PRIVATE LABEL CREDIT CARD PLAN AGREEMENT

THIS PRIVATE LABEL CREDIT CARD PLAN AGREEMENT is effective as of the 25th day of August, 2008, and is entered into between Arizona Mail Order Company, Inc., a Delaware corporation (“Arizona Mail Order” or “AMO”), and SPIRIT OF AMERICA NATIONAL BANK, a national banking association with its principal office at 1103 Allen Drive, Milford, Ohio 45150 (hereinafter referred to as “Bank”).

WHEREAS, pursuant to the Crosstown Traders Business Purchase/Sale Agreement (as defined below), Norm Thompson has agreed to acquire all of the issued and outstanding shares of capital stock of Arizona Mail Order; and

WHEREAS, prior to the date hereof, Bank has operated the Crosstown Traders Program   under which Bank has extended credit under the Crosstown Traders Accounts and issued Crosstown Traders Credit Cards to Crosstown Traders Credit Cardholders (as such capitalized terms are defined below); and

WHEREAS, AMO has requested that Bank continue to extend credit to qualifying individuals, in the form of private label open-ended credit card accounts (including the Crosstown Traders Program Accounts), for the purchase of Goods and/or Services from AMO through its Sales Channels and to issue Credit Cards to such individuals in a manner substantially similar to that in which it has operated the Crosstown Traders Program, on the terms set forth herein, following Closing until the Conversion or earlier expiration of the Term as provided herein (as such capitalized terms are defined below); and

WHEREAS, until the closing under any Account Portfolio Purchase/Sale Agreement, Bank shall own all the Accounts, and Cardholder payments will be sent to such location as Bank shall from time to time direct (as such capitalized terms are defined below); and

WHEREAS, Bank will operate the Plan subject to the terms and conditions as more fully set forth herein;

NOW THEREFORE, in consideration of the terms and conditions hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged by the parties, AMO and Bank agree as follows.

1.1            Certain Definitions .  As used herein and unless otherwise required by the context, the following terms shall have the following respective meanings.

“Account” shall mean an individual open-end revolving line of credit which is (i) established by Bank for a Customer pursuant to the terms of a Credit Card Agreement, (ii) marketed with an AMO Brand or combination of AMO Brands; and (iii) which can be accessed by a Credit Card issued by Bank to correspond to such Account; including without limitation the Crosstown Traders Accounts.

“Account Balance” means any and all amounts owing by the Cardholder thereunder, including principal, accrued finance charges and other fees, whether or not billed.

“Account Portfolio Purchase/Sale Agreement” shall mean the WFNNB Account Portfolio Purchase/Sale Agreement or such other agreement entered into by Bank and an Approved Replacement Purchaser to effect the transfer of ownership and custody of all or substantially all of the Accounts and receivables with respect thereto.

“Accounts Receivable “shall mean, as to any Account at the time of reference, any and all amounts owing on such Account, including, without limitation, principal balances from Purchases, purchases of AMO Enhancement Marketing Services, fees related to Protection Programs and Bank Enhancement Marketing Services, accrued finance charges (whether or not posted or billed to an Account), late fees, and all other fees and charges assessed on the Accounts, less any payments and credits received by Bank with respect to the Accounts. This definition specifically excludes any amounts which have been written-off by Bank with respect to such Accounts.

 “Address Verification Service” shall mean an adjunct process to the credit authorization process where the Cardholder’s reported billing address is verified against the Bank’s address on file for such Cardholder.

“Affiliate” shall mean with respect to a party any entity that is owned by, owns, or is under common control with such party.

“Agreement” shall mean this Private Label Credit Card Plan Agreement, including any schedules, exhibits, addenda, and future amendments and supplements hereto.

“AMO” shall mean the party identified by such name in the first paragraph on Page 1 of this Agreement.

“AMO Brands” shall mean the brand name(s) chosen by AMO to identify the Accounts, Credit Cards, etc. related to a corresponding AMO Business. No AMO Brand shall do business using the AMO Brand of another AMO Business, although a single AMO Business can do business under more than one (1) AMO Brand.  For instance, as of the Closing Date, the AMO Brands “Bedford Fair Lifestyles” and “Willow Ridge” comprise a single AMO Business. All AMO Brands are also AMO Marks, but not vice-versa.  The AMO Brands are set forth on Appendix A.

“AMO Businesses” shall mean the business operations under which AMO operates, which are set forth on Appendix A under the column entitled “AMO Businesses”.

“AMO Deposit Account” shall mean the one (1) deposit account (to be used for all AMO Businesses) maintained by AMO and designated by it in writing to Bank as to which Bank should direct its payments. See also Section 3.6 (a).

“AMO Mark” shall mean a trademark, service mark, or name owned by or licensed (and capable of being sublicensed) to AMO relating to the AMO Brands and designated by AMO to Bank for use in connection with the Plan.

“Applicable Law” shall mean any applicable federal, state or local law, rule, or regulation, including, without limitation, any directive or guidance of the Office of the Comptroller of the Currency.

“Applicant” shall mean an individual who is a Customer and applies for an Account under the Plan.

“Approved Replacement Purchaser” means a bank or financial institution (i) reasonably acceptable to AMO and Bank, which, notwithstanding the foregoing, shall include each of the following: World Financial Network National Bank, any investment fund managed by Golden Gate Private Equity, Inc., Orchard Brands Corporation, Citigroup, Barclay’s, HSBC, GE Capital, Bank of America and JP Morgan Chase, any of the respective affiliates of any of the foregoing or any other entity mutually agreed upon by AMO and Bank and (ii) which enters into a Program Agreement with AMO.

