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                                                                    Exhibit 10.2

                               AGREEMENT OF LEASE

                                     BETWEEN

                                  ADVANTA CORP.

                                       AND

                                ROSEMARY CAUCHON
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         AGREEMENT OF LEASE made as of this 1st day of January, 2002 by and
between ADVANTA CORP., a Delaware corporation (hereinafter called "Landlord")
and ROSEMARY CAUCHON, an individual (hereinafter called "Tenant").

         For and in consideration of the agreements contained in this Lease,
Landlord and Tenant, intending to be legally bound, agree as follows:

         1. Premises. Landlord does hereby lease to Tenant and Tenant does
hereby lease from Landlord, for the term and upon the terms and conditions in
this Lease, the condominium unit of Landlord referred to as Unit "B" in that
certain Declaration of Condominium of Kemmerer Mansion Condominium dated January
17, 1986, recorded with the Recorder of Deeds of Delaware County in Deed Book
305, page 345 and shown as such in the Declaration Plan dated November 22, 1985,
last revised January 16, 1986 and recorded in Delaware County in Condominium
Plan Book 14 page 408 (collectively, the "Declaration"), which unit has an
address of 408 Barbara Lane, Radnor Township, Delaware County, Pennsylvania,
together with Landlord's proportionate undivided interest in the Common Elements
(as defined in the Declaration), together with all equipment, furniture and
furnishings located at the property and made available by, paid for or purchased
by, Landlord for Tenant's use thereon (collectively, the "Premises").

         2. Term. The term of this Lease shall commence on the date of this
Lease and shall end, without the necessity for notice from either party to the
other, on the first of the following events to occur: (a) Tenant shall cease to
be employed by Advanta Bank Corp., (b) Tenant shall cease to maintain her
principal place of residence in the Baltimore area or (c) Tenant shall purchase
the Premises from Landlord under the terms of this Lease. Tenant shall have a
reasonable period of time after any lease termination, not to exceed thirty (30)
days, during which she will have access to the Premises for the purpose of
removing her personal property.

         3. Minimum Rent. Tenant shall pay to Landlord as minimum rent the sum
of Ten Dollars ($10.00) per annum, payable in advance, on the first day of each
calendar year during the term of this Lease.

         4. Care of the Premises. Tenant shall maintain the Premises and shall
cause any necessary repairs or replacements to be made to maintain the Premises
in good working order and condition, ordinary wear and tear excepted. Tenant
shall advise Landlord of any necessary repair or replacement which is estimated
to cost more than $1,000.00 in the aggregate or would otherwise require a
structural change or repair to the Premises, which in each case shall be subject
to Landlord's reasonable approval. Landlord shall reimburse Tenant for the cost
of any such maintenance or repair, upon Tenant's request made in accordance with
Landlord's reimbursement policies and procedures.

         5. Insurance.

                  (a) Landlord's Insurance. Landlord shall maintain at its
expense an all risk casualty insurance policy in an amount not less than the
full insurable value of all improvements and personalty on the Premises
(excluding Tenant's personal property) and such other insurance
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as Landlord may be required to maintain under the Condominium Documents. At
Tenant's request, Landlord shall provide Tenant with evidence of such insurance
at least annually.

                  (b) Tenant's Insurance. Tenant shall maintain at her expense
renter's insurance in an amount not less than the full insurable value of her
personal property in the Premises. Tenant shall carry a general liability
insurance policy with coverage limits of not less than Two Hundred and Fifty
Thousand Dollars ($250,000) per occurrence and shall name Landlord as an
additional insured on such policy. At Landlord's request, Tenant shall provide
Landlord with a certificate evidencing such insurance at least annually.
Landlord will reimburse Tenant for the cost of such insurance upon Tenant's
request made in accordance with Landlord's reimbursement policies and
procedures.

         6. Improvement and Restoration of the Premises.

                  (a) Improvements. All improvements, repairs, equipment,
furnishings and other property attached to the Premises or any part thereof made
or installed on the Premises by or on behalf of Tenant at Landlord's expense
shall become part of the Premises and the property of Landlord without any
additional payment by Landlord and shall be surrendered to Landlord upon the
expiration or earlier termination of the term of this Lease.

