8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2002

Encore Capital Group, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware	000-26489	48-1090909
(State or other jurisdiction of	(Commission File Number)	(I.R.S Employer
incorporation or organization)		Identification No.)

5775 Roscoe Court
San Diego, California 92123
(Address of Principal Executive Offices) (Zip Code)

(877) 445-4581
(Registrant's Telephone Number, Including Area Code)

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

(c)	Exhibits:
3.1	Bylaws, as amended
10.1	Sixth Amendment to Net Industrial Lease dated October 1, 2002
10.2	Option to Extend Term Lease Rider dated October 1, 2002
10.3	Fourth Amendment to Indenture and Servicing Agreement relating to the Warehouse Facility
10.4	Second Amendment to Indenture and Servicing Agreement relating to Midland Receivables-Backed Notes, Series 1999-1
10.5	Letter dated September 19, 2002 relating to third party service agreement

SIGNATURES

        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.

		Encore CAPITAL GROUP, INC.
Date:	November 8, 2002	By      /s/ Barry R. Barkley
			Barry R. Barkley
			Executive Vice President,
			Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit	Description
3.1	Bylaws, as amended
10.1	Sixth Amendment to Net Industrial Lease dated October 1, 2002
10.2	Option to Extend Term Lease Rider dated October 1, 2002
10.3	Fourth Amendment to Indenture and Servicing Agreement relating to the Warehouse Facility +
10.4	Second Amendment to Indenture and Servicing Agreement relating to Midland Receivables-Backed Notes, Series 1999-1 +
10.5	Letter dated September 19, 2002 relating to third party service agreement +

+ Certain confidential portions of these exhibits were omitted by redacting a portion of the text and replacing it with [***]. Unredacted versions of these exhibits have been filed separately with the Secretary of the Commission together with the Company's request for confidential treatment pursuant to Rule 406 under the Securities Act.

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EX-3.(II)

Exhibit 3.1

                                     BYLAWS
                                       OF
                           ENCORE CAPITAL GROUP, INC.
                       As amended through October 24, 2002

                 I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION

              1.01. Certain References. Any reference herein made to law will be
deemed to refer to the law of the State of Delaware, including any applicable
provision of Chapter 1 of Title 8 of the Delaware Code, or any successor
statutes, as from time to time amended and in effect (sometimes referred to
herein as the "Delaware General Corporation Law"). Any reference herein made to
the corporation's Certificate will be deemed to refer to its Certificate of
Incorporation and all amendments thereto as at any given time on file with the
Delaware Secretary of State (any reference herein to that office being intended
to include any successor to the incorporating and related functions being
performed by that office at the date of the initial adoption of these Bylaws).
Except as otherwise required by law, the term "stockholder" as used herein shall
mean one who is a holder of record of shares of the corporation.

              1.02. Seniority. The law and the Certificate (in that order of
precedence) will in all respects be considered senior and superior to these
Bylaws, with any inconsistency to be resolved in favor of the law and such
Certificate (in that order of precedence), and with these Bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency
which may then exist.

              1.03. Computation of Time. The time during which an act is
required to be done, including the time for the giving of any required notice
herein, shall be computed by excluding the first day or hour, as the case may
be, and including the last day or hour.

                                   II. OFFICES

              2.01. Principal Office. The principal office or place of business
of the corporation in the State of Delaware shall be the registered office of
the corporation in the State of Delaware. The corporation may change its
registered office from time to time in accordance with the relevant provisions
of the Delaware General Corporation Law. The corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.

                                III. STOCKHOLDERS

              3.01. Annual Stockholder Meeting. The annual meeting of
stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect by a plurality vote
members of the Board of Directors and transact such other business as may
properly be brought before the meeting.

              3.02. Special Stockholder Meetings. Unless otherwise prescribed by
law or by the Certificate of Incorporation, special meetings of stockholders,
for any purpose or purposes, may be called by the Chairman of the Board or the
President, and shall be called by the President or the Secretary upon a written
request signed by at least three members of the Board of Directors, or of the
holders of at least a majority of the issued and outstanding shares of capital
stock entitled to vote thereat. Any such written request by stockholders shall
state the purpose or purposes of the proposed meeting, and business to be
transacted at any such meeting shall be confined to the purposes stated in the
notice thereof and to such additional matters as the chairman of the meeting may
rule to be germane to such purposes.


              3.03. Notice of Stockholders Meetings.

                           (a) Required Notice. Except as otherwise allowed or
required by law, written notice stating the place, day and hour of any annual or
special stockholders meeting shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled to
vote at such meeting and to any other stockholder entitled to receive notice of
the meeting by law or the Certificate. Such notice may be given either
personally or by sending a copy thereof through the mail, by telegraph, by
private delivery service (including overnight courier), or by facsimile
transmission, charges prepaid, to each stockholder at his/her address as it
appears on the records of the corporation. If the notice is sent by mail, by
telegraph or by private delivery service, it shall be deemed to have been given
to the person entitled thereto when deposited in the United States mail or with
a telegraph office or private delivery service for transmission to such person.
If the notice is sent by facsimile transmission, it shall be deemed to have been
given upon transmission, if transmission occurs on a business day before 5:00
p.m. at the place of receipt, and upon the business day following transmission,
if transmission occurs after 5:00 p.m.

                           (b) Adjourned Meeting. If any stockholders meeting is
adjourned to a different date, time, or place, notice need not be given of the
new date, time, and place, if the new date, time, and place are announced at the
meeting at which the adjournment is taken. But if the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, then notice of the adjourned meeting shall be given
to each stockholder of record entitled to such notice pursuant to Section
3.03(a) above.

                           (c) Waiver of Notice. Any stockholder may waive
notice of a meeting (or any notice of any other action required to be given by
the Delaware General Corporation Law, the corporation's Certificate, or these
Bylaws), at any time before, during, or after the meeting or other action, by a
writing signed by the stockholder entitled to the notice. Each such waiver shall
be delivered to the corporation for inclusion in the minutes or filing with the
corporate
 records. Attendance of a stockholder at a meeting shall constitute a waiver of
notice of the meeting, except when the stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

                           (d) Contents of Notice. The notice of each special
stockholders meeting shall include a description of the purpose or purposes for
which the meeting is called. Except as required by law or the corporation's
Certificate, the notice of an annual stockholders meeting need not include a
description of the purpose or purposes for which the meeting is called.

              3.04. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors may fix a date as the record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors. In the case of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, such record date shall not be more than
sixty (60) days nor less than ten (10) days prior to the date of such meeting.
In the case of determining stockholders entitled to consent to corporate action
in writing without a meeting, the record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. In the case of determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the record date shall be not more than sixty (60) days prior to such action. If
no record date is so fixed by the Board of Directors, the record date for the
determination of stockholders shall be as provided in the Delaware General
Corporation Law.

                  When a determination of stockholders entitled to notice of or
to vote at any meeting of stockholders has been made as provided in this
Section, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date.

              3.05. Stockholder List. The officer who has charge of the stock
ledger of the corporation shall make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address and the
number of shares held by each. The stockholder list shall be available for
inspection by any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting at a place within the city where the meeting is to be held, which place
shall be specified in the meeting notice, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. Except as otherwise provided by
law, failure to comply with this section shall not affect the validity of any
action taken at the meeting.

                  3.06. Stockholder Quorum and Voting Requirements. Unless
otherwise provided in the Certificate or these Bylaws or required by law,

                           (a) a majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at a
meeting of stockholders;

                           (b) in all matters other than the election of
directors, the affirmative vote of the majority of shares voting for or against
the subject matter shall be the act of the stockholders;

                           (c) directors shall be elected by a plurality of the
votes cast at the meeting; and

                           (d) where a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative vote of the
majority of shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class.

                  Except as provided below, voting will be by ballot on any
question as to which a ballot vote is demanded prior to the time the voting
begins by any person entitled to vote on such question; otherwise, a voice vote
will suffice. Unless otherwise provided in the Certificate, all elections of
directors will be by written ballot. No ballot or change of vote will be
accepted after the polls have been declared closed following the ending of the
announced time for voting.

              3.07. Proxies. At all meetings of stockholders, a stockholder may
vote in person or by proxy duly executed in writing by the stockholder or the
stockholder's duly authorized attorney-in-fact. Such proxy shall comply with law
and shall be filed with the Secretary of the corporation or other person
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in the proxy. The burden of proving the validity of any
undated, irrevocable, or otherwise contested proxy at a meeting of the
stockholders will rest with the person seeking to exercise the same. A facsimile
appearing to have been transmitted by a stockholder or by such stockholder's
duly authorized attorney-in-fact may be accepted as a sufficiently written and
executed proxy.

              3.08. Voting of Shares. Unless otherwise provided in the
Certificate or the Delaware General Corporation Law, each outstanding share
entitled to vote shall be entitled to one (1) vote upon each matter submitted to
a vote at a meeting of stockholders.

              3.09. Election Inspectors. The Board of Directors, in advance of
any meeting of the stockholders, may appoint an election inspector or inspectors
to act at such meeting (and at any adjournment thereof). If an election
inspector or inspectors are not so appointed, the chairman of the meeting may,
or upon request of any person entitled to vote at the meeting will, make such
appointment. If any person appointed as an inspector fails to appear or to act,
a substitute may be appointed by the chairman of the meeting. If appointed, the
election inspector or inspectors (acting through a majority of them if there be
more than one) will determine the number of shares outstanding, the
authenticity, validity, and effect of proxies, the credentials of persons
purporting to be stockholders or persons named or referred to in proxies, and
the number of shares represented at the meeting in person and by proxy; will
receive and count votes, ballots, and consents and announce the results thereof;
will hear and determine all challenges and questions pertaining to proxies and
voting; and, in general, will perform such acts as may be proper to conduct
elections and voting with complete fairness to all stockholders. No such
election inspector need be a stockholder of the corporation.

              3.10. Organization and Conduct of Meetings. Each meeting of the
stockholders will be called to order and thereafter chaired by the Chairman of
the Board of Directors if there is one, or, if not, or if the Chairman of the
Board is absent or so requests, then by the President, or if both the Chairman
of the Board and the President are unavailable, then by such other officer of
the corporation or such stockholder as may be appointed by the Board of
Directors. The corporation's Secretary or in his or her absence, an Assistant
Secretary will act as secretary of each meeting of the stockholders. If neither
the Secretary nor an Assistant Secretary is in attendance, the chairman of the
meeting may appoint any person (whether a stockholder or not) to act as
secretary for the meeting. After calling a meeting to order, the chairman
thereof may require the registration of all stockholders intending to vote in
person and the filing of all proxies with the election inspector or inspectors,
if one or more have been appointed (or, if not, with the secretary of the
meeting). After the announced time for such filing of proxies has ended, no
further proxies or changes, substitutions, or revocations of proxies will be
accepted. If directors are to be elected, a tabulation of the proxies so filed
will, if any person entitled to vote in such election so requests, be announced
at the meeting (or adjournment thereof) prior to the closing of the election
polls. Absent a showing of bad faith on his or her part, the chairman of a
meeting will, among other things, have absolute authority to fix the period of
time allowed for the registration of stockholders and the filing of proxies, to
determine the order of business to be conducted at such meeting, and to
establish reasonable rules for expediting the business of the meeting and
preserving the orderly conduct thereof (including any informal, or question and
answer portions thereof).

              3.11. Stockholder Approval or Ratification. The Board of Directors
may submit any contract or act for approval or ratification of the stockholders
at a duly constituted meeting of the stockholders. Except as otherwise required
by law, if any contract or act so submitted is approved or ratified by a
majority of the votes cast thereon at such meeting, the same will be valid and
as binding upon the corporation and all of its stockholders as it would be if it
were the act of its stockholders.

              3.12. Informalities and Irregularities. All informalities or
irregularities in any call or notice of a meeting of the stockholders or in the
areas of credentials, proxies, quorums, voting, and similar matters, will be
deemed waived if no objection is made at the meeting.

              3.13. Stockholder Action by Written Consent. Any action required
or permitted to be taken at a meeting of the stockholders may be taken without a
meeting if one (1) or more consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Each consent shall bear the date of signature of each stockholder who
signs the consent. The consents shall be delivered to the corporation in
accordance with law for inclusion in the minutes or filing with the corporate
record. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented to the action.

                  3.14. Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors of the corporation. Nominations of persons for election to the Board
of Directors may be made at any annual meeting of stockholders (a) by or at the
direction of the Board of Directors (or any duly authorized commit tee thereof)
or (b) by any stockholder of the corporation (i) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 3.14 and on
the record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 3.14.

         In addition to any other applicable requirements, for a nomination to
be made by a stock holder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the corporation, as
prescribed below.

         No person shall be elected to the Board of Directors of this
corporation at an annual meeting of the stockholders, or at a special meeting
called for that purpose, unless, with respect to a person nominated by a
stockholder of the corporation, a written notice of nomination of such person by
the stockholder shall have been received by the Secretary of the corporation not
earlier than one hundred and twenty (120) days and not later than ninety (90)
days prior to the anniversary date of the immediately preceding annual meeting
if an annual meeting, or seven (7) days after notice of the meeting is mailed to
stockholders if a special meeting. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the stockholder
is a holder of record of stock of the corporation entitled to vote at such
meeting (including the number of shares of stock of the corporation owned
beneficially or of record by such stockholder and the nominee or nominees) and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholders and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the corporation if so elected.

                  No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 3.14. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.

                  Notwithstanding compliance with the foregoing provisions, the
Board of Directors shall not be obligated to include information as to any
stockholder nominee for director in any proxy statement or other communication
sent to stockholders.

                  3.15. Business at Annual Meetings. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by any
stockholder of the corporation (i) who is a stock holder of record on the date
of the giving of the notice provided for in this Section 3.15 and on the record
date for the determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set forth in this
Section 3.15.

                  In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the corporation.

                  To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Company not earlier than one hundred and twenty (120) days and not later than
ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs.

                  To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
corporation that are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business

and (v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.

                  No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 3.15, provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 3.15 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an annual
meeting determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the business was not properly brought before the meeting and
such business shall not be transacted.

                             IV. BOARD OF DIRECTORS

              4.01. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors.

