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                                                                    EXHIBIT 10.2

                                                                [EXECUTION COPY]

                               AMENDMENT NO. 1 TO
                            ADMINISTRATION AGREEMENT

                  AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT, dated as of
November 18, 2003 (this "Amendment"), between FNANB CREDIT CARD MASTER NOTE
TRUST, a statutory trust organized under the laws of the State of Delaware, as
Issuer (in such capacity, the "Issuer"), and FLEET BANK (RI), NATIONAL
ASSOCIATION, a national banking association (the "Bank"), as Administrator.

                             PRELIMINARY STATEMENTS

                  WHEREAS, the Issuer and First North American National Bank, a
national banking association ("FNANB"), as Administrator, entered into an
Administration Agreement dated as of July 1, 2002 (the "Agreement");

                  WHEREAS, DC Funding International, Inc., a Delaware
corporation ("DC Funding"), as Transferor, and Wilmington Trust Company, a
Delaware banking corporation, as Owner Trustee (in such capacity, the "Owner
Trustee"), acknowledged and accepted the Agreement;

                  WHEREAS, FNANB, the Issuer and the Bank are parties to an
Instrument of Resignation and Appointment dated as of November 18, 2003 pursuant
to which FNANB has resigned as Administrator under the Agreement and the Bank
has been appointed as successor Administrator under the Agreement;

                  WHEREAS, DC Funding, as Transferor, FNANB, as Servicer, the
Bank, JPMorgan Chase Bank, a New York banking corporation, as Trustee, and the
Issuer are parties to an Assignment and Assumption Agreement dated as of
November 18, 2003 pursuant to which, among other things, DC Funding has assigned
to the Bank all of DC Funding's rights as Transferor under the Agreement and the
Bank has assumed the performance of every covenant and obligation of DC Funding
as Transferor under the Agreement;

                  WHEREAS, Section 11 of the Agreement provides that the Issuer
and the Bank, as Administrator and as Transferor, may amend the Agreement from
time to time, with the written consent of the Owner Trustee (as such and its
individual capacity) and the Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes, subject to certain limitations
set forth therein; and

                  WHEREAS, the Issuer and the Bank, as Administrator and as
Transferor, desire to amend the Agreement as set forth herein;

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

                  Section 1. Definitions. All terms used in the Preliminary
Statements or elsewhere in this Amendment that are defined in the Agreement have
the meanings assigned to them therein, except to the extent such terms are
amended or modified in this Amendment.

                  Section 2. Amendment of Section 1. Section 1 of the Agreement
is hereby amended by deleting paragraph (xv) of subsection (a) of such section
in its entirety and by substituting the following therefor:

                           (xv) the delivery of notice to the Indenture Trustee
         and the Rating Agencies of each Event of Default and each default by
         the Servicer or the Transferor under the Transfer and Servicing
         Agreement (Section 3.18);

                  Section 3. Amendment of Section 10. Section 10 of the
Agreement is hereby amended by deleting such section in its entirety and by
substituting the following therefor (solely for convenience, changed text is
italicized):

                           Section 10. Notices. Any notice, report or other
         communication given hereunder shall be in writing and addressed as
         follows:

                           (a) if to the Issuer or the Owner Trustee, to
         Wilmington Trust Company, Rodney Square North, 1100 North Market
         Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
         Administration, telecopy number (302) 636-4140, telephone number (302)
         636-6196, with a copy to the Administrator;

                           (b) if to the Administrator or the Transferor, to
         Fleet Bank (RI), National Association, c/o Fleet Credit Card Services,
         L.P., Mail Stop: PA EH 066 02L, 680 Blair Mill Road, Horsham,
         Pennsylvania 19044, Attention: President, telecopy number (215)
         672-6214, telephone number (215) 444-6780, with a copy to General
         Counsel, Fleet Bank (RI), National Association, Mail Stop: PA EH 066
         03S, 680 Blair Mill Road, Horsham, Pennsylvania 19044, telecopy number
         (215) 674-0220, telephone number (215) 444-2339; and

                           (c) if to the Indenture Trustee, to JPMorgan Chase
         Bank, 4 New York Plaza, 6th Floor, New York, New York 10004, Attention:
         ITS Structured Finance, telecopy number (212) 623-5933, telephone
         number (212) 623-5600;

         or to such other address as any party shall have provided to the other
         parties in writing. Any notice required to be in writing hereunder
         shall be deemed given if such notice is mailed by certified mail,
         postage prepaid, or hand delivered to the address of such party as
         provided above, except that notices to the Indenture Trustee, the
         Transferor, the Administrator or the Issuer are effective only upon
         receipt.

