payee  with  respect  to  the   Servicer's   indemnification
obligations  hereunder.  The Servicer shall provide to the Collateral Agent and
the Lender,  on the Initial  Closing Date and from time to time thereafter upon
any change in or  renewal of such  errors and  omissions  policy,  an  original
certificate of insurance  evidencing  such policy.  The Servicer shall not take
any action to cancel or terminate  such policy unless a  substantially  similar
policy is in effect  providing the same  coverage.  The Servicer shall instruct
its  insurance  carrier to notify the Borrower,  the Lender and the  Collateral
Agent  concurrently  with the delivery of any notice  regarding the termination
or cancellation by the issuer of such policy.

                  (h)      The   Servicer   shall   create,   on  its   system,
computerized  records  for all of the  Designated  Receivables,  which  records
shall  include  all  of  the  information  delivered  to  the  Servicer  by the
Borrower or a Selling  Bank on each Closing  Date and which  records,  from and
after the Closing Date,  shall become the property of the Borrower,  subject to
the lien and  security  interest  of the  Collateral  Agent (for the benefit of
the Secured  Parties)  under the  Security  Agreement,  and shall be updated by
the Servicer  from time to time.  When a Portfolio is delivered by the Borrower
to the Servicer for  servicing  hereunder,  the  Servicer  shall,  by not later
than the end of the Put-Back  Period,  identify  Designated  Receivables  which
are subject to repurchase  under the Bank  Agreement  related to such Portfolio
and promptly  deliver to the Selling  Bank,  with copies to the  Borrower,  the
Lender and the Collateral  Agent, a magnetic tape or diskette  (accompanied  by
a hard-copy  printout)  identifying  such Designated  Receivables and all other
documentation   required  to  effectuate  such   repurchase   under  such  Bank
Agreement.  In addition,  the  Servicer  shall  handle all  correspondence  and
communications  from  Obligors in a manner  similar to that in which it handles
the same with respect to its own receivables.

                  (i)      In performing its services  hereunder,  the Servicer
shall (a) use the name of the Selling Bank only to the extent  permitted  under
the relevant Bank  Agreement and (b) report all  Designated  Receivables to the
relevant credit bureau as being owned by the Borrower.

                  (j)      In  accordance   with  the   Collection   Policies  and
Procedures,  the  Servicer  shall offer  Obligors  the  opportunity  to enter into
Rewritten  Receivables as a means of repaying their  obligations.  Notwithstanding
that the Servicer  shall be the nominal  party to the Rewritten  Receivables,  all
right,  title  and  interest  thereto  shall  be  the  exclusive  property  of the
Borrower  subject  to the lien and  security  interest  of the  Collateral  Agent.
Immediately upon execution of any Rewritten  Receivable,  the Servicer shall affix
thereto a legend clearly stating that all right, title and

                                       -4-

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>



interest  thereto  shall be the exclusive  property of the Borrower  subject to
the lien and security  interest of the Collateral  Agent.  On the last Business
Day of each month,  or at such other time as is  requested  by the Lender,  the
Servicer  shall  deliver  the  original  of each  Rewritten  Receivable  to the
Collateral Agent.

                  Section 2.02 Servicing Compensation.        As           sole
compensation  (except  as  specifically  set forth  herein)  for its  servicing
activities  hereunder  and  reimbursement  (except  as  specifically  set forth
herein) for certain of its expenses as set forth  herein,  the  Servicer  shall
be  entitled  to receive a  servicing  fee (the  &#147;Servicing  Fee&#148;) in an amount
equal to [***%] of all  Collections  received  by the  Servicer  and  deposited
into the Lockbox Account;  provided,  however, that the Servicing Fee shall not
be payable  with respect to (a) any  Collections  to the extent that they are a
result of repurchase of Designated  Receivables  by a Selling Bank or indemnity
payments  from  a  Selling  Bank,  (b)  the  proceeds  of  any  Disposition  of
Designated  Receivables  deemed  to be  &#147;uncollectible&#148;  under  the  Collection
Policies and Procedures or (c) the proceeds of any  Securitization  Transaction
involving  Designated  Receivables.  The  Servicing Fee shall be paid solely as
and to the extent set forth in Section 6 of the Security Agreement.

                  Except  as  otherwise   specified   herein,   the  Servicer's
expenses include all expenses
incurred by the  Servicer in  connection  with its  activities  hereunder.  The
Servicer  shall be required to pay such  expenses for its own account and shall
not be entitled  hereunder  to any  payment or  reimbursement  therefore  other
than the Servicing Fee.

                  Section 2.03  Representations  and  Warranties.  The Servicer
hereby makes the following  representations  and warranties on which the Lender
has relied in making the Advances to the Borrower:

                  (a)      Organization  and Good  Standing.  The Servicer is a
corporation  duly  organized,  validly  existing and in good standing under the
laws of the State of California,  and has full corporate  power,  authority and
the  legal  right  to own  its  properties  and  conduct  its  business  as now
conducted,  and to execute,  deliver and  perform  its  obligations  under this
Agreement and each other Program Document to which it is a Party.

                  (b)      Due   Qualification.   The   Servicer  (i)  is  duly
qualified to do business and is in good  standing as a foreign  corporation  in
each  jurisdiction  where such  qualification  is necessary in order to perform
its duties  hereunder if the failure to be so  qualified  would have a Material
Adverse  Effect,  (ii) has  obtained  all  licenses  and  approvals as required
under  federal  and  state  law  that  are  necessary  to  perform  its  duties
hereunder,  except  where the failure to obtain such  license or approval  does
not  materially  adversely  affect  its  ability  to  perform  its  obligations
hereunder  and  has no  reasonable  likelihood  of  resulting  in any  material
liability to the Borrower,  the Lender or the Collateral  Agent and (iii) is in
compliance with its certificate of incorporation and bylaws.

                  (c)       Due  Authorization.  The  execution,  delivery  and
performance  of this  Agreement  and  each  Program  Document  to which it is a
party by the Servicer have been duly

                                       -5-




[***]  Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.

</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>




authorized  by all necessary  corporate  action on its part and do not and will
not contravene any provision of its certificate of incorporation or bylaws.

                  (d)      Binding Obligation.  This Agreement and each Program
Document  to which it is a party  constitutes  the  legal,  valid  and  binding
obligation  of the  Servicer,  enforceable  against it in  accordance  with its
terms,  subject to  bankruptcy,  insolvency  or other  similar  laws  affecting
creditors&#146;  rights  generally  and to  general  principles  of equity  (whether
considered in a proceeding in equity or at law).

                  (e)      No  Conflict.  The  execution  and  delivery of this
Agreement  and each  Program  Document to which it is a party by the  Servicer,
the  performance  by the  Servicer  of the  transactions  contemplated  by this
Agreement  and  each  Program   Document  to  which  it  is  a  party  and  the
fulfillment  of the terms hereof and thereof  applicable to the Servicer do not
and will not conflict with,  violate,  result in any breach of any of the terms
or  provisions  of, or constitute  (with or without  notice or lapse of time or
both) a default  under,  any  Requirement  of Law applicable to the Servicer or
any  indenture,   contract,  agreement,   mortgage,  deed  of  trust  or  other
instrument  to which it is a party or by which it or any of its  properties  is
bound.

                  (f)      No  Litigation.  Except as  otherwise  disclosed  in
writing to the Lender,  there are no lawsuits,  administrative  proceedings  or
investigations  pending or, to the best  knowledge of the Servicer,  threatened
against the Servicer before any court,  regulatory body,  administrative agency
or other tribunal or  governmental  instrumentality  relating to the Servicer's
collection  activities  which have a  reasonable  likelihood  of  resulting  in
liability to the Servicer in excess of $ 10,000.

                   (g)      All    Consents     Required.     All    approvals,
authorizations,  consents,  orders,  licenses or other actions of any Person or
of any  Governmental  Authority  required in connection  with the execution and
delivery by the Servicer of this  Agreement and each Program  Document to which
it  is  a  party,   the  performance  by  the  Servicer  of  the   transactions
contemplated  by this  Agreement  and each  Program  Document  to which it is a
party and the  fulfillment  by the  Servicer  of the terms  hereof and  thereof
have been  obtained (or will be obtained  prior to the time  required)  and are
in full force and effect.

                  (h)      Taxes.   The Servicer  has filed all federal,  state
and local tax returns,  in each case  required to be filed and has paid or made
adequate  provision  for  the  payment  of all  taxes,  assessments  and  other
governmental  charges  shown due thereon  except where such taxes,  assessments
or charges are being contested in good faith.

                  (i)      Compliance.      The Servicer has complied  with all
Requirements  of Law in respect of the conduct of its  business  and  ownership
of its  property,  except  where  the  failure  to comply  does not  materially
adversely  affect its ability to perform its  obligations  hereunder  or has no
reasonable   likelihood  of  resulting  in  any  material   liability  for  the
Borrower, the Lender and the Collateral Agent.

                                       -6-


</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>



<PAGE>
                  (j)      Servicing.       Since  December  3 1,  1997,  there
has been no material  adverse  change in the ability of the Servicer to manage,
collect or administer  the Designated  Receivables.  The Servicer has delivered
to  the  Lender  a true  and  complete  copy  of the  Collection  Policies  and
Procedures.

                  Each of the  representations and warranties set forth in this
Section  2.03(a)  shall be deemed to be restated on each day on which  Advances
are made under the Credit  Agreement and shall  survive  execution and delivery
of this Agreement.

                  Section 2.04  Covenants of the  Servicer.  From and after the
Closing Date until this Agreement is terminated:

                  (a)       Compliance with Requirements of Law.       The
Servicer  shall (i) duly satisfy its  obligations  in all material  respects on
its  part  to  be  fulfilled  under  or  in  connection  with  each  Designated
Receivable,  including,  without limitation,  all of its obligations under each
Bank Agreement,  (ii) maintain in effect all material  qualifications  required
under  Requirements  of  Law in  order  to  service  properly  each  Designated
Receivable   and  (iii)  comply  in  all  material   respects  with  all  other
Requirements of Law in connection with servicing each Designated Receivable.

                  (b)      No Rescission or Cancellation.     The      Servicer
shall  not  consent  to  any  rescission  or  cancellation  of  any  Designated
Receivable  except as ordered  by a court of  competent  jurisdiction  or other
Governmental  Authority  or in  accordance  with the  Collection  Policies  and
Procedures.

                  (c)      Protection of Rights.     The  Servicer   shall  not
take any action,  nor omit to take any action,  which would  materially  impair
the  rights  of the  Borrower,  the  Lender  or  the  Collateral  Agent  in any
Designated  Receivable,  nor shall it reschedule,  revise or defer payments due
on  any  Designated  Receivable,  except  in  accordance  with  the  Collection
Policies and Procedures.

                  (d)      Custodian, Further Assurances.     The      Servicer
shall,  at its own cost and  expense,  (i)  maintain  books  and  records  with
respect to the Designated  Receivables and copies of all documents  relating to
each of the  foregoing,  as well as all  documents  received  from the  Selling
Bank,  as  custodian  for  the  Borrower  and the  Collateral  Agent  and  (ii)
indicate  clearly  on  the  electronic   records  relating  to  the  Designated
Receivables,  including,  without  limitation,  all such records  received from
any Selling Bank,  that the Designated  Receivables  have been  transferred and
assigned to the Borrower  and are subject to the lien and security  interest of
the  Collateral  Agent  and  that  all  moneys  payable  thereunder  have  been
assigned  to  the  Collateral  Agent.  The  Servicer  shall  take  all  actions
requested  by the Lender or the  Collateral  Agent in order to  effectuate  the
intentions of the parties hereto that the  Collateral  Agent be entitled to all
Collections  and that the  Designated  Receivables  be the sole property of the
Borrower subject to the lien and security interest of the Collateral Agent.


                                       -7-


</PRE>


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<PRE>



<PAGE>
                  (e)      Information Furnished.    All information  furnished
by the  Servicer  to the  Borrower,  the  Lender or the  Collateral  Agent with
respect to the  Designated  Receivables  and the  Collections  will be true and
correct in all  material  respects at the time such  information  is  furnished
and will not omit to state a material  fact  required  to be stated  therein or
necessary to make the statements  contained  therein not  misleading  under the
circumstances made.

                  (f)      Taxes.   The Servicer  will file all federal,  state
and local tax  returns,  in each case  required to be filed by the Servicer and
pay or make adequate  provision for the payment of all taxes,  assessments  and
other  governmental   charges  shown  due  thereon  except  where  such  taxes,
assessments or charges are being contested in good faith.

                  (g)       Collection Policies and Procedures.        The
Servicer  shall not amend or modify  the  Collection  Policies  and  Procedures
without the prior written consent of the Lender.

                  (h)      Servicer Not to Resign.   The  Servicer   shall  not
resign from the duties and  obligations  imposed upon it pursuant hereto except
upon  its  determination  that  its  continued  performance  hereunder  will no
longer be  permissible  under  applicable  law, as  evidenced  by an opinion of
counsel  delivered to the Lender.  No such resignation shall be effective until
the appointment of a successor servicer under Section 4.02.

                  Section 2.05 Monthly Servicer Reporting Requirements.
The  Servicer  shall  provide  the  following  reports and  information  to the
Lender and (with respect to subsection (a) below, to the Collateral Agent):

                  (a)      Within 15 days  following  the end of each  calendar
month, the Monthly  Servicer Report with respect to all Designated  Receivables
as of the end of such calendar month,  and a magnetic medium  containing a copy
of the Servicer's central data file pertaining to the Designated Receivables.

                  (b)      Within  60 days  following  the  end of each  fiscal
quarter of the  Servicer,  unaudited  financial  statements  for the  Servicer,
including a balance  sheet as of the end of such  fiscal  quarter and an income
statement  for such  fiscal  quarter,  all  certified  by the  chief  financial
officer  of the  Servicer  as having  been  prepared  in  accordance  with GAAP
consistently applied.

                  (c)      Within 120 days  following the end of the Servicer's
fiscal year, financial  statements for the Servicer,  including a balance sheet
as of the end of such  fiscal  year and an  income  statement  for such  fiscal
year,  prepared in accordance with GAAP  consistently  applied and certified by
the  Servicer's  independent  certified  public  accountants  as having been so
prepared.

                  (d)      Upon the  reasonable  request  of the  Lender,  such
lists,  records,  statistics  and credit  information  regarding the Designated
Receivables and the Collections as shall be requested by the Lender.


                                       -8-


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<PRE>



<PAGE>
                  (e)      Promptly  (but  in any  event  not  later  than  two
Business Days) after the Servicer's  learning thereof,  notice to the Borrower,
the  Lender  and the  Collateral  Agent  of all  litigation  or  administrative
proceedings  commenced  or  threatened  against the  Servicer  by  Governmental
Authorities  where the same has a  reasonable  likelihood  of having a Material
Adverse  Effect  and  of  all  other  material   litigation  or  administrative
proceedings   commenced  or  threatened   against  the  Servicer  by  Obligors,
including  any  and  all  written  communications  questioning  the  Servicer's
compliance,  in any material  respect,  with any  Requirement of Law,  together
with  regular (but not less  frequently  than  monthly)  updates as to material
developments regarding such litigation, proceedings or communications.

                                  ARTICLE III

                    OTHER MATTERS RELATING TO THE SERVICER.

                  Section 3.01      Access  to  Certain   Documentation   and
Information  Regarding the Designated  Receivables.  The Servicer shall provide
to the  Borrower,  the  Lender  and the  Collateral  Agent  and  each of  their
respective  agents and  representatives  full  access to its books and  records
relating  to the  Designated  Receivables  and to all  documentation  and other
computer  records  regarding  the  Designated  Receivables,  such access  being
afforded  without charge but only during normal  business hours upon reasonable
advance notice,  subject to the Servicer's normal security and  confidentiality
procedures  and at  offices  designated  by the  Servicer.  Such  access  shall
include  the  ability  to monitor  telephone  calls  made to or  received  from
Obligors by employees of the Servicer.

                  Section 3.02      Merger.   Consolidation  or  Transfer  of
Assets.  The  Servicer  shall not  consolidate  with or merge  with or into any
other Person or convey or transfer its properties and assets  substantially  as
an entirety to any Person;  provided,  however,  that the Servicer may merge or
consolidate  with any  Person if (a) after  giving  effect to such  merger,  no
Event of Default or Incipient  Event of Default  shall have  occurred,  (b) the
Person  surviving  such merger or  consolidation  agrees in writing to be bound
by the terms hereof and (c) the  Servicer  provides  the  Borrower,  the Lender
and  the  Collateral  Agent  with  prior  written  notice  of  such  merger  or
consolidation not less than 30 days prior thereto.


                                  ARTICLE IV

                          SERVICER TERMINATION EVENTS

                  Section 4.01      Servicer Termination Events.       If any
one of the following events (each, a &#147;Servicer Termination Event&#148;) shall
occur:

                  (a)      any  failure by the  Servicer  to make any  payment,
transfer or deposit  required  pursuant to this Agreement within three Business
Days after it is due or to give  instructions  or notice  within  one  Business
Day after it is required pursuant to this Agreement;

                                       -9-


</PRE>


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<PRE>


<PAGE>
                  (b)      any  failure  on the  part of the  Servicer  duly to
observe  or perform  in any  material  respect  any of its other  covenants  or
agreements  (not  described in  paragraph  (a) above or (e) below) set forth in
this  Agreement,  or any provision of the Collection  Policies and  Procedures,
which failure  materially  adversely  affects the rights of the  Borrower,  the
Lender or the  Collateral  Agent and  continues  unremedied  for a period of 10
Business Days  following the date of such failure  provided,  however,  that if
any such  default is, in the  reasonable  judgment  of the  Lender,  remediable
within 180 days after its  occurrence,  such  default  shall not be an Event of
Default  hereunder  for  such  period  of time  (but not  longer  than 180 days
following the occurrence thereof) as the Servicer is attempting to remedy it;

                  (c)      any  representation,  warranty or certification made
by the Servicer in this  Agreement or in any  certificate  or report  delivered
pursuant to this  Agreement  shall prove to have been incorrect in any material
respect  when  made  provided,  however,  that if any such  breach  is,  in the
reasonable  judgment  of the  Lender,  remediable  within  180 days  after  its
occurrence,  such breach  shall not be an Event of Default  hereunder  for such
period  of time  (but  not  longer  than  180  days  following  the  occurrence
thereof) as the Servicer is attempting to remedy it;

                  (d)      there  shall occur a change in the  stockholders  of
the  Servicer  in  which  the  majority   control  of  the  Servicer  shall  be
transferred  to  another  Person  or  group  of  Persons  (other  than the Note
Purchaser and its Affiliates) acting in concert;

                  (e)      the  Servicer  shall (i) fail to maintain  insurance
as  required   pursuant  to  Section  2.0  1  (g),  (ii)  fail  to  follow  any
instructions  given  by  the  Lender  or the  Collateral  Agent  in  accordance
herewith  within  a  reasonable  period  of time,  (iii)  fail to  deliver  any
Monthly  Servicer  Report  required to be delivered  under  Section 2.05 within
three  Business  Days  after  the time set  forth  in such  Section  or (iv) be
unable to perform its  responsibilities  hereunder for 10 consecutive  Business
Days due to any reason, including force majeure;

                  (f)      the Servicer  shall consent to the  appointment of a
conservator,  receiver or liquidator in any  insolvency,  readjustment of debt,
marshalling  of assets and  liabilities  or similar  proceedings of or relating
to it or of or  relating  to all or  substantially  all of its  property,  or a
decree  or  order  of  a  court  or  agency  or  supervisory  authority  having
jurisdiction  in the premises for the  appointment of a  conservator,  receiver
or liquidator in any insolvency,  readjustment  of debt,  marshalling of assets
and  liabilities or similar  proceedings,  or for the winding-up or liquidation
of its affairs,  shall have been  entered  against the Servicer and such decree
or order shall have  remained in force  undischarged  or unstayed  for a period
of 60 days;  or the  Servicer  shall admit in writing its  inability to pay its
debts  generally as they become due,  file a petition to take  advantage of any
applicable  insolvency or reorganization  statute,  make any assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations;

then, the Collateral  Agent,  upon receipt of instructions  from the Lender, by
notice  then given in  writing  to the  Servicer,  shall  terminate  all of the
rights and obligations of the Servicer under this

                                       -10-


</PRE>


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<PRE>



<PAGE>
Agreement;  provided,  however,  that upon the occurrence of an event described
in subsection (f) above,  such  termination  shall be automatic  without notice
thereof by any party.

                  Section 4.02      Consequence of Termination or  Resignation.
Upon the  effectiveness of any termination  hereof,  all authority and power of
the Servicer under this Agreement shall  terminate;  and,  without  limitation,
the  Lender  or its  designee  is hereby  authorized  and  empowered  (upon the
failure of the  Servicer to  cooperate)  to execute and  deliver,  on behalf of
the  Servicer,  as  attorney-in  fact or  otherwise,  all  documents  and other
instruments  upon the  failure of the  Servicer  to  execute  or  deliver  such
documents or  instruments,  and to do and  accomplish  all other acts or things
necessary or  appropriate  to effect the purposes of such transfer of servicing
rights.  The Servicer  agrees that no termination  of this  Agreement  shall be
effective  until such time as a successor  servicer  shall have been  appointed
and  that it  will  cooperate  with  the  Collateral  Agent  and any  successor
servicer in effecting the  termination  of the  responsibilities  and rights of
the Servicer to conduct servicing  hereunder,  including,  without  limitation,
the  transfer to such  successor  servicer of all  authority of the Servicer to
service  the  Designated   Receivables   provided  for  under  this  Agreement,
including,  without limitation,  all authority over all Collections which shall
on the date of  transfer be held by the  Servicer  for  deposit,  or which have
been  deposited  by the  Servicer  in the  Lockbox  Account or the  Receivables
Revenue  Account,  or which shall  thereafter  be received  with respect to the
Designated  Receivables.  Upon any termination of the Servicer  hereunder,  the
Servicer  shall  promptly  transfer  its  electronic  records  relating  to the
Designated  Receivables to the successor  servicer in such  electronic  form as
such successor  servicer may reasonably  request and shall promptly  deliver to
such  successor  servicer  all other  records,  correspondence  -and  documents
necessary  for the continued  servicing of the  Designated  Receivables  in the
manner and at such times as such successor servicer shall reasonably request.


                                   ARTICLE V

                                 MISCELLANEOUS

                  Section 5.01      Notices,    etc.   All   notices   and   other
communications  hereunder shall,  unless  otherwise  stated herein,  be in writing
(which shall include facsimile  communication) and be faxed or delivered,  to each
party  hereto,  at its  address set forth  under its name on the  signature  pages
hereof  or at such  other  address  as  shall  be  designated  by such  party in a
written  notice  to the  other  parties  hereto.  Notices  and  communications  by
facsimile  shall be  effective  when sent (and shall be followed by hard copy sent
by regular  mail),  and notices and  communications,  sent by other means shall be
effective when received.

                  Section 5.02      Complete  Agreement,  Successors  and Assigns.
Relationship of Parties.  This Agreement  constitutes the complete agreement between
the parties  hereto with respect to the subject  matter  hereof and  supersedes  all
existing  agreements  and all oral,  written or other  communications  between  them
concerning its subject matter. This Agreement shall be binding upon

                                       -11-



<PAGE>
the parties hereto and their  respective  successors and permitted  assigns and
shall  inure  to the  benefit  of  the  parties  hereto  and  their  respective
successors and permitted  assigns;  provided that the Servicer shall not assign
any of its rights or obligations  hereunder  without the prior written  consent
of the.  Lender.  The parties are entering into this  Agreement as  independent
contractors.  In no event  shall  either  party be deemed  an agent,  employee,
joint venturer or partner of the other.

                  Section 5.03      No Waiver.       None of the  undertakings,
agreements,   warranties,   covenants  or   representations   of  the  Servicer
contained in this Agreement and no Servicer  Termination  Event shall be deemed
to have been  suspended  or waived  unless such  suspension  or waiver is by an
instrument  in  writing  signed by an  officer  of the  Collateral  Agent.  Any
failure by the Borrower,  the Lender or the  Collateral  Agent,  at any time or
times,  to require  strict  performance  by any other party of any provision of
this  Agreement  shall not  waive,  affect or  diminish  its  respective  right
thereafter  to  demand  strict  compliance  and  performance   therewith.   Any
suspension or waiver by the Collateral  Agent of a Servicer  Termination  Event
shall not  suspend,  waive or  affect  any other  Servicer  Termination  Event,
whether the same is prior or  subsequent  thereto and whether of the same or of
a different type.

                  Section 5.04 Severability.         Any   provision   of  this
Agreement which is prohibited or unenforceable  in any  jurisdiction  shall, as
to such  jurisdiction,  be  ineffective  to the extent of such  prohibition  or
unenforceability  without  invalidating the remaining  provisions  hereof,  and
any  such  prohibition  or  unenforceability  in  any  jurisdiction  shall  not
invalidate or render unenforceable such provision in any other jurisdiction.

                  Section 5.05      Amendments: Governing Law.This    Agreement
and  the  rights  and  obligations  of the  parties  hereunder  (a)  may not be
changed  orally  but only by an  instrument  in  writing  signed  by the  party
against  which  enforcement  is sought and (b) shall be construed in accordance
with and governed by the laws of the State of New York.

                  Section 5.06      Setoff: The  Servicer  hereby   irrevocably
and  unconditionally  waives  all  right  of  set-off  that it may  have  under
contract  (including this Agreement),  applicable law or otherwise with respect
to any funds or monies of the Borrower,  the Lender or the Collateral  Agent at
any time held by or in the possession of the Servicer.

                  Section 5.07      Further Assurances.       The      Servicer
agrees to do such  further  acts and things and to execute  and  deliver to the
Borrower,  the Lender and the  Collateral  Agent such  additional  assignments,
agreements,  powers and  instruments as are reasonably  required by such Person
to carry into effect the  purposes of this  Agreement  or to better  assure and
confirm unto each such Person its rights, powers and remedies hereunder.

                  Section 5.08      Counterparts.    This   Agreement   may  be
executed in any number of copies  (including  copies sent by facsimile or other
electronic transmission), and by the different

                                       -12-


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<PAGE>
parties  hereto on the same or  separate  counterparts,  each of which shall be
deemed to be an original instrument.

