AT&T CUSTOM MASTER AGREEMENT

                           MA REFERENCE NO. 120497



CUSTOMER LEGAL NAME ("CUSTOMER", "YOU" OR "YOUR")  AT&T CORP. ("AT&T")

Advanta Shared Services Corp.                      AT&T Corp.



CUSTOMER ADDRESS                                   AT&T ADDRESS

Welsh and McKean Roads                             55 Corporate Drive

Springhouse                                        Bridgewater, New Jersey 08807

PA           19477



CUSTOMER CONTACT                                   AT&T CONTACT



Name: Lakshmi Venkataswamy                         Master Agreement Support Team

Title: Vice President                              Email: mast@att.com

Telephone: 215-444-5757

Fax:

Email: lvenkataswamy@advanta.com



This Agreement consists of the attached General Terms and Conditions and all

service attachments ("Attachments") attached hereto or subsequently signed by

the parties and that reference this Agreement (collectively, this "Agreement").

In the event of a conflict between the General Terms and Conditions and any

Attachment, the Attachment shall take precedence.



This Master Agreement consists of this Cover Page, the attached General Terms

and Conditions, including its addenda, and all Service Attachments

("Attachments"), including those Surviving MA Attachments that were part of

Master Agreement # 12640 as of the Effective Date of this Agreement as well as

new Attachments that are attached hereto or subsequently signed by the parties

and that reference this Agreement (collectively, this "Agreement") . All other

attachments are hereby terminated as of the effective date of this Agreement.

The Surviving MA Attachments shall be deemed to be Attachments to this

Agreement. References in the Surviving MA Attachments to this replacement MA

shall be construed as referring to this Agreement. In the event of conflict

between the General Terms and Conditions and any Attachment, the Attachment

shall take precedence.



This Agreement shall become effective and shall automatically supercede and

replace the MA 12640 when signed by both parties ("Effective Date") and shall

continue in effect for as long as any Attachment remains in effect, unless

earlier terminated in accordance with the provisions of the Agreement. The term

of each Attachment is stated in the Attachment.



As of the Effective Date of this Agreement, the Surviving MA Attachments are as

follows:



{TABLE}

{S}                                      {C}                                              {C}

1. AT&T Internet Transport Services -    2. AT&T Internet Transport Services-             3. AT&T Internet Transport

Service Order Attachment - Managed       Service Order Attachment - Managed               Services - Service Order

Internet Service- MDS000308160390, SOA   Internet Services - CSM020820140352, SOA         Attachment - Managed Internet

#1315                                    # MIS85876                                       Services - MDS0102005141830, SOA

                                                                                          #34191

{/TABLE}



      SIGNATURE BELOW BY YOUR AUTHORIZED REPRESENTATIVE IS YOUR CONSENT TO

                   THE TERMS AND CONDITIONS OF THIS AGREEMENT



CUSTOMER: ADVANTA SHARED SERVICES CORP.          AT&T CORP.



By: /s/ Leonard Di Williams                         By: /s/ Frances M. Mikulic

    ----------------------------------                  ------------------------

    (Authorized Signature)                              (Authorized Signature)



LENNY DI WILLIAMS                                       District Manager

(Typed or Printed Name)                         (Typed or Printed Name)



CIO, SVP, Advanta Shared Services Corp.

---------------------------------------        -------------------------------

(Title)                                         (Title)



2/7/2003                                        2/10/2003

(Date)                                          (Date)



{PAGE}



                                                AT&T MA REFERENCE NO. __________



                          GENERAL TERMS AND CONDITIONS



The following terms and conditions shall apply to the provision and use of the

products and services ("Service" or "Services") provided by AT&T pursuant to

this Agreement.



1.0          DEFINITIONS



1.1      "Affiliate" of a party means any entity that directly or indirectly

controls, is controlled by or is under common control with such party, and, in

the case of AT&T, it also means any entity which AT&T has authorized to offer

any Service or part of any Service.



1.2      "Content" means information made available, displayed or transmitted in

connection with a Service (including, without limitation, information made

available by means of an HTML "hot link", a third party posting or similar

means) including all trademarks, service marks and domain names contained

therein as well as the contents of any bulletin boards or chat forums, and, all

updates, upgrades, modifications and other versions of any of the foregoing.



1.3      "User" means anyone who uses or accesses any Service purchased by You

under this Agreement.



2.0          CHARGES AND BILLING



2.1      You shall pay AT&T for Your and Users' use of the Services at the rates

and charges specified in the Attachments, without deduction, setoff or delay for

any reason except for amounts not yet due because they are disputed in good

faith as provided in Section 2.3 below. Charges set forth in the Attachments are

exclusive of any applicable taxes. You may be required at any time to pay a

deposit if AT&T determines that You are not creditworthy.



2.2      You shall pay all shipping charges, taxes (excluding those on AT&T's

net income) and other similar charges (and any related interest and penalties)

relating to the sale, transfer of ownership, installation, license, use or

provision of the Services, except to the extent a valid tax exemption

certificate is provided by You to AT&T prior to the delivery of Services. If You

dispute the taxability or desire to seek a refund of any tax imposed by any

federal, state or local jurisdiction as a result of the existence or operation

of this Agreement, You may at Your own expense and in Your own name, may file a

claim for refund or protest the imposition of the disputed tax. In the event

such claim for refund or protest must be made in the name of AT&T Corp, AT&T

shall in good faith and due diligence contest the imposition of such tax at Your

sole expense, provided that AT&T will not be required to pursue such a protest

if the action will result in (i) a lien against AT&T for which You have not

adequately indemnified AT&T or (ii) a penalty being assessed against AT&T for

which You have not adequately indemnified AT&T or (iii) AT&T taking a position

that would increase AT&T's tax liability.