              4.02. Number, Tenure, and Qualification of Directors. Unless
otherwise provided in the Certificate, the authorized number of directors shall
be not less than one nor more than nine. The number of directors in office from
time to time shall be within the limits specified above, as prescribed initially
in the Certificate, or by the incorporator or incorporators of the corporation,
or by the initial director or directors of the corporation and thereafter as
prescribed from time to time by resolution adopted by either the stockholders or
by the Board of Directors upon the affirmative vote of a majority of the
directors then in office. The Board of Directors, upon the affirmative vote of a
majority of the directors then in office, shall have the power to increase or
decrease its size within the aforesaid limits and to fill any vacancies that may
occur in its membership, whether resulting from an increase in the size of the
Board or otherwise. Each director shall hold office until his or her successor
shall have been duly elected and qualified or until his or her earlier
resignation or removal. Unless required by the Certificate, directors do not
need to be residents of the State of Delaware or stockholders of the
corporation.

              4.03. Regular Meetings of the Board of Directors. A regular annual
meeting of the Board of Directors is to be held as soon as practicable after the
adjournment of each annual meeting of the stockholders, either at the place of
the stockholders meeting or at such other place as the directors elected at the
stockholders meeting may have been informed of at or prior to the time of their
election. Additional regular meetings may be held at regular intervals at such
places and at such times as the Board of Directors may determine.

              4.04. Special Meetings of the Board of Directors. Special meetings
of the Board of Directors may be held whenever and wherever called for by the
Chairman of the Board, the President, or the number of directors that would be
required to constitute a quorum.

              4.05. Notice of, and Waiver of Notice for, Directors Meetings. No
notice need be given of regular meetings of the Board of Directors. Notice of
the time and place (but not necessarily the purpose or all of the purposes) of
any special meeting will be given to each director in person or by telephone, or
via mail or facsimile transmission or electronic transmission (which shall
include electronic e-mail via the internet). Notice to any director of any such
special meeting will be deemed given sufficiently in advance when (i), if given
by mail, the same is deposited in the United States mail at least four (4) days
before the meeting date, with postage thereon prepaid, (ii), if given by
facsimile or electronic transmission, the same is transmitted at least 24 hours
prior to the convening of the meeting, or (iii), if personally delivered
(including by overnight courier) or given by telephone, the same is handed, or
the substance thereof is communicated over the telephone to the director or to
an adult member of his or her office staff or household, at least 24 hours prior
to the convening of the meeting. Any director may waive notice of any meeting
and any adjournment thereof at any time before, during, or after it is held, as
provided by law. Except as provided in the next sentence below, the waiver must
be (a) in writing, signed by the director entitled to the notice, and filed with
the minutes or corporate records, or (b) by electronic transmission identifying
the party waiving notice, and printed out in paper form and filed with the
minutes or corporate records. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

              4.06. Director Quorum. A majority of the total number of directors
then in office shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, unless the Certificate requires a greater
number.

              4.07. Directors, Manner of Acting.

                           (a) The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the Certificate or these Bylaws require a greater
percentage and except as otherwise required by law.

                           (b) Unless the Certificate provides otherwise, any or
all directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, conference telephone or similar communications
equipment by means of which all persons participating in the meeting may hear
each other, in which case any required notice of such meeting may generally
describe the arrangements (rather than or in addition to the place) for the
holding thereof. A director participating in a meeting by this means is deemed
to be present in person at the meeting.

                           (c) A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless: (1) the
director objects at the beginning of the meeting (or promptly upon his/her
arrival) to holding it or transacting business at the meeting; or (2) his/her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (3) he/she delivers written notice of his/her dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
corporation before 5:00 p.m. on the next business day after the meeting. The
right of dissent or abstention is not available to a director who votes in favor
of the action taken.

              4.08. Director Action Without a Meeting. Unless the Certificate
provides otherwise, any action required or permitted to be taken by the Board of
Directors at a meeting may be taken without a meeting if the action is taken by
unanimous written consent of the Board of Directors as evidenced by one (1) or
more written consents describing the action taken, signed by each director and
filed with the minutes or proceedings of the Board of Directors.

              4.09. Removal of Directors by Stockholders. Except as limited by
law, to the extent provided in the Certificate, any director or the entire Board
of Directors may be removed, with or without cause, by the holders of two-thirds
of the shares entitled to vote at an election of directors.

              4.10. Board of Director Vacancies. Unless the Certificates
provides otherwise and except as otherwise provided by law, any vacancy or newly
created directorship may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.

              4.11. Director Compensation. Unless otherwise provided in the
Certificate, by resolution of the Board of Directors, each director may be paid
his/her expenses, if any, of attendance at each meeting of the Board of
Directors or any committee thereof, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the Board of Directors or any
committee thereof, or both. No such payment shall preclude any director from
serving the corporation in any capacity and receiving compensation therefor.

              4.12. Director Committees.

                           (a) Creation of Committees. Unless the Certificate
provides otherwise, the Board of Directors may create one (1) or more committees
and appoint members of the Board of Directors to serve on them. Each committee
shall have one (1) or more members, who serve at the pleasure of the Board of
Directors.

                           (b) Selection of Members. The creation of a committee
and appointment of members to it shall be approved by the greater of (1)
two-thirds of all the directors in office when the action is taken or (2) the
number of directors required by the Certificate to take such action. The Board
of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he/she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.

                           (c) Required Procedures. Sections 4.03 through 4.08
of this Article IV, which govern meetings, action without meetings, notice and
waiver of notice, and quorum and voting requirements of the Board of Directors,
apply to committees and their members.

                           (d) Authority. Unless limited by the Certificate and
except to the extent limited by law, each committee may exercise those aspects
of the authority of the Board of Directors which the Board of Directors confers
upon such committee in the resolution creating the committee.

              4.13. Director Resignations. Any director or committee member may
resign from his or her office at any time by written notice delivered to the
corporation as required by law. Any such resignation will be effective upon its
receipt unless some later time is therein fixed, and then from that time. The
acceptance of a resignation will not be required to make it effective.

              4.14. Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such director's vote
is counted for such purpose if (i) the material facts as to such director's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
such director's relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   V. OFFICERS

              5.01. Number of Officers. The officers of the corporation shall be
a President, a Secretary, and a Treasurer, each of whom shall be appointed by
the Board of Directors. Such other officers and assistant officers as may be
deemed necessary, including any Vice Presidents, may be appointed by the Board
of Directors. If specifically authorized by the Board of Directors, an officer
may appoint one (1) or more other officers or assistant officers. The same
individual may simultaneously hold more than one (1) office in the corporation.

              5.02. Appointment and Term of Office. The officers of the
corporation shall be appointed by the Board of Directors for a term as
determined by the Board of Directors. The designation of a specified term grants
to the officer no contract rights, and the Board of Directors can remove the
officer at any time prior to the termination of such term. If no term is
specified, an officer of the corporation shall hold office until he or she
resigns, dies, or until he or she is removed in the manner provided by law or in
Section 5.03 of this Article V. The regular election or appointment of officers
will take place at each annual meeting of the Board of Directors, but elections
of officers may be held at any other meeting of the Board.

              5.03. Resignation and Removal of Officers. An officer may resign
at any time by delivering written notice to the corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date or event. Any officer may be removed by the Board of Directors at
any time, with or without cause. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Appointment of an officer
shall not of itself create contract rights.

              5.04. Duties of Officers. Officers of the corporation shall have
authority to perform such duties as may be prescribed from time to time by law,
in these Bylaws, or by the Board of Directors, the President, or the superior
officer of any such officer. Each officer of the corporation (in the order
designated herein or by the Board) will be vested with all of the powers and
charged with all of the duties of his or her superior officer in the event of
such superior officer's absence, death, or disability.

              5.05. Bonds and Other Requirements. The Board of Directors may
require any officer to give bond to the corporation (with sufficient surety and
conditioned for the faithful performance of the duties of his or her office) and
to comply with such other conditions as may from time to time be required of him
or her by the Board of Directors.

              5.06. President. Unless otherwise specified by resolution of the
Board of Directors, the President shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors, shall
supervise and control all of the business and affairs of the corporation and the
performance by all of its other officers of their respective duties and in
general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
The President shall, when present, and in the absence of a Chairman of the
Board, preside at all meetings of the stockholders and of the Board of
Directors. The President will be a proper officer to sign on behalf of the
corporation any deed, bill of sale, assignment, option, mortgage, pledge, note,
bond, evidence of indebtedness, application, consent (to service of process or
otherwise), agreement, indenture, contract, or other instrument, except in each
such case where the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or executed.
The President may represent the corporation at any meeting of the stockholders
or members of any other corporation, association, partnership, joint venture, or
other entity in which the corporation then holds shares of capital stock or has
an interest, and may vote such shares of capital stock or other interest in
person or by proxy appointed by him or her, provided that the Board of Directors
may from time to time confer the foregoing authority upon any other person or
persons.

              5.07. The Vice-President. If appointed, in the absence of the
President or in the event of his/her death or disability, the Vice-President (or
in the event there be more than one Vice-President, the Vice-Presidents in the
order designated at the time of their election, or in the absence of any such
designation, then in the order of their appointment) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. If there is no Vice-President or in
the event of the death or disability of all Vice-Presidents, then the Treasurer
shall perform such duties of the President in the event of his or her absence,
death, or disability. Each Vice-President will be a proper officer to sign on
behalf of the corporation any deed, bill of sale, assignment, option, mortgage,
pledge, note, bond, evidence of indebtedness, application, consent (to service
of process or otherwise), agreement, indenture, contract, or other instrument,
except in each such case where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed. Any Vice-President may represent the corporation at any
meeting of the stockholders or members of any other corporation, association,
partnership, joint venture, or other entity in which the corporation then holds
shares of capital stock or has an interest, and may vote such shares of capital
stock or other interest in person or by proxy appointed by him or her, provided
that the Board of Directors may from time to time confer the foregoing authority
upon any other person or persons. A Vice-President shall perform such other
duties as from time to time may be assigned to him/her by the President or by
the Board of Directors.

              5.08. The Secretary. The Secretary shall: (a) keep the minutes of
the proceedings of the stockholders and of the Board of Directors and any
committee of the Board of Directors and all unanimous written consents of the
stockholders, Board of Directors, and any committee of the Board of Directors in
one (1) or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law; (c) be custodian of the corporate records and of any seal of the
corporation; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the address of each stockholder which shall
be furnished to the Secretary by such stockholder; and (f) in general perform
all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him/her by the President or by the Board of
Directors. Except as may otherwise be specifically provided in a resolution of
the Board of Directors, the Secretary will be a proper officer to take charge of
the corporation's stock transfer books and to compile the voting record pursuant
to Section 3.05 above, and to impress the corporation's seal, if any, on any
instrument signed by the President, any Vice President, or any other duly
authorized person, and to attest to the same. In the absence of the Secretary, a
secretary pro tempore may be chosen by the directors or stockholders as
appropriate to perform the duties of the Secretary.

              5.09. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such bank, trust companies, or other depositories as shall be
selected by the Board of Directors or any proper officer; (c) keep full and
accurate accounts of receipts and disbursements in books and records of the
corporation; and (d) in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to
him/her by the President or by the Board of Directors. The Treasurer will render
to the President, the directors, and the stockholders at proper times an account
of all his or her transactions as Treasurer and of the financial condition of
the corporation. The Treasurer shall be responsible for preparing and filing
such financial reports, financial statements, and returns as may be required by
law.

              5.10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and the Assistant Treasurers, when authorized by the Board
of Directors, may sign with the President or a Vice-President certificates for
shares of the corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties as shall be assigned to them
by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors.

              5.11. Chairman of the Board. The Board of Directors may elect a
Chairman to serve as a general executive officer of the corporation, and, if
specifically designated as such by the Board of Directors, as the chief
executive officer of the corporation. If elected, the Chairman will preside at
all meetings of the Board of Directors and be vested with such other powers and
duties as the Board of Directors may from time to time delegate to him or her.

              5.12. Salaries. The salaries of the officers of the corporation
may be fixed from time to time by the Board of Directors or (except as to the
President's own) left to the discretion of the President. No officer will be
prevented from receiving a salary by reason of the fact that he or she is also a
director of the corporation.

              5.13. Additional Appointments. In addition to the officers
contemplated in this Article V, the Board of Directors may appoint other agents
of the corporation with such authority to perform such duties as may be
prescribed from time to time by the Board of Directors.

                 VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

              6.01. Certificates for Shares.

                           (a) Content. Certificates representing shares of the
corporation shall, at a minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of the State of Delaware, the
name of the person to whom issued, and the number and class of shares and the
designation of the series, if any, the certificate represents. Such certificates
shall be signed (either manually or by facsimile to the extent allowable by law)
by any of the Chairman of the Board, the President, or any Vice-President and by
the Secretary or any assistant secretary or the Treasurer or any assistant
treasurer of the corporation, and may be sealed with a corporate seal or a
facsimile thereof. Each certificate for shares shall be consecutively numbered
or otherwise identified and will exhibit such information as may be required by
law. If a supply of unissued certificates bearing the facsimile signature of a
person remains when that person ceases to hold the office of the corporation
indicated on such certificates or ceases to be the transfer agent or registrar
of the corporation, they may still be issued by the corporation and
countersigned, registered, issued, and delivered by the corporation's transfer
agent and/or registrar thereafter, as though such person had continued to hold
the office indicated on such certificate.

                           (b) Legend as to Class or Series. If the corporation
is authorized to issue different classes of shares or different series within a
class, the powers, designations, preferences, and relative, participating,
optional, or other special rights applicable to each class or series and the
qualifications, limitations, or restrictions of such preference and/or rights
shall be set forth in full or summarized on the front or back of each
certificate as required by law. Alternatively, each certificate may state on its
front or back that the corporation will furnish a stockholder this information
on request and without charge.

                           (c) Stockholder List. The name and address of the
person to whom shares are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation.

                           (d) Lost Certificates. In the event of the loss,
theft, or destruction of any certificate representing shares of the corporation
or of any predecessor corporation, the corporation may issue (or, in the case of
any such shares as to which a transfer agent and/or registrar have been
appointed, may direct such transfer agent and/or registrar to countersign,
register, and issue) a new certificate, and cause the same to be delivered to
the registered owner of the shares represented thereby; provided that such owner
shall have submitted such evidence showing the circumstances of the alleged
loss, theft, or destruction, and his, her, or its ownership of the certificate,
as the corporation considers satisfactory, together with any other facts that
the corporation considers pertinent; and further provided that, if so required
by the corporation, the owner shall provide a bond or other indemnity in form
and amount satisfactory to the corporation (and to its transfer agent and/or
registrar, if applicable).