                  Section 5.09      Indemnity by the Servicer.Without  limiting
any other rights which the  Borrower,  the Lender or the  Collateral  Agent may
have  hereunder  or  under  applicable  law,  the  Servicer  hereby  agrees  to
indemnify the Borrower,  the Lender-and the Collateral  Agent and each of their
respective assigns,  transferees,  participants,  employees and officers (each,
an &#147;Indemnified Party&#148;) from and against any and all damages,  claims,  losses,
liabilities  and related costs and expenses,  including  reasonable  attorneys'
fees and  disbursements  (all of the foregoing being  collectively  referred to
as  &#147;Indemnified  Amounts&#148;),  awarded  against or incurred  by any  Indemnified
Party arising out of or as a result of:

                  (a)      the  characterization in any Monthly Servicer Report
or other  statement  made by the Servicer of any  Designated  Receivable  as an
Eligible  Receivable  which  is not an  Eligible  Receivable  as of the date of
such Monthly Servicer Report or statement;

                  (b)      any  representation or warranty or statement made or
deemed made by the Servicer  (or any of its  officers)  under or in  connection
with this  Agreement  which shall have been  incorrect in any material  respect
when made;

                  (c)      the  failure  by the  Servicer  to  comply  with any
applicable law, rule or regulation  with respect to any Designated  Receivable;
or the failure of any Designated  Receivable to conform to any such  applicable
law, rule or regulation;

                  (d)       any  failure of the  Servicer to perform its duties
or obligations in accordance with the provisions hereof,

                  (e)       the   commingling   of  Collections  of  Designated
Receivables  by the  Servicer at any time with other  funds of the  Servicer or
any of its Affiliates;

                  (f)      any investigation,  litigation or proceeding related
to this  Agreement  or in  respect  of any  Designated  Receivable  or  Related
Security,   except  to  the  extent  any  such  investigation,   litigation  or
proceeding  relates to a possible  matter  involving an  Indemnified  Party for
which  neither  the  Servicer  nor  any  of  its  Affiliates  (other  than  the
Borrower) is at fault;

                  (g)       any  failure  of the  Servicer  to comply  with its
covenants contained herein; or

                                       -13-


</PRE>


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<PAGE>
                  (h)      any  claim  brought  by any  Person  other  than  an
Indemnified  Party  arising  from any  activity  by the  Servicer or any of its
Affiliates or any  subservicer  in servicing,  administering  or collecting any
Designated Receivable;

                  It is expressly  agreed and  understood by the parties hereto
(a) that the  foregoing  indemnification  is not  intended  to,  and shall not,
constitute  a  guarantee  of the  collectibility  or payment of the  Designated
Receivables  and (b) that  nothing  in this  Section  3.02  shall  require  the
Servicer to indemnify any Person (A) for Designated  Receivables  which are not
collected,  not paid or uncollectable on account of the insolvency,  bankruptcy
or financial  inability to pay of the applicable  Obligor (except to the extent
that any Designated  Receivable  was not an Eligible  Receivable on the Closing
Date  related  thereto),  (B) for damages,  losses,  claims or  liabilities  or
related  costs or expenses  resulting  from such Person's  gross  negligence or
willful  misconduct or (C) for any income taxes or franchise  taxes incurred by
such Person  arising out of or as a result of this  Agreement  or in respect of
any  Designated  Receivable.  The  obligations of the Servicer to indemnify the
Indemnified  Parties  hereunder shall survive the termination of this Agreement
or  the  resignation  or  removal  of  the  Servicer.   Following   payment  of
Indemnified  Amounts hereunder by the Servicer,  the Servicer shall be entitled
to assert any claims against any Selling Bank pursuant to the  applicable  Bank
Agreement  that the  Borrower  would be  entitled  to assert in relation to the
matters in respect of which the Indemnified Amounts were paid.

                  If any  Indemnified  Party shall  become aware of any even or
occurrence  whereby it claims,  or may claim or  desire,  indemnity  hereunder,
such  Indemnified  Party shall  notify the  Servicer in writing  promptly  upon
becoming aware of such event or  occurrence;  provided,  however,  that failure
to  provide  such  notice  shall  not  relieve  the  Servicer  of  any  of  its
responsibilities  under this Section  5.10.  The Servicer at the request of any
Indemnified  Party shall have the  obligation to contest or defend  against any
such event or occurrence, including any investigation,  litigation,  proceeding
or action giving rise to a claim for an  Indemnified  Amount,  and the Servicer
in any event may  participate in the defense  thereof with legal counsel of its
choice.  If any Indemnified  Party requests the Servicer to defend against such
investigation,  litigation,  proceeding or action,  the Servicer shall promptly
do so and the  Indemnified  Party shall have the right to  participate  in such
defense,  at its expense,  with legal  counsel of its own choice.  The Servicer
shall  not  settle,   or  enter  into  an   agreement   to  settle,   any  such
investigation,  litigation,  proceeding  or action  without  the prior  written
consent  of  such  Indemnified  Party.  Any  and  all  amounts  payable  by the
Servicer as  indemnification  under this Section 5. 10 shall be due and payable
within  ten days  following  the entry of a final  non-appealable  judgment  in
respect of such  amount,  except  that,  if prior to such entry an  Indemnified
Party at any time is required to pay such amount,  the Servicer  shall pay such
amount at such time.

                  Section  5.10  Headings.   Section   headings  used  in  this
Agreement  are for  convenience  of  reference  only and shall not  affect  the
construction or interpretation of this Agreement.

                                       -14-


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<PRE>




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

                                                     WEST CAPITAL RECEIVABLES
                                                     CORPORATION I

                                                     By:  _____/s/ Carl C. Gregory, III  _
                                                     Name:   Carl C. Gregory, III
                                                     Title:  President/CEO

                                                     5775 Roscoe Ct.
                                                     San Diego, CA 92123


                                                     WEST CAPITAL FINANCIAL SERVICES CORP.

                                                     By:  _____/s/ Carl C.Gregory, III  _
                                                     Name:   Carl C. Gregory, III
                                                     Title: President/CEO

                                                     5775 Roscoe Ct.
                                                     San Diego, CA 92123


                                                     NORWEST BANK MINNESOTA, N.A.,
                                                     as Collateral Agent

                                                     By:  _____/s/ Thomas D. Wraalstad___
                                                     Name:    Thomas D.Wraalstad
                                                     Title: Corporate Trust Officer

                                                     Sixth Street and Marquette Avenue
                                                     Minneapolis, MN 55479-0070













                                        S-1


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<DESCRIPTION>SUPPLEMENT TO SVC AGRMT
<TEXT>
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<HEAD>
<TITLE> Exhibit 10.4</TITLE>
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<PRE>

                                                                                                       Exhibit 10.4


                                                                            [***] TEXT OMITTED AND FILED SEPARATELY
                                                                                   CONFIDENTIAL TREATMENT REQUESTED
                                         SUPPLEMENT TO SERVICING AGREEMENT

                                           (With Consent and Agreement)

         This  SUPPLEMENT TO SERVICING  AGREEMENT  &#147;Supplement&#148;)  is entered into this 22nd day of May 2000, by and
among WEST CAPITAL FINANCIAL  SERVICES CORP.  (&#147;West&#148;),  a California  corporation,  as servicer (as servicer,  the
&#147;Current Servicer&#148;),  WEST CAPITAL RECEIVABLES  CORPORATION I, a California  corporation (the &#147;Borrower&#148;),  NORWEST
BANK  MINNESOTA,   NATIONAL  ASSOCIATION,  as  collateral  agent  (the  &#147;Collateral  Agent&#148;),  and  MIDLAND  CREDIT
MANAGEMENT, INC., a Kansas corporation (individually &#147;MCM&#148; or as the successor servicer, the &#147;Servicer&#148;).

                                                          RECITALS

                   A.       The  Current  Servicer,  the  Borrower  and the  Collateral  Agent are  parties to that
certain Servicing  Agreement,  dated as of January 29, 1998 (the &#147;Current  Servicing  Agreement&#148;).  Pursuant to the
Current Servicing Agreement,  the Current Servicer services,  on behalf of the Borrower and the Collateral Agent, a
pool of  charged-off  consumer  accounts that are owned by the Borrower  (the  &#147;Pool&#148;).  The Pool is pledged by the
Borrower to the Collateral  Agent as security for the  obligations of the Borrower  pursuant to that certain Credit
Agreement,  dated as of January 29, 1998, by and among the Borrower,  Daiwa Finance Corporation  (&#147;Daiwa&#148;),  as the
lender  (the  &#147;Lender&#148;),  and West,  as the seller and the  servicer  (as  amended,  the &#147;Credit  Agreement&#148;),  and
pursuant to the Note (as defined below).  Pursuant to the Credit  Agreement,  the Borrower issued a certain Note to
the Lender,  dated January 29, 1998, in the original  principal  amount of Sixty Million  Dollars  ($60,000,000.00)
(the  &#147;Note&#148;).  The Lender  has  participated  a portion of the Note to  SunAmerica  Inc.,  a Delaware  Corporation
(&#147;SunAmerica&#148;),  and may further participate the Note to third parties (SunAmerica,  as such participant,  and such
additional participants,  collectively, the &#147;Participants&#148;).  The Credit Agreement has been amended by that certain
First Amendment to Credit Agreement, dated June 28, 1999.

                  B.       There are currently  one or more Events of Default,  as defined in, and pursuant to, the
Credit  Agreement,  and  Servicer  Termination  Events,  as defined  in, and  pursuant  to, the  Current  Servicing
Agreement,  which give the  Collateral  Agent on behalf of the Lender the current  right to  terminate  the Current
Servicer as servicer under and pursuant to the Current Servicing Agreement.  Additionally,  the Current Servicer is
having  liquidity  difficulties  and has  advised the Lender that it likely will not be able to continue to service
the Pool.

                  C.       West  has  agreed  to sell  its  servicing  platform  and  certain  other  assets  to an
affiliate  of MCM pursuant to that  certain  Asset  Purchase  Agreement,  dated as of May 11, 2000,  by and between
Midland Acquisition  Corporation,  a Delaware corporation,  and West (the &#147;Purchase Agreement&#148;).  MCM is willing to
assume the  obligations  as successor  servicer to the Current  Servicer,  pursuant to the terms and  conditions of
this Supplement.  The Borrower,  the Lender, the Collateral Agent and the Participants are willing to accept MCM as
the successor servicer.

                  NOW,  THEREFORE,  in  consideration  of the premises and the mutual  promises herein made, and in
consideration of the representations, warranties and covenants contained herein, the parties agree as follows:




                                                         1
[***]  Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately
with the Securities and Exchange Commission.



</PRE>

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                                                     ARTICLE I

                                                    DEFINITIONS

                  1.1      Definitions.  The following  terms shall have the meaning set forth in this Section 1.1.
Any capitalized  term in this  Supplement  that is not defined in this Supplement  shall have the meaning set forth
in the Current Servicing Agreement, either directly or by reference to another document or agreement.

                  &#147;Additional  Servicing  Fee&#148; means,  for any Payment  Date,  a fee in the amount of [***%] of the
Servicing Fee  Collections  and the proceeds from the sale of Bankruptcy  Receivables to the extent included in Net
Collections during the preceding  Measurement Period;  provided,  that, the Additional  Servicing Fee shall only be
payable on any Payment  Date if (a) with respect to each Payment  Date  occurring in July,  2000 and August,  2000,
the Lender Net  Collections  for the  immediately  preceding  Measurement  Period exceed 100 percent  (100%) of the
aggregate  Projected Lender Net Collections for such Measurement  Period, and (b) with respect to all Payment Dates
thereafter,  both (A) the Lender Net Collections for the immediately-preceding  Measurement Period were equal to or
exceeded 100 percent (100%) of the aggregate  Projected  Lender Net Collections for such  Measurement  Period,  and
(B) the aggregate  Lender Net Collections for the  immediately  preceding three (3) Measurement  Periods exceed 100
percent (100%) of the aggregate Projected Lender Net Collections for such three (3) Measurement  Periods;  provided
that, if any sale of Designated  Receivables occurs pursuant to Section 4.6 below during a Measurement  Period, the
Projected  Lender Net  Collections  for such  shortened  Measurement  Period will be calculated on a per diem basis
based on the number of Business Days of such month.

                  &#147;Advance  Date&#148; means each  Friday or such other  agreed-upon  day of each week during  which the
Servicer (or the Trustee by a sweep of the Lockbox  Account)  remits Net  Collections  to the  Receivables  Revenue
Account,  provided,  that,  if any Friday or other  agreed-  upon day is not a Business  Day,  then the Advance Day
shall be the first Business Day occurring thereafter.

                  &#147;Applicable  Hourly Rate&#148; means the hourly rate of the officers and  employees of the Servicer as
set forth on Exhibit A.

                  &#147;Bankruptcy  Receivable&#148;  means a Designated  Receivable with respect to which the obligor is the
debtor in a bankruptcy proceeding.

                  &#147;Base  Servicing  Fee&#148; means for any Advance Date, an amount equal to the aggregate of (i) [***%]
of the Servicing Fee Collections,  (ii) [***%] of the proceeds from the sale of Bankruptcy  Receivables pursuant to
Section 4.5 that, in the aggregate,  do not exceed $250,000 (or with the prior written consent of the Lender,  such
greater   amount  in  a  month),   and  (iii)   [***%]  of  all  Third  Party   Collections   received   since  the
immediately-preceding  Advance  Date,  or,  with  respect to the first  Advance  Date,  since the  Effective  Date;
provided,  that the Base  Servicing  Fee payable with respect to Third Party  Collections  shall only be payable to
the extent such Third Party  Collections  (net of the amount of collection or  contingency  fee paid to or deducted
by any Person  arising from  Designated  Receivables  for which there is a collection  or  contingency  fee that is
payable to any person other than the  Servicer)  that are deposited in the  Receivable  Revenue  Account.  The Base
Servicing Fee shall also include the reimbursements  (as additional  servicing fee) as provided for and pursuant to
the penultimate paragraph of Section 4.6 and Section 4.12.



                                                          2
[***]  Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately
with the Securities and Exchange Commission.


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<PAGE>
                  &#147;Collection  Measurement  Period&#148; means, on any Payment Date, for purposes of Section 6.1(f), the
three (3) Measurement Periods immediately preceding the applicable Payment Date.

                  &#147;Collection   Policies&#148;  means  the  Servicer's  written   collection   policies  and  procedures
applicable to the collection of the Designated  Receivables,  updated as of May 22, 2000, a certified copy of which
has been delivered to the Lender.

                  &#147;Current Service&#148; means West Capital Financial Services Corp., a California corporation.

                  &#147;Current Servicer Liabilities&#148; has the meaning given in Section 2.1.

                  &#147;Current  Servicing  Agreement&#148; means the Current  Servicing  Agreement without reference to this
Supplement.

                  &#147;Effective Date&#148; means May 22, 2000.

                  &#147;Exhausted  Receivable&#148;  means a Designated  Receivable  (or the obligor  thereof) that fall into
one of the following groupings:

                  1.       Expiration of the 7 year Federal Credit Bureau Reporting Period, no
                           payment activity and a bad address and/or phone.

                  2.       Expiration of the legal statute for a particular state, no payment activity,
                                             balance &lt;$1,000, low credit bureau scores and a bad address and/or phone.

                  3.       Chapter 7 Bankruptcy.

                  4.       Death of all parties on the account and no verifiable estate.

                  5.       Cease and Desist requests from customers that are out of the state legal statute or in
                           states where litigation is not prudent.

                  6.       Balance &lt;$300 that did not respond to a direct mail solicitation.

                  7.       No calls,  skip  tracing,  mailing or other  efforts to collect  for any period of seven
                           months from and after January 1, 2000.

                  &#147;Existing  Defaults&#148;  means the  existing  Events of Default and Servicer  Termination  Events as
defined in and pursuant to the Credit Agreement or Current Servicing  Agreement  respectively,  or any other event,
occurrence or set of facts existing  before or as of the Effective Date that could,  or with the passage of time or
the giving of notice would,  allow the  Collateral  Agent or the Lender to exercise any rights or remedies  against
or with respect to the Designated Accounts, the Current Servicer or the Borrower as a result thereof.

                  &#147;Expiration  Date&#148; means the earliest of (i) the end of the  Servicing  Term,  (ii) the effective
date the  Servicer is removed as the  Servicer  pursuant  to the second  sentence of Section 4. 1, as a result of a
Servicer  Termination  Event,  or (iii) the  Collateral  Agent,  at the  direction  of the Lender,  delivers to the
Borrower and the Servicer a written notice of the




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<PAGE>
Collateral  Agent's  election,  at the  direction  of the Lender,  to sell all, or  substantially  all, of the then
remaining Designated Receivables after and during the continuation of a Servicer Termination Event.

                  &#147;Forbearance  Period&#148; means the period of time  commencing  on the  Effective  Date and ending on
the Expiration Date.

                  &#147;Lender Net Collections&#148;  means, for any Payment Date, the amount of Net Collections  received in
the immediately  preceding  Measurement Period less the amount of Base Servicing Fees and Additional Servicing Fees
paid in respect of such immediately preceding Measurement Period.

                  &#147;Liguidity  Event&#148;  means  any  of  the  following  transactions  occurring  on or  prior  to the
Expiration Date (i) any  transaction,  sale,  conveyance or transfer of any of the Designated  Receivables,  or any
interest directly or indirectly therein,  other than the sale of Bankruptcy  Receivables pursuant to Section 4.5 of
this  Supplement  or the sale by the Lender of  Exhausted  Receivables,  whereby  the  Lender (or any  Participant)
receives  or has a right  to  receive,  any cash  proceeds  or  other  monetary  payment,  or (ii)  either  (A) any
securitization of any of the Designated  Receivables,  or (B) any structured finance transaction that is secured by
any of the Designated  Receivables  and that receives not less than an investment  grade rating from the Standard &amp;
Poor&#146;s  Rating  Services,   Moody&#146;s   Investor   Services,   Inc.,  Duff  &amp;  Phelps,   Fitch  IBCA,  or  any  other
nationally-recognized rating agency.

                  &#147;Measurement Period&#148; means a calendar month.

                  &#147;Net  Collections&#148;  means the  aggregate of (i) all monies  (other than Third Party  Collections)
deposited in the Receivables  Revenue Account  representing  collected  available funds, net of checks returned for
insufficient  funds,  received or otherwise  recovered  from or for the account of a Designated  Receivable,  other
than in connection with a sale thereof (the  &#147;Servicing Fee  Collections''),  and (ii) all Third Party  Collections
(net of the amount of  collection  or  contingency  fee paid to or deducted by any Person  arising from  Designated
Receivables  for which  there is a  collection  or  contingency  fee that is payable  to any person  other than the
Servicer),  but only to the extent such amounts are deposited in the Receivables  Revenue  Account,  provided that,
proceeds from the sale of Bankruptcy  Receivables  pursuant to Section 4.5 that,  in the  aggregate,  do not exceed
$250,000 (or with the prior  written  consent of the Lender,  such greater in a month) in a month shall be included
as Net Collections.

                  &#147;Payment Date&#148; means the 20th day of each calendar month,  commencing on June 20, 2000,  provided
that if the 20th day of any  calendar  month is not a  Business  Day,  then the  Payment  Date  shall be the  first
occurring Business Day thereafter.

                  &#147;Protected  Lender Net  Collections&#148;  means for any  Measurement  Period the amount set forth for
such period in the column entitled &#147;Projected Net Cash to Daiwa&#148; in Exhibit B attached to this Supplement.

                  &#147;Responsible  Officer&#148; means the president or the chief financial  officer of the Servicer or any
officer or  employee  who has  management  responsibility  with  respect  to the  deposit  or  transfer  of any Net
Collections of Designated Receivables.

                  &#147;Servicer&#148; means MCM, as the successor servicer.



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<PAGE>
                  &#147;Servicer Report&#148; means a report of the Servicer in the form of Exhibit C hereto.

                  &#147;Servicer Termination Event&#148; has the meaning set forth in Article VI of this Supplement.

                  &#147;Servicing  Agreement&#148; means from and after the Effective Date, the Current  Servicing  Agreement
as supplemented and amended by this Supplement.

                  &#147;Servicing  Term&#148; means  period of time  commencing  on the  Effective  Date and ending two years
thereafter,  or, if  earlier,  the date on which the  Servicer  ceases to be the  Servicer by  termination  without
cause, pursuant to the second sentence of Section 4.1 of this Supplement.

                  &#147;Third Party Collections&#148;  means the gross  collections,  net of checks returned for insufficient
funds,  on Designated  Receivables  for which there is a collection  or  contingent  fee payable to any party other
than the Servicer,  including  without  limitation  National  Attorney  Network (NAN) or any third party collection
agency.

                  1.2      General.  The words &#147;herein,&#148;  &#147;hereof,&#148;  &#147;hereunder,&#148; and other words of similar import
refer to this  Supplement as a whole,  including the  Schedules and Exhibits  hereto,  as the same may from time to
time be  amended or  supplemented,  and not to any  particular  section,  subsection  or clause  contained  in this
Supplement.  References  herein to an Exhibit,  Schedule,  Section,  subsection or clause refer to the  appropriate
Exhibit or Schedule to, or Section,  subsection or clause in this Supplement.  Wherever from the context it appears
appropriate,  each term stated in either the  singular or plural shall  include the  singular  and the plural,  and
pronouns  stated in the  masculine,  feminine or neuter  gender shall include the  masculine,  the feminine and the
neuter.

                                                    ARTICLE 11

                                  TERMINATION OF CURRENT SERVICER; OTHER MATTERS

                  2.1      The Current  Servicer is terminated as the &#147;Servicer&#148;  effective on the Effective  Date.
Neither such  termination nor this  Supplement,  as to the Servicer,  shall in any way reduce,  or limit or release
the Current Servicer from, any of the duties,  obligations,  responsibilities,  indemnities or liabilities  arising
out of actions,  omissions,  events or facts that exist before or as of the Effective Date, whether provided by the
terms of the Current  Servicing  Agreement,  or arising by  operation of law or otherwise  (the  &#147;Current  Servicer
Liabilities&#148;).  The Current Servicer,  at the Servicer's sole cost and expense,  shall use commercially  reasonable
efforts to cooperate  with the Lender,  the  Collateral  Agent and the Servicer with the orderly  transition of the
servicing  obligations and  responsibilities  from and after the Effective Date to the Servicer,  including without
limitation  the transfer to the Servicer for  administration  by it of all cash amounts that at the Effective  Date
are held or should have been held for  deposit,  or shall  thereafter  be  received  with  respect to a  Designated
Receivable  and the  delivery  to the  Servicer  of  copies  of all files and  records  concerning  the  Designated
Receivables.  The Current  Servicer  shall not be required to maintain the current  errors and omissions  insurance
policy of the Current Servicer  required pursuant to Section 2.01(g) of the Current  Servicing  Agreement.  Nothing
in this  Supplement  or the  Servicing  Agreement  is intended to or shall be read that the  Servicer is in any way
assuming any of the Current Servicer Liabilities or any other obligation,



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<PRE>



<PAGE>
responsibility  or  liability  for any acts or  omissions  (i) of the  Current  Servicer,  or (ii) of any person or
events occurring prior to the Effective Date or on or after the Expiration Date.

                  2.2      Notwithstanding  anything to the contrary  contained  herein, in the Credit Agreement or
any of the Program  Documents,  the parties hereto  acknowledge  that after the Effective  Date,  West, the Current
Servicer,  intends to wind down its  activities  and shall not take any actions to collect  the Pool.  Accordingly,
the parties  hereto agree (a) that from and after the Effective  Date,  the Current  Servicer shall have no further
obligations under the Servicing  Agreement,  (b) that each of West and the Borrower (each of West and Borrower,  in
any capacity,  the &#147;West  Parties&#148;) will have no liability to any of the parties  hereto  resulting from or arising
out of actions or  omissions  taken by any person  (other than such West Party) from and after the  Effective  Date
and (c) that the  Collateral  Agent,  the Servicer  and the Lender  covenant not to sue any West Party for any such
action.

                  2.3      The parties  hereto agree that the West Parties  shall not be required to comply with or
perform under the covenants contained in (i) Sections  5.01(c)(second sentence only),  5.01(d)(provisions  relating
compliance with Collection Policies and Procedures only),  5.01(e)(ii),  5.01(h),  5.01(i),  5.01(j),  5.01 (m) and
5.01(o) and Article 6 of the Credit Agreement (ii) Sections  5(d)(last  sentence only, which shall be an obligation
of  the  Servicer),  5(e),  6.02(a)(clause  (ii)  of  which  shall  be an  obligation  of the  Servicer),  6.02(d),
6.03(second  sentence  only,  which shall be an obligation of the Servicer)  and  6.05(which  investment  direction
shall be provided by the Lender) of the Security  Agreement and (iii) Sections  5.01(b)(second  and third sentences
only),  5.01(c),  5.01(e),  5.01(f),  5.01(h),  5.01(i),  5.01(k),  6.01, 6.02, 6.03, 6.04, 6.05, 6.06 and 9.04 and
Article 8 of the Receivable  Acquisition  Agreement.  Lender  acknowledges that the principal place of business and
chief  executive  office of the West Parties shall be moved to the address set forth under the Borrowers  signature
on this Supplement. Lender acknowledges that any action taken by Servicer is not an action taken by Borrower.

                  2.4      The Borrower, the Lender, the Servicer and the Participants further agree
that at any time after the  Effective  Date the  Borrower  may,  at its  option,  transfer  to the Lender  (and the
Participants)  all of its right,  title and interest in and to the Pool in  satisfaction  of all of the  Borrower's
obligations to the Lender under the Program  Documents.  Upon any such Transfer,  the Lender,  the Servicer and the
Participants shall enter into a new servicing agreement containing  provisions  substantially similar (but with the
same economic terms) to the
Servicing Agreement.

                  2.5      All  obligations  and  liabilities of the West Parties under the Credit  Agreement,  all
Program  Documents and this  Supplement  from and after the Effective  Date shall be limited to the proceeds of the
Pool, and the Servicer and the Lender agree to look solely to such proceeds for any recourse for  reimbursement  of
any fees,  expenses,  damages,  losses,  obligations,  liabilities  or  breaches  under such  documents;  provided,
however,  that  recourse  for the  obligations  and  liabilities  of the  Current  Servicer  existing  prior to the
Effective Date under the Current Servicing Agreement shall not be so limited.

