Exhibit 10.3
                   FIRST AMENDMENT TO AMENDED AND RESTATED 
                  CREDIT CARD RECEIVABLES PURCHASE AGREEMENT

   THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT CARD RECEIVABLES 
PURCHASE AGREEMENT, dated as of April 15, 1998, is entered into among BARTON 
CAPITAL CORPORATION, a Delaware corporation (the "Company"), SOCIETE GENERALE, 
a French banking corporation, as agent for the Company (in such capacity, the 
"Agent"), HURLEY STATE BANK, a South Dakota bank, as Seller ("HSB"), SPS 
PAYMENT SYSTEMS, INC., a Delaware corporation, as servicer (the "Servicer") and 
MORGAN STANLEY DEAN WITTER & CO., a Delaware corporation (the "Limited 
Guarantor").

                                   RECITALS

   A.  The Company, the Agent, HSB, the Servicer, and the Limited Guarantor are 
parties to that certain Amended and Restated Credit Card Receivables Purchase 
Agreement, dated as of April 15, 1997 (as heretofore amended, the "Agreement"); 
and

   B.  The Company, the Agent, HSB, the Servicer, and the Limited Guarantor 
desire to amend the Agreement in certain respects to modify the meaning of 
certain provisions as hereinafter set forth.

                                   AGREEMENT

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

   1.  Certain Defined Terms.  Capitalized terms which are used herein without 
definition and that are defined in the Agreement shall have the same meaning 
herein as in the Agreement.

   2.  Amendment to the Agreement.  The Agreement is hereby amended as follows:

   2.1  Appendix A of the Agreement is amended by deleting the date "April 15, 
1998" in clause (i) of the definition of "Expiration Date" and substituting 
therefor the date "April 15, 1999."

   3.  Representations and Warranties.  Each of HSB, the Servicer and the 
Limited Guarantor hereby represents and warrants to the Company and the Agent, 
but in each case solely as to itself, as follows:

      a.  Representations and Warranties.  Its representations and warranties 
contained in Section 3.1 of the Agreement are true and correct as of the date 
hereof (unless stated to relate solely to an earlier date).

      b.  Enforceability.  The execution and delivery by it of this Amendment, 
and the performance of its obligations under this Amendment and the Agreement, 
as amended hereby, are within its corporate powers and have been duly 
authorized by all necessary corporate action on its part.  This Amendment and 
the Agreement, as amended hereby, are its valid and legally binding 
obligations, enforceable in accordance with their terms.

      c.  No Termination Event.  No Termination Event (matured or unmatured) 
has occurred and is continuing.

   4.  Effect of Amendment.  Except as expressly amended and modified by this 
Amendment, all provisions of the Agreement shall remain in full force and 
effect.  After the 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 to expressly or impliedly 
waive, amend or supplement any provision of the Agreement other than as set 
forth herein.

   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 parties hereto.

   6.  Counterparts.  This Amendment may be executed in any number of 
counterparts and by different parties on separate counterparts, and each 
counterpart shall be deemed to be an original, and all such counterparts shall 
together constitute but one and the same instrument.

   7.  Governing Law.  This Amendment shall be governed by, and construed in 
accordance with, the internal laws of the State of Illinois without regard to 
any otherwise applicable principles of conflicts of law.

   8.  Section Headings.  The various headings of this Amendment are inserted 
for convenience only and shall not affect the meaning or interpretation of this 
amendment or the Agreement or any provision hereof or thereof.


   IN WITNESS WHEREOF, the Company, the Agent, HSB, the Servicer and the 
Limited Guarantor have caused this Amendment to be executed by their respective 
officers thereunto duly authorized as of the day and year first above written.


Barton Capital Corporation, as Purchaser

By: /s/ Douglas K. Johnson
   --------------------------------------
Name: Douglas K. Johnson
Title: President


Societe Generale, as the Agent

By: /s/ Barry Wood
   --------------------------------------
Name: Barry Wood
Title: Director


Hurley State Bank, as Seller

By: /s/ Russell J. Bonaguidi 
   --------------------------------------
Name: Russell J. Bonaguidi
Title: Vice President and Controller


SPS Payment Systems, Inc., as Servicer

By: /s/ Robert L. Wieseneck
   --------------------------------------
Name: Robert L. Wieseneck
Title: President and Chairman of the Board


Morgan Stanley Dean Witter & Co.,
as Limited Guarantor

By: /s/ Eileen S. Wallace
   --------------------------------------
Name: Eileen S. Wallace
Title: Assistant Treasurer