RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of July 10, 2000, by and between ZALE FUNDING TRUST, a Delaware statutory business trust wholly owned by Zale Delaware, Inc. ("Seller"), and ASSOCIATES CREDIT CARD SERVICES, INC., a Delaware corporation("Purchaser").

RECITALS

Seller owns certain receivables originated by Jewelers National Bank, a national banking association("JNB"), which Seller purchased, without recourse, from Zale Delaware, Inc., a Delaware corporation ("Z Del"), pursuant to a Purchase and Servicing Agreement dated as of July 15, 1999 among Seller, Z Del and JNB.

Purchaser desires to purchase from Seller, without recourse, and Seller desires to sell to Purchaser, without recourse, all of Seller's right, title and interest in and to such receivables, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

As used herein, the following terms shall have the following respective meanings:

"Account" shall mean a credit card account owned by JNB.

"Account Documentation" shall mean all books and records in the possession or control of Seller relating to the Accounts, including without limitation, applications for accounts, acceptance certificates for prescreened offers, periodic statements, credit and collection files, file maintenance data, correspondence, whether in documentary form or on microfilm, microfiche, magnetic tape, computer disk or other form.

"Adjustment Notice" shall have the meaning set forth in Section 2.2 (b) hereof.

"Adjustment Notice Date" shall have the meaning set forth in Section 2.2 (b) hereof.

"ADS" shall mean ADS Alliance Data Systems, Inc., a Delaware corporation.

"ADS Agreement" shall mean that certain Credit Services Processing Agreement dated May 5, 1998, among ADS, Z Del and JFS.

"Applicable Interest Rate" shall have the meaning set forth in Section 2.2 (b) hereof.

"Applicable Law" means all provisions of statutes, rules, regulations and orders of any Federal, state, municipal or other governmental department, commission, board, bureau, agency

or instrumentality or any court, in each case, whether of the United States or foreign, applicable to a Person, and all orders and decrees of arbitrators in proceedings or actions in which the Person in question is a party.

"Arbitration Notice" shall have the meaning set forth in Article XII hereof.

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