              6.02. Registration of the Transfer of Shares. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the corporation will be
entitled to treat the registered owner of any share of the capital stock of the
corporation as the absolute owner thereof and, accordingly, will not be bound to
recognize any beneficial, equitable, or other claim to, or interest in, such
share on the part of any other person, whether or not it has notice thereof,
except as may expressly be provided by applicable law, including as may be
contemplated by Title 6, Subtitle I, Article 8 of the Delaware code (or any
comparable successor statutes), as in effect from time to time.

              6.03. Shares Without Certificates. The Board of Directors may
authorize the issuance of uncertificated shares by the corporation and may
prescribe procedures for the issuance and registration of transfer thereof and
with respect to such other matters as the Board of Directors shall deem
necessary or appropriate.

                               VII. DISTRIBUTIONS

              7.01. Distributions. Subject to such restrictions or requirements
as may be imposed by applicable law or the corporation's Certificate or as may
otherwise be binding upon the corporation, the Board of Directors may from time
to time declare, and the corporation may pay or make, dividends or other
distributions to its stockholders.

                              VIII. CORPORATE SEAL

              8.01. Corporate Seal. The Board of Directors may provide for a
corporate seal of the corporation that will have inscribed thereon any
designation including the name of the corporation, Delaware as the state of
incorporation, the year of incorporation, and the words "Corporate Seal."

                                 IX. AMENDMENTS

              9.01. Amendments. If the Certificate so provides, the
corporation's Board of Directors may amend or repeal the corporation's Bylaws
unless the Certificate or the Delaware General Corporation Law reserve any
particular exercise of this power exclusively to the stockholders in whole or
part; provided, that any amendment of the corporation's Bylaws that revises the
requirement in Section 4.02 and/or Section 4.12 for an affirmative vote of at
least two-thirds of the corporation's directors then in office shall require the
affirmative vote of at least two-thirds of the corporation's directors then in
office. The corporation's stockholders may amend or repeal the corporation's
Bylaws by the affirmative vote of the holders of at least two-thirds of the
issued and outstanding capital stock of the corporation entitled to vote
thereon, even though the Bylaws may also be amended or repealed by its Board of
Directors.

EX-10

Exhibit 10.1

Sixth Amendment to Net Industrial Lease

This Sixth Amendment to Lease (the “Amendment”) dated October 1, 2002 is made by and between Jerrold D. Monkarsh and Joyce Monkarsh (“Landlord”) and Midland Credit Management, Inc., a Kansas corporation (“Tenant”), who have entered into this Sixth Amendment with reference to the following facts:

      A.      Landlord’s predecessors in interest, 4405 E. Baseline Road Limited Partnership and SOFI IV-SPM Portfolio VII, and Tenant entered into that certain Net Industrial Lease dated the 19th day of November 1997, the First Amendment to Net Industrial Lease dated June 22, 1998, the Second Amendment to Net Industrial Lease dated August 28, 1998, the Third Amendment to Net Industrial Lease, the Fourth Amendment to Net Industrial Lease dated November 6, 1998, the Waiver of Purchase Right dated November 14, 2000 and the Fifth Amendment to Net Industrial Lease dated November 14, 2000 (the “Lease”) for approximately 62,611 square feet of space located at 4302 & 4310 E. Broadway, including the Wood Street parking lot, Phoenix, Arizona and as shown on the attached Exhibit “ 1”(the “Property”).

     B.      Landlord and Tenant now desire to amend the Lease by extending the Term and other provisions of the Lease.

Therefore, it is agreed to amend the Lease as follows:

     1.      Term: The Term of the Lease is hereby extended to September 30, 2008.

      2.      Base Rent: Commencing on November 1, 2002 the monthly Base Rent shall be as follows:

Months	Monthly Amount
11/01/02	$       8,703	per month NNN
12/01/02 - 03/31/03	$28,000.00	per month NNN
04/01/03 - 09/30/03	$         0.00	per month NNN
10/01/03 - 09/30/04	$28,000.00	per month NNN
10/01/04 - 09/30/08	$32,470.00	per month NNN

      3.      Parking: Tenant shall have the exclusive use of all parking spaces located on the Property, including the Wood Street parking lot shown on Exhibit "1", for the Term of the Lease including any extensions of the Term as provided for in the Option to Extend Term Lease Rider attached hereto.

     4.      Option to Extend: Tenant shall have two (2) options to extend the Term of the Lease, each for a period of five (5) years in accordance with the Option to Extend Term Lease Rider attached hereto and incorporated into this Amendment. Any prior options Tenant may have had are null and void and of no force or effect.

      5.      Tenant Improvement Allowance: Tenant may complete certain improvements to the Property and in consideration of Tenant making such improvements Landlord will pay Tenant $150,000.00 towards the costs of such improvements. Such payment by Landlord shall be payable to Tenant upon full execution of this Amendment by Landlord and Tenant. Landlord agrees that its consent to such improvements pursuant to Section 7.5(a) of the Lease shall not be unreasonably withheld or delayed.

     6.       Assignment and Subletting: Paragraph 12.1 of the Lease (Landlord's Consent Required) is hereby amended by adding the following to the end of Paragraph 12.1:

“Notwithstanding the foregoing, Tenant may assign this Lease without Landlord's consent, to any corporation, which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger of or consolidation with Tenant (“Tenant's Affiliate”). Tenant may also sublease all or a portion of the Property without Landlord's consent to Tenant's Affiliate. In any such case, any Tenant's Affiliate shall assume in writing all of Tenant's obligations under this Lease.”

     7.       Assignment and Subletting: Paragraph 12.4 of the lease (No Financial Gain) is hereby deleted in its entirety and replaced with the following:

“Provided Tenant has assigned or subleased the Property pursuant to the terms and conditions contained herein and Tenant is not in default under any of the terms and conditions of the Lease (past any applicable cure periods specified in the Lease), Tenant shall be entitled to retain one hundred percent (100%) of any profits Tenant receives from such assignment or sublease. Notwithstanding the foregoing, Tenant may not collect in advance of the date such amount would be due any rent or other amounts paid to Tenant for such assignment or sublease, including "key" money, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, in an amount that is greater than two (2) times the then monthly rent payable pursuant to the Lease.”

     8.       Brokerage Commission: When this Amendment is signed by and delivered to both Landlord and Tenant, Landlord shall pay a real estate commission to Tenant's Broker, Grubb & Ellis Company, equal to 5% of the base rent payable during the extended term from September 1, 2003 through September 30, 2008. Nothing contained in this Lease shall impose any obligation on Landlord to pay a commission or fee to any party other than as provided for herein. Landlord and Tenant each warrant that they have dealt with no other real estate broker(s) in connection with this transaction except: no broker, who represents Landlord and Grubb & Ellis Company, who represents Tenant.

      9.       Privilege Tax: All Arizona state and local taxes are to be paid by Tenant and shall be added to all payments due by Tenant under the terms of the Lease and this Amendment.

      10.       Binding Force: Submission of this Amendment is not an offer to amend the Lease. This Amendment shall become binding upon Landlord and Tenant only when the Amendment is fully executed and delivered by both parties hereto. In the event Landlord or Tenant does not execute and deliver the Amendment, then the Amendment shall be void and of no force or effect.

      11.       Ratification of the Lease: The terms of the Lease are amended to reflect the changes set forth above. In all other respects the terms of the Lease shall be in full force and effect. In the event of any conflict between this Amendment and the Lease, the terms of this Amendment shall be deemed controlling.

     12.       Capitalized Terms: Except as otherwise expressly provided herein, the capitalized terms and phrases in this Amendment shall have the same meanings as are given such terms in the Lease.

     13.       Authority: If Tenant is a corporation, trust, general or limited partnership, each individual executing this Amendment on behalf of such entity represents and warrants that he or she is a duly authorized to execute and deliver this Amendment on behalf of said entity.

Landlord	Tenant
Jerrold D. Monkarsh and Joyce Monkarsh	Midland Credit Management, Inc., a Kansas corporation
By: /s/ Jerrold D. Monkarsh	By: /s/ Carl C. Gregory, III
Jerrold D. Monkarsh, individually and as agent
for Joyce Monkarsh
	Its: President
	Date: October 16, 2002

EX-10

Exhibit 10.2

OPTION TO EXTEND TERM LEASE RIDER

This Rider is attached to and made part of that certain Sixth Amendment dated October 1, 2002 (the “Amendment”) between, Jerrold D. Monkarsh and Joyce Monkarsh (“Landlord”), and Midland Credit Management, Inc., a Kansas corporation (“Tenant”), covering the Property commonly known as 4302 & 4310 E. Broadway, Phoenix, Arizona (the “Property”). The terms used herein shall have the same definitions as set forth in the Amendment and the Lease. The provisions of this Rider shall supersede any inconsistent or conflicting provisions of the Lease.

A.          Option(s) to Extend Term.

1.

Grant of Option.

Landlord hereby grants to Tenant two (2) options (the “Option”) to extend the Lease Term for additional term(s) of five (5) years (the “Extension”), on the same terms and conditions as set forth in the Lease, but at a rent determined as set forth below. Each Option shall be exercised only by written notice delivered to Landlord at least one hundred eighty (180) days before the expiration of the Lease Term. If Tenant fails to deliver Landlord written notice of exercise of an Option within the prescribed time period, such Option shall lapse, and there shall be no further right to extend the Lease Term. The Option shall be exercisable by Tenant on the express conditions that (a) at the time of the exercise, and at all times prior to the commencement of such Extension, Tenant shall not be in default under any of the provisions of the Lease (past any applicable cure periods specified in the Lease) and (b) Tenant has not been ten (10) or more days late in the payment of rent more than a total of three (3) times during the Lease Term.

2.

Personal Options.

The Option is personal to the Tenant named above or any Tenant’s Affiliate described in Paragraph 12.1 of the Lease. If Tenant subleases the entire Property or assigns or otherwise transfers its entire interest under the Lease to any entity other than a Tenant Affiliate prior to the exercise of an Option (whether with or without Landlord’s consent), such Option shall lapse. If Tenant subleases the entire Property or assigns or otherwise transfers the entire interest of Tenant under the Lease to any entity other than a Tenant Affiliate after the exercise of an Option but prior to the commencement of the respective Extension (whether with or without Landlord’s consent), such Option shall lapse and the Lease Term shall expire as if such Option were not exercised. If Tenant subleases the entire Property or assigns or otherwise transfers the entire interest of Tenant under the Lease in accordance with Section 12 of the Lease after the exercise of an Option and after the commencement of the Extension related to such Option, then the term of the Lease shall expire upon the expiration of the Extension during which such sublease or transfer occurred and only the succeeding Options shall lapse.

B.          Calculation of Rent.

The Base Rent during the Extension(s)shall be determined by one or a combination of the following methods (INDICATE METHOD UPON EXECUTION OF THE LEASE):

      1.     Cost of Living Adjustment (Section B.1, below)

Rental Adjustment Date(s): The first day of the ____________ month(s) of the______________ Extension(s) of the Lease Term with an annual increase of a minimum of three percent (3%) and a maximum of six percent (6%).

      2.       Fair Rental Value Adjustment (Section B.2, below) as determined by          appraiser           or broker.

Rental Adjustment Date(s): The first day of the first (1^st) month(s) of first and second Extension(s) of the Lease Term.

Initials: _________

Initials: _________

Page 1 of 3

      3.      Fixed Adjustment

The Base Rent shall be increased to the following amounts (the “Adjusted Base Rent(s)”) on the dates (the “Rental Adjustment Date(s)”) set forth below:

Rental Adjustment Date(s)	Adjusted Base Rent(s)
	$
	$
	$
	$

         2.      Fair Rental Value Adjustment.

The Base Rent shall be increased on the date(s) specified in Section B.2, above (the “Rental Adjustment Date(s)”) to ninety-five percent (95%) of the “fair rental value” of the Property, determined in the following manner:

(a)      Not later than one hundred twenty (120) days prior to any applicable Rental Adjustment Date, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the fair rental value of the Property as of such Rental Adjustment Date. If Landlord and Tenant have not agreed upon the fair rental value of the Property at lease ninety (90) days prior to the applicable Rental Adjustment Date, the fair rental value shall be determined by appraisal, by one or more brokers (herein called “Broker(s)”), as provided in Section B.2(b), below. Such Broker(s) shall have at least five (5) years’ experience in the sales and leasing of commercial/industrial real property in the area in which the Property is located and shall be members of professional organizations such as the Society of Industrial and Office Realtors or equivalent.

(b)      If Landlord and Tenant are not able to agree upon the fair rental value of the Property within the prescribed time period, then Landlord and Tenant shall attempt to agree in good faith upon a single Broker not later than seventy-five (75) days prior to the applicable Rental Adjustment Date. If Landlord and Tenant are unable to agree upon a single Broker within such time period, then Landlord and Tenant shall each appoint one Broker not later than sixty-five (65) days prior to the applicable Rental Adjustment Date. Within ten (10) days thereafter, the two (2) appointed Brokers shall appoint a third (3rd) Broker. If either Landlord or Tenant fails to appoint its Broker within the prescribed time period, the single Broker appointed shall determine the fair rental value of the Property. If both parties fail to appoint Brokers within the prescribed time periods, then the first Broker thereafter selected by a party shall determine the fair rental value of the Property. Solely for the purpose of calculating the fair rental value of the Property pursuant to this Section, each party shall bear the cost of its own Broker and the parties shall share equally the cost of the single or third Broker, if applicable. Nothing in this Section is intended to create an obligation of either party to pay a brokerage commission or fee with respect to any Extension of the Lease.

(c)      For the purposes of such appraisal, the term “fair market value” shall mean the price that a ready and willing tenant would pay, as of the applicable Rental Adjustment Date, as monthly rent to a ready and willing landlord of property comparable to the Property if such property were exposed for lease on the open market for a reasonable period of time and taking into account all of the purposes for which such property may be used. The fair rental value of the Property shall also include annual rental escalations during the Extension, leasing concessions and tenant improvement allowances, if any, in accordance with prevailing market customs and practices for properties comparable to the Property. If a single Broker is chosen, then such Broker shall determine the fair rental value of the Property. Otherwise, the fair rental value of the Property shall be the arithmetic average of the two (2) of the three (3) appraisals which are closest in amount, an the third appraisal shall be disregarded. Landlord and Tenant shall instruct the Broker(s) to complete the determination of the fair rental value not later than thirty (30) days prior to the applicable Rental Adjustment Date. If the fair rental value is not determined prior to the applicable Rental Adjustment Date, then Tenant shall continue to pay to Landlord the Base Rent applicable to the Property immediately prior to such Extension, until the fair rental value is determined. When the fair rental value of the Property is determined, Landlord shall deliver notice thereof to Tenant, and Tenant shall pay to Landlord, within ten (10) days after receipt of such notice, the difference between the Base Rent actually paid by Tenant to Landlord and the new Base Rent determined hereunder.