“Bank” shall mean the party to this Agreement identified in the first paragraph on Page 1 of this Agreement.

“Bank Mark” shall mean a trademark, service mark, or name owned by or licensed (and capable of being sublicensed) to Bank and designated by Bank to AMO for use in connection with the Plan.

“Batch Prescreen” shall mean a process where Bank’s offer of credit is made to certain Customers prequalified by Bank (per its criteria), in a batch mode (often but not exclusively within a direct to consumer environment).

“Billing Statement” shall mean Bank’s periodic statement listing the amounts of Purchases made, credits received, and other information, as required by Applicable Law and/or deemed desirable by Bank.

“Business Day” shall mean any day, except Saturday, Sunday or a day on which banks in Ohio are required to be closed.

“Cardholder” shall mean any natural person to whom an Account has been issued by Bank and/or any authorized user of the Account; including without limitation the Crosstown Traders Credit Cardholders.

“Card Association” shall mean a nationwide payment clearing network such as MasterCard International, Inc., Visa U.S.A. Inc., American Express, or Discover, the

credit accounts and cards related to which are accepted universally in the retail market place.

“Charge Slip” shall mean a sales receipt, register receipt tape, invoice or other documentation, whether in hard copy or electronic form, in each case evidencing a Purchase that is to be charged to a Cardholder’s Account.

“Closing” shall mean the transfer of ownership and custody of all issued and outstanding shares of Arizona Mail Order from Crosstown Traders, Inc. to Norm Thompson Outfitters, Inc., as set forth in the Crosstown Traders Business Purchase/Sale Agreement.

“Closing Date” means the date of the Closing.

“Consumer Personal Information” shall mean that non-public personal information regarding Applicants, Customers, and Cardholders, including but not limited to Account information consumer reports, and information derived from consumer reports, that is subject to protection from publication under Applicable Law.

“Conversion” shall mean the transition of private label credit card services from Bank to a Program Provider (who shall be an Approved Replacement Purchaser) pursuant to a Program Agreement.

“Conversion Date” shall mean the date of the closing of a Conversion.

“Conversion Plan” shall mean the plan as set forth on Schedule 2.1 attached hereto.

“Credit Card” shall mean the credit card issued by Bank to Cardholders, corresponding to a related Account for the purpose of purchasing Goods and/or Services pursuant to this Agreement; including, without limitation, the Crosstown Traders Credit Cards.

“Credit Card Agreement” shall mean the open-end revolving credit agreement between a Cardholder and Bank governing the Account and Cardholder’s use of the Credit Card, together with any modifications or amendments which may be made to such agreement.

“Credit Sales Day” shall mean any day, whether or not a Business Day, on which Goods and/or Services are sold by AMO through its Sales Channels.

“Credit Slip” shall mean a sales credit receipt or other documentation, whether in hard copy or electronic form, evidencing (i) a return or exchange of Goods, or (ii) a credit on an Account as an adjustment by AMO for goodwill or for Services rendered or not rendered by AMO to a Cardholder.

“Crosstown Traders Accounts” shall mean the private label credit accounts issued under the Crosstown Traders Program for the AMO Brands.

“Crosstown Traders Business Purchase/Sale Agreement” shall mean that Stock Purchase Agreement, dated as of the date hereof, by and between Crosstown Traders, Inc. and Norm Thompson, under the terms of which Norm Thompson. shall acquire all of the issued and outstanding shares of capital stock of Arizona Mail Order.

“Crosstown Traders Credit Cards” shall mean the private label credit cards issued under the Crosstown Traders Program, used to access Crosstown Traders Accounts for the AMO Brands.

“Crosstown Traders Credit Cardholders” shall mean those individuals to whom Crosstown Traders Accounts and Crosstown Traders Credit Cards were issued.

“Crosstown Traders Program” shall mean the private label credit account program operated by Bank for Arizona Mail Order prior to the Closing Date relating to the AMO Brands.

“Cross Shopping” shall mean the reciprocal honoring, by different AMO Businesses, of Accounts corresponding to other AMO Businesses.   See also Schedule 3.1.

“Customer” shall mean any individual consumer who is a customer or potential customer of an AMO Business.  Use of the term shall encompass all AMO Businesses unless the context of the reference dictates otherwise.

“Deferred Program” shall mean a program featuring special repayment terms approved by Bank, including any one or more of the following: deferred and/or waived interest, deferred payments, minimum purchase amounts, minimum monthly payments, and any other terms and conditions set forth by Bank.  Bank offers 60 day Deferred Programs at the Discount Fee set forth on Schedule 1.1.  Any other Deferred Programs may be made part of this Agreement only by written amendment.

“Deferred Program Purchases” shall mean Purchases made under the terms of any Deferred Program.

“Discount Fee” shall have the meaning set forth in Schedule 1.1.

“Electronic Customer Service (or eCS)” shall mean a web-based customer service system Bank makes available on a Bank website.

“Equal Payment Program” shall mean a program featuring special repayment terms, approved by Bank, including repayment based on equal payments over a predetermined period of time, and any other terms and conditions set forth by Bank. As of the date hereof, there are no Equal Payment Programs. Equal Payment Programs may be made part of this Agreement only by written amendment.

“Equal Payment Program Purchases” shall mean Purchases made under the terms of any Equal Payment Program.

“Financial Products” shall mean credit card issuance or payment processing arrangements or programs similar in purpose to those components of the Plan (including but not limited to ones involving a credit card) dealing with the extension of credit and repayment of debt extended to Customers as contemplated under this Agreement, including cardless, Internet-based or Internet-only payment vehicles and contactless payment vehicles to be used as devices and/or methods by Customers to purchase Goods and/or Services.

