FIRST AMENDMENT TO SERIES 1999-1 VARIABLE
                       FUNDING SUPPLEMENT

     THIS FIRST AMENDMENT TO SERIES 1999-1 VARIABLE FUNDING
SUPPLEMENT (this "Amendment"), dated as of February __, 2000, is
entered into by and among PRIME II RECEIVABLES CORPORATION (the
"Transferor"), FDS NATIONAL BANK (the "Servicer"), THE CHASE
MANHATTAN BANK (the "Trustee"), MARKET STREET FUNDING CORPORATION
(the "Purchaser"), and PNC BANK, NATIONAL ASSOCIATION (the
"Agent").

                            RECITALS

     WHEREAS, the Transferor, the Servicer and the Trustee are
parties to that certain Series 1999-1 Variable Funding
Supplement, dated as of July 6, 1999 (as amended, supplemented or
otherwise modified from time to time, the "Supplement") to the
Pooling and Serving Agreement, dated as of January 22, 1997,
among the Transferor, the Servicer and the Trustee (as amended,
supplemented or otherwise modified from time to time, the
"Agreement");

     WHEREAS, the Agent, on behalf of the Purchaser, is the
Holder of Investor Certificates evidencing Undivided Interests
representing 100% of the Class A Invested Amount and the Class B
Invested Amount; and

     WHEREAS, the parties hereto desire to amend the Supplement
as hereinafter set forth.

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

     1.   Certain Defined Terms. Capitalized terms that are used
herein without definition and that are defined in the Supplement
shall have the same meanings herein as therein defined.

     2.   Amendments to Agreement. (a) Section 2 of the
Supplement is hereby amended by inserting the following
definitions in their alphabetically determined places:

          "`AAA Reserve Account Trigger' shall mean, with respect
     to any Determination Date (i) the Payment Rate Percentage
     for the Monthly Period immediately preceding such
     Determination Date being less than 18%, (ii) the Delinquency
     Ratio for the Monthly Period immediately preceding such
     Determination Date being greater than 5%, or (iii) the
     Charge Off Ratio for the Monthly Period immediately
     preceding such Determination Date being greater than 10%.

          `Automatic Addition Percentage' shall mean for any date
     of determination (i) if an AAA Reserve Account Trigger has
     occurred and is continuing on such date of determination,
     2.0%, and (ii) on any other date of determination, 0.0%;
     provided that if a Reserve Account Increase Notice shall
     have been delivered and an AAA Reserve Account Trigger has
     occurred and is continuing, the Automatic Addition
     Percentage shall not exceed 100% minus the Enhancement
     Percentage then in effect.

          `Charge Off Ratio' shall mean, with respect to any
     Monthly Period, the annualized percentage equivalent of a
     fraction, the numerator of which is the Investor Default
     Amount for such Monthly Period and the denominator of which
     is the average Invested Amount during such Monthly Period.

          `Delinquency Ratio' shall mean, with respect to any
     Monthly Period, the percentage equivalent of a fraction, the
     numerator of which is the aggregate amount of all
     Receivables that were more than 60 days past due as of the
     end of each billing cycle during such Monthly Period and the
     denominator of which is the aggregate amount of all
     Receivables as of the end of each billing cycle during such
     Monthly Period."

     (b)  The definition of Required Reserve Amount in Section 2
of the Supplement is hereby amended and restated in its entirety
to read as follows:

          "`Required Reserve Amount' shall mean, with respect to
     any Business Day, the product of (i) the sum of (A)
     Automatic Addition Percentage for such Business Day, and (B)
     the Enhancement Percentage for such Business Day, times (ii)
     during the Revolving Period, the Invested Amount on such
     Business Day or, during the Amortization Period, the
     Invested Amount on the last day of the Revolving Period,
     provided that during the Amortization Period, the Required
     Reserve Amount on any Business Day shall not exceed the
     Invested Amount on such Business Day."

     (c)  Section 4.9 (a) of the Agreement is hereby amended by
adding the following sentence at the end of such Section:

          "Notwithstanding any other provision of this Agreement,
     the Transferor may at any time and from time to time in the
     Transferor's discretion deposit funds directly into the
     Reserve Account."