Initials: _________

Initials: _________

Page 2 of 3

		“LANDLORD”
Signed on October 18, 2002	Jerrold D. Monkarsh and Joyce Monkarsh
		By:	/s/ Jerrold D. Monkarsh
			Jerrold D. Monkarsh, individually and as agent for Joyce Monkarsh
		“TENANT”
Signed on October 16, 2002	Midland Credit Management, Inc., a Kansas corportation
		By:	/s/ Carl C. Gregory, III
		Its:	President

Initials: _________

Initials: _________

Page 3 of 3

EX-10

                                                                   Exhibit 10.3

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



                                FOURTH AMENDMENT

                                       TO

                        INDENTURE AND SERVICING AGREEMENT

                    (Floating Rate Midland Receivables-Backed
                     Variable Funding Notes, Series 1999-A)

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

                        MIDLAND FUNDING 98-A CORPORATION,
                                    as Issuer

                                       and

                        MIDLAND CREDIT MANAGEMENT, INC.,
                                   as Servicer

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                         as Trustee and Backup Servicer

                                       and

                          RADIAN ASSET ASSURANCE INC.,
                                 as Note Insurer

                                       and

             BANCO SANTANDER CENTRAL HISPANO, S.A., NEW YORK BRANCH,
                                       and
                            WAREHOUSE LINE , L.L.C.,
                                 as Noteholders

                         Dated as of September 30, 2002

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





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

                                FOURTH AMENDMENT
                                       TO
                        INDENTURE AND SERVICING AGREEMENT
                    (Floating Rate Midland Receivables-Backed
                     Variable Funding Notes, Series 1999-A)

         This Fourth Amendment to Indenture and Servicing Agreement, dated as of
September 30, 2002 (this "Fourth Amendment"), is executed by and among Midland
Funding 98-A Corporation, as issuer (the "Issuer"), Wells Fargo Bank Minnesota,
National Association (formerly known as Norwest Bank Minnesota, National
Association), as trustee (in such capacity, the "Trustee"), and as backup
Servicer (in such capacity, the "Backup Servicer"), Midland Credit Management,
Inc., as servicer (the "Servicer"), Radian Asset Assurance Inc. (formerly known
as Asset Guaranty Insurance Company), as note insurer (the "Note Insurer") and
Banco Santander Central Hispano, S.A., New York Branch and Warehouse Line,
L.L.C., as noteholders (collectively, the "Noteholders"). Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to such terms
in the Indenture and Servicing Agreement (as defined below).

                                    RECITALS

         WHEREAS, the Issuer, the Trustee, the Backup Servicer, the Servicer and
the Note Insurer are parties to an Indenture and Servicing Agreement dated as of
March 31, 1999 (the "Original Indenture"), as amended by the First Amendment to
Indenture and Servicing Agreement dated as of June 17, 1999 (the "First
Amendment"), the Second Amendment to Indenture and Servicing Agreement dated as
of January 31, 2000 (the "Second Amendment"), and the Third Amendment to the
Indenture and Servicing Agreement dated as of September 22, 2000 (the "Third
Amendment", and together with the Original Indenture, the First Amendment and
the Second Amendment, collectively, the "Indenture and Servicing Agreement")
relating to the Floating Rate Midland Receivables-Backed Variable Funding Notes,
Series 1999-A;

         WHEREAS, the Issuer, the Servicer, the Trustee, the Backup Servicer,
the Note Insurer and the Noteholders desire to make certain amendments to the
Indenture and Servicing Agreement;

         WHEREAS, the Noteholders are the only holders of the Notes issued by
the Issuer pursuant to the Indenture and Servicing Agreement on the date hereof;
and

         WHEREAS, Section 12.01 of the Indenture and Servicing Agreement permits
amendment of the Indenture and Servicing Agreement on the terms and subject to
the conditions provided therein.

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, each party agrees as follows for the benefit of the other parties and
the Noteholders to the extent provided herein:

                                   ARTICLE I
                                   AMENDMENTS


SECTION  1. Amendments to Indenture and Servicing Agreement.  Subject to the
terms and conditions set forth herein, the Indenture and Servicing Agreement is
amended, as of the Amendment Effective Date, as follows:

(a)      Each reference to "Norwest Bank Minnesota, National Association" in the
         Indenture and Servicing Agreement shall be read and
         construed as a reference to "Wells Fargo Bank Minnesota,
         National Association".

(b)      Each reference to "Asset Guaranty Insurance Company" in the Indenture
         and Servicing Agreement shall be read and construed as a reference to
         "Radian Asset Assurance Inc.".

(c)      Each reference to "Ernst & Young LLP" in the Indenture and Servicing
         Agreement shall be read and construed as a reference to "BDO Seidman,
         LLP Accountants and Consultants".

(d)      Section 1.01 is amended as follows:

        (i)   The  definition  of  "Liquidity"  is  deleted  in its  entirety.

        (ii)  The definition of "Net  Proceeds" is amended by:

             (A) deleting the last sentence thereof in its entirety; and

             (B) adding the following proviso immediately prior to the end of
                 the first sentence thereof:

                           "; provided, however, that no proceeds from the sale
                           of accounts pursuant to Section 3.13(b), Net Seller
                           Recoveries or, unless specifically provided in the
                           definition of Servicing Fee, Capital One Net Proceeds
                           shall be considered Net Proceeds for purposes of
                           computing the Servicing Fee.".

        (iii) The definition of "Permitted Third Party" is amended by deleting
        the phrase "; and (iii)" and replacing it with the following phrase:

                           ", (iii) solely with respect to, and for the original
                           term of, the Approved Capital One Program, Capital
                           One and (iv)".

        (iv) The definition of "Servicing Fee" is amended by:
             (A) deleting the phrase "or (B)" from the first sentence thereof
             and replacing it with the following phrase:

                                    ", (B) Capital One Net Proceeds or (C)";

             (B) deleting the word "and" from the first sentence thereof; and

(C)     inserting the following clause immediately prior to the end of the first
        sentence thereof:

                            " and (iii) (A) in respect of any related time
                            period occurring (1) after the aggregate of all
                            Combined Capital One Net Proceeds collected,
                            received or otherwise recovered shall exceed the
                            Combined Capital One Initial Specified Amount and
                            (2) before the aggregate of all Combined Capital One
                            Proceeds collected, received or otherwise  recovered
                            shall exceed the Combined Capital One Subsequent
                            Specified Amount, [***]% of all 99-A Capital One Net
                            Proceeds collected, received or otherwise recovered
                            during such related time period and (B) in respect
                            of any related time period occurring after the
                            aggregate of all Combined Capital One Proceeds
                            collected, received or otherwise  recovered shall
                            exceed the Combined Capital One Subsequent Specified
                            Amount, [***]% of all 99-A Capital One Net Proceeds
                            collected, received or otherwise recovered during
                            such related time period.".

        (v)  The definition of "Third-Party Costs" is amended by inserting
             the following phrase, immediately after the phrase "Permitted
             Third Party":

                           ", other than Capital One,".

       (vi) The following defined terms are incorporated therein, in appropriate
        alphabetical order:

                           "'Approved Capital One Program' means the program
                           entered and performed by the Servicer and Capital One
                           pursuant to and in accordance with the Capital One
                           Balance Transfer Agreement."

                           "'Capital One' means Capital One Bank, a Virginia
                           banking corporation."


                           "'Capital One Balance Transfer Agreement' means the
                           Credit Card Balance Transfer Program Agreement dated
                           July 31, 2002 entered into between the Servicer and
                           Capital One, solely in respect of the Specified
                           Receivables, substantially in the form attached
                           hereto as Exhibit B, without giving effect to any
                           amendment, supplement, restatement, waiver or
                           modification thereof or thereto unless consented to
                           by the Controlling Party."

                           "'Capital One Balance Transfer Agreement Termination
                           Date' means April 30, 2003, unless otherwise agreed
                           in writing by the Controlling Party."

                           "'Capital One Subsequent Specified Amount' has the
                           meaning set forth on Exhibit C attached hereto."

                           "'Capital One Up-Front Payment Amount' has the
                           meaning set forth on Exhibit C attached hereto."






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

                           "'Combined Capital One Initial Specified Amount' has
                           the meaning set forth on Exhibit C attached hereto."


                           "'Combined Capital One Net Proceeds' means the
                           portion of Net Proceeds collected received or
                           otherwise recovered on or with respect to a Specified
                           Receivable or from or for the account of the related
                           Obligor on such Specified Receivable pursuant to the
                           Approved Capital One Program."


                           "'99-A Capital One Net Proceeds' means the portion of
                           Net Proceeds collected received or otherwise
                           recovered on or with respect to a Specified 99-A
                           Receivable or from or for the account of the related
                           Obligor on such Specified 99-A Receivable pursuant to
                           the Approved Capital One Program including, for the
                           avoidance of doubt, the Capital One Up-Front Payment
                           Amount."


                           "'99-1 Receivables' shall have the meaning given to
                           the term "Receivables" in the 99-1 Indenture."


                           "'Second Amendment to 99-1 Indenture' means the
                           Second Amendment to Indenture and Servicing Agreement
                           dated as of September 30, 2002 among Midland Funding
                           99-1 Corporation, the Trustee, the Backup Servicer,
                           the Servicer and the Note Insurer, without giving
                           effect to any amendment, supplement, restatement,
                           waiver or modification thereof or thereto unless
                           consented to by the Controlling Party."


                           "'Semi-Annual Determination Date' means the last day
                           of each December and June, commencing on December 31,
                           2002."


                           "'Servicing Period' means the period from the
                           Amendment Effective Date to the Capital One Balance
                           Transfer Agreement Termination Date and thereafter
                           the following periods:


                                    May 1, 2003 through October 31, 2003


                                    November 1, 2003 through April 30, 2004


                                    May 1, 2004 through October 31, 2004


                                    November 1, 2004 through April 30, 2005


                                    May 1, 2005 through September 15, 2005."


                           "'Specified Receivables' means the Specified 99-A
                           Receivables and the Specified 99-1 Receivables,
                           collectively."

                           "'Specified 99-A Receivables' means the Receivables
                           identified by pool identification number and
                           outstanding balance in a computer tape delivered to
                           the Note Insurer on the date of this Fourth
                           Amendment."

                           "'Specified 99-1 Receivables' means the 99-1
                           Receivables identified by pool identification number
                           and outstanding balance in a computer tape delivered
                           to the Note Insurer on the date of the Second
                           Amendment to 99-1 Indenture."

(e)     Section 3.03 is amended by adding the following paragraphs (e), (f), (g)
        and (h), immediately after Section 3.03(d):

                  "(e) Exercise of Rights Under the Capital One Balance Transfer
                  Agreement. The Servicer hereby covenants to exercise its
                  rights under the Capital One Balance Transfer Agreement and
                  take such other action in connection with the Approved Capital
                  One Program and the Receivables subject thereto as may be
                  reasonably requested by the Trustee or as the Servicer itself
                  reasonably determines may be appropriate or desirable, taking
                  into account the associated costs, to maximize the collection
                  of amounts payable in respect of the Specified Receivables
                  thereunder and otherwise protect the rights and interests of
                  the Noteholders, the Note Insurer and the Trustee in the
                  Specified Receivables."


                  (f) Receivables Subject to the Capital One Balance Transfer
                  Agreement. No Receivables other than the Specified Receivables
                  shall be or become subject to the Capital One Balance Transfer
                  Agreement without the prior written consent of the Controlling
                  Party.


                  (g) Proceeds in Respect of Specified 99-A Receivables. All
                  proceeds collected, received or recovered in respect of any
                  Specified 99-A Receivable and all other amounts received
                  pursuant to the Capital One Balance Transfer Agreement shall
                  be remitted by the Servicer to the Collection Account on the
                  Business Day immediately following the collection, receipt or
                  recovery by the Servicer of such proceeds and/or other
                  amounts.


                  (h) Bookkeeping and Reporting in Respect of Specified 99-A
                  Receivables.


                           (i) The Servicer shall maintain such accurate and
                           complete books, accounts and records as shall enable
                           the Servicer, the Trustee and the Note Insurer to (A)
                           identify and segregate the Specified 99-A Receivables
                           and all proceeds, collections and recoveries in
                           respect thereof from any other receivables or
                           proceeds, collections or recoveries in respect of
                           other receivables and from any assets of the Servicer
                           and (B) otherwise comply with this Fourth Amendment
                           and the Indenture and Servicing Agreement.

                           (ii) On or before 11:00 a.m. New York, New York time
                           on each Tuesday commencing November 19, 2002 during
                           the term of the Capital One Balance Transfer
                           Agreement, the Servicer shall deliver to the Trustee
                           and to the Note Insurer a weekly report in respect of
                           the immediately preceding week executed by a
                           Responsible Officer of the Servicer substantially in
                           the form attached hereto as Exhibit 3.03(h) (the
                           "Capital One Weekly Servicing Report").

             (iii)         The Servicer shall deliver to the Note Insurer and
                           the Trustee, promptly after having obtained knowledge
                           thereof, but in no event later than two (2) Business
                           Days thereafter, an Officer's Certificate specifying
                           the nature and status of any default, breach, or
                           other occurrence under or in connection with the
                           Capital One Balance Transfer Agreement which could
                           reasonably be expected to have a material adverse
                           effect on the rights or interests of the Note
                           Insurer, any Noteholder or the Trustee.

             (iv)          The Servicer shall deliver to the Note Insurer within
                           thirty (30) days after the Capital One Balance
                           Transfer Agreement Termination Date, a computer tape
                           identifying by pool identification number and
                           outstanding balance the Specified 99-A Receivables
                           which remain subject to the Indenture and Servicing
                           Agreement.".

(f)     Exhibit 3.03(h) attached hereto is hereby attached to and made a part of
        the Indenture and Servicing Agreement.