                                                    ARTICLE III

                                                    FORBEARANCE

                  During  the  Forbearance  Period  (1)  none  of  the  Collateral  Agent,  Lender,  Daiwa,  or any
Participant shall (A) exercise any rights or remedies pursuant to the Program Documents



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<PAGE>
with respect to any Existing  Defaults,  or (B) prior to the occurrence and continuation of a Servicer  Termination
Event,  sell or direct or instruct the sale of any of the  Designated  Receivables,  except as provided in Section
4.6 of this Supplement,  and (ii) interest on the Note shall accrue at the Interest Rate as if none of the Existing
Defaults occurred or are continuing,  provided,  that, upon the occurrence of a Servicer Termination Event interest
on the Note shall accrue,  from and after the Effective  Date, at the interest rate  applicable  for the occurrence
and  continuation of an Event of Default.  From and after the Expiration  Date, each of the Collateral  Agent,  the
Lender,  Daiwa,  and any  Participant  may exercise any rights or remedies  that it may have pursuant to any of the
Program  Documents  as a result of any of (i) the  Existing  Defaults  or (ii) any  Event of  Default  or  Servicer
Termination  Event as defined in and pursuant to the Credit  Agreement or the  Servicing  Agreement,  respectively.
Notwithstanding  the  foregoing,  in the event the  Borrower  becomes  subject to, and is a debtor,  directly or by
consolidation  with  West or any other  affiliate  of West in any  bankruptcy  proceeding,  each of the  Collateral
Agent,  the Lender,  Daiwa,  and any  Participant  may exercise any rights or remedies that it may have pursuant to
the Credit  Agreement,  the Servicing  Agreement or any of the Program  Documents  provided that none of them shall
take any action or consent to any action that  results or may result in (i) the  liquidation  or sale of any of the
Designated  Accounts  other  than as  provided  in this  Supplement,  (ii)  removal of the  Servicer  other than as
provided in this  Supplement,  (iii) any reduction,  limit or delay of the payment of any fees or  compensation  or
amounts  payable to the  Servicer  pursuant to the  Servicing  Agreement,  or (iv) the  impairment,  limitation  or
restriction of any rights, powers or remedies that the Servicer may have pursuant to the Servicing Agreement.

                                                    ARTICLE IV

                                                     SERVICING

                  4.1 Successor  Servicer  Appointment.  MCM is hereby  appointed  the successor  servicer from and
after the Effective  Date.  MCM shall serve as Servicer  during the Servicing  Term subject to the Lender's and the
Collateral  Agent's right to (i) terminate the Servicer without cause,  upon the Collateral Agent, at the direction
of the Lender,  giving the Servicer not less than 270 days' prior  written  notice of such  termination,  provided,
that, no such prior  written  notice of  termination  shall be given prior to September 1, 2000, or (ii) remove the
Servicer,  at the direction of the Lender,  upon the occurrence and continuation of a Servicer  Termination  Event.
Except  as may be  required  under  Article  7 of the  Purchase  Agreement,  MCM as  Servicer  shall  have no duty,
obligation or liability with respect to any obligations,  liabilities or  responsibilities  of the Current Servicer
accruing or to be performed  prior to the Effective  Date. MCM as Servicer makes no  representations  or warranties
regarding (i) any of the  Designated  Receivables,  (ii) the  performance of the Current  Servicer  pursuant to the
Current  Servicing  Agreement  or (iii) the  Borrower or West or any other  party,  other than the  Servicer,  with
respect to, or relating to, any of the Program  Documents.  All  information  regarding the Designated  Receivables
provided  by MCM in  carrying  out its  obligations  under  the  Servicing  Agreement,  whether  in the form of the
Servicer Reports or otherwise,  shall be based solely upon MCM's actual  knowledge  concerning such information and
MCM makes no representation or warranty otherwise.  Except as specifically  contemplated hereby, the Servicer shall
not make any arrangement  with respect to any Designated  Receivable  under which any third party has a Lien on any
Designated  Receivable.  Any referral by the  Servicer of any  Designated  Receivable  to a  third-party  servicer,
attorney or collection agency shall be in the conformity with the Collection Policies.



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<PAGE>
                  4.2      Compensation.  As  compensation  for the  performance  of its  obligations  as  Servicer
pursuant to the Servicing  Agreement,  the Servicer  shall be entitled to receive (and the  Collateral  Agent shall
pay to the Servicer upon written  instruction from the Lender,  which instruction the Lender agrees to give) (i) on
each Advance  Date,  the Base  Servicing  Fee; and (ii) on each Payment  Date,  the  Additional  Servicing  Fee, if
applicable.  Notwithstanding any provision in the Program Documents,  the right of the Servicer to receive the Base
Servicing Fee and the  Additional  Servicing Fee shall be senior in right of payment or  distribution  to any other
person or entity  pursuant  to the  Program  Documents,  other  than the  payment of the  Collateral  Agent Fee and
Expenses to the Collateral Agent and fees payable to the backup servicer, if any.

                  4.3      Standard of Care. MCM shall carry out its  obligations  and perform its duties under the
Servicing  Agreement  using the degree of skill and  attention  that MCM exercises  with respect to all  comparable
defaulted consumer  receivables that it services for itself or others.  Notwithstanding the foregoing and any other
provisions  to the contrary  contained  in this  Supplement  or the  Servicing  Agreement,  except for the payment,
deposit and  distribution  of monies or a breach of a covenant  of the  Servicer in the  Servicing  Agreement,  MCM
shall be liable in connection with the  performance of its duties under the Servicing  Agreement only for its gross
negligence or willful misconduct.

                  4.4       Lockbox Reports, Information and Insurance.

                  (a)       Lockbox.  The Servicer shall perform as required of the "Servicer"  pursuant to Section
6.01 of the Security Agreement with respect to the Lockbox.

                  (b)      Servicer  Report.  The Servicer  shall deliver the Servicer  Report at such times as the
"Monthly  Servicer Report" was required to have been delivered  pursuant to the Current  Servicing  Agreement.  The
Servicer  shall only  represent  and warrant  that the  information  in the  Servicer  Reports is correct as to the
knowledge of the Servicer.  In addition,  the Servicer will, at its expense,  also provide such additional  reports
and such information  regarding the Pool, and collections and distributions  thereof as is reasonably  requested by
West or the Borrower,  including without limitation in connection with financial and tax reporting,  provided that,
all such information  shall be solely to the Servicer's  actual  knowledge  without any further  representation  or
warranty.  If the  Servicer  is  requested  by the Lender to provide  any  reports  or  information  other than the
Servicer  Report,  the Servicer  shall promptly be paid, as additional  servicing fee,  according to the Applicable
Hourly Rate for providing such additional reports or information.

                  (c)      Financial  Statements.  So long  as the  parent  corporation  of MCM is  subject  to the
reporting  requirements  of Section 13(d) or (g) of the Securities  Exchange Act of 1934, as amended,  the Servicer
shall not be required to deliver  copies of its  quarterly and annual  financial  statements at the times set forth
under to Section  2.05(b) and (c) of the Servicing  Agreement,  but shall instead  deliver copies of such financial
information at the time the parent corporation of MCM makes its filings on Form 10-Q or 10K for such period.

                  (d)  Insurance.  The  policy  limits  for  the  errors  and  omissions  policy  and  the  general
comprehensive  liability  policy  required  pursuant  to  Section  2.01(g)  of the  Servicing  Agreement  shall  be
$3,000,000 per occurrence and $3,000,000 in the aggregate.



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<PAGE>
                  4.5       Exhausted Receivables and Bankruptcy Receivables.

                  (a)      Recall  Exhausted  Receivables.   Each  Servicer  Report  shall  contain  a  listing  of
Exhausted Receivables.  The Lender may at any time, upon written notice to the Servicer,  recall servicing (for the
benefit of Lender and the  Participants)  in connection  with any Exhausted  Receivables and remove the Servicer as
servicer of such  Exhausted  Receivables.  Upon such  removal the Servicer  shall cease  servicing  such  Exhausted
Receivables and shall promptly turn over to the Lender, or to such person or entity  identified by the Lender,  the
original collection file, including collector comments for such removed Exhausted  Receivables.  The Servicer shall
reasonably  cooperate with the removal,  transfer or transition of any such removed  Exhausted  Receivable.  If the
Servicer  shall  receive any  collections  after such  removal  such  collections  shall be counted as Servicer Fee
Collections. Any sale proceeds of such Exhausted Receivables shall not be considered Net Collections.

                   (b)      Sale of  Certain  Receivables.  From  time to time  the  Servicer  may  sell  Exhausted
Receivables  with the prior  written  consent of the Lender and upon such terms and  conditions  acceptable  to the
Lender.  The Servicer may also sell all Bankruptcy  Receivables  consistent  with the Current  Servicer's  historic
practices and  procedures.  The Servicer shall deliver to the Lender and the  Collateral  Agent no later than three
(3) Business  Days  preceding  the date of such sales a  certificate  of the Servicer  identifying  the  Bankruptcy
Receivables  (as the case may be) to be sold,  and the  general  terms upon which the  Servicer  plans to sell such
Designated  Receivables.  The  Borrower  hereby  grants to the  Servicer a limited  power of attorney  for the sole
purpose of  selling,  pursuant  to this  Section  4.5,  Exhausted  Receivables  and  Bankruptcy  Receivables  on an
as-is-where-is  basis, without  representation or warranty (express or implied) by the Borrower,  without indemnity
by or further  obligation or liability on the part of the Borrower,  and with an express  acknowledgement  from the
buyer of such  receivables  give any  representations  or warranties  in connection  with any such sale (other than
customary  representations  and warranties solely with regard to its servicing of the Designated  Receivables to be
sold),  and the Borrower shall not be required to give any  representation  or warranty in connection with any such
sale (other than reasonable and customary representations  regarding (a) due incorporation,  (b) due authorization,
execution and delivery,  (c) title, and (d) absence of litigation,  in each case only to the extent the Borrower is
able to give such  representation  or warranty  and in each case with such  disclosure  as the Borrower in its sole
and absolute discretion deems appropriate).

                  4.6      Sale of all  Designated  Receivables.  The  Collateral  Agent or the Borrower,  with the
consent of the Lender,  may sell all, or  substantially  all, of the  Designated  Receivables  then  subject to the
Servicing  Agreement  upon  payment to the  Servicer  directly  from the  proceeds of such sale (i) all accrued and
unpaid Base Service Fees and Additional  Servicing  Fees, and (ii) a breakage fee (the &#147;Breakage Fee&#148;) (as computed
below):




                                                          9


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<PRE>




<PAGE>
                  Months in Servicing Term
                     in which Sale Occurs                                    Breakage Fee*

                                  1 - 6                                 6 month Servicing Fee
                                  7 - 12                                4 month Servicing Fee
                                 13 - 18                                2 month Servicing Fee
                                 19 - 24                                None

Provided  that,  no Breakage  Fee shall be payable  if, at the time of the sale,  either (i) the  Borrower  and the
Designated  Receivables  are  subject to a pending  Bankruptcy  proceeding  as a direct  result of an action of the
Servicer or any affiliate of the Servicer,  or (ii) there is a continuing  Servicer  Termination Event that has not
been  waived by the Lender;  provided  further,  that,  no such fee shall be paid if the  Servicer or an  Affiliate
continues to service the Designated Receivables for the purchaser thereof.

                  *The  relevant  Servicing  Fee for the  Breakage  Fee shall be  computed on the
                  basis of the sum of the Base  Servicing  Fee and the  Additional  Servicing Fee
                  during the prior 6-month, 4-month and 2-month period, as applicable.

The Servicer  shall be given not less than 30 days prior written  notice of such sale,  which notice shall identify
the  Designated  Receivables to be sold and contain the proposed date of such sale and the manner in which the sale
shall be effected.  The Servicer  shall, at its cost and expense,  cooperate with (based upon  reasonable  requests
by) the Collateral  Agent, the Borrower and the Lender to effect any such sale,  provided,  that, if such sale does
not close,  the Servicer shall be promptly paid, as additional  servicing fee,  according to the Applicable  Hourly
Rate for such  cooperation.  The Servicer  shall not be required to give any  representation  or warranties  (other
than customary  representations  and warranties  solely with regard to its servicing of the Designated  Receivables
to be sold) in connection with any such sale and the Borrower shall not be required to give any  representation  or
warranty in connection  with any such sale (other than reasonable and customary  representations  regarding (a) due
incorporation,  (b) due authorization,  execution and delivery,  (c) title, and (d) absence of litigation,  in each
case only to the extent the  Borrower is able to give such  representation  or warranty  and in each case with such
disclosure as the Borrower in its sole and absolute discretion deems appropriate)..

To the  extent  that any  Designated  Receivable  sold  hereunder  is  subject  to any  pending  collection  and/or
contingent fee  agreement,  other than the Servicing  Agreement,  then the transfer of such  Designated  Receivable
shall be made  subject to the rights of any such  entity or person  and the terms of such sale  shall  require  the
purchaser  to assume the  collection  and/or  contingent  fee  agreement to the extent  applicable  to a Designated
Receivable  for which  either  (i)  judgment  has been  entered  and  continues  to be valid,  or (ii) there is and
continues to be a valid and enforceable payment plan.

                   4.7     Liquidity  Event.  The Servicer  shall also be paid an  additional  fee upon the closing
of a Liquidity  Event in such amount as is mutually  agreeable by the Servicer and the Lender;  provided,  that any
fee that exceeds 2.5% of the consideration received shall require the written consent of the Participants.

                  4.8       Information  Furnished.  Section 2.04(e) of the Servicing Agreement shall be amended as
to the Servicer to read as follows:



                                                          10


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<PRE>



<PAGE>
                  All  information  furnished by the Servicer to the Borrower,  the Lender or the
                  Collateral  Agent,   with  respect  to  the  Designated   Receivables  and  the
                  Collections  will, to the best  knowledge of the Servicer,  be true and correct
                  in all material respects at the time such information is furnished.

                  4.9      Indemnity. The Current Servicer and its assigns,  transferees,  participants,  employees
and officers shall also be an &#147;Indemnified  Party.&#148; Section 5.09(h) of the Servicing  Agreement shall be amended to
read in its entirety as follows:

                  Any claim brought by any person (other than an  Indemnified  Party)  against an
                  Indemnified  Party arising from (i) any gross negligence or willful  misconduct
                  of  the  Servicer,  its  employees,  or any of  its  affiliates  in  servicing,
                  administering  or collecting any Designated  Receivables or (ii) any failure of
                  the  Servicer  to comply  with any  applicable  law,  rule or  regulation  with
                  respect to the collection of any Designated Receivables.

                  4.10     Inapplicable  Provisions.  The following  provisions of the Servicing Agreement shall be
deleted:

                           (i)      Section 2. 01(f)

                           (ii)     Exhibit B;

                           (ii)     Clause (a) of Section 3.02;

                           (iii)     Section 5.06; and

                           (iv)      Sections 5.09(a) through (g).

                  4.11     Court  Costs  in  Litigation  Process.   Notwithstanding  any  other  provision  of  the
Servicing  Agreement  or any of the Program  Documents,  the  Servicer is  authorized  to apply funds  collected by
third-party  collections  attorneys  to the  reimbursement  of court  costs  advanced  by such  attorneys  in other
collections lawsuits filed with respect to Designated Receivables placed for collection litigation.

                  4.12     Provisions  for  Incurred  Expenses.  In the event  that the  Servicer  ceases to be the
servicer  of all or a portion  of the  Designated  Receivables  due to the sale of  Designated  Receivables  or the
exercise of the  Lender's  remedies  following a Servicer  Termination  Event,  the  Servicer  shall be entitled to
reimbursement,  as additional  servicing  fee, for  previously  unreimbursed  court costs  advanced with respect to
Designated  Receivables  that are at the time of  termination  of servicing or at any time prior to  termination of
servicing subject to litigation.

                                                     ARTICLE V

                                              REPRESENTATIONS OF MCM

                  The Servicer  hereby makes the following  representations  in  substitution  for Section 2.03 the
Servicing Agreement, on which the Borrower, the Collateral Agent, the



                                                          11

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<PRE>




<PAGE>
Lender and the  Participants  are relying in accepting MCM as the successor  servicer.  The  representations  shall
speak both as of the execution and delivery of this Supplement and on the Effective Date.

                  5.1      Organization  and  Good  Standing.  MCM is duly  organized  and  validly  existing  as a
corporation in good standing under the laws of the state of its  incorporation,  with corporate power and authority
to own its  properties  and to conduct its business as such  properties  are  currently  owned and such business is
presently  conducted,  and has  full  corporate  power,  authority  and  legal  right  to  service  the  Designated
Receivables and to perform its obligations pursuant to the Servicing Agreement.

                  5.2      Due  Qualification.  MCM is duly  qualified to do business as a foreign  corporation  in
good standing,  and has obtained all necessary  licenses and approvals in all  jurisdictions in which the ownership
or lease of property  or the conduct of its  business  (including  the  servicing  of the  Designated  Receivables)
requires  such  qualification,  licenses and  approvals  except where the failure to be qualified or to obtain such
qualifications,  licenses and approvals  would not have a material  adverse  effect on its abilities to service the
Designated Receivables and to perform its obligations pursuant to the Servicing Agreement.

5.3      Power and  Authority.  MCM has the corporate  power and  authority to execute and deliver this  Supplement
and to carry out its terms and the terms of the Servicing  Agreement;  and the execution,  delivery and performance
of this Supplement and the Servicing Agreement have been duly authorized by MCM by all necessary corporate action.

5.4      Binding Obligations.       This  Supplement and the Servicing  Agreement  constitute the legal,  valid and
binding  obligations of MOM,  enforceable in accordance with their terms,  except as enforceability  may be limited
by  bankruptcy,  insolvency,  reorganization,  moratorium  and  other  similar  laws  affecting  creditors'  rights
generally or by general principles of equity (whether considered in a proceeding in equity or at law).

                  5.5      No Violation.  The  fulfillment by MCM of the terms of this Supplement and the Servicing
Agreement do not conflict with,  result in any breach of any of the terms and  provisions of, nor constitute  (with
or without notice or lapse of time) a default under,  the articles of  incorporation  or bylaws of MCM, or conflict
with or breach any of the  material  terms or  provisions  of, or  constitute  (with or without  notice or lapse of
time) a default under,  any material  indenture or agreement to which MCM is a party or by which it shall be bound;
nor  violate,  any law,  order,  rule or  regulation  applicable  to MCM of any  court or of any  federal  or state
regulatory body,  administrative agency or other governmental  instrumentality  having jurisdiction over MCM or its
properties;  which breach,  default,  conflict,  Lien or violation  would have,  or would have, a material  adverse
effect.

                  5.6      Reguired  Consents.  All approvals,  authorizations  and consents of any Person required
in  connection  with  the  execution  and  delivery  by MCM  of  this  Supplement,  the  performance  by MCM of the
transactions  contemplated by this  Supplement and the Servicing  Agreement and the fulfillment by MCM of the terms
hereof and thereof have been  obtained (or will be obtained  prior to the time  required) and are in full force and
effect,  if the  failure to have such  would  have a material  adverse  affect on the  ability of the  Servicer  to
perform pursuant to the Servicing Agreement.

                  5.7      No  Litigation.  There  are  no  lawsuits,  administrative  proceeds  or  investigations
pending or, to the best knowledge of the Servicer, overtly threatened against the






                                                        12


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<PRE>




Servicer  before  any  court,   regulatory   body,   administrative   agency  or  other  tribunal  or  governmental
instrumentality  relating to the Servicer's  collection  activities  which, if adversely  determined,  would have a
material adverse effect on the ability of the Servicer to perform pursuant to the Servicing Agreement.

                  5.8      Compliance.  The Servicer has complied  with all  Requirements  of Law in respect of the
conduct of its  business  and  ownership of its  property,  except where the failure to comply does not  materially
adversely affect its ability to perform its obligations  hereunder or has no reasonable  likelihood of resulting in
any material liability for the Borrower, the Lender and the Collateral Agent.

                                                    ARTICLE VI

                                            SERVICER TERMINATION EVENTS

                  6.1      Servicer  Termination  Events.  The occurrence of any one of the following  events shall
with  respect to the  Servicer be a &#147;Servicer  Termination  Even&#148;  which are in full  substitution  for the Service
Termination Events contained in Section 4.01 of the Current Servicing Agreement.

                  (a)      the Servicer  fails to make any payment,  transfer or deposit  pursuant to the Servicing
Agreement on the day when due, in each case that  continues  unremedied for a period of two (2) Business Days after
the earlier to occur of (x) actual  discovery by a Responsible  Officer of the  Servicer,  or (y) the date on which
written notice requiring the same to be remedied has been given to the Servicer by Lender;

                  (b)      any  representation  or  warranty  made  by  the  Servicer  in  this  Supplement  or the
Servicing  Agreement or in any certificate or report delivered  pursuant to the Servicing  Agreement shall prove to
have been  incorrect  in any material  respect  when made and such is not cured  within  thirty (30) days after the
earlier  to occur of (x) actual  discovery  by a  Responsible  Officer  of the  Servicer,  or (y) the date on which
written  notice  requiring  the same to be remedied  has been given to the Servicer by Lender;  provided,  however,
that if any such breach is reasonably  remediable within 180 days after its occurrence,  such breach shall not be a
Servicer  Termination  Event  hereunder  for such  period  of time  (but not  longer  than 180 days  following  the
occurrence thereof) as the Servicer is attempting to remedy it;

                  (c)      any  failure on the part of the  Servicer  to observe or  perform  any  covenant  of the
Servicer set forth in the Servicing  Agreement  which is not cured within 30 days after the earlier to occur of (x)
actual  discovery by responsible  officer of the Servicer,  or (y) the date on which written  notice  requiring the
same to remedied has been given to the Servicer by the Lender;

                  (d)      the  Servicer  shall  fail  to  deliver  any  monthly  Servicer  Report  required  to be
delivered under the Servicing  Agreement on or before the day when due, and such failure  continues  unremedied for
a period of three (3) Business Days;

                  (e)      it shall  become  unlawful  for any reason for the  Servicer  to continue to service the
Designated  Receivables or otherwise  perform its obligations  under the Servicing  Agreement or the Servicer shall
cease to possess all material and necessary  licenses to carry out its obligations  under the Servicing  Agreement;
provided if the Servicer can continue




                                                          13


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<PRE>

servicing the Designated  Receivables  and perform its  obligations  under the Servicing  Agreement  without one or
more  material  and  necessary  licenses  that the failure to have does not have a material  adverse  effect on the
Lender or the Servicer's  performance  under the Servicing  Agreement,  the Servicer shall have ninety (90) days to
obtain such licenses after the earlier to occur of (x) actual  discovery by a Responsible  Officer of the Servicer,
or (y) the date on which  written  notice  requiring  the same to be  remedied  has been given to the  Servicer  by
Lender;

                  (f)      For any  Measurement  Period ending on or after  September 30, 2000, both (i) the Lender
Net Collections  for the Collection  Measurement  Period then ending are less than 90% of the Projected  Lender Net
Collections for such Collection  Measurement  Period (the amount of any such deficit, a &#147;Shortfall&#148;) and (ii) there
was also a Shortfall for the  immediately-preceding  Measurement Period for the Collection  Measurement Period then
ended;  provided that no Servicer  Termination Event shall occur under this clause (f) if and to the extent that as
of the last day of any  Measurement  Period (A) the aggregate  Lender Net  Collections  from all prior  Measurement
Periods exceeded 90% of the Projected Lender Net Collections from all such prior  Measurement  Periods such surplus
then exceeds the  applicable  Shortfall (as determined in clause (i) above) in the current  Collection  Measurement
Period or (B) the Servicer pays to the Lender for  application  to the amounts owing pursuant to the Note an amount
equal to or greater than the applicable  Shortfall (as  determined in clause (i) above after  application of clause
(A) above) in the current Collection Measurement Period;

                  (g)       the  Servicer's  consolidated  stockholder's  equity  as  required  to be  shown on its
consolidated financial statements is less than $5,000,000;

                  (h)      the Servicer shall consent to the  appointment of a conservator,  receiver or liquidator
in any  insolvency,  readjustment  of debt,  marshalling  of assets and  liabilities  or similar  proceedings of or
relating to it or of or relating to all or substantially all of its property;

                  (i)      a decree or order of a court or agency or supervisory  authority having  jurisdiction in
the premises for the  appointment  of a  conservator,  receiver or liquidator in any  insolvency,  readjustment  of
debt,  marshalling of assets and  liabilities or similar  proceedings,  or for the winding-up or liquidation of its
affairs,  shall have been  entered  against the  Servicer  and such  decree or order  shall have  remained in force
undischarged or unstayed for a period of 60 days;

                  (j)      the  Servicer  shall be in  default  in the  payment  of any debt in excess of  $100,000
beyond any applicable grace or cure period and which default is not currently waived;

                  (k)      the  Servicer  shall be in  breach  in the  performance  of any  material  agreement  or
material  contract  beyond any  applicable  grace or cure period and such breach is not cured or  currently  waived
within forty-five (45) days of such breach; or

                  (l)      the  removal of the  Servicer  as  Servicer  under any  securitization  of the  Servicer
during the continuation of an Event of Default or Servicer Termination Event thereunder.

                  6.2      Rights and Remedies.  Upon the occurrence  and  continuation  of a Servicer  Termination
Event,  the  Collateral  Agent and the Lender  shall have such rights and  remedies as it may have  pursuant to the
Program Documents as a result of such Servicer Termination Event.



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<PRE>


<PAGE>
                                                    ARTICLE VII

                                                   MISCELLANEOUS

                  7.1      Notices,  etc.  All  notices  and other  communications  under the  Servicing  Agreement
shall,  unless otherwise stated herein,  be in writing (which shall include facsimile  communication)  and be faxed
or  delivered,  to each party hereto,  at its address set forth under its name on the signature  pages hereof or at
such other address as shall be designated by such party in a written  notice to the other parties  hereto.  Notices
and  communications  by facsimile  shall be effective when sent (and shall be followed by hard copy sent by regular
mail), and notices and communications sent by other means shall be effective when received.