“Forms” shall have the meaning set forth in Section 2.4.

“Goods and/or Services” shall mean those goods and/or services sold at retail by AMO through its Sales Channels to the general public for individual, personal, family or household use.  Use of the term shall encompass all AMO Businesses unless the context of the reference dictates otherwise.  This definition specifically excludes goods and services that are sold to Customers by third-party vendors of AMO and not AMO itself.

“Ineligible Account” has the meaning set forth for such term in the WFNNB Account Portfolio/Sale Agreement (as in effect as of the date hereof); provided that any references therein to the “Transfer Date” shall be deemed references to the date of the closing under any Account Portfolio/Purchase Sale Agreement.

“Initial Term” shall have the meaning set forth in Section 9.1.

“Instant Credit” shall mean an Account application procedure designed to open Accounts whereby the application information is communicated to Bank either (i) verbally at Point of Sale; or (ii) systemically during the order entry process.

“IVR” shall mean an interactive voice response system and/or procedure.

“Marketing Fund” shall have the meaning set forth in Section 2.5(b).

“Net Proceeds” shall mean Purchases  less:  (i) credits to Accounts for the return or exchange of Goods, or a credit on an Account as an adjustment by AMO for goodwill or for Services rendered or not rendered by AMO to a Cardholder, all as shown in the Transaction Records (as corrected by Bank in the event of any computational error), calculated each Business Day; (ii) payments from Cardholders received by AMO from Cardholders on Bank’s behalf; (iii) applicable Discount Fees, and (iv) any other amounts owed to or by Bank pursuant to this Agreement.  See Schedule 1.1

“Net Sales” shall mean Purchases, less credits or refunds for Goods and/or Services, all as shown in the Transaction Records (as corrected by Bank in the event of any computational error), calculated each Business Day.

“Net Sales on Regular Revolving Purchases” shall mean Regular Revolving Purchases, less credits or refunds for Goods and/or Services, all as shown in the Transaction Records (as corrected by Bank in the event of any computational error), calculated each Business Day.

“Net Sales on Promotional Program Purchases” shall mean Promotional Program Purchases, less credits or refunds for Goods and/or Services, all as shown in the Transaction Records (as corrected by Bank in the event of any computational error), calculated each Business Day.

“Norm Thompson” means Norm Thompson Outfitters, Inc.

“On-Line Prescreen” shall mean a process where an offer of credit is made to certain pre-qualified Customers, in real time pre-approved manner, at the POS at the time of a transaction.

“Operating Procedures” shall mean Bank’s instructions and procedures regarding the Plan as written by Bank and provided to AMO to be followed by AMO.

“Plan” shall mean the private label credit card plan established and administered by Bank for Customers by virtue of this Agreement which shall replace the Crosstown Traders Program in its entirety.

“Plan Documents” shall have the meaning set forth in Section 2.4.

“Plan Year” shall mean each consecutive twelve (12) month period commencing on the Closing Date (or the first day of the first full calendar month following the Closing Date if the Closing Date is not the first day of a calendar month) and each anniversary thereof.

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“Point of Sale (or POS)” shall mean the physical or electronic location at which transactions (sales, credits, and returns) take place.  This includes but is not limited to a point of order entry or website (as applicable).

“Prescreen Acceptance” shall mean a POS process designed to recognize and activate Bank’s pre-approved batch offers for Accounts for Customers.

“Program Agreement” shall mean the WFNNB Program Agreement or any other agreement between AMO and a Program Provider for the establishment and maintenance of private label credit card services for the AMO Brands.

“Program Provider” shall mean World Financial Network National Bank or any other Person that provides private label credit card services to AMO for the AMO Brands following the expiration of the Term of this Agreement (or earlier termination in accordance with the terms hereof) pursuant to a Program Agreement.

“Promotional Programs” shall mean any special Cardholder payment terms approved by Bank (in the form of an amendment) for certain Purchases, including without limitation Deferred Programs and Equal Payment Programs. As of the date hereof, there are no Promotional Programs. Promotional Programs may be made part of this Agreement only by written amendment.

“Promotional Program Purchase” shall mean a Purchase made under the terms of a Promotional Program.

“Purchase” shall mean a purchase of Goods and/or Services, including without limitation all applicable taxes and shipping costs, with a specific extension of credit by Bank to a Cardholder using an Account as provided for under this Agreement.  The term shall be interpreted to include Regular Revolving Purchases as well as Promotional Program Purchases unless the context of the reference clearly indicates otherwise.  Use of the term shall encompass purchases from all AMO Businesses unless the context of the reference dictates otherwise.

“Regular Revolving Purchases” shall mean Purchases which are not subject to any Promotional Programs.

“Sales Channels” shall mean those certain sales channels (i.e., websites, catalogues, etc.) through which AMO sells its Goods and/or Services under the AMO Brands during the Term (and encompasses all AMO Businesses unless the context of the reference dictates otherwise), which as of the Closing Date include website and catalog.  As a point of clarification, this definition includes different or additional sales channels that are part of AMO’s expansion of its business under the AMO Brands as then constituted, if such expansion does not include an entity other than AMO or a brand other than an AMO Brand. For example: the opening of a retail location (by AMO, or by its Affiliate or a franchisee or licensee operating under an AMO Mark) through either (i) “organic growth” or (ii) acquisition of the assets (but not the ownership interest) of another business. (See also Section 3.14 regarding the internal development or acquisition of a business that would be new to AMO’s business as then constituted or that involves an entity other than AMO).  However, the ownership or operation by an AMO Affiliate of a business that is substantially similar to that of AMO (at the then current point in time) shall be considered an expansion of AMO for the purposes of this Agreement and such business (and its owner entity) shall, at Bank’s option, be included in this Agreement by amendment.