(g)     Section 3.08 is amended by inserting the following phrase in the second
        sentence thereof, immediately after the existing phrase "the reporting
        period shall be each subsequent calendar quarter commencing
        September 30, 1999":

             ", through December 31, 2001, and thereafter the reporting  period
             shall be each subsequent six-month period,".

 (h)    Section 3.09 is amended by (i) deleting the heading of such section in
        its entirety and replacing it with the following:"Semi-Annual Servicer's
        Compliance Report", and (ii) deleting the phrase "within thirty days
        after the end of each calendar quarter of each year, beginning with the
        calendar quarter ending in June of 1999, a report concerning the
        activities of the Servicer during the preceding calendar quarter" from
        the first sentence thereof and replacing it with the following:

                  "on the dates set forth in the table below, a report
                  concerning the activities of the Servicer during the period
                  set forth in the table below:

               Reporting Date                        Reporting Period

             September 30, 2002          January 1, 2002 through June 30, 2002

             March 31, 2003              July 1, 2002 through December 31, 2002

             September 30, 2003          January 1, 2003 through June 30, 2003

             March 31, 2004              July 1, 2003 through December 31, 2003

             September 30, 2004          January 1, 2004 through June 30, 2004

             March 31, 2005              July 1, 2004 through December, 2004

             September 15, 2005          January 1, 2005 through June 30, 2005".

(i)               Section 3.13(b) is amended by:

        (i)       deleting the reference to "Exhibit 3.13(b)" from the second
                  sentence thereof and replacing it with a reference to "Exhibit
                  3.13(b)(i)"; and

        (ii)      adding the following sentence, immediately prior to the last
                  sentence thereof:

                           "The Servicer shall deliver to the Controlling Party
                           no later than five (5) Business Days following the
                           date of such sale, an Officer's Certificate in the
                           form of Exhibit 3.13(b)(ii).".

(j) Exhibit 3.13(b) is amended by:

        (i) deleting the heading thereto in its entirety and replacing it with
        the heading "Exhibit 3.13(b)(i)"; and

        (ii) adding the following paragraph, immediately after paragraph 8:

                           "9. Attached as Exhibit E hereto is a revised pay-off
                           forecast for the Notes (calculated assuming the sale
                           of the Sale Receivables at the price and on the date
                           stated herein).".

(k)      Exhibit 3.13(b)(ii) attached to this Fourth Amendment is hereby
         attached to and made a part of the Indenture and Servicing Agreement.

(l)      Section 3.13 is amended by adding the following paragraph (c)
         immediately after Section 3.13(b):

                  "(c) The Servicer may purchase Receivables in arm's length
                  transactions pursuant to a sale agreement in the form attached
                  hereto as Exhibit 3.13(c)(i) and solely for the purpose of
                  facilitating a contemporaneous sale of such Receivables that
                  complies with the requirements of Section 8.07(c) and the
                  first and last sentences of Section 3.13(b) of the Indenture
                  and Servicing Agreement, upon receipt of the prior written
                  consent from the Controlling Party; provided, that in respect
                  of each such sale of Receivables to the Servicer (each such
                  sale, a "Specified Sale" and the Receivables sold pursuant to
                  a Specified Sale, the "Specified Sale Receivables") the
                  Servicer shall sell all of the related Specified Sale
                  Receivables (i) within one (1) Business Day of such Specified
                  Sale, (ii) in compliance with the requirements of Section
                  8.07(c) and the first and last sentences of Section 3.13(b) of
                  the Indenture, and (iii) for an amount equal to that which the
                  Servicer paid for such Specified Sale Receivables. The
                  Servicer shall deliver to the Controlling Party no later than
                  five (5) Business Days preceding the date of such proposed
                  Specified Sale, an Officer's Certificate in the form of
                  Exhibit 3.13(c)(ii). The Controlling Party shall within five
                  (5) Business Days of receipt of the foregoing notice advise
                  the Servicer and the Trustee of its consent or withholding of
                  consent to the proposed Specified Sale. The Servicer shall
                  deliver to the Controlling Party no later than five (5)
                  Business Days following the date of such Specified Sale, an
                  Officer's Certificate in the form of Exhibit 3.13(c)(iii). The
                  Net Proceeds of all Specified Sales must be in immediately
                  available funds.".

(m)     Exhibits 3.13(c)(i), 3.13(c)(ii) and 3.13(c)(iii) attached to this
        Fourth Amendment are hereby attached to and made a part of the
        Indenture and Servicing Agreement.

(n)     Section 4.04(b)(xii)(D) is amended by inserting the following phrase,
        immediately after to the phrase "to the Issuer":


             ", unless otherwise provided under Section 12.12".

(o)     Section 4.05(b)(y) is amended by inserting the following phrase,
        immediately after the phrase "released from the lien of the Trust
        Estate and paid to the Issuer":

                  ", unless otherwise provided under Section 12.12".

(p)     Section 4.05(d) is deleted in its entirety and replaced with the
        following paragraph:

                  "(d) In addition to the remittances by the Trustee on each
                  Payment Date from the Reserve Account described in Section
                  4.05(b) above, the Trustee shall, on each Payment Date,
                  withdraw from the Reserve Account, and remit to the
                  Noteholders, pro-rata, based on their respective Note
                  Balances, the amount by which the amount on deposit in the
                  Reserve Account exceeds the Required Reserve Amount (after
                  giving effect to (i) all amounts deposited in the Reserve
                  Account from other sources on or before such Payment Date and
                  (ii) all distributions otherwise required to be made from the
                  Reserve Accounts or the Note Payment Account on such Payment
                  Date in accordance herewith), which remittance shall be
                  applied, ratably, in reduction of the then outstanding Note
                  Balance.".

(q)      The Third Amendment provided for the addition to the Indenture and
         Servicing Agreement of two sections designated as Section 8.07(p), both
         of which are deleted in their entirety and replaced with the following
         paragraph:


                  "(p) Outside Parties. The Servicer will not engage any outside
                  parties for the collection or servicing of Receivables
                  (including, without limitation, any activities in respect of
                  Receivables of the nature described in the Capital One Balance
                  Transfer Agreement) on any basis except Permitted Third
                  Parties.".

(r)     Section 9.01(a) is amended by inserting the following phrase,
        immediately after the phrase "the Monthly Servicer Report for the
        related Collection Period":

                  ", the weekly Capital One Servicing Report for the immediately
                  preceding week or the Semi-Annual Servicer's Compliance Report
                  for the related Reporting Period".

(s)     The Second Amendment and the Third Amendment each provided for the
        addition to the Indenture and Servicing Agreement of a section
        designated as Section 9.01(o).

        (i)  Section 9.01(n) is deleted in its entirety and replaced by the
             Section 9.01(o) that was added in the Second Amendment; and

        (ii) the Section 9.01(o) that was added in the Third Amendment is
             amended by deleting the phrase "the amount set forth on Exhibit
             9.01(o) attached hereto for the applicable period" and replacing it
             with "$5,000,000."

(t)     Exhibit 9.01(o) is deleted in its entirety.

(u)     Section 9.01(p) is deleted in its entirety and replaced with the following
        paragraph:

                  "(p) as of (i) any Semi-Annual Determination Date, commencing
                  with the December 31, 2002 Semi-Annual Determination Date or
                  (ii) the Scheduled Termination Date, the Note Balance is
                  greater than the amount specified in Exhibit 9.01(p) for such
                  date; or".

(v)     Exhibit 9.01(p) is deleted in its entirety and replaced with
        Exhibit 9.01(p) attached to this Fourth Amendment.

(w)     Section 9.01 is amended by:

             (i) adding the following paragraph (q), immediately after
             Section 9.01(p):

                           "(q) the Servicer shall fail to duly observe or
                           perform any of its covenants, obligations or
                           agreements set forth in the Capital One Balance
                           Transfer Agreement and such failure could reasonably
                           be expected to have a material adverse effect on the
                           rights or interests of the Note Insurer, the
                           Noteholders, the Trustee or the Trust Estate; or",
                           and

             (ii) adding the following paragraph (r), immediately after
             Section 9.01(q):

                           "(r) the Servicer shall agree to any amendment,
                           supplement, restatement, waiver or modification of
                           the Capital One Balance Transfer Agreement without
                           the prior written consent of the Controlling Party
                           (which consent shall not be unreasonably withheld).".

(x)     Section 9.02(a) is amended by:

             (i) deleting clause (ii) of the first sentence thereof in its
             entirety and replacing it with the following clause:

                           "(ii) the last day of each Servicing Period, unless
                           the Servicer has been appointed by the Controlling
                           Party, on or prior to the 30th day immediately
                           preceding the last day of such Servicing Period, for
                           the next succeeding Servicing Period.";

             (ii) deleting the phrase "If the Controlling Party does not appoint
             the Servicer to a successive Collection Period by the first
             day of the immediately preceding Collection Period, at the end
             of the Collection Period through which the Servicer has previously
             been appointed," from the third sentence thereof in its entirety
             and replacing it with the following phrase:

                           "If the Controlling Party does not appoint the
                           Servicer to a successive Servicing Period by the 30th
                           day immediately preceding the last day of the
                           existing Servicing Period, at the end of the
                           Servicing Period through which the Servicer has
                           previously been appointed,"; and

             (iii) deleting the phrase "On or after the receipt by the Servicer
             of such written notice," from the fifth sentence thereof in
             its entirety and replacing it with the following phrase:

                           "On or after the receipt by the Servicer of written
                           notice of termination, or, if earlier, upon the
                           automatic termination of the rights and obligations
                           of the Servicer in accordance with the terms of this
                           Section,".

(y)     Section 9.02(b) is amended by inserting the following language,
        immediately after the phrase "so long as a Servicer Default shall occur
        and be continuing, and such Servicer Default has not been cured or
        waived pursuant to Section 9.05,":

                  "or, if earlier, upon the automatic termination of the rights
                  and obligations of the Servicer in accordance with the terms
                  of paragraph (a) above,".

(z)     Section 9.02(c) is amended by inserting the following language,
        immediately after the phrase "Promptly upon the occurrence of an Event
        of Default or Servicer Default,":

                  "or, if earlier, upon the automatic termination of the rights
                  and obligations of the Servicer in accordance with the terms
                  of paragraph (a) above,".

(aa)    Section 9.02 is amended by:

        (i) adding the following paragraph (d), immediately after Section 9.02(c):

                           "(d) In addition to the remedial provisions set forth
                           in clause (a) above, and not by way of limitation of
                           any remedies to which any of the Trustee, the Note
                           Insurer or the Noteholders are entitled upon the
                           occurrence of a Servicer Default, the Servicer
                           acknowledges and agrees that, upon the occurrence of
                           a Servicer Default pursuant to Section 9.01(p), the
                           Servicing Fee shall automatically be reduced for the
                           Servicing Period immediately following the date of the
                           occurrence of such Servicer Default (i) in respect of
                           Net Proceeds, from [***]% to [***]% and (ii) in
                           respect of 99-A Capital One Net Proceeds, from [***]%
                           to [***]% and [***]% to [***]%, as applicable;
                           provided that no such reduction in Servicing Fee
                           incurred by a Servicer shall apply to its Successor
                           Servicer.".

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

        (ii) adding the following paragraph(e),immediately after Section 9.02(d):

                           "(e) Notwithstanding any termination of Midland as
                           Servicer prior to the Capital One Balance Transfer
                           Agreement Termination Date, if Capital One shall not
                           consent to the replacement of Midland under, or the
                           early termination of, the Capital One Balance
                           Transfer Agreement, Midland (i) may continue to act
                           as Servicer solely in respect of the Specified 99-A
                           Receivables and to receive that portion of the
                           Servicing Fee related solely to such Specified 99-A
                           Receivables and (ii) shall remain bound by the terms
                           and provisions of the Indenture and Servicing
                           Agreement, in its individual capacity and as
                           Servicer, until the Capital One Balance Transfer
                           Agreement Termination Date; provided, that Midland
                           agrees that if it is terminated as Servicer following
                           a Servicer Default or if its rights and obligations
                           as Servicer are automatically terminated in
                           accordance with Section 9.02(a), it shall cooperate
                           in any negotiations of the Trustee and/or the
                           Controlling Party with Capital One for the
                           replacement of Midland under, or the early
                           termination of, the Capital One Balance Transfer
                           Agreement.

(bb)    Section 9.03 is amended by inserting the following phrase, immediately
        after the phrase "On and after the time the Servicer receives a notice
        of termination pursuant to Section 9.02 or tenders its resignation
        pursuant to Section 8.05,":

                  "or, if earlier, upon the automatic termination of the rights
                  and obligations of the Servicer in accordance with the terms
                  of Section 9.02(a),".

(cc)    Section 9.08 is amended by adding the following paragraph (m), immediately
        after Section 9.08(l):


                  "(m) the Capital One Up-Front Payment Amount shall not have
                  been deposited in the Collection Account within two (2)
                  Business Days of the execution of this Fourth Amendment.

(dd)    Exhibit A is deleted in its entirety and replaced with Exhibit A attached
        hereto.

(ee)    Exhibit B attached to this Fourth Amendment is hereby attached to and
        made a part of the Indenture and Servicing Agreement.

(ff)    Exhibit C attached to this Fourth Amendment is hereby attached to and
        made a part of the Indenture and Servicing Agreement.

                                   ARTICLE II

                                  MISCELLANEOUS


SECTION 1. Effectiveness of Fourth Amendment; Conditions Precedent. This Fourth
Amendment shall become effective upon the satisfaction of the following
conditions precedent (such date, the "Amendment Effective Date"):

        (a)  each of the parties to this Fourth Amendment shall have received
             fully executed counterparts of this Fourth Amendment;

        (b)  the Trustee and the Controlling Party shall have received a fully
             executed copy of (i) the Capital One Balance Transfer Agreement and
             (ii) each of the other documents, instruments and
             agreements entered into in connection with the Capital One Balance
             Transfer Agreement, which agreements shall be in form and substance
             satisfactory to the Controlling Party;

        (c)   the Trustee shall have furnished written notification of the
             substance of this Fourth Amendment to the Rating Agency and the
             Placement Agent; and

        (d)  other than the Events of Default and Servicer Defaults waived
             pursuant to the Eighth Waiver to Indenture and Servicing Agreement
             dated of even date herewith among the Trustee, the Servicer and the
             Note Insurer, no event or condition shall have occurred and be
             continuing, or would result from the execution, delivery or
             performance of this Fourth Amendment, that would constitute an
             Event of Default or a Servicer Default, and the Trustee, the
             Controlling Party and each of the Noteholders shall have received a
             certificate of an authorized officer of the Servicer to such effect.