                  7.2      Complete  Agreement  Successors  and Assigns:  Relationship  of Parties.  The  Servicing
Agreement  constitutes the complete  agreement between the parties hereto with respect to the subject matter hereof
and supersedes all existing  agreements and all oral, written or other  communications  between them concerning its
subject matter.  The Servicing  Agreement shall be binding upon the parties hereto and their respective  successors
and permitted  assigns and shall inure to the benefit of the parties  hereto and their  respective  successors  and
permitted assigns;  provided that the Servicer shall not assign any of its rights or obligations  hereunder without
the prior  written  consent of the  Lender.  The  parties  are  entering  into this  Supplement  and the  Servicing
Agreement as independent  contractors.  In no event shall either party be deemed an agent, employee, joint venturer
or partner of the other.

                  7.3      No  Waiver.   None  of  the   undertakings,   agreements,   warranties,   covenants   or
representations  of the Servicer  contained in the Servicing  Agreement and no Servicer  Termination Event shall be
deemed to have been  suspended or waived unless such  suspension or waiver is by an instrument in writing signed by
an officer of the Collateral Agent at the direction of the Lender. Any failure by the Borrower,  the Servicer,  the
Lender or the  Collateral  Agent,  at any time or times,  to require  strict  performance by any other party of any
provision of the  Servicing  Agreement  shall not waive,  affect or diminish its  respective  right  thereafter  to
demand  strict  compliance  and  performance  therewith.  Any  suspension  or waiver by the  Collateral  Agent of a
Servicer  Termination Event shall not suspend,  waive or affect any other Servicer  Termination Event,  whether the
same is prior or subsequent thereto and whether of the same or of a different type.

                  7.4      Severabilily.    Any  provision  of the  Servicing  Agreement  which  is  prohibited  or
unenforceable  in any  jurisdiction  shall,  as to  such  jurisdiction,  be  ineffective  to  the  extent  of  such
prohibition or unenforceability  without  invalidating the remaining provisions hereof, and any such prohibition or
unenforceability  in any  jurisdiction  shall not  invalidate or render  unenforceable  such provision in any other
jurisdiction.

                  7.5      Amendments;  Governing  Law. The Servicing  Agreement and the rights and  obligations of
the  parties  hereunder  (a) may not be changed  orally but only by an  instrument  in writing  signed by the party
against which  enforcement is sought and (b) shall be construed in accordance  with and governed by the laws of the
State of New York.

                  7.6      Counterparts.  This  Supplement  may be  executed  in any  number of  copies  (including
copies sent by facsimile or other  electronic  transmission),  and by the different  parties  hereto on the same or
separate counterparts, each of which shall be deemed to be an original instrument.



                                                          15


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<PRE>




<PAGE>
                  7.7      Headings.        Section  headings used in this  Supplement and the Servicing  Agreement
are for convenience of reference only and shall not affect the  construction or  interpretation  of this Supplement
or the Servicing Agreement.

                                     [Remainder of page Intentionally blank.]








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<PRE>



<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.

                                                     WEST CAPITAL RECEIVABLES
                                                     CORPORATION I, a California corporation

                                                     By:      ___________________________________
                                                     Its:     ___________________________________

                                                     _________________________________________
                                                     _________________________________________
                                                     Facsimile:  ________________________________
                                                     _________________________________________


                                                     &#147;Borrower&#148;

                                                     WEST CAPITAL FINANCIAL SERVICES
                                                     CORP., a California corporation

                                                     By:      ___________________________________
                                                     Its:     ___________________________________
                                                     _________________________________________
                                                     Facsimile:  ________________________________

                                                                                             &#147;Current Servicer&#148;

                                                     NORWEST BANK MINNESOTA, N.A., as
                                                     Collateral Agent

                                                     By:      ___________________________________
                                                              Name:  ____________________________
                                                              Title:     ____________________________

                                                     MAC N9311-161
                                                     Sixth Street and Marquette Avenue
                                                     Minneapolis, Minnesota 55479
                                                     Facsimile: 612-667-3464

                                                                                             &#147;Collateral Agent&#148;




                                                        S-1


</PRE>

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<PRE>






                                                     MIDLAND CREDIT MANAGEMENT, INC.
                                                     a Kansas corporation

                                                     By:      ________________________________
                                                              Name:  __________________________
                                                              Title:     __________________________

                                                     4302 East Broadway Road
                                                     Phoenix, Arizona  85040
                                                     Facsimile:  602-707-5509

                                                                                        &#147;Servicer&#148;



Consented and agreed to this 22_ day of May 2000

DAIWA FINANCE CORPORATION

By:  _/s/ H. [illegible]_______________
Its:  __EVP______________________

_______________________________
_______________________________
Facsimile:  _____________________

                                               &#147;Lender&#148;


SUNAMERICA INC., a Delaware
Corporation, as participant

By:  ___________________________
Its:  ___________________________

_______________________________
_______________________________
Facsimile:  ______________________

                                    &#147;Participant&#148;









                                                        S-2


</PRE>


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<PRE>




                                                                                                          Exhibit 10.5

                                              DAIWA FINANCE CORPORATION
                                                     32 Old Slip
                                                  New York, NY 10005


December 27, 2000

Midland Credit Management, Inc.
4302 East Broadway Road
Phoenix, AZ 85040

Gentlemen:

Reference  is made to the  Supplement  to Servicing  Agreement,  dated as of May 22, 2000 (the  &#147;Supplement&#148;),  by and
among West  Capital  Financial  Services  Corp.,  West Capital  Receivables  Corporation  I,  Norwest Bank  Minnesota,
National  Association,  and Midland Credit Management,  Inc., consented and agreed to be Daiwa Finance Corporation and
SunAmerica Inc. Unless otherwise indicated herein, terms used herein have the meanings specified in the Supplement.

The  Servicer,  as  &#147;Servicer,&#148;  Daiwa  Finance  'Corporation,  as &#147;Parent,&#148; and CCS  Receivables  Management  LLC, as
&#147;Owner,&#148; are parties to a Servicing Agreement, dated as of December 27, 2000 (the &#147;Now Servicing Agreement&#148;).

To give effect to the New  Servicing  Agreement,  pursuant to clause (i) of the second  sentence of Section 4,1 of the
Supplement.  the Lender is hereby  terminating  the  Servicer  without  cause,  effective  as of close of  business on
December 26, 2000. For good and valuable  consideration,  receipt of which is hereby acknowledged by the Servicer, the
Servicer,  by acknowledging  this letter below,  hereby waives the 270-day notice period provided in clause (i) of the
second sentence of Section 4.1 of the Supplement.  Notwithstanding  such  termination,  the Servicer shall bc paid all
fees and other amounts dig have accrued for services through December 26, 2000.

                                                              DAIWA FINANCE CORPORATION

                                                              By:  __/s/ H. [illegible]_________________
                                                              Title:  _Executive Vice President__

Acknowledged and agreed to by:

MIDLAND CREDIT MANAGEMENT, INC.

By:      _/s/ Timothy W. Moser________
         Title: ___EVP_______ ________

cc.:     West Capital Receivables Corp. I
         West Capital Financial Services Corp.
         Norwest Bank Minnesota, National Association
         SunAmerica Inc.




</PRE>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>exhibit10-6.htm
<DESCRIPTION>SERVICING AGREEMENT 12-27-00
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.6</TITLE>
</HEAD>
<BODY>

<PRE>



                                                                                                       Exhibit 10.6
                                                                            [***] TEXT OMITTED AND FILED SEPARATELY
                                                                                   CONFIDENTIAL TREATMENT REQUESTED


                                                SERVICING AGREEMENT


This SERVICING  AGREEMENT (the  "Agreement") is entered into as of this 27th day of December 2000, by and among CCS
RECEIVABLES  MANAGEMENT,  LLC, a Delaware limited liability company (the "Owner"),  DAIWA FINANCE  CORPORATION (the
&#147;Parent&#148;) and MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation, the "Servicer").

                                                     RECITALS

                  A.       The West  Capital  Financial  Services  Corp.,  a California  corporation  (the "Former
Servicer"),  West Capital  Receivables  Corporation I, a California  corporation (the "Borrower"),  and Wells Fargo
Bank Minnesota,  National Association,  fka Norwest Bank Minnesota,  National Association, as collateral agent (the
"Collateral Agent"), were parties to that certain Servicing Agreement, dated as of January 29, 1998 (the "Original
Servicing  Agreement").  Pursuant to the Original Servicing Agreement,  the Former Servicer serviced,  on behalf of
the Borrower and the  Collateral  Agent,  a pool of  charged-off  consumer  accounts that are owned by the Borrower
(the "Pool").  The Pool was pledged by the Borrower to the Collateral  Agent as security for the obligations of the
Borrower  pursuant to that certain Credit Agreement,  dated as of January 29, 1998, by and among the Borrower,  the
Parent and West,  as the seller and the  servicer (as amended,  the "Credit  Agreement"),  and pursuant to the Note
(as defined  below).  Pursuant to the Credit  Agreement,  the Borrower  issued a certain Note to the Parent,  dated
January 29, 1998, in the original  principal  amount of Sixty Million Dollars  ($60,000,000.00)  (the "Note").  The
Parent  participated  a portion  of the Note to  SunAmerica  Inc.,  a  Delaware  Corporation  ("SunAmerica"),  (the
"Participants").  The Credit Agreement was amended by that certain First Amendment to Credit Agreement,  dated June
28, 1999.

                  B.       Pursuant to that certain  Supplement to Servicing  Agreement,  dated as of May 22, 2000,
by and among the Former  Servicer,  the Borrower,  the  Collateral  Agent and MCM (the  "Supplement"),  MCM assumed
certain of the obligations of the Former Servicer under the Original  Servicing  Agreement subject to the terms and
conditions of the Supplement  (collectively,  the "Servicing  Agreement").  SunAmerica and the Parent  consented to
MCM's assumption of such certain obligations of the Former Servicer.

                  C.       On December  19, 2000,  the Parent  provided  written  notices  (the  "Notices")  to the
Borrower and the Former  Servicer  stating that:  (i) an Event of Default (as defined in the Credit  Agreement) had
occurred  under the Credit  Agreement  and (ii) the  Parent was going to  exercise  its  remedies  under the Credit
Agreement  and retain the  "Collateral"  (as defined in that certain  Security  Agreement,  dated as of January 28,
1998 among the Borrower,  the Former  Servicer and the Collateral  Agent)  pursuant to Section  9-505(2) of the New
York Uniform  Commercial  Code (the "NYUCC") as of the close of business on December 22, 2000 (the  "Satisfaction
Right").  The Owner and Parent have  advised the  Servicer  that the Parent  through  the Owner has  exercised  the
Satisfaction Rights and now owns the Designated Receivables, as defined in the Servicing Agreement.

                  D.       The Owner and the  Parent  have  requested  that the  Servicer  service  the  Designated
Receivables on the same terms as the Servicing  Agreement as modified by Article 11 of this  Agreement.  Subject to
the terms and conditions of this Agreement, the Servicer has agreed to so service the Designated Receivables.





                                                         1
[***]  Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately
with the Securities and Exchange Commission.


</PRE>

<HR SIZE=1  NOSHADE>


<PRE>





                  E.        The Parent and the  Servicer  are also party to that  certain  letter  agreement  dated
December 26, 2000 from the Parent and addressed to the Servicer.

                  NOW,  THEREFORE,  in  consideration  of the premises  and the mutual  promises  herein made,  the
parties agree as follows:


                                                     ARTICLE I

                                                      SERVICE

                  1.1 Servicer.     MCM agrees to perform as Servicer  with respect to the  Designated  Receivables
for the benefit of the Owner and the Parent  pursuant to the same terms as the  Servicing  Agreement as modified by
Article 11 of this Agreement.  So long as the Parent's and Owner's Satisfaction,  Rights and ownership interest are
not set aside,  MCM waives the rights and claims that it may have under the  Servicing  Agreement  arising  from or
relating to the Satisfaction Rights or the exercise thereof.

                  1.2 Costs and Expenses.   The  Parent  and  Owner  shall  file or send all  filings,  notices  or
letters  required by  applicable  law as a result of the change of ownership  of the  Designated  Receivables.  The
Parent,  the Owner and the Servicer  agree that all  out-of-pocket  costs and expenses  incurred by the Servicer in
connection  with the  preparation  and  delivery of any  filings,  notices or letters with respect to the change in
ownership  of the  Designated  Receivables  shall be  promptly  and fully  reimbursed  by the Owner and the  Parent
jointly and severally by payment to the Servicer,  provided that the Servicer  shall not be reimbursed for any such
costs or expenses in excess of $1,000 that are not approved in writing by the Parent and Owner.

                  1.3 Indemnity.        The  Parent and the  Owner,  jointly  and  severally,  agree to  indemnify,
defend and hold harmless the Servicer and each of its  respective  participants,  parent  corporations,  subsidiary
corporations,  affiliated  corporations,  successor corporations,  and all present and future officers,  directors,
employees and agents (the "Indemnitees"),  from and against any and all liabilities,  losses,  damages,  penalties,
judgments,  suits,  claims,  costs and expenses of any kind or nature whatsoever  (including,  without limitations,
the reasonable fees and  disbursements  of counsel) which may be imposed on,  incurred by or asserted  against such
Indemnitee, to the extent that any such liabilities,  losses, damages,  penalties,  judgments, suits, claims, costs
and  expenses  arose  from the  exercise  by the Owner of the  Satisfaction  Rights or  ownership  interest  in the
Designated Receivables.


                                                    ARTICLE 11

                                                     AMENDMENT

                  2.1 Definitions.   The definitions in the Servicing Agreement are hereby amended as follows:

(a)      Section 1.1        of the  Supplement  is hereby  amended by  replacing  the current  definition  of "Base
Servicing Fee" with the following definition:



                                                         2

</PRE>

<HR SIZE=1  NOSHADE>


<PRE>





                                    "Base  Servicing  Fee" means for any Advance  Date, an amount
                  equal to the  aggregate of (i) [***%] of the Servicing  Fee  Collections,  (ii)
                  [***%] of the  proceeds  from the sale of  Bankruptcy  Receivables  pursuant to
                  Section 4.5 of the Supplement  that, in the aggregate,  do not exceed  $250,000
                  (or with the prior  written  consent of the Parent,  such  greater  amount in a
                  month), and (iii) [***%] of all Net Third Party Collections  received since the
                  immediately-preceding  Advance Date.  The Base Servicing Fee shall also include
                  the reimbursements  (as additional  servicing fee) as provided for and pursuant
                  to the penultimate  paragraph of Section 4.6 of the Supplement and Section 4.12
                  of the Supplement.

                           (b)      Section 1.1      of the  Supplement  is hereby  amended  by adding the
         following definition:

                           "Net Third Party Collections" means Third Party Collections,  minus Third Party
         Fees and Third Party Costs.

                           (c)      Section  1.1 of  the  Supplement  is  hereby  amended  by  adding  the
         following definition:

                           "Third Party Cost " means all out-of-pocket  costs and expenses incurred by any
                  party other than Servicer in connection with collection  actions or proceedings  related
                  to the enforcement or collection of any Designated Receivable.

                           (d)      Section  1.1 of  the  Supplement  is  hereby  amended  by  adding  the
         following definition:

                           "Third Party Fees" means with respect to a  Designated  Receivable,  the amount
                  of any  fees  or  compensation  paid  or owed  to  unrelated  third-parties  (generally,
                  contingency  fee lawyers)  retained or otherwise  engaged by the Servicer  under the fee
                  or compensation  arrangements  that are contingent upon, and determined by reference to,
                  amounts recovered in respect of the related Designated Receivable.

                           (e)      Notwithstanding the definition of "Additional Servicing Fee."

                                    1.      The following shall be applicable to January, February and
                                            March 2001:

                                            The  "Additional  Servicing Fee" will be paid for January 2001
                                            if the  Lender  Net  Collections  for  January  2001  equal or
                                            exceeds   106%  of  the   aggregate   Projected   Lender   Net
                                            Collections for January 2001;

                                            The  "Additional  Servicing  Fee"  will be paid  for  February
                                            2001 if the aggregate  Lender Net  Collections for January and
                                            February   2001  equal  or  exceeds  106%  of  the   aggregate
                                            Projected  Lender Net  Collections  for January  and  February
                                            2001;



                                                         3


[***]  Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately
with the Securities and Exchange Commission.

</PRE>

<HR SIZE=1  NOSHADE>


<PRE>


                                                     The  "Additional  Servicing  Fee" will be paid for March  2001
                                                     if  the  aggregate   Lender  Net   Collections   for  January,
                                                     February   and  March  2001  equal  or  exceeds  106%  of  the
                                                     aggregate   Projected  Lender  Net  Collections  for  January,
                                                     February and March 2001;

                                              2.     All  references  in such  definition  to "100 percent  (100%)"
                                                     shall read " 106 percent (106%)."

                                              (f)    The  reference  in  Section   6.1(f)  of  the   Supplement  to
                  "September 30, 2000" shall read "April 30, 2001."

                  2.2      Modification  to Exhibit.  Exhibit B attached to the Supplement is hereby deleted in its
entirety and replaced as of November 24, 2000 with Exhibit A attached to this Agreement.



                                                    ARTICLE III

                                                   MISCELLANEOUS

                  3.1      Complete  Agreement;  Successors and Assigns;  Relationship  of Parties.  This Agreement
constitutes  the  complete  agreement  between the parties  hereto with  respect to the subject  matter  hereof and
supersedes  all existing  agreements  and all oral,  written or other  communications  between them  concerning its
subject  matter.  This  Agreement  shall be binding upon the parties  hereto and their  respective  successors  and
permitted  assigns  and shall  inure to the  benefit of the  parties  hereto and their  respective  successors  and
permitted assigns.

                  3.2      No Waiver.  Any failure by the  Borrower,  the  Servicer,  the Parent,  the Owner or the
Collateral  Agent, at any time or times, to require strict  performance by any other party of any provision of this
Agreement  shall not waive,  affect or diminish its  respective  right  thereafter to demand strict  compliance and
performance therewith.

                  3.3      Severability.  Any provision of this Agreement which is prohibited or  unenforceable  in
any  jurisdiction  shall,  as  to  such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability   without   invalidating   the  remaining   provisions   hereof,   and  any  such  prohibition  or
unenforceability  in any  jurisdiction  shall not  invalidate or render  unenforceable  such provision in any other
jurisdiction.

                  3.4      Amendments;  Governing  Law.  This  Agreement  and the  rights  and  obligations  of the
parties  hereunder (a) may not be changed  orally but only by an instrument in writing  signed by the party against
which  enforcement  is sought and (b) shall be construed in  accordance  with and governed by the laws of the State
of New York.

                  3.5      Counterparts.  This Agreement may be executed in any number of copies  (including copies
sent by facsimile or other electronic  transmission),  and by the different  parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.




                                                         4


</PRE>

<HR SIZE=1  NOSHADE>


<PRE>

<PAGE>
                  3.6      Headings. Section headings used in this Agreement are for convenience of reference
only and shall not affect the construction or interpretation of this Agreement.

                                         [Remainder of page intentionally blank.]






                                                         5

</PRE>

<HR SIZE=1  NOSHADE>


<PRE>



<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.


                                                                       MIDLAND CREDIT MANAGEMENT, INC.,
                                                                       a Kansas corporation


                                                                       By: ___/s/ Timothy W. Moser___
                                                                       Name: Timothy W. Moser
                                                                       Title: Executive Vice President

                                                                       5775 Roscoe Court
                                                                       San Diego, California 92123
                                                                       Facsimile: 858-309-6977

                                                                                                             &#147;Servicer&#148;

                                                                       DAIWA FINANCE CORPORATION


                                                                       By: __/s/ H. illegible]_______________
                                                                       Its: __Executive Vice President_______

                                                                                                              &#147;Daiwa&#148;

                                                                       CCS RECEIVABLES MANAGEMENT, LLC

                                                                       By: LORD SECURITIES CORPORATION
                                                                       Its: Manager


                                                                       By: ___/s/ Dwight Jenkins______________
                                                                       Its: ___Senior Vice President___________

                                                                       C/o Daiwa Finance Corporation
                                                                       32 Old Slip
                                                                       New York, NY 10005
                                                                       Facsimile: 212-612-6172

                                                                                                               &#147;Owner&#148;












                                                        S-1

</PRE>

<HR SIZE=1  NOSHADE>


<PRE>

Consented and agreed to this 27th day of December 2000.

SUNAMERICA INC., a Delaware
Corporation, as participant

By: ______________________________
Its: ______________________________

                                                         "Participant"






                                                        S-2



</PRE>

<HR SIZE=1  NOSHADE>


<PRE>

</PRE>


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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>exhibit10-7.htm
<DESCRIPTION>AMEND NO. 1
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.7</TITLE>
</HEAD>
<BODY>


<PRE>



                                                                                                                 Exhibit 10.7
                                                                                      [***] TEXT OMITTED AND FILED SEPARATELY
                                                                                             CONFIDENTIAL TREATMENT REQUESTED




                                     AMENDMENT NO. 1 TO THE SERVICING AGREEMENT

                  AMENDMENT NO. 1 (this &#147;Amendment&#148;),  dated as of November 1, 2001, by and among CCS RECEIVABLES MANAGEMENT,
LLC, a Delaware  limited  liability  company (the  &#147;Owner&#148;),  DAIWA FINANCE  CORPORATION  (the  &#147;Parent&#148;) and MIDLAND  CREDIT
MANAGEMENT, INC., a Kansas corporation, the "Servicer").

                  Capitalized  terms used herein and not otherwise  defined,  shall have the meanings ascribed to them in the
Agreement referred to below.

                  Preliminary Statements.

                  (1)      The parties  hereto have entered into a Servicing  Agreement,  dated as of December 27, 2000 (said
Agreement,  as amended or  restated  from time to time,  the  &#147;Agreement&#148;)  pursuant to which the the  Servicer is  servicing
certain accounts receivable on behalf of the Owner; and

                  (2)      The parties hereto desire to amend the Agreement as set forth herein;

                  NOW, THEREFORE, the parties agree as follows:

                  SECTION 1.  Amendments to Agreement.

                  (a)      Section 2.1 (a) of the Servicing Agreement is hereby amended in its entirety to read as follows:

                  Section 1.1 of the  Supplement  is hereby  amended by replacing the current  definition of &#147;Base  Servicing
                  Fee&#148; with the following definition:

                                    &#147;Base  Servicing Fee&#148; means for any Advance Date, an amount equal to the aggregate of (i)
                           [***]% of the Servicing Fee  Collections,  (ii) [***]% of the proceeds from the sale of Bankruptcy
                           Receivables  pursuant to Section  4.5 of the  Supplement  that,  in the  aggregate,  do not exceed
                           $250,000 (or with the prior written  consent of the Parent,  such greater amount in a month),  and
                           (iii) [***]% of all Net Third Party Collections received since the  immediately-preceding  Advance
                           Date. The Base Servicing Fee shall also include the reimbursements  (as additional  servicing fee)
                           as provided for and pursuant to the  penultimate  paragraph of Section 4.6 of the  Supplement  and
                           Section 4.12 of the  Supplement.  Notwithstanding  the  foregoing,  the  percentages  set forth in
                           clauses (i) and (ii) above (x) shall be increased on the dates set forth below to the  percentages
                           set forth below:


[***]  Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the
Securities and Exchange Commission.


</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>




                                    Date                               Percentage
                                    May 1, 2002                        [***]%
                                    May 1, 2003                        [***]%
                                    May 1, 2004                        [***]%
                                    May 1, 2005                        [***]%

                           and (y) shall be  increased  to [***]%  from and after the first date  following  which the amount
                           paid to the Parent and the Owner in respect of Collections  from the Designated  Receivables  from
                           and after January 29, 1998 is equal to 100% of the principal of the Advances and interest  thereon
                           at the rate set forth in the Credit Agreement.

                  (b)      Section 2.1 of the Agreement is hereby amended by adding the following at the end thereof:
                           (g)      Section  4.4(c) of the  Supplement  is hereby  amended by adding the following at the end
                  thereof:

                           In addition,  the Servicer shall deliver to the Owner,  by no later than the fifteenth day of each
                           month, a copy of the internal  financial  statement  prepared by the Servicer in such form as such
                           statements have been prepared in the past for their internal use.

                           (h)      Section 1.1 of the  Supplement is hereby  amended by deleting the  definition of the term
                           &#147;Servicing Term&#148; in its entirety and inserting a new definition to read as follows:

                           &#147;Servicing  Term&#148; means a period of time  beginning on the Effective  Date and ending on such date
                           as the Owner and the  Servicer  shall  mutually  agree,  or such  earlier  date as the  Servicer&#146;s
                           functions hereunder are terminated pursuant to any other provision hereof.

                  (c)      Exhibit A attached to the Agreement is hereby  deleted in its entirety and replaced as of November
1, 2001 with  Exhibit A attached to this  Amendment.  For the  avoidance  of doubt,  the parties  acknowledge  that Exhibit A
shall be used solely to determine the Servicer&#146;s entitlement to any Additional Servicing Fee.

                  (d)      In  recognition  of Owner&#146;s right to terminate  the Servicing  Agreement at any time upon 60 days&#146;
notice pursuant to Section 2(a) of this Amendment,  (i) the Original Servicing  Agreement is amended by deleting Section 3.02
and Section 4.01 thereof in their entirety, and (ii) the Supplement is amended by deleting Section 6.1 in its entirety.

                  (e)      In  recognition  of the  Parent&#146;s  acceptance,  through  the  Owner,  of the  Collateral  in  full
satisfaction of all obligations under the Credit Agreement and for the avoidance of doubt, the


[***]  Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the
Securities and Exchange Commission.


</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>






parties agree that the  provisions of Section 7.01 of the Credit  Agreement and the  definition of &#147;Trigger  Event&#148; set forth
in Section 1.01 of the Credit Agreement shall not apply to the Servicer.

                  SECTION 2.  Other Matters.

(a)      Notwithstanding  anything  set forth in the  Servicing  Agreement,  the Owner  shall be entitled  to  terminate  the
Servicing  Agreement,  at any time without  penalty or the payment of any breakage  fees, 60 days  following such time as the
Owner shall notify the  Servicer of such  termination;  provided  that  Servicer  shall be allowed to continue to service any
Designated  Receivable,  and  concurrently  receive or collect any Additional or Base Servicing Fee owing thereon,  which (at
the time of  termination,  disposition  or removal)  has:  (i) been placed with a Third Party  (including  but not limited to
National  Attorney Network or [***]),  or (ii) received a payment within ninety (90) days of Servicer&#146;s  receipt
of  notice of  termination  (except  as set  forth in the final  clause of this  paragraph).  To the  extent  any  Designated
Receivable  has been placed with a Third  Party,  Servicer  shall be entitled to service and receive a servicing  fee thereon
until  such time as the  assigned  Third  Party  determines  (in its  reasonable  and sole  discretion)  that the  Designated
Receivable  is  uncollectible,  or with  respect to any  Designated  Receivable,  Servicer  shall be  entitled to service and
receive a servicing  fee thereon  for so long as any payment is received at any time during any  consecutive  ninety (90) day
period  thereafter  unless  Owner&#146;s  termination of the Servicing  Agreement is due to (a) Servicer&#146;s  failure to comply with
clause (ii) or (iii) of Section  2.04(a) of the  Original  Servicing  Agreement  relating  to  maintenance  of  licenses  and
compliance  with  applicable  laws, or (b) the bankruptcy  (either  voluntary or  involuntary)  of the Servicer or its parent
company.

