The Changes described below in your Account Agreement will apply to
any existing balances as well as new Purchases, Cash Advances and
Balance Transfers and become effective with your Billing Cycle that
ends on or after 8/1/01. These terms and conditions will be in
effect as long as your Account has a balance.

General
This NextCard(R) Account Agreement and Disclosure Statement
("Agreement") contains the terms and conditions which govern your
NextCard Visa(R) (or MasterCard(R)) Account ("Account") which is
issued by NextBank, N.A., Phoenix, AZ.
	This Agreement includes this document and the terms provided in
the Supplemental Disclosure enclosed with this document and the
card carrier accompanying your Card, and any amendments thereto.
The Supplemental Disclosure includes your Account Annual Percentage
Rates. Please read this Agreement carefully, including the section
on Finance Charges, and keep it for your records.
	In this Agreement, the word "Card" means the credit card(s) issued
to you. The words "you," "your" and "yours" refer to each person
who has been approved for this Account. The words "we," "our" or
"us" refer to NextBank, N.A., or its assignees. In addition, the
words "Transaction Date" refer to the date the goods or services
were purchased or the date the Cash Advance was made. The words
"Posting Date" refer to the date that the charge was debited and/or
credited to your Account.
	By applying for this Account, you agree to the terms and
conditions provided in this Agreement, including the Supplemental
Disclosure. You agree to sign your Card as soon as you receive
it.

Liability
	You become bound by this Agreement when you use your Card or
Account. You are also bound by this Agreement for the use of your
Card or Account number by any person who has been given authority
by you to use your Card or Account number. If you authorize another
person to use your Card, such authority will extend until such time
as we have retrieved the Card or you have received the Card back.


Using Your Card and Account
	You may use your Card to purchase goods or services wherever your
Card is honored; you may also use your Account to initiate the
transfer of balances from other credit cards to your Account.
NextCard reserves the right, however, to refuse transactions
initiated by other credit card issuers or merchants at our
discretion.  You may obtain Cash Advances on your Card from
financial institutions and automated teller machines that accept
your Card. In addition, you may use Convenience Checks that we may
provide to you from time to time. These checks may not be used to
make payments on this or any other account with us.  Your Card and
Account may only be used for valid and lawful purposes. You may use
your Account for Balance Transfers, by which you pay off other
credit card outstanding balances. Balance Transfers may include
initial and promotional offers.	We have no responsibility for any
refusal to honor your Card or the Convenience Checks we provide,
nor for the retention of your Card by any financial institution or
merchant.

Promise to Pay
	You promise to pay the total amount of the Purchases, Cash
Advances and Balance Transfers made with your Card or Account. You
also promise to pay any Finance Charges or other charges described
herein; and any costs incurred by us in enforcing this Agreement,
including reasonable attorneys' fees and court costs. "Attorneys'
fees" includes the cost to us of the services of our in-house
counsel.  If you close your account, you must notify us in writing
and must still pay all amounts you owe us and will be responsible
for any charges that you authorized prior to closing your account.
If there is a membership fee for your account, the fee will
continue to be charged, as permitted by law, until the account
balance has been paid in full.

Personal Identification Number
	After your Account is opened, we may issue you a Personal
Identification Number ("PIN") which you may use with your Card to
obtain Cash Advances on your Account at any automated teller
machine in any system or network of which we are a member, or to
make purchases at any designated point of sale machine. You may use
your Card and PIN at an automated teller machine to obtain Cash
Advances of up to $300 per day, up to your available Credit Limit
for Cash Advances. There will be no charge for the issuance of a
PIN. (Other banks' automated teller machines may have lower Cash
Advance limits or may assess surcharges.)

Statements
	You can access your Account information and Statements online. In
addition, we will send or deliver to you a Statement at the end of
each billing period (intervals of approximately one month called
"Billing Cycles") if there is a debit or credit balance on your
Account of $1 or more, or a balance on which a Finance Charge has
been assessed. Upon your request or approval, we may deliver your
statement electronically.

Payment
	All payments must be made in U.S. Dollars and delivered, or mailed
to us at the address shown on your Statement. Payments by check
must be drawn on a U.S. bank. Due to processing requirements, any
payment we receive after 11:00 a.m. Pacific Time will be considered
received the following business day.  You must pay at least the
Minimum Payment Due shown on your Statement by the Payment Due Date
- approximately 20 to 25 days after the Statement Closing Date - to
avoid delinquency. If your payment is more than the Minimum Payment
Due, it will be treated as a single payment and none of it will be
applied to future Minimum Payments Due. We may apply payments to
amounts owing on your Account at our sole discretion and are not
required to do so in a manner that reduces the Finance Charges you
must pay. Payments may also be made via the NextCard online bill
payment system. For details on using the NextCard online bill
payment feature, please go to My.NextCard.com.
	For information regarding your Minimum Payment Due each month, see
the Supplemental Disclosure to this Account Agreement.