SECTION 2. Appointment. Midland is appointed as Servicer for the term commencing
on the Effective Date and extending to the Capital One Balance Transfer
Agreement Termination Date.

SECTION 3. Amendment. This Fourth Amendment shall
only be amended in accordance with the provisions of Section 12.01 of the
Indenture and Servicing Agreement.

SECTION  4. Reference to and Effect on Agreement.
        (a)  Upon the Amendment Effective Date:

             (i)  each reference in the Indenture and Servicing Agreement to
             "this Agreement", "hereunder", "hereof" or words of like import
             shall mean and be a reference to the Indenture and Servicing
             Agreement, as amended hereby; and

             (ii) each reference to the Indenture and Servicing Agreement in the
             other Transaction Documents and in any other documents, instruments
             and agreements executed and/or delivered in connection therewith,
             shall mean and be a reference to the Indenture and Servicing
             Agreement as amended hereby.

        (b)  Except as expressly amended hereby, the terms and conditions of the
             Indenture and Servicing Agreement, of all of the other Transaction
             Documents and of any other document, instrument or agreement
             executed in connection herewith or therewith, shall remain in full
             force and effect and are hereby ratified and confirmed.

        (c)  The execution, delivery and effectiveness of this Fourth Amendment
             shall not operate as a waiver of any right, power or remedy of any
             of the parties hereto under the Indenture and Servicing Agreement
             or any other Transaction Document or any other document, instrument
             or agreement executed in connection herewith or therewith.


SECTION 5. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS FOURTH AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS FOURTH
AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATION LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD
TO CONFLICT OF LAWS PROVISIONS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE
PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT
WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

SECTION 6. Severability of Provisions;  Counterparts.  If any one or more of the
covenants, agreements, provisions or terms of this Fourth Amendment shall be for
any reason  whatsoever held invalid or unenforceable in any  jurisdiction,  then
such covenants,  agreements,  provisions or terms shall be deemed severable from
the  remaining  covenants,  agreements,  provisions  or  terms  of  this  Fourth
Amendment and shall in no way affect the validity or enforceability of the other
provisions  of  this  Fourth  Amendment  or  the  Notes,  or the  rights  of the
Noteholders.  This Fourth Amendment may be executed simultaneously in any number
of  counterparts,  each of which shall be deemed to be an  original,  and all of
which shall constitute but one and the same instrument.

SECTION 7. Note Insurer.  This Fourth  Amendment is not evidence of any position
by the Note  Insurer,  affirmative  or  negative,  as to  whether  action by the
Noteholders,  or any other  party,  is required in addition to the  execution of
this Fourth Amendment by the Note Insurer. No representation is made by the Note
Insurer as to the necessity for or the satisfaction of any additional  action or
condition under the Indenture with respect to the amendment thereof. This Fourth
Amendment  does not modify the  obligations of the Note Insurer under the Policy
as set forth therein.

SECTION 8. Representations, Warranties and Covenants. Each of the Issuer and the
Servicer hereby:

        (a)  reaffirms all covenants,  representations  and warranties made by
             it in the Indenture and Servicing Agreement;

        (b)  agrees that all such  covenants,  representations  and warranties
             shall be deemed to have been remade as of the date of this Fourth
             Amendment; and

        (c)  represents  and warrants that this Fourth  Amendment  constitutes
             its legal, valid and binding  obligation,  enforceable against it
             in accordance with its terms.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                [Fourth Amendment to Indenture - Signature Page]

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



                                MIDLAND FUNDING 98-A CORPORATION,
                                as Issuer


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



                                MIDLAND CREDIT MANAGEMENT, INC.,
                                as Servicer




                                By:____/s/ Carl C. Gregory, III___________
                                Name:  Carl C. Gregory, III
                                Title:    President & CEO



                                WELLS FARGO BANK MINNESOTA, not in its
                                individual capacity, but solely as Trustee and
                                as Backup Servicer




                                By:___/s/ Timothy Matyi_______________
                                Name:  Timothy Matyi
                                Title:    Assistant Vice President



                                RADIAN ASSET ASSURANCE INC.,
                                as Note Insurer




                                By:__/s/ Annemarie Brostek____________________
                                Name: Annemarie Brostek
                                Title: VP, Risk Management


                                BANCO SANTANDER CENTRAL HISPANO, S.A., NEW YORK
                                BRANCH, as a Noteholder


                                By:_____/s/ James W. McDonald, Jr.___
                                Name:  James W. McDonald, Jr.
                                Title:    Vice President and Manager




                                WAREHOUSE LINE, L.L.C., as a Noteholder


                                By:____/s/ Joseph A. Lorusso____________________
                                Name: Joseph A.Lorusso
                                Title: President of Warehouse
                                       Line Advisors for the L.L.C.

EX-10

                                                                    Exhibit 10.4

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




                                SECOND AMENDMENT

                                       TO

                        INDENTURE AND SERVICING AGREEMENT

                (Midland Receivables-Backed Notes, Series 1999-1)

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

                      MIDLAND RECEIVABLES 99-1 CORPORATION,
                                    as Issuer

                                       and

                        MIDLAND CREDIT MANAGEMENT, INC.,
                                   as Servicer

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                         as Trustee and Backup Servicer

                                       and

                          RADIAN ASSET ASSURANCE INC.,
                                 as Note Insurer

                                       and

                           PFL LIFE INSURANCE COMPANY,
                  LIFE INVESTORS INSURANCE COMPANY OF AMERICA,
                    RELIANCE STANDARD LIFE INSURANCE COMPANY,
                                       and
                    NM ROTHSCHILD & SONS (AUSTRALIA) LIMITED,
                                 as Noteholders

                         Dated as of September 30, 2002
            --------------------------------------------------------






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

                                SECOND AMENDMENT
                                       TO
                        INDENTURE AND SERVICING AGREEMENT
                (Midland Receivables-Backed Notes, Series 1999-1)

     This Second  Amendment to Indenture  and Servicing  Agreement,  dated as of
September 30, 2002 (this "Second  Amendment"),  is executed by and among Midland
Receivables  99-1  Corporation,  as issuer  (the  "Issuer"),  Wells  Fargo  Bank
Minnesota,  National  Association  (formerly  known as Norwest  Bank  Minnesota,
National  Association),  as trustee (in such capacity,  the  "Trustee"),  and as
backup  Servicer  (in such  capacity,  the "Backup  Servicer"),  Midland  Credit
Management,  Inc., as servicer (the  "Servicer"),  Radian Asset  Assurance  Inc.
(formerly known as Asset Guaranty Insurance Company), as note insurer (the "Note
Insurer") and PFL Life Insurance  Company,  Life Investors  Insurance Company of
America,  Reliance  Standard Life  Insurance  Company,  and NM Rothschild & Sons
(Australia)   Limited,   as  noteholders   (collectively,   the  "Noteholders").
Capitalized  terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the  Indenture  and  Servicing  Agreement  (as defined
below).

                                    RECITALS

     WHEREAS, the Issuer, the Trustee, the Backup Servicer, the Servicer and the
Note Insurer are parties to an Indenture  and  Servicing  Agreement  dated as of
December 14, 1999 (the "Original Indenture"),  as amended by the First Amendment
to Indenture and Servicing  Agreement dated as of September 22, 2000 (the "First
Amendment"  and  together  with  the  Original  Indenture,   collectively,   the
"Indenture and Servicing Agreement") relating to the Midland  Receivables-Backed
Notes, Series 1999-1;

     WHEREAS, the Issuer, the Servicer,  the Trustee,  the Backup Servicer,  the
Note  Insurer  and the  Noteholders  desire to make  certain  amendments  to the
Indenture and Servicing Agreement;

     WHEREAS,  the  Noteholders  are the only holders of the Notes issued by the
Issuer pursuant to the Indenture and Servicing Agreement on the date hereof; and

     WHEREAS,  Section 12.01 of the Indenture  and Servicing  Agreement  permits
amendment of the Indenture  and Servicing  Agreement on the terms and subject to
the conditions provided therein.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
each  party  agrees as follows  for the  benefit  of the other  parties  and the
Noteholders to the extent provided herein:

                                   ARTICLE I

                                   AMENDMENTS

SECTION 1. Amendments to Indenture and Servicing Agreement. Subject to the terms
and  conditions  set forth herein,  the  Indenture  and  Servicing  Agreement is
amended, as of the Amendment Effective Date, as follows:

     (a)  Each reference to "Asset Guaranty  Insurance Company" in the Indenture
          and Servicing  Agreement shall be read and construed as a reference to
          "Radian Asset Assurance Inc.".

     (b)  Each  reference to "Ernst & Young LLP" in the  Indenture and Servicing
          Agreement  shall be read and construed as a reference to "BDO Seidman,
          LLP Accountants and Consultants".

     (c)  Section 1.01 is amended as follows:

          (i)  The definition of  "Liquidity"  is deleted in its entirety.
          (ii) The definition of "Net Proceeds" is amended by:

               (A)  deleting the last sentence thereof in its entirety; and

               (B)  adding the following proviso immediately prior to the end of
                    the first sentence thereof:

                         ";provided,  however,  that no proceeds from the sale
                         of  accounts  pursuant to Section  3.13(b),  Net Seller
                         Recoveries  or,  unless  specifically  provided  in the
                         definition of Servicing  Fee,  Capital One Net Proceeds
                         shall  be  considered  Net  Proceeds  for  purposes  of
                         computing the Servicing Fee.".

          (iii)The definition of "Permitted  Third Party" is amended by deleting
               the  phrase "; and  (iii)" and  replacing  it with the  following
               phrase:

               ",(iii) solely with respect to, and for the original term of, the
               Approved Capital One Program, Capital One and (iv)".

          (iv) The definition of "Servicing Fee" is amended by:


               (A)  deleting the phrase "or (B)" from the first sentence thereof
                    and replacing it with the following phrase:

                        ",   (B) Capital One Net Proceeds or (C)";

               (B)  deleting the word "and" from the first sentence thereof; and

               (C)  inserting the following clause  immediately prior to the end
                    of the first sentence thereof:

                    " and  (iii)  (A) in  respect  of any  related  time  period
                    occurring  (1) after the  aggregate of all Combined  Capital
                    One Net Proceeds collected,  received or otherwise recovered
                    shall  exceed the  Combined  Capital One  Initial  Specified
                    Amount and (2) before the aggregate of all Combined  Capital
                    One  Proceeds  collected,  received or  otherwise  recovered
                    shall exceed the Combined  Capital One Subsequent  Specified
                    Amount,   [***]%  of  all  99-1  Capital  One  Net  Proceeds
                    collected,  received  or  otherwise  recovered  during  such
                    related  time period and (B) in respect of any related  time
                    period occurring after the aggregate of all Combined Capital
                    One  Proceeds  collected,  received or  otherwise  recovered
                    shall exceed the Combined  Capital One Subsequent  Specified
                    Amount,   [***]%  of  all  99-1  Capital  One  Net  Proceeds
                    collected,  received  or  otherwise  recovered  during  such
                    related time period.".

          (v)  The definition of "Third-Party Costs" is amended by inserting the
               following  phrase,  immediately after the phrase "Permitted Third
               Party":

                       ", other than Capital One,".

          (vi) The  following  defined  terms  are  incorporated   therein,   in
               appropriate alphabetical order:

               "'Approved  Capital One  Program'  means the program  entered and
               performed  by the  Servicer  and Capital  One  pursuant to and in
               accordance with the Capital One Balance Transfer Agreement."


               "'Capital One' means Capital One Bank, a Virginia banking corporation."



               "'Capital One Balance  Transfer  Agreement' means the Credit Card
               Balance  Transfer  Program  Agreement dated July 31, 2002 entered
               into between the  Servicer and Capital One,  solely in respect of
               the  Specified  Receivables,  substantially  in the form attached
               hereto as  Exhibit B,  without  giving  effect to any  amendment,
               supplement,   restatement,  waiver  or  modification  thereof  or
               thereto unless consented to by the Controlling Party."


               "'Capital One Balance Transfer Agreement  Termination Date' means
               April  30,  2003,  unless  otherwise  agreed  in  writing  by the
               Controlling Party."


               "'Capital One  Subsequent  Specified  Amount' has the meaning set
               forth on Exhibit C attached hereto."


               "'Capital One Up-Front  Payment Amount' has the meaning set forth
               on Exhibit C attached hereto."



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

               "'Combined  Capital One Initial Specified Amount' has the meaning
               set forth on Exhibit C attached hereto."


               "'Combined  Capital  One Net  Proceeds'  means the portion of Net
               Proceeds  collected  received or  otherwise  recovered on or with
               respect to a Specified  Receivable  or from or for the account of
               the related Obligor on such Specified  Receivable pursuant to the
               Approved Capital One Program."


               "'Fourth  Amendment to 99-A Indenture' means the Fourth Amendment
               to Indenture  and Servicing  Agreement  dated as of September 30,
               2002 among Midland  Funding 98-A  Corporation,  the Trustee,  the
               Backup  Servicer,  the  Servicer  and the Note  Insurer,  without
               giving effect to any amendment,  supplement,  restatement, waiver
               or  modification  thereof or thereto  unless  consented to by the
               Controlling Party."


               "'99-1  Capital  One  Net  Proceeds'  means  the  portion  of Net
               Proceeds  collected  received or  otherwise  recovered on or with
               respect to a Specified 99-1 Receivable or from or for the account
               of the related Obligor on such Specified 99-1 Receivable pursuant
               to the Approved Capital One Program."


               "'99-A  Receivables'  shall  have the  meaning  given to the term
               "Receivables" in the 99-A Indenture."


               "'Semi-Annual  Determination  Date'  means  the  last day of each
               December and June, commencing on December 31, 2002."


               "'Servicing Period' means the period from the Amendment Effective
               Date to the Capital One Balance  Transfer  Agreement  Termination
               Date and thereafter the following periods:

                   May 1, 2003 through October 31, 2003

                   November 1, 2003 through April 30, 2004

                   May 1, 2004 through October 31, 2004

                   November 1, 2004 through December 15, 2004."


                    "'Specified    Receivables'   means   the   Specified   99-A
                    Receivables    and   the   Specified    99-1    Receivables,
                    collectively."