                  (b)      The Owner hereby waives any Event of Default  arising from the  Servicer&#146;s  failure to comply with
Section  4.4(c) of the  Supplement  or  Sections  2.05(b) or (c) of the  Original  Servicing  Agreement,  provided  that such
non-compliance is cured by no later than January 1, 2002.

                  (c)      The Owner  hereby  approves  of the  transactions  described  in the Credit  Card Joint  Marketing
Agreement,  dated as of November 9, 2001,  by and among the Owner,  the  Servicer  and [***].  The Owner shall be entitled to
receive [***]% of all amounts received by the Servicer from [***] under such Agreement.

                  (d)      Except as herein  expressly  amended,  the Agreement is ratified and confirmed in all respects and
shall remain in full force and effect in  accordance  with its terms.  Each  reference in the  Agreement to "this  Agreement"
shall mean the Agreement as amended by this Amendment Agreement, and as hereinafter amended or restated.

                  (e)      This Amendment shall be effective as of the date first written above.




<PAGE>
                  SECTION 3.        Governing Law.   THIS AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 4.        Execution in Counterparts.This  Amendment  may be executed in any number of  counterparts
and by different  parties hereto in separate  counterparts,  each of which when so executed shall be deemed to be an original
and all of which when taken together shall  constitute one and the same agreement.  Delivery of an executed  counterpart of a
signature  page to this  Amendment by telecopier  shall be effective as delivery of a manually  executed  counterpart of this
Amendment.



[***]  Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the
Securities and Exchange Commission.


</PRE>


<HR SIZE=2 align=left color=black NOSHADE>

<PRE>




                  IN WITNESS  WHEREOF,  the parties  hereto have caused  this  Agreement  to be executed by their  respective
officers thereunto duly authorized, as of the date first above written.

                                                              MIDLAND CREDIT MANAGEMENT, INC.


                                                              By:      __/s/ J. Brandon Black____
                                                              Name:     J. Brandon Black
                                                              Title:    EVP


                                                              DAIWA FINANCE CORPORATION


                                                              By:      ___/s/ Jeffrey M. Chertoff___
                                                              Name:    Jeffrey M. Chertoff
                                                              Title:   EVP, CFO


                                                              CCS RECEIVABLES MANAGEMENT, LLC


                                                              By:  DAIWA SECURITIES AMERICA INC.
                                                              Its: Manager


                                                              By:      ___/s/ Hiroyuki Nomura____
                                                              Name:    Hiroyuki Nomura
                                                              Title:   SVP


</PRE>


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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>exhibit10-8.htm
<DESCRIPTION>SERVICING AGREEMENT
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.8 </TITLE>
</HEAD>
<BODY>


<!-- MARKER FORMAT-SHEET="Head Right-TNR" FSL="Project" -->

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.8 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SERVICING AGREEMENT </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
SERVICING AGREEMENT (this &#147;<U>Agreement</U>&#148;) is made as of December 20, 2000,
by and among MRC RECEIVABLES CORPORATION, a Delaware corporation (the
&#147;<U>Borrower</U>&#148;), MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation (the
&#147;<U>Servicer</U>&#148;) and CFSC CAPITAL CORP. VIII, a Delaware corporation (the
&#147;<U>Lender</U>&#148;). </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Borrower may from time to time purchase a pool or pools (each an &#147;<U>Asset
Pool</U>&#148;) which assets include charged off credit card accounts and other delinquent
or deficiency consumer obligations. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Borrower and the Lender are parties to a Credit Agreement of even date herewith, as
the same may be amended or supplemented from time to time (the &#147;Credit
Agreement&#148;) pursuant to which the Lender may from time to time make Loans to finance
the acquisition of such Asset Pools. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Servicer and the Lender desire that the Servicer manage and service collection of such
assets so purchased by the Borrower and financed by the Lender, and the Servicer is
desirous of providing such services. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Lender and the Servicer hereby agree as follows: </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE I <BR>DEFINITIONS </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1.1 <U>Defined Terms</U>. Unless otherwise expressly indicated, all capitalized terms used
in this Agreement but not otherwise herein defined shall have the respective meanings
ascribed to them in the Credit Agreement. </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE II <BR>SERVICING </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.1 <U>Appointment of the Servicer as Servicer</U>. The Servicer shall collect, administer
and service all Accounts and other Assets from time to time constituting a part of any
Asset Pool financed in whole or in part by the Lender in accordance with this Agreement
and shall have full power and authority, to the extent not limited hereunder, to do or
cause to be done any and all things in connection with such servicing, administration and
collection. In the performance of its duties and responsibilities under this Agreement,
the Servicer may engage Permitted Third Parties to commence collection actions,
foreclosure proceedings and/or the like; <U>provided</U>, <U>however</U>, that each
Permitted Third Party shall be engaged on a contingency fee basis and all Permitted
Third-Party Costs and Permitted Third-Party Fees shall be payable only by such Permitted
Third Party retaining such Permitted Third-Party Costs and Permitted Third-Party Fees from
collections collected by such Permitted Third Party. </FONT></P>

<HR SIZE=5 COLOR=GRAY NOSHADE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.2 <U>Documents Evidencing Assets</U>. To the extent delivered to the Borrower by an
Asset Pool Seller, the Borrower will deposit with the Servicer copies of each document
evidencing or relating to an Account or other Asset to be serviced by the Servicer,
together with such other documents available to the Borrower as the Servicer may
reasonably require in order to perform its duties under this Agreement. In addition, the
Servicer shall (i) maintain and retain physical possession of good and legible copies of
all other instruments or documents, including original Re-Write Notes to the extent
permitted under this Agreement, executed by an Obligor and/or the Servicer to modify,
supplement, compromise, settle, restructure or otherwise modify the terms or conditions of
any Account during the term that the Servicer is servicing the Accounts, and (ii) maintain
and retain originals or copies, as appropriate, of all instruments and documents generated
by or coming into the possession of the Servicer (including. but not limited to, current
and historical computerized data files, whether developed or originated by the Servicer or
others) that are reasonably required to evidence, document, collect or service any Asset.
All documents described in this <U>Section 2.2</U> are referred to collectively herein as
the &#147;<U>Asset Documents</U>&#148;. All Asset Documents shall remain the property of
the Borrower, subject to the security interest of the Lender. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.3 <U>Duties of Servicer</U>. Without limiting the generality of <U>Section 2.1</U>, the
Servicer shall undertake all commercially reasonable efforts consistent with the
Servicer&#146;s Practices (as defined in <U>Section 2.4(a)</U>) to collect or otherwise
realize upon each Asset comprising a part of an Asset Pool being serviced hereunder,
including, without limitation, commencing (i) collection actions, (ii) foreclosure
proceedings and repossession activities, if applicable, and (iii) other customary
collection practices. In that connection, the Servicer shall be solely responsible for the
retention and compensation of attorneys (other than Permitted Third Parties) engaged for
purposes of pursuing collection litigation against Obligors, collection and posting of all
payments, responding to inquiries of Obligors of Accounts, investigating delinquencies,
sending statements to Obligors, reporting any required tax information to Obligors,
reporting any required credit information on Obligors to the credit bureaus, accounting
for Asset Pool Proceeds collected on account of any Asset, monitoring the status of any
guaranties or insurance policies relating to any Asset, commencing and pursuing collection
actions, entering into agreements for the settlement, compromise or satisfaction of Assets
and such other practices and procedures as are generally employed in collecting similar
accounts, loan portfolios and other receivables. To the extent that the Servicer, in the
performance of its duties and responsibilities under this Agreement, engages Permitted
Third Parties or other attorneys for purposes of pursuing collection litigation or other
purposes, the Servicer shall also have sole responsibility for monitoring the activities
and actions of such Permitted Third Parties and such other attorneys and shall use
reasonable efforts to require, by enforcement of the applicable contract of placement or
engagement, that such activities and actions are in compliance with provisions of this
Agreement. </FONT></P>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 2</FONT></P>

<HR SIZE=5 COLOR=GRAY NOSHADE>




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<P ><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Section 2.4
Servicing Standards; Subservicing. </U></FONT></P>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer agrees that it shall service, administer, collect, market and sell
                    the Assets in a commercially reasonable manner consistent with the written
                    servicing practices attached hereto as <U>Exhibit </U> A and, to the extent
                    consistent with such written servicing practices, the Servicer&#146;s customary
                    standards, policies, procedures and practices in connection with servicing,
                    administration and collection activities (the foregoing written servicing
                    practices and the foregoing customary standards, policies, procedures and
                    practices, as changed from time to time, including, without limitation, material
                    changes made with the prior consent of the Lender, are herein collectively
                    referred to as the &#147;Servicer&#146;s Practices&#148;). The Servicer shall
                    not make any material changes to the Servicing Practices without the prior
                    consent of the Lender, which consent shall not be unreasonably withheld by the
                    Lender. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    In addition to Permitted Third Parties, the Servicer may appoint, with the prior
                    written consent of the Lender, and pursuant to subservicing agreements
                    acceptable to the Lender, one or more subservicers to perform the
                    Servicer&#146;s duties hereunder. No appointment of any subservicer or
                    engagement of any attorney for collection litigation or other purposes by the
                    Servicer shall relieve the Servicer of any of its duties or responsibilities
                    under this Agreement, including without limitation, its servicing
                    responsibilities hereunder and its reporting responsibilities hereunder. To the
                    extent the Lender approves a subservicing agreement with respect to certain
                    Assets (including the fee payable to any such subservicer thereunder), the
                    Servicer shall not be entitled to payment of any Servicing Fee on account of the
                    Assets subject to such subservicing agreement, but the amount of such
                    subservicing fees payable under such subservicing agreement shall be payable
                    from Asset Pool Proceeds from such Assets serviced by such subservicer in lieu
                    of the Servicing Fee which would otherwise be payable to the Servicer with
                    respect to such Assets. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.5 <U>Power and Authority</U>. The Servicer is hereby granted the full power and
authority to conduct its servicing, administration and collection activities for and on
behalf of the Borrower and the Lender as contemplated herein and, without limiting the
generality of the foregoing, is authorized and empowered to (a) make all communications
with Obligors under Accounts in the Borrower&#146;s name and (b) execute and deliver, on
behalf of the Borrower, any and all instruments of amendment, modification, satisfaction,
cancellation, sale, transfer, release, discharge and all other comparable instruments with
respect to any such Asset; <U>provided</U>, <U>however</U>, that the authority granted
above shall not be exercised by the Servicer unless consistent with <U>Section 2.6</U>
hereof. To the extent permitted by applicable law, the Servicer is hereby authorized to
commence, in the name of the Borrower, legal proceedings to collect Accounts and to
commence or participate in any other legal proceeding otherwise relating to or involving
an Account or any other Asset. If the Servicer commences or participates in any such legal
proceedings, the Servicer is authorized and empowered to execute and deliver, in the
Borrower&#146;s name, any notices, demands, claims, complaints, responses, affidavits or
other documents or instruments in connection with any such proceeding. Upon request, the
Borrower shall furnish the Servicer with any powers of attorney or other documents which
the Servicer may reasonably request and which the Borrower may reasonably approve in order
to take such steps as the Servicer deems necessary, appropriate or expedient to carry out
its servicing, administration and collection activities under this agreement. </FONT></P>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3 </FONT></P>

<HR SIZE=5 COLOR=GRAY NOSHADE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.6 <U>Settlement Authority and Re-Write Notes</U>. </FONT></P>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall have such authority to compromise, settle or cooperate with
                    the Borrower in selling any Account or other Asset pursuant to the terms in
                    <U>Section 3.4</U> of the Credit Agreement. If the Servicer places Assets for
                    collection with any subservicer or engages any Permitted Third Party or any
                    other attorney to commence collection actions, foreclosure proceedings and/or
                    the like, the Servicer will provide written notice to each such subservicer,
                    Permitted Third Party or other attorney of the terms of <U>Section 3.4</U> of
                    the Credit Agreement and will use reasonable ef1orts to require, by enforcement
                    of the applicable contract of placement or engagement, that each such
                    subservicer and each such Permitted Third Party or other attorney compromises,
                    settles or cooperates with the Borrower in selling any Account or other Asset
                    pursuant to the terms in <U>Section 3.4</U> of the Credit Agreement. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    In furtherance of the Servicer&#146;s collection of Accounts, the Servicer may
                    accept, on behalf of the Borrower and subject to the Lender&#146;s security
                    interest, a promissory note issued by an Obligor in favor of the Borrower in
                    replacement or settlement of an Account (a &#147;Re-Write Note&#148;) so long as
                    such Re-Write Note complies with the terms in <U>Section 3.4</U> of the Credit
                    Agreement. Each Re-Write Note shall be in compliance with all applicable laws
                    and, upon execution and delivery of such Re-Write Note by the Obligor to the
                    Servicer, the Servicer shall immediately firmly affix to such Re-Write Note an
                    original allonge endorsement in the form of <U>Exhibit B</U>, executed by the
                    Borrower in favor of the Lender. So long as no Default or Event of Default
                    exists under the Credit Agreement and no Termination Event exists under this
                    Agreement, the Lender shall permit the Servicer, as agent for the Lender (for
                    the sole purpose of perfecting the Lender&#146;s security interest in Re-Write
                    Notes) to retain possession of Re-Write Notes so long as the aggregate face
                    amount of all Re-Write Notes in the possession of the Servicer shall not at any
                    time exceed two percent (2%) of the aggregate original face amount of all Assets
                    in all Asset Pools. The Servicer hereby acknowledges and agrees that it shall
                    retain possession of the Re-Write Notes as agent for the Lender for the purpose
                    of perfecting the Lender&#146;s security interest in the Re-Write Notes. Upon
                    the occurrence of a Default or an Event of Default under the Credit Agreement or
                    upon the occurrence of a Termination Event or to the extent that the aggregate
                    face amount of all Re-Write Notes in the possession of the Servicer exceeds two
                    (2%) of the aggregate original face amount of all Assets in all Asset Pools,
                    upon written request of the Lender, the Servicer shall immediately deliver all
                    Re-Write Notes to the Lender. If after delivery of the Re-Write Notes to the
                    Lender (at a time when the Servicer has not been terminated as servicer for the
                    Assets), the Servicer needs possession of a Re-Write Note for amendment,
                    enforcement or return to the applicable Obligor upon final payment of such
                    Re-Write Note, the Servicer shall provide the Lender with a written request for
                    the applicable Re-Write Note. Upon receipt of such written request from the
                    Servicer, the Lender shall promptly provide to the Servicer the requested
                    ReWrite Note. Unless such Re-Write Note is paid in full or a lesser amount in
                    compliance with the provisions of <U>Section 3.4</U> of the Credit Agreement is
                    accepted by the Servicer in its reasonable judgment in full satisfaction of the
                    amount owing under such Re-Write Note, the Servicer shall promptly return such
                    Re-Write Note to the Lender when the Servicer no longer needs possession of such
                    Re-Write Note for amendment or enforcement. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4 </FONT></P>

<HR SIZE=5 COLOR=GRAY NOSHADE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.7 <U>Legal Compliance</U>. The Servicer shall perform all of its obligations under this
Agreement in full compliance with all applicable laws, rules and regulations, including,
but not limited to, laws, rules and regulations governing debt collection practices and
procedures. To the extent that the Servicer places Assets for collection with any
subservicer or engages any Permitted Third Party or any other attorney to commence
collection actions, foreclosure proceedings and/or the like with respect to the Assets,
the Servicer shall advise each such subservicer, Permitted Third Party or other attorney
of provisions in this Agreement and the Credit Agreement which are relevant to such
placement or engagement, including, without limitation, the provisions of <U>Section
3.4</U> of the Credit Agreement. The Servicer shall use reasonable efforts to require, by
enforcement of the applicable contract of such placement or engagement, each such
subservicer and each such Permitted Third Party or other attorney to perform all of its
obligations with respect to the Assets in full compliance with the provisions of this
Agreement and the Credit Agreement and in full compliance with all applicable laws, rules
and regulations, including, but not limited to, laws, rules and regulations governing debt
collection practices and procedures. The Servicer specifically represents and warrants to
the Borrower and the Lender that the Servicer is knowledgeable and experienced in
complying with such laws, rules and regulations as they pertain to debt collection
practices and procedures. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.8 <U>Deposit to Collateral Account</U>. The Servicer shall (i) deposit all Asset Pool
Proceeds received by it, on a daily basis, into the Collateral Account, and (ii) use
reasonable efforts to require by enforcement of the applicable contract of placement or
engagement, all Asset Pool Proceeds whether received by a subservicer, a Permitted Third
Party or any other attorney engaged to commence collection actions, foreclosure procedures
and/or the like, to be paid to the Servicer for deposit into the Collateral Account
pursuant to the applicable contract of placement or engagement. To the extent that Asset
Pool Proceeds are received by check or otherwise in the Servicer&#146;s Lockbox or are
received through the Servicer&#146;s preparation of &#147;laser checks&#148;, the Servicer
will cause such Asset Pool Proceeds to be deposited directly into the Collateral Account.
To the extent that Asset Pool Proceeds are received (whether by wire transfer, money order
or otherwise) in the Servicer&#146;s Collection Account, the Servicer shall transfer all
Asset Pool Proceeds on a daily basis from the Servicer&#146;s Collection Account to the
Collateral Account. Except for the temporary deposit of Asset Pool Proceeds in the
Servicer&#146;s Collection Account as provided in the preceding sentence, the Servicer
shall not commingle any Asset Pool Proceeds collected with respect to the Assets with any
moneys or other funds which are not Asset Pool Proceeds. Withdrawals from the Collateral
Account for payment of fees to the Collateral Agent, NAN Net Negative Permitted
Third-Party Costs, Servicing Fees, Loan Costs and distributions to the Lender and the
Borrower shall be made on each Distribution Date in accordance with the provisions of the
Credit Agreement. Pending distribution pursuant thereto, all Asset Pool Proceeds at any
time held by the Servicer, any subservicer, any Permitted Third Party or any other
attorney shall be held in trust for the benefit of the Lender. The Servicer acknowledges
that the Borrower has granted a security interest to the Lender in all of the
Borrower&#146;s right, title and interest in and to all Asset Pool Proceeds, including
those from time to time on deposit in the Servicer&#146;s Collection Account and those
from time to time on deposit in the Collateral Account. The Servicer has not granted, and
will not grant, to any Person (i) a security interest in the Servicer&#146;s Collection
Account or in the Asset Pool Proceeds at any time on deposit in the Servicer&#146;s
Collection Account. or (ii) the right to control in any respect the Servicer&#146;s
Collection Account or any Asset Pool Proceeds at any time on deposit therein. The
Collateral Account shall be subject to all terms and conditions of the Collateral Account
Agreement which provides, among other things, that no distributions shall be made
therefrom without the prior written consent of the Lender. </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5 </FONT></P>

<HR SIZE=5 COLOR=GRAY NOSHADE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.9 <U>Distributions from the Collateral Account</U>. All Asset Pool Proceeds from time to
time on deposit in the Collateral Account shall be held therein until the next occurring
Distribution Date. Not later than 3:00 p.m. Minneapolis, Minnesota time on the applicable
Distribution Report Date, the Servicer shall deliver to the Lender the Distribution Report
for the related Distribution Period, and the Lender will make its determinations as to
distributions of Asset Pool Proceeds deposited in the Collateral Account during such
Distribution Period in accordance with <U>Section 2.8</U> of the Credit Agreement. In no
event shall any amount be distributed from the Collateral Account without prior written
consent of the Lender as to each such distribution. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.10 <U>Insurance</U>. The servicer shall obtain and maintain at all times during the term
of this Agreement the following insurance coverages: </FONT></P>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall obtain and maintain workers&#146; compensation or approved
                    self-insurance and employer&#146;s liability insurance which shall fully comply
                    with statutory requirements of all applicable state and federal laws. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall obtain and maintain commercial general liability insurance
                    with a minimum combined single limit of liability of $1,000,000 per occurrence
                    and $2,000,000 aggregate for injury and/or death and/or property coverage,
                    including broad form contractual liability insurance specifically covering the
                    Lender under this Agreement. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 6</FONT></P>
<HR SIZE=5 COLOR=GRAY NOSHADE>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall obtain and maintain business automobile liability insurance
                    covering all owned, hired and non-owned vehicles and equipment used by the
                    employees of the Servicer with a minimum combined single limit of liability of
                    $1,000,000 for injury and/or death and/or property damage. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall obtain and maintain excess coverage with respect to its
                    insurance described in clauses (b) and (c) above, with a minimum combined single
                    limit of $3,000,000. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall obtain and maintain errors and omissions insurance covering
                    the actions of the Servicer and its employees and agents under this Agreement
                    with a minimum combined single limit of $3,000,000. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall obtain and maintain a fidelity insurance bond in an amount
                    not less than $100,000. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
policy shall provide for thirty (30) days prior written notice to be given by the insurer
to the Lender in the event of a termination, non-renewal or cancellation, or of any
material change in coverages or deductibles. All insurance required hereunder shall be
carried with responsible insurance companies of recognized standing which are authorized
to do business in the states in which any of the Assts are located and are rated A-XII or
better by A.M. Best. </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.l1 <U>Right of Lender to Place a Sampling of Assets with Independent Servicer</U>. At
any time and from time to time, upon request of the Lender, the Borrower and the Servicer
shall cooperate with the Lender in allowing the Lender to select certain of the Assets
which have been previously placed with the Servicer (which selected Assets shall not
exceed at any time five percent (5%) of the aggregate amount of all Assets) for placement
for servicing with an independent third-party servicer which is not the Servicer. In
selecting Assets for placement with an independent third-party servicer, the Lender shall
use its best efforts not to disrupt the Servicer&#146;s business and the Lender will focus
on inactive Accounts, but may also select Accounts undergoing active collection
strategies; provided, however, to the extent that the Servicer identifies for the Lender
active Accounts with respect to which the Servicer has in place payment arrangements with
the applicable Obligors under which payments are being received or will be received (or
will commence being received) within the next sixty (60) days, the Lender will exclude
such Accounts subject to such payment arrangements from placement with an independent
third-party servicer; <U>provided</U>, <U>further</U>, <U>however</U>, in the event that
any such Account which the Servicer has so identified as having in place a payment
arrangement does not in fact produce a payment within such sixty (60) day period, the
Lender may place such Account with such independent third-party servicer. In connection
with any such placement, the Borrower and the Servicer shall join with the lender and such
independent third-party servicer in the execution and delivery of a servicing agreement
mutually acceptable to the Borrower, the Servicer, the Lender and such independent
third-party servicer. All Asset Pool Proceeds collected by such independent third-party
servicer will be deposited into the Collateral Account for distribution in accordance with
the provisions of the Credit Agreement, except that with respect to the Asset Pool
proceeds collected from such Assets placed with such independent third-party servicer, a
servicing fee shall be payable to such independent third-party servicer in accordance with
the provisions of the servicing agreement entered into with such independent third-party
servicer instead of the Servicing Fee payable to the Servicer under the Credit Agreement.
The Servicer shall be reimbursed for its reasonable out-of-pocket costs incurred in (i)
responding to any request for information or reports requested by the independent
third-party servicer, (ii) programming for the placement of such servicing with the
independent third-party servicer, and (iii) programming in connection with the
transmission back to the Servicer of servicing responsibility from the independent third
party servicer. The Lender agrees to indemnify, defend and hold harmless the Servicer and
the Borrower from and against any and all claims, losses, liabilities, damages, penalties,
fines, forfeitures and legal and accounting fees resulting from or arising out of any
claims, actions or proceedings brought against the Servicer as a result of or based upon
actions or inactions by an independent third-party servicer engaged pursuant to the
provisions of this <U>Section 2.11</U> (provided that such action or inaction was not
undertaken at the direction of the Servicer), including any failure by such independent
third-party servicer or any of its agents, representatives or employees to comply with all
applicable debt collection laws, rules and regulations. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 7</FONT></P>