“Service Standards” shall have the meaning set forth in Schedule 2.1 (b).

“Term” shall mean the Initial Term as defined in Section 9.1.

“Transaction Record” shall mean the following, with respect to each Purchase or with respect to a credit or return related to a Purchase (as applicable), and each payment received by AMO from a Cardholder on Bank’s behalf:  (a) the Charge Slip or Credit Slip corresponding to the Purchase, credit or return; or (b) a computer readable tape/cartridge or electronic transmission containing the following information: the Account number of the Cardholder, identification of the AMO’s Sales Channel (location) where the Purchase, credit or return was made (if applicable), the total of (i) the Purchase price of Goods or Services purchased or amount of the credit, as applicable, plus (ii) the date of the transaction, a description of the Goods or Services purchased, credited or returned and the authorization code, if any, obtained by AMO prior to completing the transaction; or (c) electronic record whereby AMO or one of its Sales Channels electronically transmits the information described in subsection (b)

hereof to a network provider (selected by AMO at its expense), which in turn transmits such information to Bank by a computer tape/cartridge or electronic tape or transmission.

“Web (or Internet)” shall mean the world-wide web internet network as generally understood in the greater business community.

“Web Application” shall mean a web based new Account application procedure made available by Bank.   See also Section 2.2 (d).

“WFNNB Program Agreement” means the Private Label Credit Card Plan Agreement, dated as of the date hereof, between Norm Thompson and World Financial Network National Bank.

“WFNNB Account Portfolio Purchase/Sale Agreement” shall mean that purchase agreement dated as of the date hereof, by and between Bank  (as seller), and World Financial Network National Bank (as buyer) for the sale by Bank of certain Accounts issued under the Crosstown Traders Program and the Plan and the receivables related thereto (excluding Ineligible Accounts).

1.2            Other Definitions .  As used herein, terms defined in the introductory paragraph hereof and in other sections of this Agreement shall have such respective defined meanings.  Defined terms stated in the singular shall include reference to the plural and vice versa.  The terms “shall” and “will” have the identical meaning (i.e., that something is compulsory and certain), and the use of one versus the other is not to be interpreted as implying less certainty or a sense of possibility or choice.

2.1            Establishment and Operation of the Plan/Conversion Plan .  (a) The Plan is established for the primary purposes of providing Customer financing for purchasing Goods and/or Services through AMO Brands.  The Plan shall commence on the Closing Date.  Qualified Applicants desiring to use the Plan shall be granted an Account by Bank with a credit line in an amount to be determined by Bank in its discretion for each individual Applicant (but subject to Section 2.7).  Subject to Section 3.6 (d) and Applicable Law, Bank shall determine the terms and conditions of the Account to be contained in a Credit Card Agreement.  For clarification, prior to the Closing, Bank has operated the Crosstown Traders Program and pursuant to this Agreement, Bank will operate the Plan following Closing until the Conversion or earlier termination of the Term on the terms set forth herein, it being agreed that the intent of this Agreement is for Bank to continue offering services to AMO, consistent with the services provided under the Crosstown Traders Program as in effect prior to the date hereof, until the Conversion or earlier termination of this Agreement.  Bank and AMO shall use their commercially reasonable efforts to pursue completion of the Conversion by October 31, 2008 in accordance with the Conversion Plan set forth in Schedule 2.1(a) and the parties hereby agree that to the extent any modifications to the Conversion Plan are required to ensure the successful and efficient transition of a fully operational private label credit card program consistent with the Plan as operated hereunder to the Program Provider the parties shall negotiate in good faith to implement such mutually agreed-upon

modifications.  In the event any requests for enhancement or revisions to the credit Plan contained in this Agreement would conflict with the timely completion of the Conversion Plan, the Conversion Plan shall take precedence.  The parties shall dedicate sufficient resources to the Conversion Plan as necessary to ensure its timely completion.

(b)           Bank shall perform in accordance with the Service Standards. Bank will provide AMO with a monthly summary of Bank’s performance regarding the Service Standards, as set forth in Schedule 2.1 (b).  Bank shall use commercially reasonable efforts to meet the Service Standards set forth in Schedule 2.1(b).  Bank shall provide eCS, and AMO shall provide a weblink to the eCS.  Regardless of whether any Bank website related to eCS is the same as any referenced in 2.2 (d) below, AMO shall be subject to the same obligations and terms and conditions set forth therein with regard to maintaining connections, use of Bank’s Mark, Applicable Law, etc.

2.2            Applications for Credit Under the Plan; Internet Services .  (a) AMO shall not promote or participate in any application by a Customer for financing the purchase of Goods and/or Services other than for participation in the Plan as provided in Section 3.11.  Applicants who wish to apply for an Account under the Plan must submit a completed application on a form or in an electronic format approved by Bank, and Bank shall grant or deny the request for credit based solely upon Bank’s credit criteria.  When facilitating any method of application, AMO shall follow all applicable Operating Procedures. The application shall be submitted to Bank by the Applicant or submitted by AMO on behalf of the Applicant, as required in the Operating Procedures.  If Bank grants the request for an Account, Bank will issue a Credit Card to the Applicant to accesses an individual line of credit in an amount determined by Bank.