                    "'Specified   99-1   Receivables'   means  the   Receivables
                    identified  by pool  identification  number and  outstanding
                    balance on a computer tape  delivered to the Note Insurer on
                    the date of this Second Amendment."

                    "'Specified  99-A  Receivables'  means the 99-A  Receivables
                    identified  by pool  identification  number and  outstanding
                    balance on a computer tape  delivered to the Note Insurer on
                    the date of the Fourth Amendment to 99-A Indenture."

(d) Section 3.03 is amended by:

     (i)  deleting  paragraph  (b) in its  entirety  and  replacing  it with the
          following:

          "(b) Exercise  of  Rights  Under  the  Capital  One  Balance  Transfer
               Agreement.  The Servicer hereby  covenants to exercise its rights
               under the Capital One Balance  Transfer  Agreement  and take such
               other action in connection with the Approved  Capital One Program
               and  the  Receivables   subject  thereto  as  may  be  reasonably
               requested  by the Trustee or as the  Servicer  itself  reasonably
               determines may be  appropriate or desirable,  taking into account
               the  associated  costs,  to maximize  the  collection  of amounts
               payable in respect of the Specified  Receivables  thereunder  and
               otherwise  protect the rights and  interests of the  Noteholders,
               the Note Insurer and the Trustee in the Specified  Receivables.";
               and

     (ii) adding the following  paragraphs (c), (d) and (e),  immediately  after
          Section 3.03(b):

          "(c) Receivables   Subject  to  the  Capital   One  Balance   Transfer
               Agreement.  No Receivables  other than the Specified  Receivables
               shall be or become  subject to the Capital  One Balance  Transfer
               Agreement  without the prior written  consent of the  Controlling
               Party.


          (d)  Proceeds in Respect of Specified 99-1  Receivables.  All proceeds
               collected, received or recovered in respect of any Specified 99-1
               Receivable and all other amounts received pursuant to the Capital
               One Balance Transfer  Agreement shall be remitted by the Servicer
               to  the  Collection  Account  on  the  Business  Day  immediately
               following the collection,  receipt or recovery by the Servicer of
               such proceeds and/or other amounts.


          (e)  Bookkeeping   and   Reporting  in  Respect  of   Specified   99-1
               Receivables.


               (i)  The  Servicer  shall  maintain  such  accurate  and complete
                    books,  accounts and records as shall  enable the  Servicer,
                    the  Trustee  and  the  Note  Insurer  to (A)  identify  and
                    segregate the Specified 99-1  Receivables  and all proceeds,
                    collections and recoveries in respect thereof from any other
                    receivables  or  proceeds,   collections  or  recoveries  in
                    respect  of other  receivables  and from any  assets  of the
                    Servicer and (B) otherwise comply with this Second Amendment
                    and the Indenture and Servicing Agreement.

               (ii) On or before  11:00  a.m.  New  York,  New York time on each
                    Tuesday commencing  November 19, 2002 during the term of the
                    Capital One Balance Transfer  Agreement,  the Servicer shall
                    deliver  to the  Trustee  and to the Note  Insurer  a weekly
                    report in respect of the immediately preceding week executed
                    by a Responsible  Officer of the Servicer  substantially  in
                    the form  attached  hereto as Exhibit  3.03(e) (the "Capital
                    One Weekly Servicing Report").

               (iii)The  Servicer  shall  deliver  to the Note  Insurer  and the
                    Trustee,  promptly after having obtained  knowledge thereof,
                    but in no event later than two (2) Business Days thereafter,
                    an Officer's Certificate specifying the nature and status of
                    any  default,  breach,  or  other  occurrence  under  or  in
                    connection with the Capital One Balance  Transfer  Agreement
                    which  could  reasonably  be  expected  to  have a  material
                    adverse  effect  on the  rights  or  interests  of the  Note
                    Insurer, any Noteholder or the Trustee.

               (iv) The Servicer shall deliver to the Note Insurer within thirty
                    (30) days after the Capital One Balance  Transfer  Agreement
                    Termination  Date,  a  computer  tape  identifying  by  pool
                    identification  number and outstanding balance the Specified
                    99-1  Receivables  which remain subject to the Indenture and
                    Servicing Agreement.".

(e)      Exhibit 3.03(e) attached hereto is hereby attached to and made a part
         of the Indenture and Servicing Agreement.

(f)      Section 3.08 is amended by inserting the following phrase in the second
         sentence thereof, immediately after the existing phrase "each
         subsequent reporting period is each subsequent calendar quarter
         thereafter":

                  ", through December 31, 2001, and thereafter the reporting
                  period shall be each subsequent six-month period".

(g)      Section 3.09 is amended by (i) deleting the heading of such section in
         its entirety and replacing it with the following: "Semi-Annual
         Servicer's Compliance Report", and (ii) deleting the phrase "within
         thirty days after the end of each calendar quarter of each year,
         beginning with the calendar quarter ending in March 31, 2000, or more
         or less frequently pursuant to the written direction of the Note
         Insurer, but in no event more frequently than monthly, a report
         concerning the activities of the Servicer during the preceding calendar
         quarter" from the first sentence thereof and replacing it with the
         following:

                  "on the dates set forth in the table below, or more or less
                  frequently pursuant to the written direction of the Note
                  Insurer, but in no event more frequently than monthly, a
                  report concerning the activities of the Servicer during the
                  period set forth in the table below:

         Reporting Date                 Reporting Period

         September 30, 2002             January 1, 2002 through June 30, 2002

         March 31, 2003                 July 1, 2002 through December 31, 2002

         September 30, 2003             January 1, 2003 through June 30, 2003

         March 31, 2004                 July 1, 2003 through December 31, 2003

         September 30, 2004             January 1, 2004 through June 30, 2004

         March 31, 2005                 July 1, 2004 through December 15, 2004".


(h)  Section 3.13(b) is amended by:

     (i)  deleting the reference to "Exhibit  3.13(b)" from the second  sentence
          thereof and replacing it with a reference to "Exhibit 3.13(b)(i)"; and

     (ii) adding the following sentence,  immediately prior to the last sentence
          thereof:

          "The  Servicer  shall deliver to the  Controlling  Party no later than
          five (5) Business  Days  following the date of such sale, an Officer's
          Certificate in the form of Exhibit 3.13(b)(ii).".


(i) Exhibit 3.13(b) is amended by:

     (i)  deleting the heading thereto in its entirety and replacing it with the
          heading "Exhibit 3.13(b)(i)"; and

     (ii) adding the following paragraph, immediately after paragraph 8:

          "9. Attached as Exhibit E hereto is a revised pay-off forecast for the
          Notes  (calculated  assuming the sale of the Sale  Receivables  at the
          price and on the date stated herein).".

(j)      Exhibit 3.13(b)(ii) attached to this Second Amendment is hereby
         attached to and made a part of the Indenture and Servicing Agreement.

(k)      Section 3.13 is amended by adding the following paragraph (c)
         immediately after Section 3.13(b):

     "(c) The  Servicer may purchase  Receivables  in arm's length  transactions
     pursuant  to a sale  agreement  in the  form  attached  hereto  as  Exhibit
     3.13(c)(i)  and solely for the purpose of  facilitating  a  contemporaneous
     sale of such  Receivables  that complies with the  requirements  of Section
     8.07(c)  and the  first  and  last  sentences  of  Section  3.13(b)  of the
     Indenture  and  Servicing  Agreement,  upon  receipt  of the prior  written
     consent from the Controlling Party; provided,  that in respect of each such
     sale of Receivables to the Servicer (each such sale, a "Specified Sale" and
     the  Receivables  sold pursuant to a Specified  Sale, the  "Specified  Sale
     Receivables")  the Servicer  shall sell all of the related  Specified  Sale
     Receivables (i) within one (1) Business Day of such Specified Sale, (ii) in
     compliance with the  requirements of Section 8.07(c) and the first and last
     sentences  of  Section  3.13(b) of the  Indenture,  and (iii) for an amount
     equal to that which the Servicer paid for such Specified Sale  Receivables.
     The Servicer shall deliver to the Controlling  Party no later than five (5)
     Business  Days  preceding  the date of such  proposed  Specified  Sale,  an
     Officer's  Certificate in the form of Exhibit 3.13(c)(ii).  The Controlling
     Party  shall  within  five (5)  Business  Days of receipt of the  foregoing
     notice advise the Servicer and the Trustee of its consent or withholding of
     consent to the proposed  Specified  Sale. The Servicer shall deliver to the
     Controlling  Party no later than five (5) Business Days  following the date
     of such  Specified  Sale, an Officer's  Certificate  in the form of Exhibit
     3.13(c)(iii).   The  Net  Proceeds  of  all  Specified  Sales  must  be  in
     immediately available funds.".

(l)  Exhibits 3.13(c)(i),  3.13(c)(ii) and 3.13(c)(iii)  attached to this Second
     Amendment  are  hereby  attached  to and made a part of the  Indenture  and
     Servicing Agreement.

(m)  Section 4.03(b) is deleted in its entirely and replaced with the following:

     "(b) The following  deposits shall be made to the Note Payment Account,  as
     applicable:  (i) the Issuer shall remit the Redemption  Amount  pursuant to
     Section  11.02,  (ii) the Note  Insurer  shall remit any  required  payment
     pursuant to the Policy and (iv) the Trustee  shall  transfer all  Available
     Funds  from the  Collection  Account  to the Note  Payment  Account  on the
     Business Day prior to each Payment Date.".

(n)  Section  4.04(b)(x)(E)  is  amended  by  inserting  the  following  phrase,
     immediately after to the phrase "to the Issuer":

     ", unless otherwise provided under Section 12.12".


(o)  Section   4.05(b)(y)  is  amended  by  inserting   the  following   phrase,
     immediately  after the phrase  "released  from the lien of the Trust Estate
     and paid to the Issuer":

     ", unless otherwise provided under Section 12.12".


(p) Section 4.05(d) is deleted in its entirety and replaced with the following
    paragraph:

     "(d) In addition to the  remittances  by the Trustee on each  Payment  Date
     from the Reserve Account  described in Section  4.05(b) above,  the Trustee
     shall, on each Payment Date,  withdraw from the Reserve Account,  and remit
     to the Noteholders,  pro-rata, based on their respective Note Balances, the
     amount by which the amount on deposit in the  Reserve  Account  exceeds the
     Required  Reserve Amount (after giving effect to (i) all amounts  deposited
     in the Reserve  Account  from other  sources on or before such Payment Date
     and (ii) all distributions  otherwise  required to be made from the Reserve
     Accounts or the Note Payment  Account on such  Payment  Date in  accordance
     herewith),  which remittance shall be applied, ratably, in reduction of the
     then outstanding Note Balance.".

(q) Section 4.06(a) is deleted in its entirety and replaced with the following
    paragraph:

     "(a) Pursuant to Section 4.01, the Trustee shall establish and maintain the
     Note Payment Account which shall be an Eligible Account, for the benefit of
     the  Noteholders  and the Note Insurer.  The Note Payment  Account shall be
     funded to the extent that (x) the Issuer shall remit the Redemption  Amount
     pursuant to Section  11.02,  (y) the Note Insurer  shall remit any required
     payment  pursuant  to the  Policy,  or (z)  the  Trustee  shall  remit  the
     Available Funds from the Collection Account pursuant to Section 4.03.

(r)  Section  8.07(b) is deleted in its entirety and replaced with the following
     paragraph:


     "(b) Outside Parties.  The Servicer will not engage any outside parties for
     the collection or servicing of Receivables (including,  without limitation,
     any  activities in respect of  Receivables  of the nature  described in the
     Capital One Balance Transfer Agreement) on any basis except Permitted Third
     Parties.".

(s)  Section 9.01(a) is amended by inserting the following  phrase,  immediately
     after the phrase "the Monthly  Servicer  Report for the related  Collection
     Period":

     ", the weekly Capital One Servicing  Report for the  immediately  preceding
     week or the  Semi-Annual  Servicer's  Compliance  Report  for  the  related
     Reporting Period".

(t)  Section  9.01(f) is amended by deleting the phrase "the amount set forth on
     Exhibit 9.01(f) attached hereto for the applicable period" and replacing it
     with "$5,000,000."

(u)  Exhibit 9.01(f) is deleted in its entirety.

(v)  Section  9.01(h) is deleted in its entirety and replaced with the following
     paragraph:

     "(h) as of (i) any  Semi-Annual  Determination  Date,  commencing  with the
     December  31, 2002  Semi-Annual  Determination  Date or (ii) the  Scheduled
     Termination  Date, the Note Balance is greater than the amount specified in
     Exhibit 9.01(h) for such date; or".

(w)  Exhibit  9.01(h) is deleted  in its  entirety  and  replaced  with  Exhibit
     9.01(h) attached to this Second Amendment.

(x)  Section 9.01(m) is deleted in its entirety.

(y)  Section 9.01 is amended by:

     (i)  adding the following paragraph (o), immediately after Section 9.01(n):

          "(q) the  Servicer  shall fail to duly  observe or perform  any of its
          covenants,  obligations  or  agreements  set forth in the  Capital One
          Balance  Transfer  Agreement  and such  failure  could  reasonably  be
          expected to have a material  adverse effect on the rights or interests
          of the Note Insurer, the Noteholders, the Trustee or the Trust Estate;
          or", and

     (ii) adding the following paragraph (p), immediately after Section 9.01(o):

          "(r)  the  Servicer   shall  agree  to  any   amendment,   supplement,
          restatement,  waiver  or  modification  of  the  Capital  One  Balance
          Transfer   Agreement   without  the  prior  written   consent  of  the
          Controlling   Party   (which   consent   shall  not  be   unreasonably
          withheld).".

(z)  Section 9.02(a) is amended by:

     (i)  deleting clause (ii) of the first sentence thereof in its entirety and
          replacing it with the following clause:

          "(ii) the last day of each Servicing  Period,  unless the Servicer has
          been appointed by the  Controlling  Party, on or prior to the 30th day
          immediately  preceding the last day of such Servicing Period,  for the
          next succeeding Servicing Period.";

     (ii) deleting  the phrase "If the  Controlling  Party does not  appoint the
          Servicer  to a  successive  Collection  Period by the first day of the
          immediately  preceding Collection Period, at the end of the Collection
          Period through which the Servicer has previously been appointed," from
          the third  sentence  thereof in its entirety and replacing it with the
          following phrase:

          "If  the  Controlling  Party  does  not  appoint  the  Servicer  to  a
          successive Servicing Period by the 30th day immediately  preceding the
          last day of the existing Servicing Period, at the end of the Servicing
          Period through which the Servicer has previously been appointed,"; and

     (iii)deleting  the phrase "On or after the receipt by the  Servicer of such
          written  notice," from the fifth sentence  thereof in its entirety and
          replacing it with the following phrase:

          "On or  after  the  receipt  by the  Servicer  of  written  notice  of
          termination,  or, if earlier,  upon the automatic  termination  of the
          rights and obligations of the Servicer in accordance with the terms of
          this Section,".