                  (b) Restoration of Fire Damage. If the building or other
improvements on the Premises are damaged or destroyed by fire or other casualty,
this Lease will terminate unless Landlord and Tenant mutually agree in writing
to restore the Premises and extend the term of this Lease.

         7. Landlord's Right of Entry. Upon Landlord's request, Tenant agrees to
permit Landlord and the authorized representatives of Landlord to enter the
Premises from time to time as needed at reasonable times on reasonable notice.

         8. Utility and Maintenance Charges. Tenant shall pay the rents and
charges for water and sewer services and the costs and charges for gas, heat,
light, electricity and power and any other utility or service used or consumed
in or servicing the Premises, including any required landscaping services, and
all other costs and expenses involved in the care, management and use of the
Premises. Landlord shall reimburse Tenant for such costs and expenses upon
Tenant's request made in accordance with Landlord's reimbursement policies and
procedures.

         9. Landlord's Responsibilities. While Landlord shall not be required to
render services of any kind to Tenant under this Lease, upon Tenant's request
made in accordance with Landlord's reimbursement policies and procedures,
Landlord shall reimburse Tenant for the cost of services provided by third
parties to Tenant in accordance with the provisions of this Lease. As owner of
the Premises, Landlord shall also pay all real estate taxes due for the Premises
and any fees due under the Condominium Documents.

         10. Governmental and Other Regulations. Tenant shall use and keep the
Premises in compliance with applicable requirements of federal, state and
municipal governments and will observe and comply with applicable requirements
of insurance policies in force with respect to the Premises. Tenant also
acknowledges that she has received a copy of the Declaration and the Bylaws of
Kemmerer Mansion Condominium (collectively, the "Condominium Documents")
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and, during the term of this Lease, she will not do anything, or permit anything
to be done, that would violate the Condominium Documents.

         11. Use of Premises. Tenant shall use the Premises only as a one-family
private dwelling for herself and her family.

         12. Mechanics' Liens, etc. Tenant shall not allow any mechanics or
other lien to be filed against the Premises for repairs ordered or arranged by
Tenant.

         13. Mutual Releases; Waiver of Subrogation.

                  (a) Releases. Landlord shall not be liable for, and Tenant
releases Landlord from, all claims for loss of life, personal injury or damage
to property sustained by Tenant or any person claiming by, through or under
Tenant resulting from fire, accident, occurrence or condition in, on or about
the Premises, except for any negligence of Landlord. Tenant shall not be liable
for, and Landlord releases Tenant from, all claims for loss of life, personal
injury or damage to property sustained by Landlord or any person claiming by,
through or under Landlord resulting from fire, accident, occurrence or condition
in, on or about the Premises, except for any negligence of Tenant.

                  (b) Waiver of Subrogation. Notwithstanding any other provision
of this Lease, each party hereby waives any claim against the other for damage
to property by insurable casualty, it being understood that each party will look
to the proceeds, if any, of insurance and that the insurers will not be entitled
to recover from the other party hereunder for such damage, by way of subrogation
or otherwise.

         14. Condemnation.

                  (a) Condemnation of Premises. If all or any material part of
the Premises is taken or condemned for a public or quasi-public use, this Lease
will terminate unless Landlord and Tenant otherwise mutually agree in writing to
extend the term of this Lease.

                  (b) Award. Tenant shall have the right to make a claim against
the condemning authority for moving and related expenses which are payable to
tenants under Pennsylvania law. Tenant hereby waives any claims against Landlord
and any other claims against the condemning authority, and Tenant assigns to
Landlord all claims against the condemning authority including all claims for
leasehold damages and reduction in the value of Tenant's leasehold interest, but
excluding the claims for moving and related expenses under the first sentence of
this Section.

         15. Assignment and Subletting. Tenant shall not assign this Lease, or
sublet all or any part of the Premises. Tenant acknowledges that any rights to
occupancy of the Premises by her spouse or other members of her family are
derived from and subject to her rights as Tenant under this Lease.

