EXHIBIT 10.5 SECOND AMENDMENT TO THE AMENDED AND RESTATED BRIDGE AGREEMENT

                                                               EXHIBIT 10.5
                                  SECOND AMENDMENT
                                       TO THE
                        AMENDED AND RESTATED BRIDGE AGREEMENT


            THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED BRIDGE AGREEMENT 
(the "Amendment") dated as of September 30, 1996, is between SPS TRANSACTION 
SERVICES, INC. ("Borrower") and XXXX XXXXXX, DISCOVER & CO. ("DWDC").

            WHEREAS, Borrower and DWDC are parties to an Amended and Restated 
Bridge Agreement, dated as of September 1, 1995, and a First Amendment to the 
Amended and Restated Bridge Agreement, dated as of September 1, 1996 
(collectively, the "Amended and Restated Bridge Agreement"), pursuant to which 
DWDC has agreed to make certain loans to the Borrower; and

            WHEREAS, the Borrower and DWDC desire to further amend the Amended 
and Restated Bridge Agreement.

            NOW THEREFORE, the Amended and Restated Bridge Agreement is amended 
as follows:

                  1.   Each capitalized term used in this Amendment (and not  
            otherwise defined herein) shall have the same meaning as set forth 
            in the Amended and Restated Bridge Agreement.

                  2.   Section 1 of the Amended and Restated Bridge Agreement 
            is hereby amended in its entirety and henceforth shall read as 
            follows:

                       1.   Amount:  The maximum aggregate amount that DWDC 
                  shall be required to lend hereunder at any time shall be 
                  $250,000,000; provided, however, that DWDC may, from time to 
                  time and upon written notice to Borrower, reduce such maximum 
                  commitment by an amount not to exceed the total amount of  
                  credit card receivables that are sold by Xxxxxx State Bank, a 
                  wholly owned subsidiary of Borrower, pursuant to any  
                  securitization agreement entered into after the date of this 
                  Amended and Restated Bridge Agreement; provided, that, except 
                  as provided in Section 5(a), any such reduction shall not 
                  affect the status of any loans then outstanding hereunder.

                  3.   Except as provided herein, the terms and conditions of 
            the Amended and Restated Bridge Agreement shall remain in full 
            force and effect.


            IN WITNESS WHEREOF, the parties have caused this Amendment to be 
duly executed as of the date first written above.

SPS TRANSACTION SERVICES, INC.          XXXX XXXXXX, DISCOVER & CO.

By:/s/ Xxxxxx X. Xxxxxxxxx              By:/s/ Xxxxxxxx Xxxxx     

Title: Vice President - Finance         Title: Treasurer