     (d)  Section 5.2(ix) of the Agreement is hereby amended and
restated in its entirety to read as follows:

          "(ix) the Excess Spread Percentage, the Excess Spread
     Enhancement Cap Percentage, Payment Rate Percentage, Payment
     Rate Enhancement Cap Percentage, the Enhancement Percentage,
     the Charge Off Ratio, the Delinquency Ratio and the
     Automatic Addition Percentage for the related Monthly
     Period;"

     (e)  Section 17 of the Agreement is hereby amended and
restated in its entirety to read as follows:

          "Automatic Additional Accounts. The Transferor shall
     not elect to terminate or suspend the inclusion of Automatic
     Additional Accounts without the prior written consent of the
     Administrative Agent acting on behalf of the Holders of
     Series 1999-1 Variable Funding Certificates as provided in
     Section 19 of this Variable Funding Supplement; provided,
     that if, on any Distribution Date immediately following a
     Determination Date on which an AAA Reserve Account Trigger
     occurred, the amount on deposit in the Reserve Account
     (without giving effect to any amounts deposited therein as a
     result of the Enhancement Percentage being greater than zero
     on such Determination Date) is less than the product of (i)
     the Automatic Addition Percentage on such Distribution Date,
     times (ii) during the Revolving Period, the Invested Amount
     on such Distribution Date or, during the Amortization
     Period, the Invested Amount on the last day of the Revolving
     Period (a "Suspension Event"), the Transferor will, in
     accordance with Section 2.6 of the Master Pooling and
     Servicing Agreement, declare a Suspension Date; provided,
     further, that, if a Suspension Event exists and is
     continuing, the Administrative Agent, on behalf of the
     Holders of the Series 1999-1 Variable Funding Certificates
     and in accordance with this Section 17, hereby consents to
     the Transferor's declaration of a Suspension Date; provided,
     further, that, if either (x) on any subsequent day the
     amount on deposit in the Reserve Account (without giving
     effect to any amounts deposited therein as a result of the
     Enhancement Percentage being greater than zero) is at least
     equal to the product of clauses (i) and (ii) above, or (y)
     on any subsequent Determination Date no AAA Reserve Account
     Trigger is continuing, the Transferor may, in its sole
     discretion, declare a Resumption Date."

     3.   Representations and Warranties. Each of the parties
hereto (other than the Trustee) hereby represents and warrants as
follows:

          (a)  Representations and Warranties. The
     representations and warranties contained in Section 4 of the
     Class A Certificate Purchase Agreement and the Class B
     Certificate Purchase Agreement are true and correct as of
     the date hereof.

          (b)  No Default. Both before and immediately after
     giving effect to this Amendment and the transactions
     contemplated hereby no Termination Event, Series 1999-1 Pay
     Out Event, Servicer Default or Trust Payout Event exists or
     shall exist.

     4.   Effect of Amendment. All provisions of the Supplement,
as expressly amended and modified by this Amendment, shall remain
in full force and effect. After this Amendment becomes effective,
all references in the Supplement (or in any other Related
Document) to "this Supplement", "hereof", "herein" or words of
similar effect referring to the Supplement shall be deemed to be
references to the Supplement as amended by this Amendment. This
Amendment shall not be deemed, either expressly or impliedly, to
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 other parties hereto, in form and substance
satisfactory to the Agent in its sole discretion.

     6.   Counterparts. This Amendment may be executed in any
number of counterparts and by different parties on separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall
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
New York (without regard to any otherwise applicable principles
of conflicts of law).

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

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


                         PRIME II RECEIVABLES CORPORATION,
                         as Transferor
                         By:  /s/ Susan P. Storer
                         Name:  Susan P. Storer
                         Title:  President


                         FDS NATIONAL BANK,
                         as Servicer
                         By:  /s/ Susan R. Robinson
                         Name:  Susan R. Robinson
                         Title:  Treasurer


                         THE CHASE MANHATTAN BANK
                         By: /s/ Jennifer Cupo
                         Name:  Jennifer Cupo
                         Title:  Vice President


                         MARKET STREET FUNDING CORPORATION,
                         as A Purchaser
                         By:  /s/ Douglas K. Johnson
                         Name:  Douglas K. Johnson
                         Title:  President


                         PNC BANK, NATIONAL ASSOCIATION,
                         as Agent
                         By:  /s/ Bruce A. Kintner
                         Name:  Bruce A. Kintner
                         Title:  Vice President