         16. Notices; Payment of Rent.



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                  (a) Each notice or other communication required or permitted
under this Lease will be in writing and, unless and until otherwise specified in
a written notice by the party to receive it, shall be sent to the parties at the
following respective addresses:

                           if intended for Tenant:

                                    At the Premises

                           if intended for Landlord:

                                    Advanta Corp.
                                    Welsh & McKean Roads
                                    P.O. Box 844
                                    Spring House, PA  19477-0844
                                    Attn:  Marcia M. Wilf, Esquire

Notices may be given on behalf of any party by its legal counsel.

                  (b) Each such communication shall be properly given for all
purposes if (i) hand delivered or (ii) delivered to a nationally recognized
overnight courier service for next business day (or sooner) delivery.

                  (c) All payments of rent and any other charges under this
Lease shall be paid to Landlord at the address of Landlord provided in this
Section.

         17. Condition of Premises. Tenant accepts the Premises in the condition
or state in which they are as of the date of this Lease, without representation,
covenant or warranty, express or implied, in fact or in law, by Landlord.

         18. Surrender. Tenant agrees that when this Lease ends Tenant shall
leave the Premises and return them to Landlord in the same condition and repair
in which they are required to be kept during the term of this Lease, ordinary
wear and tear excepted.

         19. Agreement Dependent on Employment. This Lease is made pursuant to
the letter agreement between the parties dated September 26, 2001 relating to
the employment of Tenant at Advanta and, if Tenant shall for any reason cease to
be employed by Advanta Bank Corp.or if Tenant shall for any reason cease to
maintain her principal residence in the Baltimore area, this Lease shall
terminate. This Lease may not be modified in any manner except by a paper signed
by the party against which such modification is to be enforced.

         20. Tenant's Right to Purchase the Premises. At any time during the
term of this Lease upon 30 days notice to Landlord, Tenant shall have the right
to purchase the Premises "as-is" from Landlord upon payment of a purchase price
equal to (i) the total of all sums actually paid by Landlord (or reimbursed to
Tenant) for or in regard to the Premises, excluding condominium fees, taxes,
insurance and ordinary operating, repair and maintenance costs, but including
closing costs paid by Landlord and (ii) the depreciated "book value" (as it
appears on Advanta's books as of the month in which the closing occurs) of all
equipment, furnishings, fixtures and improvements to the Premises paid for by
Landlord, together with interest thereon at



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the rate of 5% per annum from the date expended by Landlord through the date of
Tenant's purchase. Closing shall occur on a mutually satisfactory date within 45
days after Landlord's receipt of Tenant's notice of her election to purchase.
The Premises, including all improvements, equipment, furniture and furnishings
paid for by Landlord (or for which Landlord reimbursed Tenant), shall be
conveyed to Tenant at Closing, "as-is", without representations or warranties,
but otherwise on customary terms and conditions for the sale of residential real
estate in the Philadelphia area.

         21. Representation in Condominium Association. During the term of this
Lease, Tenant shall be entitled to be Landlord's representative in the Kemmerer
Mansion Condominium Association and shall have Landlord's proxy to vote on
Landlord's behalf as if she were the owner of the Property at any meeting of the
Association or the Executive Board of the Association. However, prior to any
such voting, Tenant agrees to submit a copy of the Association's meeting agenda,
if any, to Landlord and to discuss with Landlord any potential issues
anticipated to arise at the meeting so Landlord can be informed. Tenant also
agrees that she will obtain Landlord's prior approval before she votes on any
matter in which her vote would have the effect of materially amending the
Condominium Documents or materially increasing Landlord's future obligations for
condominium fees or assessments. Tenant understands that Landlord may send a
representative to any Association meeting notwithstanding the proxy granted to
Tenant.

         To show that they agree, the parties have signed this Lease under seal
on the day and year at the top of the first page.

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<CAPTION>
Landlord:                                                     Tenant:
<S>                                                           <C>
Advanta Corp.


By:       Marcia M. Wilf                     (SEAL)                 Rosemary Cauchon                      (SEAL)
--------------------------------------------                  --------------------------------------------
         Name:  Marcia M. Wilf                                Rosemary Cauchon
         Title: Vice President,
                Corporate Administration
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