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                                                                    Exhibit 10.1

                              RELOCATION AGREEMENT

         THIS AGREEMENT is made as of June 5, 2001, by and between ADVANTA
CORP., a Delaware Corporation, ("Advanta") having an address at Welsh and McKean
Roads, Spring House, PA 19477 and Jeffrey D. Beck, an individual, ("Jeff")
having an address at 3160 East Old Ridge Circle, Salt Lake City, UT 84121.

         THE BACKGROUND OF THIS AGREEMENT IS AS FOLLOWS:

A.       Jeff is President of Advanta Bank Corp., an affiliate of Advanta. In
         connection with his presidency of Advanta Bank Corp., Advanta has asked
         Jeff to establish and maintain residency in Utah and has agreed to (i)
         provide mortgage financing for the acquisition of his residence in
         Utah, (ii) to pay Jeff a relocation payment for certain expenses
         related to his relocation to Utah and (iii) to provide a equity line of
         credit to finance certain expenses relating to the establishment and
         maintenance of his residence in Utah.

B.       As of June 5, 2001, Jeff is the owner of certain real property located
         in Salt Lake County, Utah, and known as 3160 East Old Ridge Circle,
         Salt Lake City, Utah (the "Property") which is more fully described in
         Exhibit "A" attached hereto .

C.       At closing Jeff executed and delivered to Advanta, a Note dated June 5,
         2001 in the original principal amount of Three Hundred Fifty Two
         Thousand Eight Hundred Dollars ($352,800.00) (the "Purchase Money
         Note") and a Deed of Trust dated June 5, 2001 ("Purchase Money Deed of
         Trust") securing the Purchase Money Note and intended to be a first
         lien against the Property. The Purchase Money Deed of Trust was
         recorded in the official records of Salt Lake County, Utah as Entry No.
         7697069 in Book 8465, at page 3390. A copy of the Purchase Money Note
         and a copy of the Purchase Money Mortgage are attached hereto as
         Exhibits "B" and Exhibit "C";

D.       Advanta also agreed to pay Jeff the sum of Forty Thousand Five Hundred
         Eighty-one and 08/100 Dollars ($40,581.08), as a relocation payment
         plus an additional sum equal to the amount of Jeff's income tax
         liability for such relocation payment;

E.       Advanta desires to provide to Jeff an equity line of credit in an
         amount not to exceed One Hundred Thousand Dollars ($100,000) for use by
         Jeff in establishing and maintaining the Property.

F.       Jeff has agreed to execute and deliver to Advanta a promissory note
         (the "Revolving Note"), in the form attached hereto as Exhibit "D", to
         evidence the equity line of credit;

G.       Jeff has agreed to execute and deliver to Advanta a deed of trust
         securing the Revolving Note in the form attached hereto as Exhibit "E",
         which is intended to be recorded as a second lien against the Property
         (the "Revolving Deed of Trust"); and
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H.       Jeff and Advanta desire to set forth their understanding with respect
         to these loans and the repayment of the Purchase Money Note and the
         Revolving Note.

         NOW, THEREFORE, intending to be legally bound hereby, Jeff and Advanta
agree as follows:

         1.       Purchase Money Obligation.

                  (a)      The original principal amount of the Purchase Money
                           Note is $352,800.00. Pursuant to the Purchase Money
                           Note, interest will be charged on unpaid principal
                           until the full amount of principal and accrued
                           interest has been paid. Interest thereunder shall be
                           charged at an annual rate of seven percent (7%). The
                           maturity date of the Purchase Money Note is June 30,
                           2031.

                  (b)      In the absence of a Repayment Event as described
                           below, repayment of all principal and interest due
                           under the Purchase Money Note is deferred for the
                           initial three (3) years of the term. Beginning on
                           July 1, 2004, Jeff will pay principal and interest
                           under the Purchase Money Note by making payments
                           every month.. Jeff will continue to make monthly
                           payments of principal and interest on the first day
                           of each month thereafter until he has paid all of the
                           principal and interest and any other charges that he
                           may owe under the Purchase Money Note. Monthly
                           payments will be applied to interest before
                           principal. If, on June 30, 2031 Jeff still owes
                           amounts under the Purchase Money Note, he will pay
                           those amounts in full on that date, which is called
                           the "maturity date."

                  (c)      Monthly payments under the Purchase Money Note will
                           be calculated as of July 1, 2004 by adding all
                           accrued and unpaid interest as of such date to the
                           then outstanding principal balance and amortizing
                           such amount, at the annual rate of seven percent
                           (7%), over the then remaining term of the Purchase
                           Money Note.

                  (d)      The Purchase Money Deed of Trust refers to a Rider
                           described therein as "the Rider to Note." While there
                           is no Rider attached to the Purchase Money Note, this
                           Agreement is intended to act a Rider thereto and is
                           hereby incorporated into the terms of the Purchase
                           Money Note.

         2.       Revolving Note and Revolving Deed of Trust.

                  (a)      Jeff shall use the proceeds of the Revolving Note for
                           the costs associated with establishing his household
                           at the Property and maintaining the Property,
                           including, for example, purchases of furniture,
                           linens, dishes, appliances and the payment of repair
                           bills, condominium fees, taxes and utility bills, as
                           mutually agreed by Jeff and Advanta from time to
                           time.