<HR SIZE=5 COLOR=GRAY NOSHADE>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE III <BR>SERVICING FEES;
REIMBURSEMENT OF EXPENSES </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 3.1
Servicing Fees. </U></FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Except to the extent that the provisions of this Agreement or the Credit
               Agreement provide that the Servicer is not entitled to a Servicing Fee, the
               Servicer shall be entitled to a Servicing Fee with respect to each Asset Pool,
               computed in accordance with <U>Section 3.1 (b)</U> below. The Servicing Fee with
               respect to each Asset Pool shall be payable on each Distribution Date solely
               from Asset Pool Proceeds received with respect to such Asset Pool during the
               related Distribution Period and shall be paid to the Servicer in the order of
               priority provided in <U>Section 2.8</U> of the Credit Agreement. Any Servicing
               Fee for an Asset Pool shall be payable solely from Asset Pool Proceeds obtained
               from and attributable to such Asset Pool and shall be without recourse to the
               Lender. </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 8</FONT></P>
<HR SIZE=5 COLOR=GRAY NOSHADE>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               With respect to each distribution of Asset Pool Proceeds occurring from the date
               of this Agreement through October 31, 2001, the Servicing Fee with respect to
               each Asset Pool shall be equal to the applicable Servicing Fee specified in the
               Servicing Fee Schedule attached hereto as <U>Exhibit C</U>, as the applicable
               Servicing Fee changes from time to time pursuant thereto. With respect to each
               distribution of Asset Pool Proceeds occurring after October 31, 2001, the
               Servicing Fee applicable to each Asset Pool shall be first adjusted on the first
               Distribution Date occurring after October 31, 2001, and thereafter adjusted
               quarterly effective for the first Distribution Date occurring after each
               December 31, March 31, June 30 and September 30 (each a &#147;<U>Servicing Fee
               Adjustment Date</U>&#148;), commencing with the first Servicing Fee Adjustment
               Date being effective for the first Distribution Date occurring after October 31,
               2001, so that the adjusted Servicing Fee approximates the actual servicing costs
               of the Servicer in servicing the Assets included in the Asset Pools with
               consideration given to the types of Assets being serviced, the age of the Assets
               being serviced, the collection strategy used with respect to such Assets and
               other relevant considerations. Each such quarterly adjustment in the Servicing
               Fee shall be mutually agreed upon in writing by the Lender, the Borrower and the
               Servicer before such adjustment in the Servicing Fee shall become effective. In
               order to enable the Lender, the Borrower and the Servicer to consider making a
               quarterly adjustment to the Servicing Fee, the Servicer shall provide to the
               Lender and the Borrower on October 1, 2001 (with respect to the first Servicing
               Fee Adjustment Date) and thereafter on each December 1, March 1, June 1 and
               September 1, a written analysis of the actual servicing costs incurred by the
               Servicer in servicing the Assets included in the Asset Pools, with such written
               analysis being in form and detail reasonably acceptable to the Lender and the
               Borrower. In the event that the Lender, the Borrower and the Servicer do not
               mutually agree in writing to an adjustment in the Servicing Fee by the
               applicable Servicing Fee Adjustment Date, regardless of the reason for such
               failure to so mutually agree in writing, then the Servicing Fee for the
               applicable quarter shall be the Servicing Fee specified in the &#147;Safe
               Harbor&#148; sections of the Servicing Fee Schedule attached hereto as
               <U>Exhibit C</U>, as the applicable Servicing Fee changes from time to time
               pursuant thereto. </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.2 <U>Nonreimbursable Expenses of the Servicer</U>. Except for Permitted Third-Party
Costs and Permitted Third-Party Fees retained by Permitted Third Parties from collections
received by such Permitted Third Parties, the Servicer shall be solely responsible for
payment of all costs and expenses incurred in connection with the servicing,
administration or collection of Assets. Without limiting the generality of the foregoing,
it is understood and agreed that the Servicer shall not be entitled to payment or
reimbursement for any costs of collecting or realizing upon any Account (including,
without limitation, any filing fees, court costs, legal fees or other costs or expenses
incurred by the Servicer) or for any overhead expenses of the Servicer, salaries, wages or
other compensation of employees of the Servicer or travel and other expenses incurred by
any employees of the Servicer. In addition, except for Permitted Third-Party Costs and
Permitted Third-Party Fees retained by Permitted Third Parties from collections received
by such Permitted Third Parties and except with respect to a subservicer to the extent
contemplated by Section 2.4 of this Agreement, to the extent the Servicer engages any
other party to perform any aspects of its duties under this Agreement, any such fees,
charges, costs or expenses therefor shall be paid by the Servicer and shall not be
reimbursable from Asset Pool Proceeds. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 9</FONT></P>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IV <BR>ACCOUNTING, STATEMENTS
AND REPORTS </FONT></H1>

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<P ><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 4.1 Books
and Records. </U></FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The servicer shall keep accurate books and records pertaining to the operations,
               business and financial condition of the Servicer and to such other matters as
               the Lender may from time to time reasonably request with respect to the
               Servicer, in which true and correct actions made in accordance with GAAP
               consistently applied. </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The Servicer shall (i) maintain and retain detailed records with respect to each
               Asset setting forth the status of such Asset, the amount and application of any
               funds received on account of such Asset, or other realization upon, such Asset,
               and (ii) maintain and retain notes related to the servicing, administration and
               collection efforts and activities with respect to each Asset as are reasonably
               necessary to continue servicing the Asset. The Servicer shall also make periodic
               reports in accordance with <U>Section 4.2</U>. To the extent that the Servicer
               has placed any of the Assets with a subservicer or has engaged a Permitted Third
               Party or any other attorney to commence collection actions, foreclosure
               proceedings and/or the like, the Servicer shall use reasonable efforts to
               require, by enforcement of the applicable contract of placement or engagement,
               each such subservicer and each such Permitted Third Party and each such other
               attorney to keep detailed records pertaining to such Assets. Such records may
               not be destroyed or otherwise disposed of except as provided herein and as
               allowed by applicable laws, regulations or decrees. All records and all Asset
               Documents, whether or not developed or originated by the Servicer, any such
               subservicer or any such attorney, shall remain at all times the property of the
               Borrower, subject to the security interests of the Lender therein. None of the
               Servicer, any such subservicer, any such Permitted Third Party or any such other
               attorney shall acquire any property rights with respect to any such books or
               records or Asset Documents, and none of the Servicer, any such subservicer, any
               such Permitted Third Party or any such other attorney shall have any right to
               possession of any of them except pursuant to this Ag1&#145;eement. Upon
               termination of this Agreement, the Servicer shall immediately deliver, and the
               Servicer shall use reasonable efforts to require. by enforcement of the
               applicable contract of placement or engagement, each such subservicer, each such
               Permitted Third Party and each such other attorney to immediately deliver, all
               such records and Asset Documents to the Lender or its designee. The Servicer
               shall bear the entire cost of restoration in the event any such books or records
               or Asset Documents shall become damaged, lost or destroyed while in the
               possession of the Servicer, any such subservicer, any such Permitted Third Party
               or any such other attorney. </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 10</FONT></P>
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<HR SIZE=5 COLOR=GRAY NOSHADE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4.2 <U>Periodic Reporting</U>. The Servicer shall provide to the Borrower and the Lender
the following periodic reports, in form and content acceptable to the Borrower and the
Lender: </FONT></P>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As soon as available, and in any event within one hundred twenty (120) days
                    after the end of each fiscal year of MCM Capital Group, Inc., a Delaware
                    corporation (&#147;MCM Capital Group&#148;), a copy of the annual audit report
                    of MCM Capital Group and its Subsidiaries, including, without limitation, the
                    Borrower and the Servicer, with the opinion of their respective certified public
                    accountants (which opinion shall not contain any &#147;going concern&#148;
                    qualifications to MCM Capital Group or the Servicer and which shall not contain
                    any other qualification as to the Loan Collateral or as to the ability of the
                    Borrower, MCM Capital Group or the Servicer to perform any of its respective
                    obligations under any Loan Documents to which it is a party), which annual
                    report shall include the consolidated balance sheets and the consolidated
                    statements of earnings, shareholder&#146;s equity and cash flows for the fiscal
                    year then ended for MCM Capital Group and its Subsidiaries, all in reasonable
                    detail and all prepared in accordance with GAAP, applied on a consistent basis,
                    together with (i) internally prepared consolidating balance sheets and
                    consolidating statements of earnings, shareholder&#146;s equity and cash flows
                    for the fiscal year then ended for the Borrower and the Servicer, all in
                    reasonable detail and all prepared in accordance with GAAP, applied on a
                    consistent basis, and (ii) a certificate of the chief financial officer of, and
                    on behalf of, MCM Capital Group stating that all such financial statements are
                    true and accurate in all material respects. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As soon as available and in any event within sixty (60) days after the end of
                    each of the first three quarters of each fiscal year of MCM Capital Group, a
                    copy of the interim unaudited financial statements of MCM Capital Group and its
                    Subsidiaries, including, without limitation, the Borrower and the Servicer,
                    which financial statements shall include the consolidated balance sheets and the
                    consolidated statements of earnings, shareholder&#146;s equity and cash flows as
                    at the end of such quarter for MCM Capital Group and its Subsidiaries and the
                    consolidating balance sheets and the consolidating statements of earnings
                    shareholder&#146;s equity and cash flows as at the end of such quarter for the
                    Borrower and the Servicer, all in reasonable detail and stating in comparative
                    form the figures for the corresponding date and period in the previous fiscal
                    year, all prepared in accordance with GAAP, applied on a consistent basis
                    (provided that so long as MCM Capital Group is a reporting company, delivery of
                    the Form 10Q tiled by MCM Capital Group with respect to a fiscal quarter shall
                    satisfy the requirement for quarterly consolidated financial statements under
                    this section), together with a certificate of the chief financial officer of,
                    and on behalf of, MCM Capital Group stating that such financial statements,
                    subject to year-end audit adjustments, are true and accurate in all material
                    respects. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As soon as available and in any event within twenty (20) days after the end of
                    each quarter of each calendar year, actual and projected collections and the
                    expected internal rate of return for each Asset Pool (the IRR Model). </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 11</FONT></P>
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<HR SIZE=5 COLOR=GRAY NOSHADE>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As soon as available and in any event within fifteen (15) days after the end of
                    each Test Period, a report which sets forth as of the end of such Test Period
                    all Asset Pool Proceeds collected through the end of such Test Period for the
                    Asset Pools (for each Asset Pool separately and for ail Asset Pools combined)
                    and the Asset Pool Proceeds projected by the Borrower through the end of such
                    Test Period for such Asset Pools (for each Asset Pool separately and for all
                    Asset Pools combined) in the bid packages submitted by the Borrower as a part of
                    the Accepted Borrowing Requests for such Asset Pools (the &#147;<U>Test </U>
                    <U>Report</U>&#148;). </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Not later than 3:00 p.m., Minneapolis, Minnesota time, two (2) Business Days
                    immediately preceding each Distribution Date, (i) a Distribution Report for the
                    applicable Distribution Period setting forth by Asset Pool, the Asset Pool
                    Proceeds, outstanding balance of the Loans, if any, and other relevant
                    information to determine the use and application of the Asset Pool Proceeds
                    deposited to the Collateral Account during the Distribution Period immediately
                    preceding such Distribution Date, (ii) a cash receipts report by Asset, (iii) a
                    wire transfer report (stating wire transfer instructions and amounts), and (iv)
                    such other reports as the Lender shall reasonably require regarding the Asset
                    Pools or the Asset Pool Proceeds. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As soon as available and in any event within twenty (20) days after the end of
                    each calendar month, (i) a bank reconciliation statement for the Collateral
                    Account and the Servicer&#146;s Collection Account, (ii) an Asset detail report
                    (including all Asset related information), (iii) the current unpaid acquisition
                    balance of the Assets (by product type) for each Asset Pool, (iv) the current
                    unpaid acquisition balance of the Assets (by geographic state) for each Asset
                    Pool, (v) a summarized status report (summary information by status code for
                    each Asset Pool), (vi) a summarized asset pool report (summary information by
                    Asset Pool), (vii) a computer diskette or tape with all information necessary to
                    enable the Lender to perform all of the Servicer&#146;s servicing obligations
                    under the Servicing Agreement, together with all data and data field information
                    necessary to enable the Lender or a replacement servicer to maintain a
                    continuous availability to perform the servicing obligations of the Servicer
                    under the Servicing Agreement, (viii) a report showing the aggregate original
                    face amount of all Re-Write Notes in the possession of the Servicer and showing
                    such face amount as a percentage of the aggregate face amount of all Assets in
                    all Asset Pools, and (ix) such other reports as the Lender shall reasonably
                    require regarding the Asset Pools or the Asset Pool Proceeds. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As promptly as practicable (but in any event not later than five (5) Business
                    Days) after the Servicer obtains knowledge of the occurrence of any default by
                    the Servicer in the performance of any of its obligations under this Agreement
                    or under any other Loan Document to which the Servicer is a party, notice of
                    such occurrence, together with a detailed statement by the Servicer of the steps
                    being taken by the Servicer to cure the effect of such event. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 12</FONT></P>
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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As soon as available and in any event not later than January 31 of each year,
                    financial performance projections prepared for MCM Capital Group and its
                    Subsidiaries for such year and the following two (2) years which have been
                    approved by the board of directors of MCM Capital Group. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As soon as available and in any event within sixty (60) days after the end of
                    each of the first three (3) quarters of each fiscal year and within one hundred
                    twenty (120) days after the end of each fiscal year of MCM Capital Group, a
                    written report prepared by the chief financial officer of MCM Capital Group,
                    which compares the actual financial performance of MCM Capital Group and its
                    Subsidiaries with the financial performance projections (as the same may be
                    adjusted by the board of directors of MCM Capital Group from time to time)
                    delivered to the Lender pursuant to <U>Section 4.2(h)</U> above. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As promptly as practicable (but in any event not later than five (5) Business
                    Days) after the Servicer obtains knowledge thereof, notice of any pending or
                    overtly threatened litigation against MCM Capital Group or any of its
                    Subsidiaries which must be reported in a Form 8K fi1ed by MCM Capital Group or
                    which, if successful, would likely result in a judgment of $250,000 or more. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(k) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Such other information respecting any Asset Pool, the Servicer, any Permitted
                    Third Party, any subservicer or any attorney engaged by the Servicer as the
                    Lender may from time to time reasonably request. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Lender acknowledges that certain
information provided to it pursuant to this Agreement, including, without limitation,
pursuant to this <U>Section 4.2</U>, may consist of material nonpublic information
regarding MCM Capital Group and its Subsidiaries, and Lender acknowledges and agrees that
it is aware (and that any Person to whom any such information may be disclosed as
permitted by this Agreement has been, or upon receiving such information will be, advised)
of the restrictions imposed by federal and state securities laws on a Person possessing
material nonpublic information regarding an issuer of securities. In the event the
Servicer is required to provide to the Lender material nonpublic information regarding MCM
Capital Group and its Subsidiaries pursuant to this Agreement, including, without
limitation, pursuant to this <U>Section 4.2</U>, and to the extent that applicable federal
securities laws, rules and regulations require that the Lender execute and deliver a
confidentiality agreement in connection with its receipt of such material nonpublic
information, upon request of the Servicer, the Lender will execute and deliver a
confidentiality agreement which has been prepared by the Servicer and which is consistent
with the minimum requirements for confidentiality agreements set forth in such federal
securities laws, rules and regulations. Notwithstanding any other provision in this
Agreement, this paragraph shall survive and continue to be binding against Lender after
any sale, conveyance, assignment or transfer by any such Person of any of the Notes or the
Warrants. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 13</FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4.3 <U>Inspection Rights</U>. At any time and from time to time during regular business
hours, the Servicer shall permit, and shall use reasonable efforts to require, by
enforcement of the applicable contract of placement or engagement, each subservicer which
is servicing any of the Assets to permit, the Borrower, the Lender or their respective
agents, representatives or designees, at the sole cost and expense of such requesting
party, (a) to examine or make copies of abstracts from all books, records and documents
(including, without limitation) computer tapes and disks and constituting Asset Documents
or otherwise in any way relating to any Asset or the Servicer&#146;s or any subservicers
collection activities with respect thereto, (b) to visit the offices and properties of the
Servicer or any subservicer for purposes of examining such materials or the
Servicer&#146;s or any subservicer&#146;s procedures, processes and activities relating to
the exercise of its duties hereunder and (c) to discuss matters relating to Assets or the
servicing, collection or liquidation thereof or the performance by the Servicer or any
subservicer with respect thereto with any officers or employees having knowledge of any
such matters. Without limiting the foregoing, at any time and from time to time during
regular business hours, the Servicer shall permit, and the Servicer shall use reasonable
efforts to require, by enforcement of the applicable contract of placement or engagement,
each subservicer to permit, certified public accountants or other auditors designated by
the Borrower or the Lender to conduct a review of the Servicer&#146;s or any
subservicer&#146;s books, records and procedures with respect to the servicing,
administration, collection and/or disposition of the Assets. In connection with the
Lender&#146;s exercise of the inspection rights granted to the Lender pursuant to this
<U>Section 4.3</U>, the Lender will use reasonable efforts not to interfere with the
preparation by employees and agents of MCM Capital Group and its Subsidiaries of financial
statements or other reports or filings required by applicable federal securities laws,
rules and regulations. </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE V <BR>REPRESENTATIONS,
WARRANTIES AND COVENANTS </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.1 <U>Representations and Warranties of the Servicer</U>. The Servicer hereby represents
and warrants to the Lender and the Borrower as follows: </FONT></P>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer is a corporation duly organized, validly existing and in good
                    standing under the laws of the jurisdiction of its incorporation, and is duly
                    qualified and licensed to conduct collection activities and is in good standing
                    in each jurisdiction in which such qualification or licensing is necessary as a
                    condition to conducting collection activities with respect to Assets being
                    serviced hereunder and where the failure to obtain such licensing or
                    qualification would have a material adverse effect on the Servicer or its
                    ability to perform its obligations hereunder. The Servicer has all requisite
                    power and authority to own and operate its properties, carry out its business as
                    presently conducted and as proposed to be conducted and to enter into and
                    discharge its obligations under this Agreement and the other Loan Documents to
                    which it is a party. Within the last twelve (12) months, the Servicer has done
                    business only under its current name as specified herein. As of the Closing
                    Date, the chief executive office and principal place of business of the Servicer
                    is located at the address set forth in <U>Section 7.2</U>, and all of the
                    Servicer&#146;s records relating to its businesses are kept at one or more of
                    the following locations: (i) the location set forth in <U>Section 7.2</U>, (ii)
                    4302 East Broadway Road, Phoenix, Arizona 85040 or (iii) 12375 Kerran Street,
                    Poway, California 92064. The Servicer will not change its chief executive office
                    or principal place of business without sixty (60) days prior written notice to
                    the Lender. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 14</FONT></P>
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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The execution and delivery by the Servicer of this Agreement and the other Loan
                    Documents to which it is a party and performance and compliance by the Servicer
                    with the terms of this Agreement and the other Loan Documents to which it is a
                    party have been duly authorized by all necessary action on the part of the
                    Servicer and will not violate the Servicer&#146;s organizational documents or
                    constitute a default under any indenture or loan or credit agreement or any
                    other material agreement, lease or instrument to which the Servicer is a party
                    or by which it or its properties may be bound or affected. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    This Agreement and the other Loan Documents to which it is a party constitute
                    the valid, legal and binding obligations of the Servicer, enforceable against it
                    in accordance with their respective terms, except as enforcement may be limited
                    by applicable bankruptcy, insolvency, reorganization, moratorium or other
                    similar laws affecting creditors&#146; rights generally and by general
                    principles of equity (whether considered in a proceeding or action in equity or
                    at law). </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As of the Closing Date, no litigation is pending or, to the best of the
                    Servicer&#146;s knowledge, threatened against the Servicer, the consequences of
                    which would prohibit its entering into this Agreement or that would materially
                    and adversely affect the condition (financial or otherwise) or operations of the
                    Servicer or its properties or the consequences of which would materially and
                    adversely affect its performance hereunder. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer has heretofore furnished to the Borrower and the Lender financial
                    statements of MCM Capital Group and its Subsidiaries, including the Servicer, as
                    of September 30, 2000. Those statements fairly present the financial condition
                    of MCM Capital Group and its Subsidiaries, including the Servicer, on the date
                    thereof and the results of their respective operations and cash flows for the
                    period ending on September 30, 2000, and were prepared in accordance with GAAP.
                    From September 30, 2000 through the Closing Date, there has been no material
                    adverse change in the business, properties or condition (financial or otherwise)
                    of MCM Capital Group and its Subsidiaries, including the Servicer. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    All actions, approvals, consents, waivers, exemptions, variances, franchises,
                    orders, permits, authorizations, rights and licenses required to be taken, given
                    or obtained. as the case may be, by or from any federal, state or other
                    governmental authority or agency, that are necessary or advisable in connection
                    with the execution and delivery by the Servicer of this Agreement and the other
                    Loan Documents to which it is a party have been duly taken, given or obtained,
                    as the case may be, are in full force and effect on the date hereof, are not
                    subject to any pending proceedings or appeals ( administrative, judicial or
                    otherwise) and either the time within which any appeal therefrom may be taken or
                    review thereof may be obtained has expired or no review thereof may be obtained
                    or appeal therefrom taken, and are adequate to authorize this Agreement and the
                    other Loan Documents to which it is a party and, as of the Closing Date, the
                    performance by the Servicer of its obligations under this Agreement and the
                    other Loan Documents to which it is a party. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 15</FONT></P>
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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer has paid or caused to be paid to the proper authorities when due
                    all federal, state and local taxes required to be withheld by it (other than any
                    taxes which are being contested in good faith and by proper proceedings and for
                    which the Servicer shall have set aside on its books adequate reserves
                    therefor). The Servicer has tiled all federal, state and local tax returns which
                    to the knowledge of the officers of the Servicer, are required to be filed, and
                    the Servicer has paid or caused to be paid to the respective taxing authorities
                    all taxes as shown on said returns or on any assessment received by it to the
                    extent such taxes have become due (other than any taxes which are being
                    contested in good faith and by proper proceedings and for which the Servicer
                    shall have set aside on its books adequate reserves therefor). </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer has no ownership interest in the Assets or the Asset Proceeds and
                    the Servicer has not granted, or attempted to grant, to any other Person any
                    security interest in the Assets or the Asset Pool Proceeds, and no financing
                    statement naming the Servicer as debtor and covering the Assets or the Asset
                    Pool Proceeds is on file in any office. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As of the Closing Date, the Servicer does not maintain and has not in the past
                    maintained any Plan. The Servicer has not received any notice or has any
                    knowledge to the effect that it is not in full compliance with any of the
                    requirements of ERISA. No Reportable Event or other tact or circumstance which
                    may have an adverse effect on the Plan&#146;s tax qualified status exists in
                    connection with any Plan. The Servicer does not have: </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    any accumulated funding deficiency within the meaning of ERISA; or </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ii) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    any liability or know of any tact or circumstances which could result in any
                    liability to the Pension Benefit Guaranty Corporation, the Internal Revenue
                    Service, the Department of Labor or any participant in connection with any Plan
                    (other than accrued benefits which are or which may become payable to
                    participants or beneficiaries of any such Plan). </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As of the Closing Date, the Servicer is in compliance with all provisions of all
                    agreements, instruments, decrees and orders to which it is a party or by which
                    it or its property is bound or affected, the breach or default of which could
                    have a material adverse effect on the financial condition, properties or
                    operations of the Servicer. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 16</FONT></P>
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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(k) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    All financial and other information regarding the Servicer or MCM Capital Group
                    and its Subsidiaries provided to the Borrower and/or the Lender (including, but
                    not limited to the completed background questionnaires) by or on behalf of the
                    Servicer in connection with the Borrower&#146;s request for any Loan and the
                    credit facilities contemplated by the Credit Agreement is true and correct in
                    all material respects and, as to projections, valuations or proforma financial
                    statements for the Servicer or MCM Capital Group, or any Asset Pool, present a
                    good faith opinion as to such projections, valuations and proforma condition and
                    results. The foregoing information regarding the Servicer or MCM Capital Group
                    and its Subsidiaries provided to the Borrower and/or the Lender by or on
                    behalf&#146; of the Servicer contains no omissions which would cause such
                    information to be materially misleading. All information provided to the
                    Borrower and/or the Lender with respect to the Assets, the Asset Pools, the
                    Asset Pool Proceeds and related matters by or on behalf of the Servicer is, to
                    the knowledge of the Servicer, true and correct in all material respects and, to
                    the knowledge of the Servicer, does not contain any omissions which would cause
                    such information to be materially misleading. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5 .2 <U>Covenants of the Servicer</U>. The Servicer will comply with the following
covenants: </FONT></P>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer will pay or discharge, when due, (i) all taxes, assessments and
                    governmental charges levied or imposed upon it or upon its income or profits,
                    upon any properties belonging to it prior to the date on which penalties attach
                    thereto, (ii) all federal, state and local taxes required to be withheld by it,
                    and (iii) all lawful claims for labor, materials and supplies which, if unpaid,
                    would by law become a lien or charge upon any properties of the Servicer;
                    provided, that the Servicer shall not be required to pay any such tax,
                    assessment, charge or claim whose amount, applicability or validity is being
                    contested in good faith by appropriate proceedings. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer will keep and maintain all of its properties necessary or useful in
                    its business in good condition, repair and working order (normal wear and tear
                    excepted); provided, however, that nothing in this <U>Section 5.2(b)</U> shall
                    prevent the Servicer from discontinuing the operation and maintenance of any of
                    its properties if such discontinuance is, in the reasonable judgment of the
                    Servicer, desirable in the conduct of the Servicer&#146;s business and not
                    disadvantageous in any material respect to the Borrower or the Lender. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer will preserve and maintain its legal existence and all of its
                    rights, privileges and franchises necessary or desirable in the normal conduct
                    of its business and shall conduct its business in an orderly, efficient and
                    regular manner. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer will conduct all collection activities and all sales, transfers and
                    dispositions relating to the Assets on an arms-length basis and so as to cause
                    all collections and all consideration received upon the sale, transfer or
                    disposition of an Asset to (i) become and constitute Asset Pool Proceeds, and
                    (ii) be distributed as Asset Pool Proceeds in accordance with the Credit
                    Agreement. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 17</FONT></P>
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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer will not create, or attempt to create, any pledge, lien, security
                    interest, assignment or transfer upon or in any of the Assets or the Asset Pool
                    Proceeds, or assign or otherwise convey, or attempt to assign or otherwise
                    convey, any right to receive collections or other income with respect thereto. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer will not sell, lease, assign, transfer or otherwise dispose of all
                    or a substantial part of its assets (whether in one transaction or in a series
                    of transactions) which materially and adversely affects the Assets or the
                    ability of the Servicer to perform its obligations under the Loan Documents to
                    which it is a party. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall not liquidate, dissolve, terminate or suspend its business
                    operations or otherwise fail to operate its business in the ordinary course; or </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer will not consolidate with or merge into any Person, or permit any
                    other Person to merge into it, or acquire (in a transaction analogous in purpose
                    or effect to a consolidation or merger) all or substantially all the assets of
                    any other Person. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer will not accept or receive or agree to accept or receive any
                    rebate, refund, commission, fee (other than the Servicing Fee), kickback or
                    rakeoff, whether cash or otherwise and whether paid by or originating with the
                    Obligor, any subservicer or any other party (including but not limited to
                    brokers and agents), as a result of or in any way in connection with collection
                    activities related to any Asset or in connection with the sale, disposition,
                    transfer or servicing of any Asset. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall implement in its office in Phoenix, Arizona, the collection
                    system software which Servicer uses in its office in San Diego, California, and
                    such implemented collection system software shall be fully operational in its
                    office in Phoenix, Arizona by March 1, 2001. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VI <BR>TERMINATION; TRANSFER
OF SERVICING; INDEMNITY </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.1 <U>Termination Events</U>. Any of the following acts or occurrences shall constitute a
Termination Event under this Agreement (each, a &#147;<U>Termination Event</U>&#148;): </FONT></P>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall fail to deposit to the Collateral Account any Asset Pool
                    Proceeds received by the Servicer as and when required in accordance with this
                    Agreement, or the Servicer shall fail to pay to the Lender any payment in the
                    amount and on the date required to be made in accordance with this Agreement,
                    and any such failure shall continue for more than two (2) Business Days; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 18</FONT></P>
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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer shall fail to observe or perform in any respect any covenant or
                    agreement required to be performed thereby under this Agreement or under any
                    other Loan Document to which the Servicer is a party, and the continuance of
                    such default or breach for a period of fifteen (15) calendar days after there
                    has been given to the Servicer a written notice specifying the default or breach
                    and requiring it to be remedied; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Any representation, warranty or statement of the Servicer made in this Agreement
                    shall prove to have been incorrect in any material respect, or any
                    representation, warranty or statement of the Servicer in any certificate, report
                    or other statement, in writing or orally, delivered to any party hereto and
                    pursuant hereto or thereto, shall not satisfy the standard applicable to such
                    representation or warranty as set forth in <U>Section 5.1(k)</U> of this
                    Agreement; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer or MCM Capital Group shall be or become insolvent, or admit in
                    writing its inability to pay its debts as they mature, or make a general
                    assignment for the benefit of creditors; or the Servicer or MCM Capital Group
                    shall apply for or consent to the appointment of any receiver, trustee, or
                    similar officer for it or for all or any substantial part of its property; or
                    such receiver, trustee or similar officer shall be appointed without the
                    application or consent of the Servicer or MCM Capital Group and shall not be
                    discharged within sixty (60) days of appointment; or the Servicer or MCM Capital
                    Group shall institute (by petition, application, answer , consent or otherwise)
                    any insolvency, reorganization, arrangement, readjustment of debt, dissolution,
                    liquidation or similar proceeding relating to it under the laws of any
                    .jurisdiction; or any such proceeding shall be instituted (by petition,
                    application or otherwise) against the Servicer or MCM Capital Group; or any
                    judgment, writ, warrant of attachment or execution or similar process shall be
                    issued or levied against a substantial part of the property of the Servicer or
                    MCM Capital Group and such shall remain unstayed or undismissed for sixty (60)
                    days; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    A voluntary petition naming the Servicer or MCM Capital Group, as debtor, is
                    filed under the United States Bankruptcy Code, or an involuntary petition naming
                    the Servicer or MCM Capital Group, as debtor, is filed under the United States
                    Bankruptcy Code and such involuntary petition shall remain undismissed for sixty
                    (60) days; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    An Event of Default as specified in the Credit Agreement shall exist and shall
                    not have been remedied to the written satisfaction of the Lender or waived in
                    writing by the Lender; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    A material adverse change shall occur in the financial, business or operational
                    condition of the Servicer or MCM Capital Group as compared to the status of the
                    Servicer or MCM Capital Group as of the date of this Agreement, which material
                    adverse change materially impacts the ability of the Servicer or MCM Capital
                    Group to perform its obligations under any Loan Document to which it is a party; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 19</FONT></P>
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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Any Reportable Event, which the Lender determines in good faith might constitute
                    grounds for the termination of any Plan or for the appointment by the
                    appropriate United States District Court of a trustee to administer any Plan,
                    shall have occurred and be continuing thirty (30) days after written notice, to
                    such effect shall have been given to the Servicer or MCM Capital Group by the
                    tender; or any Plan shall have been terminated, or a trustee shall have been
                    appointed by an appropriate United States District Court to administer any Plan,
                    or the Pension Benefit Guaranty Corporation shall have instituted proceedings to
                    terminate any Plan or to appoint a trustee to administer any Plan; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer or MCM Capital Group shall liquidate, dissolve, terminate or
                    suspend its business operations or otherwise tail to operate its business in the
                    ordinary course; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer or MCM Capital Group shall sell, lease, assign, transfer or
                    otherwise dispose of all or a substantial part of its assets (whether in one
                    transaction or in a series of transactions) which materially and adversely
                    affects the Loan Collateral or the ability of the Servicer or MCM Capital Group
                    to perform its obligations under the Loan Documents to which it is a party; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(k) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Servicer or MCM Capital Group shall fail to pay, withhold, collect or remit
                    any tax or tax deficiency when assessed or due (other than any tax or tax
                    deficiency which is being contested in good faith and by proper proceedings and
                    for which it shall have set aside on its books adequate reserves therefor) or
                    notice of any state or federal tax liens shall be tiled or issued (other than
                    with respect to any taxes or tax deficiencies which are being contested in good
                    faith and by proper proceedings and for which it shall have set aside on its
                    books adequate reserves therefor); </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(l) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    A continuing default in the payment of $100,000 or more under any note,
                    agreement or other evidence of indebtedness or similar obligation of the
                    Servicer (other than a default whose breach is elsewhere in this <U>Section
                    6.1</U> specifically dealt with) or under any instrument under which such
                    evidence of indebtedness or similar obligation has been issued or by which it is
                    governed and the expiration of the applicable period of grace, if any, specified
                    in such evidence of indebtedness or other instrument; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(m) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    A Change of Control shall occur; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(n) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    A Change of Key Management shall occur at a time when the aggregate outstanding
                    principal balance of the Loans is $20,000,000 or more and one hundred eighty
                    (180) days shall have passed after the occurrence of such Change of Key
                    Management; Provided, however, if a Change of Key Management involves only
                    either Carl C. Gregory III or James Brandon Black (and not both Carl C. Gregory
                    III and James Brandon Black), then such Change of Key Management shall not be an
                    Event of Default if, within the above-described 180-day period, a new officer
                    shall be employed to replace Carl C. Gregory III or James Brandon Black, as
                    applicable, which new replacement officer is reasonably acceptable to the
                    Lender; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 20</FONT></P>
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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(o) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    As of the last day of any two (2) consecutive Test Periods (excluding the two
                    (2) Test Periods immediately following the Borrowing Date for the initial Loan
                    made under this Agreement), the actual Asset Pool Proceeds received and
                    distributed pursuant to <U>Section 2.8</U> of the Credit Agreement as of the
                    last day of such two (2) Test Periods for all Asset Pools (on a combined basis)
                    is less than eighty-five percent (85%) of the Asset Pool Proceeds projected to
                    be collected by the Borrower and distributed pursuant to <U>Section 2.8</U> of
                    the Credit Agreement for such Asset Pools ( on a combined basis) as of the last
                    day of such two (2) Test Periods in the bid packages submitted by the Borrower
                    as a part of the Accepted Borrowing Requests for such Asset Pools; </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(p) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The rendering against the Servicer or MCM Capital Group of a final judgment,
                    decree or order for the payment of money in excess of $250,000 (unless the
                    payment of such judgment in excess of $250,000 is fully waived) which materially
                    and adversely affects the ability of the Servicer or MCM Capital Group to
                    perform its obligations under the Loan Documents to which it is a party and such
                    judgment, decree or order remains unsatisfied and unstayed for more than sixty
                    (60) days; or </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(q) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Any of the following shall occur: (i) entry of a court order which enjoins,
                    restrains or in any way prevents the Servicer or MCM Capital Group from
                    conducting all or any material part of its business affairs in the ordinary
                    course of business, or (ii) withdrawal or suspension of any license required for
                    the conduct of any material part of the business of the Servicer or MCM Capital
                    Group, or (iii) any assets of the Servicer or MCM Capital Group having a fair
                    market value of $500,000 or more in the aggregate are subject to an order or
                    writ granting a motion or action to replevy, sequester, garnish, attach or levy
                    against such assets. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.2 <U>Termination; Removal of the Servicer</U>. Immediately upon the occurrence of a
Termination Event, the Lender, upon written notice to the Servicer and the Borrower, may
terminate this Agreement with respect to any or all of the Assets or Asset Pools,
whereupon the Servicer shall be removed from its duties and obligations as Servicer under
this Agreement with respect to such Assets and Asset Pools and the Lender shall appoint
one or more replacement servicers to service and collect all such Assets and Asset Pools.
Selection of one or more replacement servicers and execution of one or more replacement
servicing agreements shall be in the sole discretion of the Lender and shall be subject to
such terms and conditions, including as to the servicing fee which shall be payable to
such one or more replacement servicers, as the Lender shall require in its sole
discretion. Each such replacement servicing agreement shall contain a confidentiality
provision in substantially the form of <U>Section 7.14</U> of this Agreement. In addition,
upon the occurrence of a Termination Event, the Lender may pursue the Servicer for damages
and exercise any other right or remedy against the Servicer as may be available under
applicable law as a result of the Servicer&#146;s acts or omissions, whether arising under
contract law, tort law or otherwise. Without the prior written consent of the Lender, the
Servicer may not resign from its obligations under this Agreement, unless it is determined
by the Lender and the Servicer that the performance by the Servicer of its obligations
under this Agreement is prohibited by applicable law. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.3 <U>Effect of Termination</U>. Upon termination of this Agreement pursuant to
<U>Section 6.2</U>, except for any accrued and unpaid Servicing Fee owing to the Servicer
with respect to a Distribution Period ended before the termination of this Agreement or
with respect to any Asset Pool Proceeds collected by Permitted Third Parties who have
authority to continue collection services after termination of this Agreement pursuant to
the terms of this <U>Section 6.3</U>, the Servicer shall not be entitled to any Servicing
Fee with respect to any Assets which are no longer being serviced by Servicer after the
date of such termination. Upon termination of this Agreement, the Servicer shall promptly
deliver, and use reasonable efforts, by enforcement of the applicable contract of
placement or engagement, to require each Permitted Third Party and other subservicer to
deliver, to the replacement servicer all books and records that the Servicer and/or any
Permitted Third Party or any other subservicer has maintained with respect to such Assets,
including, without limitation, all Asset Documents then in the possession of the Servicer
or any Permitted Third Party or any other subservicer. Any Asset Pool Proceeds received by
the Servicer with respect to an Asset no longer serviced by the Servicer hereunder after
removal of such servicing responsibilities shall be remitted by the Servicer directly and
immediately to the Collateral Agent for deposit to the Collateral Account. The Servicer
agrees to cooperate and ag1&#145;ees to use reasonable efforts to require, by enforcement
of the applicable contract of placement or engagement, each Permitted Third Party and any
other subservicer to cooperate, with any such replacement servicer in effecting the
termination of any of the Servicer&#146;s servicing responsibilities and rights under this
Agreement and shall promptly provide such replacement servicer with all documents and
records reasonably requested by it to enable it to assume the functions of the Servicer
and shall promptly transfer to the Collateral Agent any Asset Pool Proceeds then on
deposit with the Servicer. Notwithstanding the foregoing, in the event of a termination of
this Agreement pursuant to <U>Section 6.2</U>, so long as such termination was not as a
result of a Termination Event under <U>Section 6.1(d)</U> or <U>Section 6.1(e)</U> or as a
result of any Termination Event arising from an act of fraud or misappropriation of funds
on the part of the Servicer, the Lender shall allow Permitted Third Parties who are
members of NAN to continue to perform collection actions, foreclosure proceedings,
repossession activities and other related collection activities with respect to Accounts
which were being collected by such Permitted Third Parties at the time of termination of
this Agreement (and such Permitted Third Parties may continue to retain Permitted
Third-Party Fees and Permitted Third-Party Costs with respect to such Accounts) so long as
all Asset Pool Proceeds generated from such collection activities of such Permitted Third
Parties continue to be timely deposited into the Collateral Account as required by the
terms of <U>Section 2.7</U> of the Credit Agreement. Upon any removal of the Servicer, the
Servicer shall join in, and the Servicer shall use reasonable efforts to require, by
enforcement of the applicable contract of placement or engagement, each subservicer to
join in, any written notice to affected Obligors of the transfer of the servicing to such
replacement servicer. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.4 <U>Indemnity by the Servicer</U>. The Servicer agrees to indemnify, defend and hold
harmless the Borrower and the Lender (each an &#147;<U>Indemnitee</U>&#148;) from and
against any and all claims, losses, liabilities, damages, penalties, fines, forfeitures,
legal and accounting fees and all other tees or costs of any kind, judgments or expenses
resulting from or arising out of any claims, actions or proceedings brought against an
Indemnitee by any third party as a result of or based upon actions or inactions by the
Servicer in the performance of its obligations under this Agreement (provided that such
action or inaction was not undertaken at the direction of such Indemnitee), including any
failure by the Servicer, any subservicer or any of their agents, representatives or
employees to comply with all applicable debt collection laws, rules and regulations and
any other action taken in collection of the Assets. If any investigative, judicial or
administrative proceeding arising from any of the foregoing is brought against the
Borrower or the Lender, upon request of such party, the Servicer, or counsel designated by
the Servicer and reasonably satisfactory to the Indemnitee, will resist and defend such
action, suit or proceeding to the extent and in a manner reasonably directed by the
Indemnitee, at the Servicer&#146;s sole cost and expense. Each Indemnitee will use its
best efforts to cooperate in the defense of any such action, suit or proceeding. </FONT></P>