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                  Section 4. Amendment of Section 17. Section 17 of the
Agreement is hereby amended by deleting such section in its entirety and by
substituting the following therefor (solely for convenience, changed text is
italicized):

                           Section 17. Not Applicable to Fleet Bank (RI),
         National Association in Other Capacities. Nothing in this Agreement
         shall affect any obligation the Bank may have in any other capacity,
         other than as Administrator.

                  Section 5. Amendment of Section 20. Section 20 of the
Agreement is hereby amended by deleting such section in its entirety and by
substituting the following therefor:

                           Section 20. Nonpetition Covenants. Notwithstanding
         any prior termination of this Agreement, the Administrator shall not at
         any time with respect to the Issuer or FNANB Credit Card Master Trust,
         and the Issuer shall not at any time with respect to FNANB Credit Card
         Master Trust, acquiesce, petition or otherwise invoke or cause the
         Issuer or FNANB Credit Card Master Trust to invoke the process of any
         court or government authority for the purpose of commencing or
         sustaining a case against the Issuer or FNANB Credit Card Master Trust
         under any Federal or state bankruptcy, insolvency or similar law or
         appointing a receiver, conservator, liquidator, assignee, trustee,
         custodian, sequestrator or other similar official of the Issuer or
         FNANB Credit Card Master Trust or any substantial part of their
         respective properties, or ordering the winding up or liquidation of the
         affairs of the Issuer or FNANB Credit Card Master Trust; provided,
         however, that this Section 20 shall not operate to preclude any remedy
         described in Article V of the Indenture.

                  Section 6. Incorporation of Agreement. The Agreement as
amended by this Amendment is hereby incorporated by reference and forms a part
of this instrument with the same force and effect as if set forth in full
herein. In the event that any term or provision contained herein shall conflict
or be inconsistent with any term or provision contained in the Agreement, the
terms and provisions of this Amendment shall govern. After the date hereof, any
reference to the Agreement shall mean the Agreement as amended by this
Amendment.

                  Section 7. Ratification of the Agreement. As amended by this
Amendment, the Agreement is in all respects ratified and confirmed, and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.

                  Section 8. Counterparts. This Amendment may be executed in two
or more counterparts (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

                  Section 9. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

                                          FNANB CREDIT CARD MASTER NOTE TRUST,
                                             as Issuer

                                          By:  WILMINGTON TRUST COMPANY,
                                               not in its individual capacity
                                               but solely as Owner Trustee

                                          By: /s/ Patricia A. Evans
                                              ---------------------------------
                                                Name:  Patricia A. Evans
                                                Title: Assistant Vice President

                                          FLEET BANK (RI), NATIONAL ASSOCIATION,
                                             as Administrator and as Transferor

                                          By: /s/ Jeffrey A. Lipson
                                              ---------------------------------
                                                Name:  Jeffrey A. Lipson
                                                Title: Vice President

Acknowledged and Accepted:

WILMINGTON TRUST COMPANY,
      not in its individual capacity but
      solely as Owner Trustee

By: /s/ Patricia A. Evans
    ------------------------------------
      Name:  Patricia A. Evans
      Title: Assistant Vice President

CONSENTED TO:

WILMINGTON TRUST COMPANY,
      as Owner Trustee and in its
      individual capacity

By: /s/ Patricia A. Evans
    ------------------------------------
      Name:  Patricia A. Evans
      Title: Assistant Vice President

FNANB Bankcard Portfolio Sale
Amendment No. 1 to Administration Agreement
November 18, 2003