AMENDMENT NUMBER NINE TO LOAN AND SECURITY AGREEMENT

           THIS AMENDMENT NUMBER NINE TO LOAN AND SECURITY AGREEMENT, dated as
of April 16, 2001 (this "Amendment"), amends that certain Loan and Security
Agreement, dated as of April 30, 1998 (as amended from time to time, the "Loan
Agreement"), by and between THE CREDIT STORE, INC., a Delaware corporation
("Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of Southern
Pacific Bank, a California corporation ("Coast"), on the other hand. All
initially capitalized terms used in this Amendment shall have the meanings
ascribed thereto in the Loan Agreement unless specifically defined herein.

                                 R E C I T A L S

           WHEREAS, Borrower and Coast wish to amend the Loan Agreement pursuant
to the terms and provisions set forth in this Amendment; and

           NOW, THEREFORE, the parties hereto agree as follows:

                                A M E N D M E N T

           Section 1. AMENDMENT TO SECTION 2.1 SCHEDULE. The introductory
paragraph to Section 2.1 of the Schedule to the Loan Agreement is hereby amended
by deleting such introductory paragraph to the Section in its entirety and
replacing it with the following:

                        " Loans in a total amount at any time outstanding not to
                        exceed the lesser of: (i) a total of Fifteen Million
                        Dollars ($15,000,000) at any one time outstanding (the
                        "Maximum Dollar Amount"), or (ii) the sum of (a), (b)
                        and (c) below; provided, however, not withstanding the
                        Maximum Dollar Amount, Coast's investment in the Loans
                        shall be reduced, by way of either: (y) the reduction in
                        the Maximum Dollar Amount; or, (z) participation(s) on
                        terms and with other lenders acceptable to Coast, in its
                        sole and absolute discretion; to the following amounts
                        on the following dates:

                            Thirteen Million Dollars ($13,000,000)
                              on and after June 30, 2001

                            Ten Million Dollars ($10,000,000)
                              on and after September 30, 2001

                            Seven Million Five Hundred Thousand Dollars
                              ($7,500,000) on and after December 31, 2001

                            Five Million Dollars ($5,000,000)
                              on and after March 31, 2002



Amendment Number Nine to
Loan and Security Agreement
Page 2


           Section 2. AMENDMENT TO SECTION 9.1 OF THE SCHEDULE. The Maturity
Date of July 29, 2001 as set forth in Section 9.1 of the Schedule to the Loan
and Security Agreement is deleted and the date of May 31, 2002 is substituted in
place thereof.

           Section 3. RENEWAL FEE. Borrower shall pay to Coast a renewal fee
(the "Renewal Fee") in the amount of Seventy Five Thousand Dollars ($75,000)
which said fee shall be fully earned and payable on the date hereof.

           Section 4. CONDITIONS PRECEDENT. The effectiveness of this Amendment
is expressly conditioned upon: (i) receipt by Coast of an executed copy of this
Amendment executed by Borrower, (ii) receipt by Coast of an executed copy of the
reaffirmation of the Continuing Guaranty executed by American Credit Alliance,
Inc., a Nevada corporation, and (iii) receipt by Coast of Renewal Fee in the
amount of Seventy Five Thousand Dollars ($75,000) .

           Section 5. ENTIRE AGREEMENT. The Loan Agreement, as amended hereby,
embodies the entire agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof. Borrower represents, warrants and agrees that in entering into
the Loan Agreement and consenting to this Amendment, it has not relied on any
representation, promise, understanding or agreement, oral or written, of, by or
with, Coast or any of its agents, employees, or counsel, except the
representations, promises, understandings and agreements specifically contained
in or referred to in the Loan Agreement, as amended hereby.

           Section 6. CONFLICTING TERMS. In the event of a conflict between the
terms and provisions of this Amendment and the terms and provisions of the Loan
Agreement, the terms of this Amendment shall govern. In all other respects, the
Loan Agreement, as amended and supplemented hereby, shall remain in full force
and effect.

           Section 7. MISCELLANEOUS. This Amendment shall be governed by and
construed in accordance with the laws of the State of California. This Amendment
may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any party hereto may execute this Amendment by
signing such counterpart.



Amendment Number Nine to
Loan and Security Agreement
Page 3


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

                              BORROWER:

                              THE CREDIT STORE, INC.,
                              a Delaware corporation


                              By
                                ------------------------------------------------
                                        President or Vice President


                              By
                                ------------------------------------------------
                                        Secretary or Ass't Secretary


                              COAST:

                              COAST BUSINESS CREDIT,
                              a division of Southern Pacific Bank


                              By
                                ------------------------------------------------
                              Title
                                   ---------------------------------------------