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<A NAME=A019></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VII <BR>MISCELLANEOUS </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7 .1 <U>Severability Clause</U>. Any part, provision, representation or warranty of this
Agreement which is prohibited or which is held to be void or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this
Agreement which is prohibited or unenforceable or is held to be void or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. To the extent permitted by
applicable law, the parties hereto waive any provision of law which prohibits or fenders
void or unenforceable any provision hereof. If the invalidity of any part, provision,
representation or warranty of this Agreement shall deprive any party of the economic
benefit intended to be conferred by this Agreement, the parties shall negotiate in good
faith to develop a structure the economic effect of which is as nearly as possible the
same as the economic effect of this Agreement without regard to such invalidity. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 23</FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.2 <U>Notices</U>. Any notices, consents, directions, demands or other communications
given under this Agreement (unless otherwise specified herein) shall be in writing and
shall be deemed to have been duly given when delivered in person or by overnight delivery
at, or telecopied to, the respective addresses or telecopy numbers, as the case may be,
set forth below (or to such other address or telecopy numbers as either party shall give
notice to the other party pursuant to this <U>Section 7.2</U>); <U>provided</U>,
<U>however</U>, any notice of a Termination Event given by Lender to Servicer shall be
delivered either in person or by overnight mail: </FONT></P>



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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If to the Borrower:<BR><BR>
MRC
Receivables Corporation<BR>             5775 Roscoe Court <BR>                San Diego,
California 92123 <BR>                Attention: General Counsel <BR>                Telephone:
(858) 309-6960          <BR>       Telecopy: (858) 309-6977  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If to the Servicer:<BR><BR>
Midland
Credit Management, Inc. <BR>                5775 Roscoe Court <BR>                San Diego,
California 92123  <BR>               Attention: General Counsel <BR>                Telephone:
(858) 309-6960    <BR>             Telecopy: (858) 309-6977  </FONT></TD>
</TR>
</TABLE>
<BR>



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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If to the Lender:<BR><BR>
CFSC
Capital Corp. VIII   <BR>              12700 Whitewater Drive <BR>                Minnetonka, MN
55343  <BR>               Attention: Jon Taxdahl    <BR>             Telephone: (952) 984-3469
         <BR>       Telecopy: (952) 984-3898  </FONT></TD>
</TR>
</TABLE>
<BR>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
such demand, notice or communication hereunder shall be deemed to have been duly given
when received by the other party or parties at the addresses described above, or such
other address as may hereafter be furnished to the other party or parties by like notice
and shall be deemed to have been received on the date delivered to or received at the
premises of- the addresses. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.3 <U>Costs and Expenses</U>. The Servicer agrees that neither the Borrower nor the
Lender shall be liable for any costs, expenses or disbursements which may be incurred or
made in connection with servicing of any Asset Pools, or any action which may be taken by
the Servicer to collect such costs, expenses or disbursements. All legal costs and
expenses incurred by the Lender in connection with the preparation, execution and delivery
of this Agreement and the other documents to be delivered hereunder, shall be Purchase
Expenses. In connection with the enforcement of any portion of this Agreement, the
prevailing party shall be entitled to recover from the other party hereto its costs and
expenses in connection with any such enforcement, including without limitation the
reasonable legal fees and out-of &#151; pocket expenses of counsel for such prevailing
party. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 24</FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.4 <U>Assignment</U>. The obligations of the Servicer under this Agreement shall not be
assigned without the prior written consent of the Lender. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.5 <U>Counterparts</U>. For the purpose of- facilitating the execution of this Agreement
and for other purposes, this Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original, and together shall
constitute and be one and the same instrument. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.6 <U>Governing Law; Jurisdiction; Waiver of Jury Trial</U>. </FONT></P>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    <U>Governing Law</U>. This Agreement shall be governed by, and construed in
                    accordance with, the laws of the State of Minnesota. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    <U>Jurisdiction</U>. The Servicer and the Borrower hereby irrevocably submit to
                    the non-exclusive jurisdiction of any federal court sitting in Minneapolis or
                    St. Paul, Minnesota in any action or proceeding arising out of or relating to
                    this Agreement, and the Servicer and the Borrower hereby irrevocably agree that
                    all claims in respect of such action or proceeding may be heard and determined
                    in such federal court. The Servicer and the Borrower hereby irrevocably waive,
                    to the fullest extent they may effectively do so, the defense of an inconvenient
                    forum to the maintenance of such action or proceeding and irrevocably consent to
                    the service of any summons and complaint and any other process by the mailing of
                    copies of such process to them at the addresses specified in <U>Section 7.2</U>.
                    To the extent permitted by applicable law, and without limiting any right to
                    appeal, the Servicer and the Borrower hereby agree that a final judgment in any
                    such action or proceeding shall be conclusive and may be enforced in other
                    jurisdictions by suit on the judgment or in any other manner provided by law.
                    Nothing in this Section 7.6 shall affect the right of any party to serve legal
                    process in any other manner (or in any other jurisdiction) permitted by law or
                    affect the right of any party to bring any action or proceeding under this
                    Agreement in the courts of other jurisdictions. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    <B><U>WAIVER OF JURY TRIAL</U>. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY W
                    AIVES ALL RIGHT TO A TRIAL </B> <B>BY JURY IN ANY ACTION, PROCEEDING OR
                    COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY </B>
                    <B>AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.</B> </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 25</FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.7 <U>Amendments</U>. This Agreement may be amended from time to time by a written
instrument signed by the Servicer, the Borrower and the Lender and no waiver of any of the
terms hereof by any party shall be effective unless it is in writing and signed by the
other parties. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.8 <U>Integration</U>. The Servicing Agreement and the Credit Agreement together comprise
the final and complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to such subject matter, superseding all prior oral or written
understandings. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.9 <U>Agreement Effectiveness</U>. This Agreement shall become effective upon delivery of
fully executed counterparts hereof to each of the parties hereto. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.10 <U>Headings Descriptive</U>. The headings of the sections and subsections of&#146;
this Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.11 <U>Advice from Independent Counsel</U>. The parties hereto understand that this
Agreement is a legally binding agreement that may affect such party&#146;s rights. Each
party hereto represents to the other that it has received legal advice from counsel of its
choice regarding the meaning and legal significance of this Agreement and that it is
satisfied with its legal counsel and the advice received from it. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.12 <U>Judicial Interpretation</U>. Should any provision of this Agreement require
judicial interpretation, it is agreed that a court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly construed
against any person by reason of the rule of construction that a document is to be
construed more strictly against the person who itself or through its agent prepared the
same, it being agreed that all parties hereto have participated in the preparation of this
Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.13 <U>Use of Lender&#146;s Name</U>. The Servicer hereby agrees that, except as may be
required by applicable law or legal proceedings, it shall not refer to or use the name
&#147;CFSC Capital Corp. VIII&#148; or any of the other names referred to in <U>Exhibit
F</U> of the Credit Agreement, or any such name in any manner in any collection, sale or
enforcement activities with respect to any Asset Pool Asset or in any advertising, printed
material, electronic medium or other medium without first obtaining the Lender&#146;s
prior written consent. The Lender shall have no obligation to give any such written
consent and may withhold the same in its sole and absolute discretion. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 26</FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.14 <U>Confidentiality of Information</U>. The Borrower, the Servicer and the Lender
agree that the terms of the transaction set forth in this Agreement and the Loan
Documents, along with the form of this Agreement and the Loan Documents and all
information regarding one or more Asset Pools in connection with a Borrowing Request and
all confidential, proprietary and non-public information regarding MCM Capital Group, the
Servicer, the Borrower and their respective subsidiaries and affiliates and their business
operations, procedures, methods and plans (together with all notes, analysis,
compilations, studies and other documents, whether prepared by the Borrower, the Lender,
MCM Capital Group, the Servicer and their respective subsidiaries and affiliates, others,
which contain or otherwise reflect such information (collectively, the
&#147;<U>Confidential Information</U>&#148;) shall be considered confidential. Therefore,
the Borrower, the Servicer and the Lender agree not to disclose any Confidential
Information to any Person, except for affiliates of the Borrower or the Lender, as the
case may be, nor provide copies of the Loan Documents, or earlier drafts of such Loan
Documents, to any person, except for affiliates of the Borrower or the Lender, provided,
however, that the Borrower, the Servicer and the Lender may disclose any such Confidential
Information (i) to any party contemplated in this Agreement for purposes contemplated
hereunder (including to any permitted assignee of any such parties&#146; rights) provided
that such party shall be informed of the confidential nature of the Confidential
Information and shall agree to maintain its confidentiality in accordance with this
<U>Section 7.14</U>; (ii) to the directors, employees, auditors, counsel or affiliates of
the Lender, the Servicer or the Borrower, each of whom shall be informed of the
confidential nature of the Confidential Information; (iii) as may be required by any
municipal, state, federal or other regulatory body having or claiming to have jurisdiction
over such party; <U>provided</U>, <U>however</U>, any filings or other disclosures made to
the Securities and Exchange Commission or any similar regulatory authority shall not
disclose the name of the Lender&#146;s Parent Corporation and shall disclose only the
general range of the Servicing Fees applicable under this Agreement or the other Loan
Documents (or to the extent copies of any of the Loan Documents are submitted, such copies
shall be redacted to not disclose the name of the Lender&#146;s Parent Corporation and not
disclose the actual Servicing Fees applicable under this Agreement or the other Loan
Documents), except to the extent that the Securities and Exchange Commission or such
similar regulatory authority expressly requires, by a written directive to MCM Capital
Group, that such information be disclosed, (iv) in order to comply with any law, order,
regulation, regulatory request or ruling applicable to such party; <U>provided</U>,
<U>however</U>, any filings or other disclosures made to the Securities and Exchange
Commission or any similar regulatory authority shall not disclose the name of the
Lender&#146;s Parent Corporation and shall disclose only the general range of Servicing
Fee applicable under this Agreement or the other Loan Documents (or to the extent copies
of any of the Loan Documents are submitted, such copies shall be redacted to not disclose
the name of the Lender&#146;s Parent Corporation and not disclose the actual Servicing
Fees applicable under this Agreement or the other Loan Documents ), except to the extent
that the Securities and Exchange Commission or such similar regulatory authority expressly
requires, by a written directive to MCM Capital Group, that such information be disclosed,
or (v) in the event any such party is legally compelled (by interrogatories, requests for
information or copies, subpoena, civil investigative demand or similar process) to
disclose any such Confidential Information. This <U>Section 7.14</U> shall be inoperative
as to those portions of the Confidential Information which are or become generally
available to the public or to the Lender on a non-confidential basis from a source other
than the Borrower or the Servicer or were known to the Lender on a non-confidential basis
prior to its disclosure by the Borrower or the Servicer. </FONT></P>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>[Signature page
follows] </I></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 27</FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their
authorized officer as of the day and year first above written. </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CFSC CAPITAL CORP. VIII </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>By /s/ Greggory S.
Haugen  <BR>                                                     Its V. P.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>  </FONT></P>

<BR>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></P>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;MRC RECEIVABLES
CORPORATION </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>By /s/ Timothy W. Moser<BR>
  Its Secretary &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </FONT></P>
<BR>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></P>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;MIDLAND CREDIT
MANAGEMENT, INC. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>By /s/ Timothy W. Moser<BR>
                                                        Its Secretary  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 28</FONT></P>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>exhibit10-9.htm
<DESCRIPTION>FIRST AMEND SVC AGRMT
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.9 Amendment to Servicing Agreement</TITLE>
</HEAD>
<BODY>




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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.9 </FONT></P><BR>

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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;TEXT OMITTED AND FILED SEPARATELY<BR> CONFIDENTIAL TREATMENT REQUESTED </FONT></P>



