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                                                                    EXHIBIT 4.10

                                                                [EXECUTION COPY]

                          SECOND SUPPLEMENTAL INDENTURE
                                       TO
                       SERIES 2002-A INDENTURE SUPPLEMENT

                  SECOND SUPPLEMENTAL INDENTURE TO SERIES 2002-A INDENTURE
SUPPLEMENT, dated as of November 18, 2003 (this "Supplemental Indenture"),
between FNANB CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and
existing under the laws of the State of Delaware (the "Issuer"), and JPMORGAN
CHASE BANK, a bank organized and existing under the laws of the State of New
York, not in its individual capacity, but solely as Indenture Trustee (together
with its successors in the trusts thereunder as provided in the Master Indenture
referred to below, the "Indenture Trustee").

                             PRELIMINARY STATEMENTS

                  WHEREAS, the Issuer and the Indenture Trustee are parties to a
Master Indenture dated as of July 1, 2002, as supplemented (the "Master
Indenture"), as further supplemented by the Series 2002-A Indenture Supplement
thereto dated as of July 19, 2002, as supplemented (the "Indenture Supplement");

                  WHEREAS, DC Funding International, Inc., a Delaware
corporation ("DC Funding"), as Transferor, First North American National Bank, a
national banking association ("FNANB"), as Servicer, Fleet Bank (RI), National
Association, a national banking association (the "Bank"), JPMorgan Chasse Bank,
as Trustee, and the Issuer are parties to an Assignment and Assumption Agreement
dated as of November 18, 2003 pursuant to which (i) DC Funding has assigned to
the Bank all of DC Funding's rights as Transferor under the Master Indenture
(and all Supplemental Indentures) and the Bank has assumed the performance of
every covenant and obligation of DC Funding as Transferor under the Master
Indenture (and all Supplemental Indentures) and (ii) FNANB has assigned to the
Bank all of FNANB's rights as Servicer under the Master Indenture (and all
Supplemental Indentures) and the Bank has assumed the performance of every
covenant and obligation of FNANB as Servicer under the Master Indenture (and all
Supplemental Indentures);

                  WHEREAS, Section 10.2 of the Master Indenture provides that
the Issuer and the Indenture Trustee, with the consent of the Holders of Notes
representing more than 66-2/3% of the principal balance of the Outstanding Notes
of each adversely affected Series, upon satisfaction of the Rating Agency
Condition and when authorized by an Issuer Order, may enter into one or more
indentures supplemental to any Indenture Supplement, among other purposes, to
add any provisions to, or to change in any manner or eliminate any of the
provisions of, such Indenture Supplement or to modify in any manner the rights
of the Holders of the Notes under such Indenture Supplement (other than certain
additions or changes that require the consent of the Holders of each outstanding
Note affected thereby); and

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                  WHEREAS, the Issuer and the Indenture Trustee are entering
into this Supplemental Indenture to amend the Indenture Supplement as set forth
herein;

                  NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the Issuer and the Indenture Trustee agree as follows:

                  Section 1. Definitions. All terms used in this Supplemental
Indenture that are defined in the Master Indenture (as supplemented by the
Indenture Supplement) have the meanings assigned to them therein, except to the
extent such terms are amended or modified in this Supplemental Indenture.

                  Section 2. Substitution of Fleet, as Transferor, for DC
Funding, as Transferor. On and after the Assumption Date, all references in the
Indenture Supplement to the Transferor shall be deemed to be references to Fleet
in such capacity and not to DC Funding.

                  Section 3. Substitution of Fleet, as Servicer, for FNANB, as
Servicer. On and after the Assumption Date, all references in the Indenture
Supplement to the Servicer shall be deemed to be references to Fleet in such
capacity and not to FNANB.

                  Section 4. Amendment of Section 2.1.

                  (a) Section 2.1 of the Indenture Supplement is hereby amended
by deleting the definitions of "Circuit City" and "Financial Trigger Event."

                  (b) Section 2.1 of the Indenture Supplement is hereby amended
by deleting the following text at the end of the definition of "Required Spread
Account Percentage":

         "; and, provided further, that, notwithstanding any of the above to the
         contrary, if a Financial Trigger Event has occurred and is continuing,
         unless otherwise agreed to by Ambac, the Required Spread Account
         Percentage shall equal the greater of (x) the Required Spread Account
         Percentage determined in accordance with the table above and (y) 3.00%"

                  (c) Section 2.1 of the Indenture Supplement is hereby amended
by deleting the definitions of "Insurance Agreement," "Premium Side Letter
Agreement" and "Transaction Documents" in their entirety and by substituting the
following therefor (solely for convenience, changed text is italicized):

                           "Insurance Agreement" means the Amended and Restated
         Insurance and Indemnity Agreement dated as of November 18, 2003 among
         Ambac, the Bank, the Issuer and the Indenture Trustee.

                           "Premium Side Letter Agreement" means the letter
         agreement dated November 18, 2003 among Ambac, the Bank and the
         Indenture Trustee setting forth the payment arrangements for the
         Monthly Series Enhancement Fee and certain other fees and expenses.

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                           "Transaction Documents" means the Master Indenture,
         this Indenture Supplement, the Transfer and Servicing Agreement, the
         Trust Agreement, the Administration Agreement, the Insurance Agreement,
         the Policy and, until the Certificate Trust Termination Date, the
         Pooling and Servicing Agreement and the Collateral Series Supplement

                  Section 5. Amendment of Section 4.5. Section 4.5 of the
Indenture Supplement is hereby amended by substituting "the Bank" for "FNANB" in
paragraph (a)(ii) of such section.

                  Section 6. Amendment of Section 6.1. Section 6.1 of the
Indenture Supplement is hereby amended by deleting paragraph (vi) of such
section in its entirety and by substituting the following therefor:

                           (vi) [RESERVED]

                  Section 7. Incorporation of Indenture Supplement. The
Indenture Supplement as amended by this Supplemental Indenture 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 Indenture Supplement, the terms and provisions of
this Supplemental Indenture shall govern. After the date hereof, any reference
to the Indenture Supplement shall mean the Indenture Supplement as amended by
this Supplemental Indenture.

                  Section 8. Ratification of Indenture Supplement. As amended by
this Supplemental Indenture, the Indenture Supplement is in all respects
ratified and confirmed, and the Indenture Supplement and this Supplemental
Indenture shall be read, taken and construed as one and the same instrument.

                  Section 9. Counterparts. This Supplemental Indenture 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 10. Governing Law. THIS SUPPLEMENTAL INDENTURE 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 Indenture Trustee have
caused this Supplemental Indenture 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

                                           JPMORGAN CHASE BANK,
                                           not in its individual capacity but
                                           solely as Indenture Trustee

                                           By: /s/ WEN HAO WANG
                                               ______________________________
                                                Name: WEN HAO WANG
                                                Title: Assistant Vice President

Acknowledged and Accepted:

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

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

FNANB Bankcard Portfolio Sale
Second Supplemental Indenture to Series 2002-A Indenture Supplement
November 18, 2003

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CONSENTED TO:

AMBAC ASSURANCE CORPORATION,
as deemed holder of the Class A Floating Rate
Asset Backed Notes, Series 2002-A

By: /s/ Aaron T. Caine
    -----------------------------------------
     Name: Aaron T. Caine
     Title: Vice President

FLEET BANK (RI), NATIONAL ASSOCIATION,
as record holder of the Class B Floating Rate
Asset Backed Notes, Series 2002-A

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

FNANB Bankcard Portfolio Sale
Second Supplemental Indenture to Series 2002-A Indenture Supplement
November 18, 2003