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                                                                    Exhibit 10.4


                               THIRD AMENDMENT TO
                     CLASS B CERTIFICATE PURCHASE AGREEMENT

     THIS THIRD AMENDMENT TO CLASS B CERTIFICATE PURCHASE AGREEMENT (this
"AMENDMENT"), dated as of July 30, 2002, is entered into by and among PRIME II
RECEIVABLES CORPORATION (the "TRANSFEROR"), FDS BANK, formerly known as FDS
NATIONAL BANK, (the "SERVICER"), MARKET STREET FUNDING CORPORATION (the "Class B
Purchaser") and PNC BANK, NATIONAL ASSOCIATION ( the "AGENT").

                                    RECITALS

     WHEREAS, the Transferor, the Servicer, the Class B Pur chaser and the Agent
are parties to that certain Class B Certificate Purchase Agreement, dated as of
July 6, 1999 (as amended, supplemented or otherwise modified from time to time,
the "AGREEMENT");

     WHEREAS, the parties hereto desire to amend the Agreement as hereinafter
set forth.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     SECTION 1. CERTAIN DEFINED TERMS. Capitalized terms that are used herein
without definition and that are defined in the Agreement shall have the same
meanings herein as therein defined.

     SECTION 2. AMENDMENT TO AGREEMENT. Pursuant to Section 2.2(a) of the
Agreement, the aggregate Commitment of the Class B Purchaser is hereby reduced
to the amount set forth underneath the signature of the Class B Purchaser
hereto.

     SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce the parties
hereto to enter into this Amendment, each of the parties hereto represents and
warrants unto the other parties hereto as set forth in this Section 3:

          (a) DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution, delivery
     and performance by such party of this Amendment are within its powers, have
     been duly authorized by all necessary action, and do not: (a) contravene
     its organizational documents; or (b) contravene any contractual
     restriction, law or governmental regulation or court decree or order
     binding on or affecting it; and

          (b) VALIDITY, ETC. This Amendment constitutes the legal, valid and
     binding obligation of such party enforceable against such party in
     accordance with its terms, subject to applicable bankruptcy, insolvency and
     similar laws affecting creditors' rights and general equitable principles.

     SECTION 4. EFFECT OF AMENDMENT. All provisions of the Agreement, as
expressly amended and modified by this Amendment, shall remain in full force and
effect. After this Amendment becomes effective, all references in the Agreement
to "this Agreement", "hereof", "herein" or words of similar effect referring to
the Agreement shall be deemed to be references to the Agreement as amended by
this Amendment. This Amendment shall not be deemed, either expressly or
impliedly, to waive, amend or supplement any provision of the Agreement other
than as set forth herein.



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     SECTION 5. EFFECTIVENESS. This Amendment shall become effective as of the
date hereof upon receipt by the Agent of counterparts of this Amendment (whether
by facsimile or otherwise) executed by each of the other parties hereto, in form
and substance satisfactory to the Agent in its sole discretion.

     SECTION 6. MISCELLANEOUS. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICTS OF LAW.

     (b) Headings used herein are for convenience of reference only and shall
not affect the meaning of this Amendment or any provision hereof.

     (c) This Amendment may be executed in any number of counterparts, and by
the parties hereto on separate counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.


                                           MARKET STREET FUNDING CORPORATION,
                                           as Class A Purchaser

                                           By:  /s/ Evelyn Echevarria
                                           Name: Evelyn Echevarria
                                           Title: Vice President

                                           Commitment: $22,222,222

                                           PNC BANK, NATIONAL ASSOCIATION,
                                           as Agent

                                           By: /s/ John T. Smathers
                                           Name: John T. Smathers
                                           Title: Vice President

                                           PRIME II RECEIVABLES CORPORATION,
                                           as Transferor

                                           By: /s/ Susan P. Storer
                                           Name: Susan P. Storer
                                           Title: President

                                           FDS BANK (f/k/a FDS National Bank),
                                           as Servicer

                                           By: /s/ Susan R. Robinson
                                           Name: Susan R. Robinson
                                           Title:  Treasurer