(b)           Bank shall make available, and AMO shall utilize, as applicable, the following application procedures as of the Closing Date: Batch Prescreen Applications, Address Verification Service, Instant Credit (Web and telephone based) and mail-in application procedures.   See also subsection (d) below regarding the Web Application procedure.  To the extent the same are available under the Crosstown Traders Program as in effect on the date hereof, the Bank further agrees to provide each Cardholder with the ability to view its Account information and billing statements online, make payments on such Cardholder’s Account via automated clearing house transfer or other payment mechanism approved by the Bank and send other secure correspondence; obtain billing statements; set up personal credit alert reminders; and request a credit line increase on-line.  Bank will make available the use of its smart messaging system at no cost to AMO provided the messaging format and volume are substantially similar to the Crosstown Traders Program currently provided.  See also clause (d) below.  Bank hereby represents that as of the date hereof and as of the Closing Date, it does not provide On-Line Prescreen services to the Crosstown Traders Program.

(c)           Regarding applications submitted in whole or in part by AMO, AMO agrees that it will (i) protect and keep confidential any and all Applicant information (which information shall be Bank Consumer Personal Information) acquired as a result of participating in the submission of any such applications, and not disclose the information (except as required by Applicable Law or legal process) to anyone other than authorized representatives of Bank,

and its representatives and agents, and (ii) follow all Operating Procedures applicable to such Bank Consumer Personal Information.

Bank shall make available the Web Application procedure by establishing a website for such purpose, which shall be accessible from AMO’s website.  AMO acknowledges that as of the date hereof, such website has been established.  Bank will maintain and operate the website and Web Application procedure consistent with past practices. AMO shall appropriately monitor its website to ensure proper functioning.  In the event Bank changes or otherwise modifies the website address for its designated website, AMO will either update or modify its website thereto, as directed by Bank.  In providing Web Application on the AMO website, if appropriate, AMO shall make it clear and conspicuous that the Customer is leaving AMO’s website and is being directed to Bank’s website for the exclusive purpose of accessing Bank’s website and submitting an application for credit.  AMO agrees that, in connection with the Web Application, it will use Bank’s name, or any logo, statements, or any other information that is related to Bank, only as directed by Bank, or as previously approved by Bank in writing. Without limiting the generality of the scope of required approvals, but by way of example, AMO shall seek Bank’s approval not only with respect to content, but also with respect to any typestyle, color, or abbreviations used in connection with the Web Application.

If Accounts opened via Web Applications prove to be unprofitable to Bank, Bank shall have the right upon thirty (30) days prior written notice to AMO to propose that AMO pay Bank a certain fee related to Web Applications.  However, Bank shall not impose such fee if within such thirty (30) days after receipt of Bank’s notice setting forth the amount of such fee, AMO has rejected the fee and proposed an alternative.  However, Bank may choose to discontinue Web Applications if the parties cannot agree upon a fee or an alternative.

(d) Bank agrees that, to integrate and maintain the webpage and to ensure access to the Plan website and reduce technical errors, it will use commercially reasonable efforts to ensure that its software providing the link will function, and continue to function, in a sound technical manner. Bank hereby represents and warrants that as of the date hereof and as of the Closing Date, its software providing the link functions in a sound technical manner consistent with past practice (including cooperating with Charming Shoppes of Delaware, Inc. in performing its obligations related thereto as set forth in Appendix A to that certain Transition Services Agreement to be entered into between Charming Shoppes of Delaware, Inc. and AMO).  AMO branding style (including color, font and type size), marketing content and marketing design format of the Plan website shall be subject to approval by the parties.  Bank shall appropriately monitor the Plan website to ensure it is functioning properly. AMO represents and warrants that, to integrate and maintain the link, and to ensure access to the Plan website and reduce technical errors, it will use its commercially reasonable efforts to ensure that its software providing the link will function, and continue to function, in a sound technical manner. AMO shall appropriately monitor the link to ensure it is functioning properly. In the event Bank changes or otherwise modifies the website address for the Plan website, AMO will either update or modify the link as reasonably requested by Bank.  AMO agrees that, in connection with the link, it will only use Bank's name, or any logo, statements, or any other information that is related to Bank, only in accordance with this Agreement, or as approved in advance and in writing by Bank.  Bank shall ensure that the Bank's Privacy Policy is clearly and prominently posted on the pages of the Plan website.

(e) Each party represents and warrants to the other with respect to its Internet site used to support the Plan as of the Closing Date and during the Term of this Agreement that such party has the license, right or privilege to use the hardware, software and content acquired from third parties for use in its respective Internet website, and that it is the owner (or licensee) of all hardware, software and content used in its respective Internet website and that neither the website as a whole, nor any part thereof, infringes upon or violates any patent, copyright, trade secret, trademark, invention, proprietary information, nondisclosure or other rights of any third party.

2.3            Operating Procedures .  Each of AMO and Bank shall observe and comply with the Operating Procedures and such other reasonable procedures as Bank may prescribe on not less than thirty (30) days’ prior notice to AMO or otherwise required by Applicable Law.  The Operating Procedures may be amended or modified by Bank from time to time in its reasonable discretion; provided, however, unless such changes are required by Applicable Law, a copy of any such amendment or modification shall be provided to AMO at least thirty (30) days before its effective date, and for those changes required by Applicable Law, notice shall be given as soon as practicable.  The initial Operating Procedures are attached hereto as Schedule 2.3.