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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AMENDMENT TO SERVICING
AGREEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Amendment to Servicing Agreement (this &#148; <U>Amendment</U>&#148;), dated as of May 1,
2002, is by and among MRC Receivables Corporation, a Delaware corporation (the
&#147;<U>Borrower</U>&#148;), Midland Credit Management, Inc., a Kansas corporation (the
&#147;<U>Servicer</U>&#148;) and CFSC Capital Corp. VIII, a Delaware corporation (the
&#147;<U>Lender</U>&#148;). </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Background
Information </U></FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A.&nbsp;&nbsp;&nbsp;&nbsp;
          The Borrower, the Lender and the Servicer have entered into a Servicing
          Agreement dated as of December 20,2000 (as it may have been and may in the
          future be amended, modified, extended, or supplemented from time to time, the
          &#147;<U>Servicing</U> <U>Agreement</U>&#148;) pursuant to which the Servicer
          has agreed to service on behalf of the Borrower and the Lender certain asset
          pools now or in the future owned by the Borrower. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>B.&nbsp;&nbsp;&nbsp;&nbsp;
          The Borrower and the Lender wish to amend the Servicing Agreement as set forth
          below. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly,
in consideration of the mutual covenants herein contained, the parties hereto agree as
follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Amendments</U>. The Servicing Agreement is amended as follows: </FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               The first four sentences of Section 3.1 (b) of the Servicing Agreement are
               amended to read as follows: </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;               With
respect to each distribution of Asset Pool Proceeds occurring from the date
               of this Agreement through May 2, 2002, the Servicing Fee with respect to
each                Asset Pool shall be equal to the applicable Servicing Fee specified
in the                Servicing Fee Schedule attached hereto as <U>Exhibit C</U>, as the
applicable                Servicing Fee changes from time to time pursuant thereto. With
respect to each                distribution of Asset Pool Proceeds occurring after May
2,2002, the Servicing                Fee applicable to each Asset Pool shall be first
adjusted on the first                Distribution Date occurring after May 2, 2002, and
thereafter adjusted quarterly                effective for the first Distribution Date
occurring after each December 31,                March 31, June 30, and September 30 (
each a &#147;<U>Servicing</U><U>Fee                Adjustment Date</U>&#148;), commencing
with the first Servicing Fee Adjustment                Date being effective for the first
Distribution Date occurring after May 2,                2002, so that the adjusted
Servicing Fee approximates the actual servicing costs                of the Servicer in
servicing the Assets included in the Asset Pools with                consideration given
to the types of Assets being serviced, the age of the Assets                being
serviced, the collection strategy used with respect to such Assets and
               other relevant considerations. Each such quarterly adjustment in the
Servicing                Fee shall be mutually agreed upon in writing by the Lender, the
Borrower and the                Servicer before such adjustment in the Servicing Fee
shall become effective. In                order to enable the Lender, the Borrower and
the Servicer to consider making a                quarterly adjustment to the Servicing
Fee, the Servicer  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
shall
provide to the Lender and the Borrower on June 1, 2002 (with respect to the second
Servicing Fee Adjustment Date) and thereafter on each September 1, December 1, March 1 and
June 1, a written analysis of the actual servicing costs incurred by the Servicer in
servicing the Assets included in the Asset Pools, with such written analysis being in form
and detail reasonably acceptable to the Lender and the Borrower. </FONT></TD>
</TR>
</TABLE>
<BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P>
<BR><BR>
<HR SIZE=3 color=black NOSHADE>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The third section of Exhibit C to the Servicing Agreement is amended to read as
          follows: </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>&#147;SAFE
HARBOR&#148; SERVICING FEE GRID (OTHER THAN BANKRUPT ACCOUNT SALES, NAN ASSET POOL
PROCEEDS </U> <U>AND NAN NET NEGATIVE PERMITTED THIRD PARTY COSTS) (fees expressed as a
percentage of Asset Pool </U> <U>Proceeds)</U> </FONT></TD>
</TR>
</TABLE>
<BR>

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     <P ALIGN=CENTER>[***]</P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Conditions Precedent to Effectiveness of Amendment</U>. This Amendment shall
          become effective on the Business Day on which the Lender shall have received
          this Amendment, duly signed by the Lender, the Borrower and the Servicer. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Miscellaneous</U>. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The Borrower and the Servicer each agrees that it will promptly execute and
          deliver to the Lender all such documents and instruments and will take such
          other actions as the Lender may reasonably request from time to time in order to
          carry out the provisions and purposes hereof. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Except as amended and extended hereby, the provisions of the Servicing Agreement
          shall remain in full force and effect. No modification, recission, waiver,
          release or amendment of any provision of this Amendment shall be made, except by
          a written agreement signed by Borrower, Servicer and Lender. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          This Amendment may be executed in any number of counterparts and by different
          parties hereto on separate counterparts, each complete set of which, when so
          executed and delivered by all parties, shall be an original, but all such
          counterparts shall together constitute but one and the same instrument. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          The execution of this Amendment shall not be deemed to be a waiver of any
          default or Termination Event that may exist under the Servicing Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          This Amendment shall be governed by the substantive laws (other than conflict
          laws) of the State of Minnesota. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;
          Any provision of this Amendment held by a court of competent jurisdiction to be
          invalid or unenforceable shall not impair or invalidate the remainder of this
          Amendment or the Servicing Agreement and the effect thereof shall be confined to
          the provision so held to be invalid or unenforceable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)&nbsp;&nbsp;&nbsp;&nbsp;
          The headings, captions, and arrangements used in this Amendment are for
          convenience only and shall not affect the interpretation of this Amendment. </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[Signature page
follows] </FONT></H1>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P>
<BR><BR>
<HR SIZE=3 color=black NOSHADE>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the day and year first above
written. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MRC RECEIVABLES
CORPORATION (Borrower)<BR><BR><U>By:          /s/ J. Brandon Black   <BR>
Name:     J. Brandon Black           <BR>
Title:       Executive Vice President </U>  </FONT></P>




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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MIDLAND CREDIT
MANAGEMENT, INC. (Servicer) <BR><BR><U>By:          /s/ J. Brandon Black </U>  <BR>
<U>Name:     J. Brandon Black  </U>  <BR>
<U>Title:       Executive Vice President </U><BR>  </FONT></P>







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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CFSC CAPITAL CORP. VIII  (Lender)<BR><BR><U>By: /s/ Greggory S.
Haugen </U><BR><U>Name: Greggory S. Haugen</U><BR> <U>Title: Vice President</U>  </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[SIGNATURE PAGE TO
AMENDMENT TO SERVICES AGREEMENT] </FONT></P>


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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>exhibit10-10.htm
<DESCRIPTION>SECOND AMEND SVC AGRMT
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.10 Second Amendment to Servicing Agreement</TITLE>
</HEAD>
<BODY>


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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.10 </FONT></P><BR>

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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***] &nbsp;&nbsp; TEXT
OMITTED AND FILED SEPARATELY<BR> CONFIDENTIAL TREATMENT REQUESTED </FONT></P>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECOND AMENDMENT TO
SERVICING AGREEMENT  </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
SECOND AMENDMENT TO SERVICING AGREEMENT is made as of June 26, 2003, by and between MRC
RECEIVABLES CORPORATION, a Delaware corporation (the &#147;<U>Borrower</U>&#148;), MIDLAND
CREDIT MANAGEMENT, INC., a Kansas corporation (the <U>&#147;Servicer</U>&#148;), and CFSC
CAPITAL CORP. VIII, a Delaware corporation (the &#147;<U>Lender</U>&#148;). </FONT></P>

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<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Recitals</U></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Borrower, the Servicer and the Lender have entered into a Servicing Agreement dated as
of December 20, 2000, as amended by Amendment to Servicing Agreement dated as of May 1,
2002 (the &#147;<U>Servicing Agreement</U>&#148;), pursuant to which the Servicer agreed
to service on behalf of the Borrower and the Lender certain asset pools now or in the
future owned by the Borrower. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Borrower and Servicer have requested that the Lender enter into this Second Amendment
to Servicing Agreement (the &#147;<U>Second Amendment</U>&#148;) to change the Servicing
Fee payable to the Servicer, to add certain Legal Outsourcing Management Fees (as defined
below) and to permit the Servicer to withhold its Servicing Fees (as defined in the
Servicing Agreement) and Legal Outsourcing Management Fees from Asset Pool Proceeds (as
defined in the Credit Agreement between the Borrower and Lender dated as of December 20,
2000, as amended the &#147;Credit Agreement&#148;) prior to the deposit of Asset Pool
Proceeds in the Collateral Account (as defined in the Credit Agreement). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Lender has agreed to permit such change in the Servicing Fees, the addition of Legal
Outsourcing Management Fees, and the netting of Servicing Fees and Legal Outsourcing
Management Fees pursuant to the terms and subject to the conditions set forth in this
Second Amendment. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Servicer, the Lender and the Borrower hereby agree as follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Definitions</U>. The terms defined in the <U>preamble</U> hereto shall have
          the meanings therein assigned to them, and all other defined terms used in this
          Second Amendment shall have the meanings assigned to them in the Servicing
          Agreement, unless otherwise specified herein. </FONT></P><BR><BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P><BR><BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Netting of Servicing Fees and Legal Outsourcing Management Fees</U>. So long
          as no Default, Event of Default, Asset Pool Shortfall or Termination Event has
          occurred, and notwithstanding the requirements of <U>Section 2.8</U> and
          <U>Section 2.9</U> of the Servicing Agreement, until the Lender or Borrower
          delivers to the Servicer written notice withdrawing the consent hereby granted,
          the Servicer may, with respect to a particular Asset Pool and otherwise in
          accordance with the terms and provisions of the Credit Agreement and the
          Servicing Agreement without further authorization from the Lender or Borrower
          and, prior to the deposit of Asset Pool Proceeds in the Collateral Account, pay
          directly to itself from the Servicer&#146;s Collection Account all Servicing
          Fees and Legal Outsourcing Management Fees earned with respect to that Asset
          Pool that are due and payable to the Servicer; <U>provided</U>, <U>however</U>,
          that Asset Pool Proceeds collected with respect to a particular Asset Pool shall
          be used only to pay Servicing Fees and Legal Outsourcing Management Fees earned
          with respect to that Asset Pool and shall not be used to pay Servicing Fees or
          legal Outsourcing Management Fees earned with respect to any other Asset Pool. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Accounting for Servicing Fees</U>. The Servicer shall provide to the Lender
          on each Distribution Date, for each Asset Pool, a separate detailed accounting
          of all Servicing Fees and Legal Outsourcing Management Fees actually incurred
          and paid to the Servicer for the immediately preceding Distribution Period. In
          the event that the amounts paid exceed or fall short of the Servicing Fees and
          Legal Outsourcing Management Fees actually due and payable pursuant to the
          Credit Agreement and/or the Servicing Agreement for such preceding Distribution
          Period, an appropriate adjustment shall be made by disbursements approved in
          writing by the Lender pursuant to <U>Section 2.8</U> of the Credit Agreement.<U></U> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Withdrawal of Consent.</U> Either the Lender or the Borrower may withdraw its
          consent granted pursuant to <U>Section 2</U> of this Second Amendment for any
          reason or for no reason, at its sole discretion. Such consent shall be deemed
          withdrawn immediately upon the delivery of written notice thereof by telecopier
          as provided pursuant to <U>Section 7.2</U> of the Servicing Agreement. From and
          after delivery of such a withdrawal notice, the Servicing Fees shall be due and
          payable only pursuant to a Distribution Request duly approved by the Lender in
          accordance with <U>Section 2.8 </U>of the Credit Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Redirection of Servicer&#146;s Lockbox</U>. <U>Section 2.8</U> of the
          Servicing Agreement is amended by deleting the second sentence thereof, which
          reads as follows: &#147;To the extent that Asset Pool Proceeds are received by
          check or otherwise in the Servicer&#146;s Lockbox or are received through the
          Servicer&#146;s preparation of &#147;laser checks&#148;, the Servicer will cause
          such Asset Pool Proceeds to be deposited directly into the Collateral
          Account&#148; and inserting in its place the following sentence: &#147;Servicer
          is authorized to redirect Asset Pool Proceeds received in the Servicer&#146;s
          Lockbox and &#147;laser checks&#148; for deposit in Servicer&#146;s Collection
          Account.&#148; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Remittance of Asset Pool Proceeds</U>. For purposes of determining the amount
          that the Servicer shall cause to be deposited in the Collateral Account pursuant
          to <U>Section 2.8</U> of the Servicing Agreement, the term &#147;Asset Pool
          Proceeds&#148; shall be deemed </FONT></P><BR><BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>to exclude Borrower Payments,
Servicing Fees and Legal Outsourcing Management Fees that Borrower and Servicer are
allowed to withhold pursuant to the terms of the Credit Agreement and the Servicing
Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Change to Servicing Fees/Legal Outsourcing Management Fee</U>. <U>Section
          3.1(b)</U> and <U>Exhibit C</U> shall be deleted in their entirety. <U>Section
          3.1(b)</U> shall be amended to read as follows: </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&#147;From
and after April 18, 2003, the Servicing Fee payable to the Servicer with respect to a
particular Asset Pool pursuant to this Agreement shall be an amount equal to [***] percent
( [***] %) of all Asset Pool Proceeds from such Asset Pool deposited in the
Servicer&#146;s Collection Account during a Distribution Period.&#148; </FONT></TD>
</TR>
</TABLE>
<BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Legal Outsourcing Management Fee</U>. As compensation for its services in
          managing the legal placement of accounts through Automated Collections Control,
          Inc. d/b/a YouveGotClaims.com (together with each collections attorney engaged
          in connection with the use thereof, &#147;YGC&#148;), Servicer shall receive a
          Legal Outsourcing Management Fee equal to [***] percent ([***] %) of all Asset
          Pool Proceeds for a particular Asset Pool received through the use of YGC (the
          &#147;Legal Outsourcing Management Fee&#148;), out of which fee Servicer shall
          be responsible for paying all fees owing to YGC (but not the Permitted
          Third-Party Costs incurred by, or the Permitted Third-Party Fees payable to, the
          collections attorneys engaged in connection with the use of YGC). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Representations and Warranties; No Default; Authority</U>. The Borrower and
          Servicer, each as to itself, represent and warrant to the Lender that all of
          their respective representations and warranties in the Servicing Agreement are
          true as of the date of this Second Amendment and that no Termination Event has
          occurred pursuant to the Servicing Agreement or any Loan Document. The Borrower
          and the Servicer each have full authority to enter into this Second Amendment.
          This Second Amendment will not violate the terms and provisions of any other
          contract to which the Borrower, the Servicer, or any of their respective
          Affiliated Parties is a party. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>No Waiver; Effect of Amendment</U>. The terms and provisions of the Servicing
          Agreement, as amended hereby, shall remain in full force and effect, and the
          parties hereto agree that this Second Amendment shall not be and is not intended
          to constitute a waiver of any of the terms and provisions of the Servicing
          Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Governing Law</U>. This Second Amendment shall be governed by and construed
          in accordance with the laws of the State of Minnesota. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Counterpart Signatures</U>. This Second Amendment may be executed in
          counterpart originals, all of which, when combined, shall constitute one
          document binding on all of the parties hereto. </FONT></P>

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<A NAME=A004></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[Signature
page follows]</I></FONT></P><BR><BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P><BR><BR>
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<HR SIZE=5 COLOR=GRAY NOSHADE>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IN WITNESS WHEREOF, the parties
hereto have executed this Second Amendment effective as of the date first above written.  </FONT></P>

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<A NAME=A005></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MRC RECEIVABLES
CORPORATION (Borrower) <BR><BR>

<U>By:          /s/ Carl C. Gregory, III </U>  <BR>
<U>Name:     Carl C. Gregory, III</U> <BR>
<U>Title:       President </U> </FONT></P>






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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CFSC CAPITAL CORP. VIII  (Lender)<BR><U>By: /s/Jeffrey A. Parker</U>
<U>Name: Jeffrey A. Parker</U><BR> <U>Title: President</U>  </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MIDLAND CREDIT
MANAGEMENT, INC. (Servicer)<BR><BR><U>By:          /s/ Carl C. Gregory, III</U><BR>
<U>Name:     Carl C. Gregory, III</U> <BR>
<U>Title:       President &amp; CEO </U> <BR>      </FONT></P>







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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[Signature Page to
Second Amendment to Servicing Agreement] </FONT></P>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>17
<FILENAME>exhibit10-11.htm
<DESCRIPTION>EXCLUSIVITY AGRMT
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.11 Exclusivity Agreement</TITLE>
</HEAD>
<BODY>




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<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=LEFT>

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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.11 </FONT></P>



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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]        &nbsp;&nbsp;           TEXT
OMITTED AND FILED SEPARATELY<BR> CONFIDENTIAL TREATMENT REQUESTED  </FONT></P>




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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MRC RECEIVABLES
CORPORATION <BR>5775 Roscoe Court <BR>San Diego, California
92123 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 20, 2000 </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CFSC Capital Corp. VIII12700
<BR>Whitewater Drive <BR>Minnetonka, Minnesota
55343-9439 <BR>Attention:&nbsp;&nbsp;Greggory S. Haugen<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Jon
Taxdahl </FONT></P>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>     Re:  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exclusivity
 Agreement  related  to Credit  Agreement  between  MRC  Receivables  Corporation,  a
                  Delaware  corporation (the  "Borrower") and CFSC Capital Corp. VIII, a
Delaware  corporation (the                   "Lender") dated as of December 20, 2000 (the
"Credit Agreement") </FONT></TD>
</TR>
</TABLE>
<BR>



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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Reference is made to the Credit
Agreement. All capitalized terms used in this letter and not otherwise defined herein
shall have the meanings given to them in the Credit Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To induce the Lender to enter into
the Credit Agreement with the Borrower, which is a wholly-owned subsidiary of MCM Capital
Group, Inc., a Delaware corporation (&#147;MCM Capital Group&#148;), and as a condition to
making any Loans thereunder, the Borrower, MCM Capital Group and Midland Credit
Management, Inc., a Kansas corporation (the &#147;Servicer&#148;) (which is also a
wholly-owned subsidiary of MCM Capital Group ( collectively, the Borrower, the Servicer
and MCM Capital Group are herein called the &#147;Grantors&#148;), on behalf of themselves
and on behalf of all parties which are controlled by the Borrower, the Servicer and/or MCM
Capital Group ( either through financial investment or management responsibility) or in
which the Borrower, the Servicer and/or MCM Capital Group have any financial investment
(the &#147;Affiliated Parties&#148;), hereby grant to the Lender, pursuant to the terms
and conditions of this letter agreement, the exclusive right during the Exclusivity Period
(as defined below) to finance charged-off consumer credit card accounts (the
&#147;Assets&#148;) to be acquired by any of the Grantors or any Afflliated Party. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
used herein, the term &#147;Exclusivity Period&#148; means the period of time commencing
on the date of this letter agreement and ending on the earliest of following: </FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               the Facility Termination Date, </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               the date on which a Lender Default shall exist (as defined below), </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               the date on which a material adverse change shall occur in the financial
               condition or available resources of the Lender which would result in the Lender
               being unable to continue to perform its obligations under the Credit Agreement, </FONT></TD>
               </TR>
               </TABLE>
               <BR><BR><BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***] </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Omitted pursuant to a request for confidential treatment. The omitted material
               has been filed separately with the Securities and Exchange Commission. </FONT></TD>
               </TR>
               </TABLE>
               <BR>


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<HR SIZE=5 COLOR=GRAY NOSHADE>





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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               the date on which Greggory S. Haugen shall cease to be an employee of [***] or
               one of its affiliates <U>and </U> the Lender shall have rejected Borrowing
               Requests (other than because of a Default or Event of Default under the Credit
               Agreement) to make Loans under the Credit Agreement for the Borrower&#146;s
               purchase of Assets which (i) had an aggregate purchase price of $10,000,000 or
               more during any consecutive ninety (90) day period (excluding Asset Pools whose
               weighted average time since charge-off is less than six (6) months), and (ii)
               were to be financed pursuant to requested Loans with economic terms (other than
               interest rate )substantially similar to prior Loans made by the Lender under the
               Credit Agreement, </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               in the event that the Lender has terminated the Servicing Agreement with the
               Servicer as a result of a Termination Event and the Lender has not sold,
               assigned or transferred its rights or obligations under the Loan Documents, so
               long as the Borrower and the Servicer have cooperated with the Lender in all
               material respects for a period of sixty (60) days following such termination in
               connection with the Lender&#146;s entering into a replacement servicing
               agreement with a replacement servicer and in transferring such information and
               documentation as is reasonably necessary to enable such replacement servicer to
               service the Assets in the Asset Pools, the date following such sixty ( 60) days
               of cooperation by the Borrower and the Servicer, or </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               in the event that the Lender has terminated the Servicing Agreement with the
               Servicer as a result of a Termination Event and the Lender has sold, assigned or
               transferred its rights or obligations under the Loan Documents, the date which
               is the later of the date on which the Lender terminated the Servicing Agreement
               with the Servicer or the date on which the Lender sold, assigned or transferred
               its rights or obligations under the Loan Documents ( other than pursuant to
               subsections (i), (ii) or (iii) of <U>Section 9.12</U> of the Credit Agreement). </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Any sale, transfer, assignment or
conveyance permitted pursuant to subsections (i), (ii) or (iii) of <U>Section 9.12 </U>of
the Credit Agreement shall not constitute a &#147;sale, assignment or transfer of rights
or obligations under the Loan Documents&#148; for purposes of subsection ( e ) and (f)
above. In addition, as used herein, the term &#147;Lender Default&#148; means any of the
following events: (a) the Lender shall fail to make a Loan available to the Borrower on
the applicable Borrowing Date with respect to an Accepted Borrowing Request at a time when
all conditions precedent to making such Loan available to the Borrower under <U>Section
4.2</U> and <U>Section 4.3</U> of the Credit Agreement have been satisfied and the
continuance of such failure on the part of the Lender for two (2) Business Days after the
Lender has received written notice of such failure from the Borrower, (b) the Lender shall
fail to approve a distribution of Asset Pool Proceeds from the Collateral Account in
accordance with the provisions of <U>Section 2.7 </U>and <U>Section 2.8</U> of the Credit
Agreement at a time when the Lender has received the applicable Distribution Report with
all applicable information as required by the Credit Agreement, all information contained
in such Distribution Report is true and correct in all material respects and the
distribution contemplated in such Distribution Report is consistent with the provisions of
<U>Section 2.8</U> and other applicable provisions of the Credit Agreement and the
continuance of such failure on the part of the Lender for two (2) Business Days after the
Lender has received written notice of such failure from the Borrower, ( c ) the Lender
shall breach its covenants or agreements under <U>Section 9.16</U> of the Credit Agreement
or under <U>Section 7.14</U> of the Servicing Agreement in any material respect, or ( d)
the Lender shall breach its covenants or agreements under <U>Section 9.12.</U> </FONT></P><BR><BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[***]&nbsp;&nbsp;&nbsp;&nbsp;
          Omitted pursuant to a request for confidential treatment. The omitted material
          has been filed separately with the Securities and Exchange Commission. </FONT></P><BR><BR>
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<HR SIZE=5 COLOR=GRAY NOSHADE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Grantors agree, on behalf of themselves and on behalf of each Affiliated Party, that if
any Grantor or any Affiliated Party desires to purchase any Assets during the Exclusivity
Period, such Grantor or such Affiliated Party, as applicable, shall not purchase such
Assets until the Lender shall have been given the opportunity to finance the
Borrower&#146;s purchase of such Assets pursuant to the Credit Agreement by the Borrower
providing to the Lender a Borrowing Request and a related bid package in accordance with
the provisions of <U>Section 2.1</U> of the Credit Agreement with respect to such Assets.
If the Lender rejects or is deemed to have rejected such Borrowing Request pursuant to
<U>Section 2.1</U> of the Credit Agreement, then, any Grantor ( other than the Borrower)
or any Affiliated Party may (i) obtain financing from another lender to purchase such
Assets so long as (A) the purchase price for such Assets and the Purchase Agreement for
the purchase of such Assets are the same as those described in the Borrowing Request and
related bid package rejected by the Lender, and ( B ) none of the material terms and
information related to the financing provided by such other lender, including interest
rate. contingent payment percentage, servicing fee, equity infusion and cash flow
projections. are more favorable to such other lender than were such terms and information
as set forth or contemplated in the Borrowing Request and related bid package rejected by
the Lender. or (ii) purchase such Assets with its own funds which have not been borrowed,
directly or indirectly. from any other Person ( excluding, however, funds which have been
borrowed by a Grantor or another Affiliated Party under a revolving credit facility in
which ( <B>1) </B>the lender makes funds available for general corporate purposes, (2)
such lender does not evaluate any assets being purchased with proceeds of advances under
such revolving credit facility, and (3) such revolving credit facility does not contain a
borrowing base or similar concept which includes assets being purchased with proceeds of
such advances so long as (A) the purchase price for such Assets and the Purchase Agreement
for the purchase of such Assets are the same as those described in the Borrowing Request
and related bid package rejected by the Lender, and (B) none of the material information
used by such Grantor or Affiliated Party in determining whether to purchase such Assets
with its own funds, including cash flow projections, are more favorable to such Grantor or
Affiliated Party than was such information, including cash flow projections, as set forth
or contemplated in the Borrowing Request and related bid package rejected by the Lender. T
o the extent that any of the conditions of the preceding sentence are not satisfied, the
Grantors agree on behalf of themselves and on behalf of each Affiliated Party, that the
Borrower shall be obligated to submit a new Borrowing Request and related bid package to
the Lender which shall contain all modified terms and information, and such Borrowing
Request shall be deemed a new Borrowing Request for purposes of the Credit Agreement and
this 1etter agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Grantors, by signing be1ow, hereby acknow1edge and agree that any fai1ure by the Grantors
or any Affiliated Party to comp1y with the terms and conditions of this letter agreement
during the Exclusivity Period shall constitute an Event of Default under the Credit
Agreement. Upon the failure by the Grantors or any Affiliated Party to comp1y with the
terms and conditions of this letter agreement during the Exclusivity Period, the Lender
shall (i) be entitled to enforce all rights and remedies available to the Lender under the
Credit Agreement and the other Loan Documents, and (ii) be entitled to seek re1ief for the
breach of this letter agreement, either in equity or at law. </FONT></P><BR>

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<A NAME=A010></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Very truly yours, </FONT></P>

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<A NAME=A011></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>GRANTORS: </FONT></P>








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<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>MRC RECEIVABLES CORPORATION</B><BR><BR>
<BR>BY: /S/ Timothy W. Moser<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
 Name &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Timothy W. Moser<BR>Its &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;
      Secretary</FONT></TD>
</TR>
</TABLE>
<BR>



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<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>MIDLAND CREDIT MANAGEMENT, INC.</B><BR><BR>
<BR>BY: /S/ Timothy W. Moser<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Name&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Timothy W. Moser<BR>Its &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;  Secretary</FONT></TD>
</TR>
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<BR>

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<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>MCM CAPITAL GROUP, INC.</B><BR><BR>
<BR>BY: /S/ Timothy W. Moser<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Name&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Timothy W. Moser<BR> Its &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;   Secretary</FONT></TD>
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<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Accepted and agreed to as of the<BR>
20th day of December, 2000. </FONT></P>


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<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>CFSC CAPITAL CORP. VIII</B><BR><BR>
<BR>BY: /S/ Greggory S. Haugen<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Name &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Greggory S. Haugen<BR>Its &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;    V.P.</FONT></TD>
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<TYPE>EX-21
<SEQUENCE>18
<FILENAME>exhibit21.htm
<DESCRIPTION>SUBSIDIARIES
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<TITLE> Exhibit 21</TITLE>
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<PRE>


                                                                                                         Exhibit 21



                                                   Subsidiaries

Name                                                          Jurisdiction of Incorporation

Midland Credit Management, Inc.                                        Kansas
Midland Receivables 98-1 Corporation                                   Delaware
Midland Funding 98-A Corporation                                       Delaware
Midland Receivables 99-1 Corporation                                   Delaware
Midland Acquisition Corporation                                        Delaware
MRC Receivables Corporation                                            Delaware
Midland Funding NCC-1 Corporation                                      Delaware
Midland Funding NCC-2 Corporation                                      Delaware


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