SECOND AMENDMENT
                                     TO THE
                               PURCHASE AGREEMENT


         This Second Amendment to the Purchase Agreement (the "Agreement") is
made and entered into this 14th day of November 2001, by and between BANK OF
HOVEN, a South Dakota State Bank. (the "Bank") and THE CREDIT STORE, INC., a
Delaware corporation (the "Purchaser").

                                    RECITALS:

         WHEREAS, the Bank and Purchaser have entered into a certain Purchase
Agreement dated the 9th day of February 1999 and the Bank and Purchaser deem an
amendment to the existing Purchase Agreement in the interests of the parties;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend their
Agreement as follows:

1)       Section 1.3 of the Purchase Agreement shall be amended to delete the
         words Section 4.1 hereof" at the end of the paragraph and replaced with
         the words "Section 4.1 and 4.2 hereof"

2)       Section 1.6(b)(vii) of the Purchase Agreement shall be amended to
         replace the words " within 5 days" with "within fifteen (15) days".

3)       Article 4 of the Purchase Agreement shall be amended to add the
         following "Section 4.2 Purchase of Charged-off Card Accounts. If a Card
         account charges-off in accordance with the Banks charge-off policy, the
         Bank shall immediately convey the charged-off Card account to the
         Purchaser. The purchase price for the charged-off Card accounts shall
         be an amount equal to the par value of the outstanding credit generated
         by balance transfers, cash advances, and purchases on the Cards
         accounts that have not previously been purchased by Purchaser under the
         Purchase Agreement." Charged-off Card accounts subject to the
         Repurchase Agreement dated September 20, 1999, between the parties are
         not included and will not be conveyed to the Purchaser hereunder.

         In all other respects the February 9, 1999 Purchase Agreement is
confirmed and ratified.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date set forth above.



BANK:                                                        PURCHASER:
- ----                                                         ---------
                                                         

BANK OF HOVEN                                                THE CREDIT STORE, INC.

By:  /s/ Cindy Jager                                         By:  /s/  Cynthia D. Hassoun
     ---------------                                              -----------------------
  Its: Vice President, Credit Card Operations                  Its:  Vice President and Secretary
        Manager