2.4            Plan Documents (Forms and Collateral) .  (a)   Forms - General . Subject to (b) below, Bank shall design, determine the terms and conditions of, and generate the form of the Credit Card Agreement, applications, Credit Card, card mailers, privacy notices, Billing Statements (including backers), Cardholder letters, templates, and other documents and forms  to be used under the Plan which (i) relate to the Plan, (ii) relate to Bank’s and/or the Cardholder’s obligations, (iii) are used by Bank in maintaining and servicing the Accounts; or (iv) are required by Applicable Law (collectively, “Forms”).  By way of clarification, Bank’s responsibilities do not include any obligations AMO may have as a retailer, such as creating the form of Charge Slips and Credit Slips.  All Forms shall be in the English language only unless otherwise agreed by the parties in writing, and there shall be only one design for each Form as to each AMO Business (which are the five (5) identified on Appendix A).

(b)            Forms - Conditions .  The provisions of (a) above are subject to the following conditions.  First, Bank’s actions are subject to Section 3.6 (d), Applicable Law, and Section 2.10.  Second, Bank and AMO shall jointly design any Customer marketing aspects of Billing Statements, Credit Cards, and card mailers.

(c)            Collateral . AMO may design and produce promotional material, direct mail pieces, catalog, newspaper, radio and Internet advertisements, and other collateral documents (collectively, “Collateral”) which reference the Plan.  AMO shall submit all Collateral to Bank for its review and approval of the Plan disclosures, as well as references to the Plan and use of Bank Marks.  Pursuant to this review and approval process, AMO will make (or have made) all changes that Bank requests to satisfy Applicable Law and/or in exercising its rights under this Agreement promptly following such request.  Except as otherwise set forth in this Agreement, AMO shall otherwise have sole discretion as to any action with respect to any catalogue mailing or circulation.

(d)            Bank’s Costs .  Subject to subsection (e) below, Bank will at its expense provide to AMO at one central location, the template of any appropriate Forms.

(e)            AMO’s Costs .

(i) AMO   Re-issuances . AMO shall pay all costs related to any re-issuance of Credit Cards to Cardholders that AMO requests or that is necessitated by AMO’s decisions and/or actions (collectively “AMO Re-issuances”).  The costs associated with an AMO Re-issuance include those of the card itself (including all embossing and encoding), card mailers, envelopes, Credit Card Agreements, other Forms, Collateral, and postage.  As a point of clarification, none of the following constitutes an AMO Re-issuance: Bank’s replacement (on an Account-by-Account basis) of lost or stolen Credit Cards, expired Credit Cards, or in response to some other Cardholder request.

(ii)            Variations from Bank’s Standards .  If, in Bank’s good faith determination, a request or requirement (as applicable) of AMO with regard to any Plan Documents requires a variation from Bank’s standard specifications, and such variation causes an increase in any cost of Bank, the following shall apply. First, Bank will advise AMO in writing of the variance and provide a written estimate of the related cost increase.  Second, AMO shall thereafter notify Bank in writing of its decision to forego the request, to modify the request such that no cost increase is generated, or agree to bear the additional expense. In the event any Forms become obsolete as a result of changes requested by AMO or is reasonably necessitated by its decisions and/or actions, AMO shall reimburse Bank for the itemized and documented costs associated with any unused obsolete Forms.

(iii)            Mass Mailings .  As to any mass mailings requested by AMO (including but not limited to catalog mailings, pre-approved mailings, and zero balance mailings), AMO shall pay all costs of such mass mailings.

2.5            Marketing and Promotion of Plan .  (a) Throughout the Term of this Agreement, AMO shall take commercially reasonable steps to actively and consistently market, promote, participate in and support the Plan in a manner consistent with past practices, which may include, without limitation, those marketing promotions set forth in Schedule 2.5 (a) and such other methods mutually agreed upon by AMO and Bank.  AMO and Bank will jointly agree upon programs to market the Plan, both initially and on a continuing basis. Once AMO and Bank agree upon standards for the use of AMO Marks and Bank Marks, respectively, neither party will deviate from such standards without express prior approval of the other party. Bank must approve in advance AMO’s use of Bank’s Marks and any references to the Plan.  Any cross-marketing agreements between AMO and Bank are subject to the mutual agreement of the parties at a later date.

(b)           Bank shall contribute the amounts, if any, set forth in Schedule 2.5 (b) to apply to marketing and promotion expenses associated with the Plan.  All of such funds shall be referred to herein as the “Marketing Fund.”  If the Marketing Funds are not used in the Plan Year or other time period contributed, they will roll over to the next Plan Year.  AMO shall pay all marketing and promotion expenses directly as they are incurred, and, if any funds are then available in the Marketing Fund, shall send Bank an invoice for the aggregate amount of

the expenditures mutually agreed upon by the parties, together with copies of paid invoices or other supporting documentation reasonably satisfactory to Bank for such expenses.  Bank shall then reimburse AMO (within 30 days of Bank’s receipt of each individual’s reimbursement request) until Bank’s maximum contribution amount for the applicable Plan Year has been met.  Bank shall have the right to cease the availability of the Marketing Funds contributed by Bank for any future marketing or promotions if either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or the fact that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent to allow this Agreement to expire.  However, Bank shall renew the availability of the Marketing Funds for the then current Plan Year on a retroactive basis under the following circumstances.  If, despite the occurrence of  (i), (ii), or (iii) but prior to this Agreement’s expiration or termination, the parties renew this Agreement and/or extend the expiration date by at least one (1) year.

2.6            Administration of Accounts and Plan .  Bank shall perform, in compliance with Applicable Law, all functions necessary to administer and service the Accounts, including but not limited to: processing of applications; Credit Card production and issuance; making all necessary credit investigations; notifying Applicants in writing of acceptance or rejection of credit under the Plan; preparing and mailing Billing Statements; making collections; handling Cardholder inquiries; and processing payments.  Bank reserves the right to deny (or reverse) an extension of credit for particular transactions in order to comply with Applicable Law, which might include but not be limited to prohibitions against transactions related to gambling.