                  (b)      Requests for advances under the Revolving Note may be
                           made by Jeff from time to time. The procedure to be
                           followed for advances is as


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                           follows: Jeff shall submit to Advanta (to the
                           attention of Marci Wilf) a Draw Request Form (in the
                           form attached hereto as Exhibit "F"), together with
                           copies of all receipts or other appropriate
                           documentation and, if not clear from the
                           documentation submitted, an explanation of the
                           expenses represented by the receipts or other
                           documents. Upon confirmation by Advanta that the
                           expenses submitted are agreed upon expenses under
                           this Agreement, a sum equal to the total of such
                           expenses shall be advanced to Jeff and same shall be
                           deemed an advance under the Revolving Note. All
                           advances under the Revolving Note shall cease upon
                           the earlier of June 30, 2004 or another Repayment
                           Event as described below, except for advances for
                           "Carrying Costs" (as hereinafter defined).

                  (c)      The original principal amount available to Jeff under
                           the Revolving Note is One Hundred Thousand Dollars
                           ($100,000). Under the Revolving Note, interest will
                           be charged on so much of the principal as has been
                           advanced from time to time until the full amount of
                           principal and accrued interest has been repaid.
                           Interest thereunder shall be charged at an annual
                           rate of seven percent (7%). The maturity date of the
                           Revolving Note is June 30, 2011.

                  (d)      In the absence of a Repayment Event as described
                           below, repayment of all principal and interest due
                           under the Revolving Note is deferred for the initial
                           three (3) years of the term. Beginning on July 1,
                           2004, Jeff will pay principal and interest under the
                           Revolving Note by making payments every month. Jeff
                           will continue to make monthly payments of principal
                           and interest on the first day of each month
                           thereafter until he has paid all of the principal and
                           interest and any other charges that he may owe under
                           the Revolving Note. Monthly payments will be applied
                           to interest before principal. If on June 30, 2011
                           Jeff still owes amounts under the Revolving Note, he
                           will pay those amounts in full on that date which is
                           called the "maturity date."

                  (e)      Monthly payments under the Revolving Note will be
                           calculated as of July 1, 2004 by adding all accrued
                           and unpaid interest as of such date to the then
                           outstanding principal balance and amortizing such
                           amount at the annual rate of seven percent (7%) over
                           the then remaining term of the Revolving Note.

                  (f)      The Revolving Deed of Trust is intended to be
                           recorded as a second lien against the Property as
                           security for the repayment of the Revolving Note.

         3.       Payments. Jeff will make all payments under the Purchase Money
                  Note and the Revolving Note at Advanta Corp., Welsh & McKean
                  Roads, P.O. Box 844, Spring House, Pennsylvania 19477 or at a
                  different place if required by Advanta .

         4.       Repayment Events. In the event that any of the following
                  events occurs prior to the "maturity date" set forth in the
                  Purchase Money Note or the Revolving Note,


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                  the total outstanding principal and accrued interest and all
                  other sums secured by the Purchase Money Note and the
                  Revolving Note shall become immediately due and payable (each,
                  a "Repayment Event"):

                  (a)      Jeff ceases to be President of Advanta Bank Corp. for
                           any reason;

                  (b)      Jeff leaves or retires or otherwise ceases to be
                           employed by Advanta Bank Corp., Advanta or any other
                           Advanta affiliate;

                  (c)      At settlement, if the Property is sold; or

                  (d)      June 30th, 2004, unless such date is extended by
                           mutual agreement of Jeff and Advanta.

         5.       Repayment of Debt Upon the Occurrence of a Repayment Event.

                  (a)      Within thirty (30) days after the occurrence of any
                           Repayment Event , or at any other time as Jeff and
                           Advanta shall mutually agree, Jeff shall cause the
                           Property to be appraised (by an appraiser mutually
                           acceptable to Jeff and Advanta) to determine its fair
                           market value (the "FMV"). If no other Repayment Event
                           has previously occurred, Jeff shall cause the FMV to
                           be determined within sixty (60) days of June 30,
                           2004, but no later than June 1, 2004.

                  (b)      Within fifteen (15) days after determination of the
                           FMV, Jeff shall advise Advanta whether he has elected
                           to (i) retain the Property or (ii) sell the Property
                           (the "Election").

                                    (i) If Jeff elects to retain the Property,
                           he shall, within ninety (90) days after the Election,
                           repay to Advanta (x) all sums then due and payable
                           under the Purchase Money Note and the Revolving Note,
                           including all accrued and unpaid interest (such
                           amount being called the "Debt" for purposes of this
                           Paragraph 5), if the FMV is equal to or greater than
                           the Debt; or (y) an amount equal to the FMV, if the
                           FMV is less than the Debt. If the FMV is less than
                           the Debt, the payment of the FMV shall be deemed to
                           be payment in full of the Debt and Jeff shall be
                           released from all further obligation under the
                           Purchase Money Note and the Revolving Note. In either
                           event, Advanta shall promptly satisfy of record the
                           Purchase Money Deed of Trust and the Revolving Deed
                           of Trust.