(aa) Section  9.02(b) is amended by deleting  the phrase "or if the  Controlling
     Party does not appoint the Servicer to a successive quarterly term," in its
     entirety and replacing it with the following phrase:

          "or,  if earlier,  upon the  automatic  termination  of the rights and
          obligations of the Servicer in accordance  with the terms of paragraph
          (a) above,".

(bb) Section 9.02 is amended by:


     (i)  adding the following paragraph (c), immediately after Section 9.02(d):

          "(c) Promptly  upon the  occurrence of an Event of Default or Servicer
          Default or, if earlier,  upon the automatic  termination of the rights
          and  obligations  of the  Servicer  in  accordance  with the  terms of
          paragraph (a) above,  the Servicer  shall deliver all material,  data,
          back-up files, software,  licenses, and all other information relating
          to the  Receivables,  in  its  control,  which  may  be  necessary  or
          convenient for the collection of the Receivables by a party other than
          Midland Credit Management, Inc. to the Back-up Servicer, the Successor
          Servicer or the Note Insurer,  as the Controlling  Party may direct in
          writing to the Servicer."; and

     (ii) adding the following paragraph (d), immediately after Section 9.02(c):

          "(d) In addition to the  remedial  provisions  set forth in clause (a)
          above,  and not by way of  limitation  of any remedies to which any of
          the Trustee, the Note Insurer or the Noteholders are entitled upon the
          occurrence of a Servicer Default, the Servicer acknowledges and agrees
          that,  upon the occurrence of a Servicer  Default  pursuant to Section
          9.01(h),  the  Servicing  Fee shall  automatically  be reduced for the
          Servicing Period  immediately  following the date of the occurrence of
          such Servicer  Default (i) in respect of Net Proceeds,  from [***]% to
          [***]% and (ii) in  respect of 99-1  Capital  One Net  Proceeds,  from
          [***]% to [***]% and [***]% to [***]%, as applicable; provided that no
          such  reduction in Servicing Fee incurred by a Servicer shall apply to
          its Successor Servicer.".

     (iii)adding  the  following   paragraph  (e),   immediately  after  Section
          9.02(d):

          "(e)  Notwithstanding  any termination of Midland as Servicer prior to
          the  Capital One  Balance  Transfer  Agreement  Termination  Date,  if
          Capital One shall not consent to the  replacement of Midland under, or
          the early termination of, the Capital One Balance Transfer  Agreement,
          Midland (i) may  continue to act as Servicer  solely in respect of the
          Specified  99-1  Receivables  and  to  receive  that  portion  of  the
          Servicing Fee related solely to such Specified  99-1  Receivables  and
          (ii) shall remain bound by the terms and  provisions  of the Indenture
          and Servicing  Agreement,  in its individual capacity and as Servicer,
          until the Capital One Balance  Transfer  Agreement  Termination  Date;
          provided,  that Midland  agrees that if it is  terminated  as Servicer
          following a Servicer Default or if its rights and




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

          obligations  as Servicer are  automatically  terminated  in accordance
          with Section  9.02(a),  it shall cooperate in any  negotiations of the
          Trustee  and/or  the  Controlling  Party  with  Capital  One  for  the
          replacement of Midland under, or the early termination of, the Capital
          One Balance Transfer Agreement.

(cc) Section  9.03 is amended by inserting  the  following  phrase,  immediately
     after the phrase "On and after the time the  Servicer  receives a notice of
     termination pursuant to Section 9.02 or tenders its resignation pursuant to
     Section 8.05,":


     "or,  if  earlier,  upon  the  automatic  termination  of  the  rights  and
     obligations  of the  Servicer  in  accordance  with the  terms  of  Section
     9.02(a),".

(dd) Section 9.08 is amended by adding the following paragraph (k),  immediately
     after Section 9.08(j):


     "(k) the Capital One Up-Front  Payment Amount shall not have been deposited
     in the Collection  Account within two (2) Business Days of the execution of
     this Second Amendment.

(ee) Article XI is amended by adding the following  Section  11.04,  immediately
     after Section 11.03:

     "Section 11.04  Surrendering of Notes.  Each Noteholder shall surrender its
     Note within  fourteen  (14) days after  receipt of the final payment due in
     connection  therewith.  Each  Noteholder,  by its  acceptance  of the final
     payment with respect to its Note, will be deemed to have  relinquished  any
     further right to receive  payments under this Agreement and any interest in
     the Trust Estate.  Each  Noteholder  shall  indemnify and hold harmless the
     Issuer,  the Trustee,  the Note Insurer and any other Person against whom a
     claim is asserted in connection  with such  Noteholder's  failure to tender
     the Note to the Trustees for cancellation.";

(ff) Exhibit A is deleted in its entirety  and replaced  with Exhibit A attached
     hereto.

(gg) Exhibit B attached to this Second  Amendment is hereby attached to and made
     a part of the Indenture and Servicing Agreement.

(hh) Exhibit C attached to this Second  Amendment is hereby attached to and made
     a part of the Indenture and Servicing Agreement.

                                   ARTICLE II

                                  MISCELLANEOUS


SECTION 1. Effectiveness of Second Amendment;  Conditions Precedent. This Second
Amendment  shall  become  effective  upon  the  satisfaction  of  the  following
conditions precedent (such date, the "Amendment Effective Date"):


     (a)  each of the parties to this Second Amendment shall have received fully
          executed counterparts of this Second Amendment;


     (b)  the Trustee  and the  Controlling  Party  shall have  received a fully
          executed  copy of (i) the Capital One Balance  Transfer  Agreement and
          (ii) each of the other documents,  instruments and agreements  entered
          into in connection  with the Capital One Balance  Transfer  Agreement,
          which  agreements  shall be in form and substance  satisfactory to the
          Controlling Party;

     (c)  the Trustee shall have furnished written notification of the substance
          of this Second Amendment to the Rating Agency and the Placement Agent;
          and

     (d)  other than the Events of Default and Servicer Defaults waived pursuant
          to the Eighth  Waiver to Indenture and  Servicing  Agreement  dated of
          even  date  herewith  among the  Trustee,  the  Servicer  and the Note
          Insurer,  no event or condition shall have occurred and be continuing,
          or would result from the  execution,  delivery or  performance of this
          Second  Amendment,  that  would  constitute  an Event of  Default or a
          Servicer Default,  and the Trustee,  the Controlling Party and each of
          the  Noteholders  shall have received a  certificate  of an authorized
          officer of the Servicer to such effect.

SECTION 2. Appointment. Midland is appointed as Servicer for the term commencing
on the  Effective  Date  and  extending  to the  Capital  One  Balance  Transfer
Agreement Termination Date.

SECTION 3. Amendment. This Second Amendment shall
only be amended in accordance with the provisions of Section 12.01 of the
Indenture and Servicing Agreement.

SECTION 4. Reference to and Effect on Agreement.

     (a)  Upon the Amendment Effective Date:

          (i)  each reference in the Indenture and Servicing  Agreement to "this
               Agreement",  "hereunder",  "hereof" or words of like import shall
               mean and be a reference to the Indenture and Servicing Agreement,
               as amended hereby; and

          (ii) each  reference to the Indenture  and Servicing  Agreement in the
               other   Transaction   Documents  and  in  any  other   documents,
               instruments   and  agreements   executed   and/or   delivered  in
               connection  therewith,  shall  mean  and  be a  reference  to the
               Indenture and Servicing Agreement as amended hereby.

     (b)  Except as expressly  amended  hereby,  the terms and conditions of the
          Indenture and  Servicing  Agreement,  of all of the other  Transaction
          Documents and of any other document,  instrument or agreement executed
          in connection  herewith or  therewith,  shall remain in full force and
          effect and are hereby ratified and confirmed.


     (c)  The execution,  delivery and  effectiveness  of this Second  Amendment
          shall not operate as a waiver of any right,  power or remedy of any of
          the parties hereto under the Indenture and Servicing  Agreement or any
          other  Transaction  Document  or any  other  document,  instrument  or
          agreement executed in connection herewith or therewith.

SECTION 5. GOVERNING LAW; WAIVER OF JURY TRIAL.  THIS SECOND  AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK
AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES  OF THE  PARTIES  UNDER THIS  SECOND
AMENDMENT  SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS,  INCLUDING  SECTION
5-1401 OF THE GENERAL  OBLIGATION LAW OF NEW YORK, BUT OTHERWISE  WITHOUT REGARD
TO CONFLICT OF LAWS PROVISIONS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
OF THE PARTIES  HERETO WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE IN RESOLVING
ANY DISPUTE,  WHETHER  SOUNDING IN  CONTRACT,  TORT,  OR  OTHERWISE  BETWEEN THE
PARTIES HERETO ARISING OUT OF, CONNECTED WITH,  RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP  BETWEEN  ANY OF THEM IN  CONNECTION  WITH  THIS  AGREEMENT  OR THE
TRANSACTIONS  CONTEMPLATED  HEREBY.  INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT
WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

SECTION 6. Severability of Provisions;  Counterparts.  If any one or more of the
covenants, agreements, provisions or terms of this Second Amendment shall be for
any reason  whatsoever held invalid or unenforceable in any  jurisdiction,  then
such covenants,  agreements,  provisions or terms shall be deemed severable from
the  remaining  covenants,  agreements,  provisions  or  terms  of  this  Second
Amendment and shall in no way affect the validity or enforceability of the other
provisions  of  this  Second  Amendment  or  the  Notes,  or the  rights  of the
Noteholders.  This Second Amendment may be executed simultaneously in any number
of  counterparts,  each of which shall be deemed to be an  original,  and all of
which shall constitute but one and the same instrument.

SECTION 7. Note Insurer.  This Second  Amendment is not evidence of any position
by the Note  Insurer,  affirmative  or  negative,  as to  whether  action by the
Noteholders,  or any other  party,  is required in addition to the  execution of
this Second Amendment by the Note Insurer. No representation is made by the Note
Insurer as to the necessity for or the satisfaction of any additional  action or
condition under the Indenture with respect to the amendment thereof. This Second
Amendment  does not modify the  obligations of the Note Insurer under the Policy
as set forth therein.

SECTION 8. Representations, Warranties and Covenants. Each of the Issuer and the
Servicer hereby:

     (a)  reaffirms all covenants,  representations and warranties made by it in
          the Indenture and Servicing Agreement;

     (b)  agrees that all such covenants,  representations  and warranties shall
          be deemed to have been remade as of the date of this Second Amendment;
          and

     (c)  represents  and warrants that this Second  Amendment  constitutes  its
          legal,  valid  and  binding  obligation,  enforceable  against  it  in
          accordance with its terms.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                [Second Amendment to Indenture - Signature Page]

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



                                           MIDLAND RECEIVABLES 99-1 CORPORATION,
                                           as Issuer


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



                                           MIDLAND CREDIT MANAGEMENT, INC.,
                                           as Servicer



                                           By:____/s/ Carl C. Gregory, III_____
                                           Name:  Carl C. Gregory, III
                                           Title:    President & CEO



                                           WELLS FARGO BANK MINNESOTA, not in
                                           its individual capacity, but solely
                                           as Trustee and as Backup Servicer




                                           By:___/s/ Timothy Matyi______________
                                           Name:  Timothy Matyi
                                           Title:    Assistant Vice President



                                           RADIAN ASSET ASSURANCE INC.,
                                           as Note Insurer




                                           By:____/s/ Annemarie Brostek ________
                                           Name: Annemarie Brostek
                                           Title: VP, Risk Management


                                           NM ROTHSCHILD & SONS (AUSTRALIA)
                                           LIMITED, as a Noteholder


                                           By:__________________________________
                                           Name:
                                           Title:

                                           PFL LIFE INSURANCE COMPANY, as a
                                           Noteholder


                                           By:_____/s/ Greg Podhajsky___________
                                           Name:  Greg A. Podhajsky
                                           Title:    Vice President


                                           LIFE INVESTORS INSURANCE COMPANY OF
                                           AMERICA, as a Noteholder


                                           By:_____/s/ Greg Podhajsky___________
                                           Name:  Greg A. Podhajsky
                                           Title:    Vice President


                                           RELIANCE STANDARD LIFE INSURANCE
                                           COMPANY, as a Noteholder


                                           By:__________________________________
                                           Name:
                                           Title:

EX-10

Exhibit 10.5

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



Midland Credit Management, Inc.
5775 Roscoe Court
San Diego, CA 92123-1356

September 19, 2002

Cathleen B. Knight
Senior Vice President
Daiwa Securities America Inc.
32 Old Slip
New York, NY 10005-3538

Dear Cathy:

MCM wants to respond to your request to bid on the portfolio currently serviced
by our company. In addition, we want to suggest an alternative to sales that
would allow for the continuation of the outstanding collection efforts on your
portfolio.

First, MCM is willing to purchase the portfolio from Daiwa for $[***]. The
transaction would be an "as-is" transaction with Daiwa not having to support MCM
in any way after the purchase. We believe this is a fair price for the portfolio
given its age. We would like the transaction to occur on October 1, 2002 and our
offer is subject to obtaining lender approval. This offer will change with the
passage of additional time.

If that option is not acceptable to Daiwa, then we need to examine our current
servicing arrangement. Given the age of the paper, both the cost to collect and
the market rate for collecting this type of paper exceed our servicing fee. As a
result, we are exhausting your receivables at a very rapid rate. Therefore, we
need to adjust the servicing fee to [***] immediately to avoid a rapid decline
in collections.

As we stated in our meeting last month, it is our goal to continue to provide
Daiwa with the best servicing possible. However, we cannot continue to lose
money on the relationship. We hope that one of the options listed above will be
acceptable to your company. Please let me know if I can answer any questions.

Sincerely,

/s/ J. Brandon Black

J. Brandon Black
Chief Operating Officer

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