2.7            Credit Decision .  Subject to the other provisions of this Section 2.7, the decision to extend credit to any Applicant under the Plan shall be Bank’s decision.  Bank will work in good faith with AMO to develop business strategies with respect to the issuance of Credit Cards which are intended to maximize the potential of the Plan, and which are mutually beneficial to AMO and Bank, provided the same are generally consistent with the strategies utilized in connection with the Crosstown Traders Program.  In addition to Promotional Programs, commencing February 1, 2009 AMO may from time to time request Bank to consider offering certain other types of special credit programs.  Bank shall reasonably consider AMO’s requests and negotiate with AMO in good faith.  However, Bank shall, in its sole discretion, subject to Applicable Laws and its safety and soundness considerations, determine whether or not to offer any of such programs.  In the event Bank agrees to any special credit program, such agreement shall be documented in the form of a written amendment, which amendment shall set forth any applicable terms related thereto, including but not limited to fees associated with the special credit program.  The Bank hereby agrees that in connection with the Plan it will continue to utilize substantially similar credit criteria as it currently uses with respect to the Crosstown Traders Program (which credit criteria are attached as Schedule 2.7 hereto) and that it shall continue to offer and maintain Accounts in a manner substantially consistent with such credit criteria.  Bank hereby represents that the criteria attached as Schedule 2.7 accurately reflect the credit criteria currently applied by Bank under the Crosstown Traders Program and that Bank has no present intent to modify such criteria.  In addition, during the Term of this Agreement, except as may otherwise be required to comply with Applicable Law, Bank shall offer and maintain Accounts in such a manner that would not impair the ability of Bank to consummate a sale of the Accounts under the WFNNB Account Portfolio Purchase/Sale Agreement (or after the termination of the

WFNNB Account Portfolio Purchase/Sale Agreement under any other Account Portfolio Purchase/Sale Agreement).  Bank hereby agrees that unless Bank determines, in its reasonable discretion (after consultation with AMO) that continued usage of such credit criteria would have a material adverse effect on the Bank’s ability to consummate a sale of the Accounts under the WFNNB Account Portfolio Purchase/Sale Agreement or unless otherwise required by Applicable Law, it shall not amend, supplement or otherwise modify the aforementioned credit criteria attached hereto as Schedule 2.7 unless Bank obtains AMO’s prior written consent.

2.8            Ownership of Accounts and Information . (a) The parties recognize that Cardholders are Customers, and that each of Bank and AMO has certain ownership rights in information relating to such individuals in their respective roles as Cardholders and Customers.  The parties acknowledge that the same or similar information may be contained in the Bank Cardholder Information (defined below) and the AMO Customer Information (defined below); such common information being referred to herein as “Common Information”.  Each such pool of data shall therefore be considered separate information subject to the specific provisions applicable to that data hereunder.  For example, in subsection (b) below Bank is authorized to use AMO Customer Information only for certain limited purposes.  For illustrative purposes only, presume such information included names of both Customers who were Cardholders and non-Cardholder Customers. The names of those who were both Customers and Cardholders would be Common Information. So, Bank would not be limited by the terms of subsection (b) as to such names. However, the names of non-Cardholder Customers would not be Common Information, and thus would be subject to the limitations set forth in subsection (b). Likewise, though subsection (c) below limits what AMO can do with Bank Cardholder Information, such limitations do not apply to that portion of Bank Cardholder Information that is comprised of Common Information.

(b)           The Customer’s names and addresses and other Customer information collected by AMO independent of Bank and set forth in AMO’s records shall be the exclusive property of AMO; such information and AMO’s Common Information shall be referred to collectively as “AMO  Customer Information”.  AMO Customer Information might or might not be comprised exclusively of AMO’s Consumer Personal Information. As requested by Bank, AMO shall provide the names and addresses of Customers to Bank, to be used only for purposes of (i) evaluating such Customer’s creditworthiness, (ii) soliciting such Customers for Credit Cards, (iii) administering  the Plan in accordance with the terms of this Agreement and Applicable Law. Bank shall protect the confidentiality of such information as set forth in Section 10.17.

(c)           (i)           The Accounts and all information related thereto set forth in Bank’s records, including without limitation the information listed in Schedule 2.8, the information obtained through applications, the receivables, names, addresses, credit, and transaction information of Cardholders shall be the exclusive property of Bank during the Term, and thereafter (unless the Accounts are purchased by AMO or its designee pursuant to Section 9.5). Such information and Bank’s Common Information shall be referred to collectively as “Bank Cardholder Information”. Bank Cardholder Information might or might not be comprised exclusively of Bank’s Consumer Personal Information.

(ii)           Bank shall provide to AMO monthly one (1) master file extract, initially containing the information set forth on Schedule 2.8 to the extent such information is available to and may be shared by Bank, and subject to change by Bank at any time.  Bank shall also provide to AMO any other Bank Cardholder Information agreed to by AMO and Bank, to the extent permitted by Applicable Law and Bank’s privacy and security policies. AMO may use such information in connection with maintaining and servicing the Accounts; furthermore, AMO may use it to market its Goods and/or Services or its business in general to the Cardholders, but in any event only as permitted by Applicable Law.  The parties recognize that AMO’s efforts related to such approved purposes might necessitate disclosure of Bank Cardholder Information to AMO’s vendors and contractors.  Such disclosure shall be permitted, provided the third-parties agree in writing to use the information only for the aforementioned approved purposes and to protect the confidentiality of such information as set forth in Section 10.17.  Except as so provided, unless Bank consents otherwise in advance and in writing, AMO shall keep such Bank Cardholder Information confidential as set forth in Section 10.17, and shall not disclose such information to any third party nor sell, lease, or otherwise transfer such information to any third party.

