EMPLOYEE LEASING AGREEMENT



     This EMPLOYEE LEASING AGREEMENT ("Agreement") is made and entered into this

29th day of July,  2003, by and between CPP Holdings Limited ("CPP Parent") and

CPP US Operations  Group,  LLC, ("CPP US") a Delaware limited  liability company

(collectively,  "CPP"),  and Metris  Companies,  Inc.,  a  Delaware  corporation

("Metris").



                                 R E C I T A L S



     WHEREAS,  CPP and  Metris  are  parties  to  that  certain  Asset  Purchase

Agreement dated July 29, 2003, by and among Metris,  Metris Direct, Inc., Metris

Direct Services,  Inc., Metris Travel Services Inc., Metris Club Services, Inc.,

Metris Warranty Services,  Inc., and Metris Warranty Services of Florida,  Inc.,

CPP Holdings  Limited and CPP US Operations  Group,  LLC,  (the "Asset  Purchase

Agreement"), pursuant to which CPP has agreed to acquire the Purchased Assets of

the  Business  (as such  terms are  defined  in the Asset  Purchase  Agreement).

Capitalized terms used herein without definition shall have the meaning ascribed

to such terms in the Asset Purchase Agreement.



     WHEREAS,  CPP US desires to utilize certain employees of the Metris and its

Affiliates (collectively,  along with Metris, the "Metris Companies") to perform

work in the  Business  from and  after  the  Closing  for a  limited  period  as

hereinafter provided.



     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants

herein set forth, CPP and Metris (collectively, the "Parties") agree as follows:



1. Term. This Agreement shall be effective as of the Closing and shall continue

in full force and effect through September 30, 2003 or such earlier date

specified by CPP Parent or CPP US in written notice given to Metris at least 30

days in advance of such earlier termination date (the "Term").



2. Leasing of Employees and Compensation. During the Term, Metris shall, or

shall cause the applicable Metris Company to, lease to CPP US or one or more of

its subsidiaries or entities owned or controlled by CPP US and its subsidiaries

(collectively, along with CPP Parent, the "CPP Companies") specified by CPP US

for the purpose of performing work in the Business the services of the employees

identified in Attachment A (the "Leased Employees"). In all instances, such

services shall be performed at service and performance levels consistent with

those provided to the Business prior to the beginning of the Term. During the

Term and notwithstanding anything in the Asset Purchase Agreement to the

contrary, CPP US shall compensate Metris fully for all Leased Employee wage and

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