0000927089-03-000012 Sample Contracts

UNCONDITIONAL CONTINUING GUARANTY
Unconditional Continuing Guaranty • February 5th, 2003 • Itla Capital Corp • Savings institutions, not federally chartered • Nevada

This Unconditional Continuing Guaranty (hereinafter "Guaranty") is made by Household Finance Corporation, a Delaware corporation (the "Guarantor"), in favor of Imperial Capital Bank, a California corporation, and its officers, directors, shareholders and subsidiaries ("Imperial").

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AMENDED AND RESTATED SALE AND SERVICING AGREEMENT FOR RALS AND RACS
Sale and Servicing Agreement for Rals and Racs • February 5th, 2003 • Itla Capital Corp • Savings institutions, not federally chartered • New York

This Amended and Restated Sale and Servicing Agreement for RALs and RACs (the "Agreement"), dated as of January 3, 2003, is between Household Tax Masters Inc., a Delaware corporation, with a place of business at Suite 200 Somerset Corporate Blvd., Bridgewater, New Jersey 08807 in its capacity as servicer under this Agreement (in such capacity, together with its successors and assigns in such capacity, "Tax Masters" or "Servicer"), Household Tax Masters Acquisition Corporation, a Delaware corporation ("HTMAC"), and Imperial Capital Bank, a California State chartered bank, with a place of business at 888 Prospect Street, Suite 110, La Jolla, California 92037 ("Imperial"). Tax Masters, HTMAC and Imperial may be referred to individually as "Party" or collectively as "Parties".

LICENSING AGREEMENT
Licensing Agreement • February 5th, 2003 • Itla Capital Corp • Savings institutions, not federally chartered

This Licensing Agreement (hereinafter referred to as the "Agreement") is made as of the 30th day of October, 2002 by and between Beneficial Franchise Company, Inc. ("BFC") and Imperial Capital Bank ("Licensee"). BFC and Licensee are referred to herein collectively as the "Parties".

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