(iii)           Notwithstanding any provision herein to the contrary, except as may be necessary to effectuate a conversion or sale of the Accounts under Section 9.5 as set forth below, at no time shall Bank have any right to use any information relating to the Plan, the Accounts, the Customers or the Cardholders (other than any such information which satisfies any of clauses (i) through (iv) of Section 10.17(a)) for any marketing purposes whatsoever other than with respect to the Plan unless it shall have previously obtained AMO’s consent in writing.  For the avoidance of doubt, nothing in this clause (iii) shall limit the ability of Bank to use such information as may be required by Applicable Law.  In connection with a conversion or sale of the Accounts under Section 9.5, Bank or the purchaser of the Accounts shall be entitled to market to the Cardholders any of the programs permitted in connection with a wind up of the Plan under Section 9.5(b)(iii); provided, however, that in so marketing the card, Bank and such purchaser shall not be entitled to use any sales history or other transaction history or other information obtained or related to the usage of the Credit Card which occurred during the operation of the Plan or the Crosstown Traders Program.  For clarification, once the Cardholders’ Accounts are converted to non-AMO Accounts in accordance with Section 9.5, then such Cardholders shall have an independent relationship with Bank and Bank’s use of information obtained after the conversion date not in violation of this Agreement, and so long as the same does not constitute Confidential Information of AMO hereunder, shall not be subject to the restrictions herein.

2.9            Protection Programs and Enhancement Marketing Services .  (a) Protection Programs . AMO and Bank agree that Bank will have the exclusive right but not the obligation to make available to Cardholders* various types of debt cancellation and credit related protection programs (collectively referred to herein as “Protection Programs”) offered by Bank.  Commencing February 1, 2009, Bank may but is not obligated to offer such Protection Programs through direct marketing channels including but not limited to telemarketing, call transfer (of inbound calls to Bank and not inbound calls to AMO), inbound customer service call offers (inbound calls to Bank and not inbound calls to AMO), call to confirm programs,

IVR, and eCS.  Bank also has the right but not the obligation to make written offers through Billing Statement bangtails and inserts Billing Statement messaging, and direct mail. The fees for Protection Programs will be charged to the applicable Cardholder’s Account.  AMO will assist Bank’s effort to offer Protection Programs so long as such assistance will not require AMO to incur any direct expense or cost.  Bank shall have the right but not the obligation to immediately terminate any Protection Programs if and when either party:  (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent to allow this Agreement to expire.

*Recognizing that, with regard to non-Cardholder Customers who have specifically rejected an offer of credit from Bank (or offer to apply for same), AMO has the right to offer its own debt cancellation and credit related protection programs and products.

(b)           Pursuant and subject to the provisions of this Section 2.9 (b) and Schedule 2.9 (b), commencing February 1, 2009, AMO shall have the right (but not the obligation) to market to Customers products and services which are not Protection Programs and which are sold to Customers by third-party vendors of AMO and not AMO itself (collectively, “AMO Enhancement Marketing Services”). AMO Enhancement Marketing Services shall include, but not be limited to, travel clubs, legal services, and merchandise.  The parties shall also adhere to the provisions set forth in Schedule 2.9 (b).

(c)           Pursuant and subject to the provisions of this Section 2.9 (c), AMO’s rights under Section 2.9 (b) and Schedule 2.9 (b), and AMO’s rights under this Section 2.9 (c) and Schedule 2.9 (c), commencing February 1, 2009 Bank may (but is not obligated) to solicit Cardholders, through solicitations made in connection with their Accounts, those products and services (which are not Protection Programs and not competitive with Goods and/or Services, or AMO Enhancement Marketing Services, which shall be referred to herein as “Bank Enhancement Marketing Services”); provided, however, that Bank may not begin to market or sell any particular AMO Enhancement Marketing Service without AMO’s prior written approval of such AMO Enhancement Marketing Service (not to be unreasonably withheld). It shall not be deemed unreasonable for AMO to fail to provide such approval solely because AMO plans to market competing Goods and/or Services or AMO Enhancement Marketing Services.  Bank Enhancement Marketing Services may. include, but not be limited to, travel clubs, legal services, and merchandise products. Bank may but is not obligated to offer Bank Enhancement Marketing Services through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR and ECS.  Bank also has the right but not the obligation to make written offers through Billing Statement bangtails and inserts, Billing Statement messaging, and direct mail. Bank will notify AMO of proposed offers through direct mail, telemarketing, statement inserts, and statement messaging prior to execution.  The charges for Bank Enhancement Marketing Services will be billed to the applicable Cardholder’s Account when appropriate.  Bank shall have the right but not the obligation to immediately terminate any Bank Enhancement Marketing Services if and when either party:  (x) terminates this Agreement, (y) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (z) notifies the other of an intent to allow this Agreement to expire. In addition, Bank shall also adhere to the requirements set forth on Schedule 2.9 (c). 

2.10                       Ownership and Licensing of the Party’s Marks .  (a)  Subject to the other provisions of this Agreement, AMO hereby grants to Bank a non-exclusive (except as to branded credit account and card plans per Section 3.11), non-transferable license to use the AMO’s Marks solely in satisfaction of its duties, rights and obligations described in this Agreement, including without limitation, using same in a