2.3      Payment in U.S. currency is due within thirty (30) days after the date

of invoice, except for amounts disputed in good faith, and shall refer to the

invoice number. Restrictive endorsements or other statements on checks accepted

by AT&T will not apply. You shall reimburse AT&T for all costs (including

reasonable attorney fees) associated with collecting properly due, yet

delinquent or dishonored payments. AT&T shall reimburse You for all costs

(including reasonable attorney fees) associated with collecting properly due,

yet delinquent credits or refunds of overcharges. At AT&T's option, interest

charges may be added to any undisputed past due amounts at the lower of 1.5% per

month or the maximum rate allowed by law. Charges shall be considered past due,

if not paid in full within thirty (30) days after the date of an invoice, except

that, in the event of a bona fide dispute over a charge specifically identified

by You through written notice to AT&T in good faith, payment of the identified

charge will not be considered past due and no interest will be charged for

non-payment of such disputed charges pending investigation by AT&T. Upon

completion of AT&T's investigation of such disputed charge, AT&T will advise You

of the results of the investigation and will make such adjustments as deemed

appropriate in AT&T's sole discretion. Payment of any disputed charges that are

determined by AT&T to be correct as a result of such investigation and

consultation shall be considered past due if not paid in full within thirty (30)

days after completion of the foregoing process.



2.4      Bona fide disputes concerning invoices shall be addressed by the AT&T

Customer Billing Service Center ("CBSC") pursuant to its established methods and

procedures, after the dispute is referred to the CBSC by either You or Your

account team. If the dispute cannot be addressed by the CBSC within thirty (30)

days from the referral to the CBSC, it shall be escalated to the parties'

representatives as specified below. However, nothing herein shall absolve You

from promptly submitting reasonable security for payment of any withheld amounts

upon demand by AT&T, in the event that AT&T determines that Your financial

condition is such that Your ability to pay is in reasonable doubt. Upon AT&T's

resolution of the dispute, Customer shall promptly pay all amounts consistent

with the resolution, plus interest charges (at AT&T's option) calculated from

the date of AT&T's notice to Customer of the results of the investigation, at

the lower of 1.5% per month or the maximum rate allowed by law.



{TABLE}

{CAPTION}

       AT&T                 CUSTOMER        TIME TO RESOLVE

-------------------------------------------------------------------

{S}                     {C}                 {C}

Client Business Mgr.    Vice President IT       30 days

-------------------------------------------------------------------

Sales Center V.P.       CFO                     15 days

-------------------------------------------------------------------

Regional V.P.           President               15 days

-------------------------------------------------------------------

{/TABLE}



3.0          RESPONSIBILITIES OF THE PARTIES



3.1      AT&T agrees to provide Services to You, subject to the availability of

the Services, in accordance with the terms and conditions, and at the charges

specified in this Agreement, consistent with all applicable laws and

regulations.



3.2      You shall assure that Your and Users' use of the Services and Content

will at all times comply with all applicable laws, regulations and written and

electronic instructions for use. AT&T reserves the right to terminate affected

Attachments, suspend affected Services, and/or remove Your or Users' Content

from the Services, if AT&T determines, in the exercise of its reasonable

discretion, that such use or Content does not conform with the requirements set

forth in this Agreement or interferes with AT&T's ability to provide Services to

You or others or receives notice from a reputable source that Your or Users' use

or Content may violate any laws or regulations. AT&T's actions or inaction under

this Section shall not constitute review or approval of Your or Users' use or

Content. AT&T will use reasonable efforts to provide notice to You before taking

action under this Section.



4.0          USE OF INFORMATION



4.1      All documentation, technical information, Software, business

information, or other materials that are disclosed by either party to the other

in the course of performing this Agreement shall be considered proprietary

information ("INFORMATION") of the disclosing party, provided such information

is in written or other tangible form that is clearly marked as "proprietary" or

"confidential". This Agreement shall be deemed to be AT&T and Your INFORMATION.

Your Content shall be deemed to be Your INFORMATION.



4.2      Each party's INFORMATION shall, for a period of three (3) years

following its disclosure (except in the case of Software or Your personally

identifiable customer, consumer or applicant information, for an indefinite

period): (i) be held in confidence; (ii) be used only for purposes of performing

this Agreement (including in the case of AT&T, the ability to monitor and record

Your transmissions in order to detect fraud, check quality, and to operate,

maintain and repair the Services) and using the Services; and (iii) not be

disclosed except to the receiving party's employees, agents, potential

acquirors, and contractors having a need-to-know (provided that such agents and

contractors are not direct competitors of either party and agree in writing to

use and disclosure restrictions as restrictive as this Article 4), or to the

extent required by law (provided that prompt advance notice is provided to the

disclosing party to the extent practicable).



4.3      The restrictions in this Article shall not apply to any information

that: (i) is independently developed by the receiving party; or (ii) is lawfully

received by the receiving party free of any obligation to keep it confidential;

or (iii) becomes generally available to the public other than by breach of this

Agreement.



4.4      AT&T shall implement appropriate security measures, policies, and

procedures that are designed to meet the objectives of the Interagency

Guidelines establishing standards for safeguarding customer information issued

by any regulatory agency with jurisdiction over CUSTOMER, including, but not

limited to, the Board of Governors of the Federal Reserve (the "Guidelines").

These objectives require a bank to contract with its service providers,

including AT&T, to implement appropriate measures to (1) ensure the security and

confidentiality of CUSTOMER's End Customer Information, (2) protect against any

anticipated threats or hazards to the security or integrity of such End Customer

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