                                    (ii) If Jeff elects to sell the Property, he
                           shall, within six (6) months after the Election,
                           repay to Advanta (x) one hundred percent (100%) of
                           the Debt, if the net proceeds of such sale (the "Net
                           Proceeds") are equal to or greater than the Debt; or
                           (y) an amount equal to the Net Proceeds, if the Net
                           Proceeds are less than the Debt. If the Net Proceeds
                           are less than the Debt, the payment of the Net
                           Proceeds shall be deemed to be payment in full of the
                           Debt and Jeff shall be released from all further
                           obligation under the Purchase Money Note and the
                           Revolving Note. In


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                           either event, Advanta shall promptly satisfy of
                           record the Purchase Money Deed of Trust and the
                           Revolving Deed of Trust. For purposes of this
                           Paragraph 5, the term "Net Proceeds" shall mean the
                           proceeds of any sale of the Property less the costs
                           of sale, including customary brokerage commissions
                           and closing costs.

                  (c)      If Jeff elects to retain the Property, but has not
                           repaid the Debt within the time period described in
                           subparagraph 5(b)(i) above, then such failure to
                           repay the Debt shall be deemed to be a default under
                           this Agreement and the Purchase Money Note and the
                           Revolving Note and Advanta shall be entitled to
                           exercise all of its rights and remedies hereunder and
                           thereunder, including, but not limited to,
                           instituting a foreclosure action under the Purchase
                           Money Deed of Trust and the Revolving Deed of Trust.
                           If Jeff elects to sell the Property, but, despite his
                           reasonable efforts, is unable to do so within the
                           time periods set forth in subparagraph 5(b)(ii)
                           above, then such failure to sell the Property and to
                           tender payment of the Net Proceeds to Advanta to
                           repay the Debt as set forth above shall be deemed to
                           be a default under this Agreement and the Purchase
                           Money Note and the Revolving Note and Advanta shall
                           be entitled to exercise all of its rights and
                           remedies hereunder and thereunder as aforesaid.
                           However, Jeff may cure any such default by tendering
                           to Advanta a deed in lieu of foreclosure for the
                           Property, whereupon Jeff shall have no further
                           obligation under the Purchase Money Note or the
                           Revolving Note.

                  (d)      After any Repayment Event has occurred, and provided
                           there has occurred no default hereunder or under the
                           Purchase Money Note, the Purchase Money Deed of
                           Trust, the Revolving Note or the Revolving Deed of
                           Trust, Jeff may continue to make draws under the
                           Revolving Note for the reasonable costs of
                           maintaining the Property, including, but not limited
                           to, condominium fees, taxes, utilities and any
                           necessary repairs (collectively, "Carrying Costs"),
                           but may not make draws under the Revolving Note for
                           any other costs associated with the Property, such as
                           acquisition of furniture or extraordinary
                           improvements to the Property.

         6.       Effective Date. This Agreement is effective as of June 5,
                  2001.

         7.       Notices. All notices required or permitted to be given by
                  either Jeff or Advanta shall be given in writing in the manner
                  set forth for the giving of notices in the Purchase Money
                  Note.

         8        Captions. The headings and captions used in this Agreement are
                  for convenience of reference only and shall not be construed
                  to affect in any way the interpretation of this Agreement.

         9.       Successors and Assigns. Subject to the limitations in this
                  Agreement with respect to the rights of third parties, this
                  Agreement shall be binding upon the parties and upon their
                  respective heirs, executors, administrators, successors and
                  assigns, and shall inure to


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                  the benefit of the successors and assigns of Advanta;
                  provided, Jeff shall not voluntarily, involuntarily, or by
                  operation of law assign or transfer any right to receive
                  proceeds of the Purchase Money Note or Revolving Note or any
                  other interest which it may have under this Agreement, nor
                  convey the Property or any part thereof, without the prior
                  written consent of Advanta, which consent may be withheld in
                  the sole discretion of Advanta.

         10.      Amendment; Conflicts. This Agreement cannot be changed or
                  amended except by agreement in writing signed by the party
                  against whom enforcement of the change or amendment is sought.
                  In the event of any conflict between the terms of this
                  Agreement and any of the Loan Documents, the terms of this
                  Agreement shall prevail.

         11.      Governing Law. The provisions of this Agreement shall be
                  construed in accordance with the laws of the Commonwealth of
                  Pennsylvania, without regard to its conflicts-of-laws
                  principles.

         12.      Execution in Counterparts. This Agreement may be executed in
                  any number of counterparts, which together will be deemed to
                  constitute one and the same instrument.

                  The parties hereto have duly executed this Agreement, as a
         sealed instrument, as of the day and year first above written.

                       ADVANTA CORP.

                       By:            Elizabeth H. Mai              (SEAL)
                                ----------------------------------
                                Name: Elizabeth H. Mai
                                Title: Senior Vice President and General Counsel

                        JEFFREY D. BECK            (SEAL)
                       ----------------------------
                       JEFFREY D. BECK


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