THIRD AMENDMENT TO CREDIT AGREEMENT

                  THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third
Amendment") is made and entered into as of March ___, 1997 by and among NATIONAL
CONSUMER SERVICES CORP., L.L.C., a Georgia limited liability company ("NCS"),
NATIONAL CONSUMER SERVICES CORP. II, L.L.C., a Georgia limited liability company
("NCS II"), and BLOCK FINANCIAL CORPORATION, a Delaware corporation ("BFC").

                                    Recitals

                  A.  BFC, NCS and NCS II are parties to that certain Credit
Agreement dated as of December 19, 1995, as amended by the First Amendment to
Credit Agreement dated as of January 1, 1996, and by the Second Amendment to
Credit Agreement dated November 30, 1996 (as amended, the "Credit Agreement"),
pursuant to which BFC agreed to extend credit to NCS and NCS II subject to the
terms and conditions set forth therein.

                  B. The parties hereto desire to further amend the Credit 
Agreement as follows.

                                   Agreements

                  IN CONSIDERATION of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which being hereby acknowledged
and accepted, and intending to be legally bound hereby, the parties hereto agree
as follows:

                  1.  Definitions.  Unless otherwise expressly defined herein,
all capitalized terms used in this Third Amendment shall have the respective
meanings ascribed to such terms in the Credit Agreement.

                  2.  Amendment to Credit  Agreement.  Section 6.8 of the 
Credit  Agreement is hereby  amended in its entirety to read as follows:

                  6.8  Restricted Payments. Borrower shall not, directly or
indirectly, (a) declare or pay any dividend or make any distribution on account
of any equity or ownership interest in Borrower other than (i) a Permitted
Distribution, (ii) pursuant to Section 4.01(a) (or applicable successor section)
of the NCS Operating Agreement and of the NCS II Operating Agreement, and (iii)
pursuant to Section 4.01(b) of the NCS Operating Agreement (or applicable
successor section) or (b) purchase, redeem, call or otherwise acquire or retire
for value any equity or ownership interest in Borrower, except (i) pursuant to
Section 4.01(b) of the NCS Operating Agreement (or applicable successor
section), and (ii) redemptions of minority equity/ownership interests held by
employees of either Borrower (other than John B. Stanforth) pursuant to the
Second Restated and Amended Operating 



Agreement of NCS and the Restated and Amended Operating Agreement of NCS II ;
provided, that this Section 6.8 shall not be deemed to prohibit the transactions
contemplated by the Other Transaction Documents. Not later than the date of

making any Permitted Distribution, the Manager of Borrower shall deliver to
Lender an officer's certificate signed by the Manager of Borrower stating that
such Permitted Distribution is permitted and setting forth the basis upon which
the calculations required by this Section 6.8 were computed.

                  3.  Credit Agreement Confirmed. The Credit Agreement, as
amended by this Third Amendment, is in all respects ratified, approved and
confirmed by NCS, NCS II and BFC and shall, as so amended, remain in full force
and effect in accordance with its terms. All references to the Credit Agreement
in any of the Loan Documents shall be deemed to refer to the Credit Agreement as
amended by this Third Amendment.

                  4.  Miscellaneous.  This Third  Amendment  shall be governed 
by and  construed in accordance with the laws of the State of  Missouri  and
shall be binding  upon and shall  inure to the  benefit of the parties hereto
and their respective successors and permitted assigns.

                  IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Third Amendment by their respective officers thereunto duly
authorized, as of the day and year first above written.

                                      BLOCK FINANCIAL CORPORATION

                                      By: /s/ Bret G. Wilson
                                         -----------------------------
                                      Name:  Bret G. Wilson
                                      Title: Vice President


                                      NATIONAL CONSUMER SERVICES
                                      CORP., L.L.C.

                                      By:  /s/ John B. Stanforth
                                         -----------------------------
                                          John B. Stanforth
                                          President


                                      NATIONAL CONSUMER SERVICES
                                      CORP. II, L.L.C.

                                      By: /s/ John B. Stanforth
                                         -----------------------------
                                          John B. Stanforth
                                          President


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