Credit Limit
	The total amount of Cash Advances (including drafts, if available,
withdrawals from ATMs, originations from the Card itself, and
cash-like transactions, including but not limited to, wire
transfers, money orders, foreign currency, lottery tickets, funds
used for wagers or gambling, and money transfers using certain
internet payment systems, and this includes all transactions
identified to us as having been made by a merchant or service
provider in such categories) you can receive at any time is shown
on your monthly statements and is designated as your "Total Credit
Limit for Cash Advances". You agree not to permit your unpaid Cash
Advance balance to exceed this limit. If you currently exceed, or
once you reach this limit, you will not be eligible for additional
Cash Advances until your unpaid Cash Advance balance is below this
limit. At this time, you may access the amount of the difference
between your unpaid Cash Advance balance and your Cash Advance
Credit Limit.  We may change your Cash Advance Credit Limit at any
time, and we will notify you of any such change. We reserve the
right to delay increasing your available credit for up to 14 days
if we consider it necessary to verify payments received on your
Account.  This change will not affect how promptly payments are
posted to your Account for purposes of determining Finance Charges,
late fees or delinquency.

FINANCE CHARGES
	The types of Finance Charges that may be assessed on your Account
are as follows:  Periodic Finance Charges; Transaction Finance
Charges; Annual Membership Fee Finance Charges; Rewards Fee Finance
Charges; and PictureCard Fee Finance Charges. Your total Finance
Charge each Billing Cycle is the sum of each type of Finance
Charges.
	We calculate Periodic Finance Charges separately for Purchases,
Cash Advances and Balance Transfers. To determine the Periodic
Finance Charge, we apply the Daily Periodic Rates for Purchases,
Cash Advances and Balance Transfers to the daily balance of
Purchases, Cash Advances and Balance Transfers. The sum of these
daily calculations for each day in the Billing Cycle is the total
Periodic Finance Charge for the Billing Cycle. The Daily Periodic
Rates for your Account are the corresponding Annual Percentage
Rates that currently may apply divided by 365.
	To determine your daily balance of Purchases, Cash Advances and
Balance Transfers we start with the outstanding balance at the
beginning of the day including any Periodic Finance Charges
calculated on the previous day's balance, add any new Purchases,
Cash Advances and Balance Transfers or other debits for the day and
then subtract any payments or credits applied to Purchases, Cash
Advances and Balance Transfers that day. This gives us the separate
daily balances for Purchases, Cash Advances and Balance
Transfers.
	Purchases, Cash Advances and Balance Transfers are included in
your daily balances as of either the transaction date or the
beginning of the Billing Cycle in which they are posted to your
Account, whichever is later.
	Periodic Finance Charges for Purchases, Cash Advances and Balance
Transfers for a day are added to the daily balances of Purchases,
Cash Advances and Balance Transfers at the end of the day and
included in the beginning balances for the next day.
Other Charges, Annual Membership Fee Finance Charges, Rewards Fee
Finance Charges and PictureCard Fee Finance Charges are added to
the daily balance of Purchases when posted. Transaction Finance
Charges are added to the daily balance of Cash Advances when
posted.
	For each Cash Advance transaction, including but not limited to,
each Cash Advance obtained through a financial institution or ATM,
or each cash-like transaction, such as the purchase of wire
transfers, money orders, travelers checks, lottery tickets, funds
used for wagers or gambling, and money transfers using internet
payment systems, and this includes all transactions identified to
us as having been made by a merchant or service provider in such
categories, we may assess a Transaction Finance Charge equal to 3%
of the amount of the advance, but not less than $5.00.  A
Transaction Finance Charge is included in the calculation of the
Annual Percentage Rate shown on your Statement; therefore, for any
Billing Cycle in which you have drawn a Cash Advance or used a
Convenience Check, the Annual Percentage Rate that will appear on
your Statement may be higher than the Annual Percentage Rate
described in the disclosures provided to you.
	NextCard offers optional Rewards Programs and an optional
PictureCardSM Program. Refer to the Supplemental Disclosure for
details regarding these programs.
	In any Billing Cycle in which there is a Finance Charge, the
minimum Finance Charge will be $1.00.

Grace Period
	Purchases, Cash Advances and Balance Transfers accrue Periodic
Finance Charges from the date they are included in your Daily
Balance until paid. However, Periodic Finance Charges are not
assessed in a Billing Cycle on Purchases if you paid in full the
New Balance, if any, shown on your previous statement by the
Payment Due Date shown on that statement or if that New Balance was
a zero or credit balance.

Other Charges
	Your Account also has the following other fees and charges ("Other
Charges"):
	There may be an Annual Fee on your Account. Refer to the
Supplemental Disclosure for details regarding the Annual Fee.
	Late Fee: We will add a fee in the amount shown in the
Supplemental Disclosure to this Agreement to the balance on your
Account for each Billing Cycle you fail to make the Minimum Payment
Due by the Payment Due Date.
	Overlimit Fee: We will add a fee in the amount shown in the
Supplemental Disclosure to this Agreement to the balance on your
Account any time you exceed your Total Credit Limit during a
Billing Cycle.
	Returned Payment Fee: You agree to pay $29.00 for each check,
draft or automatic payment ("Payment Order") issued by you as a
payment on your Account which fails to clear and is returned
unsatisfied by your financial institution. We may post this charge
to your Account even if we re-present your Payment Order, and even
if the Payment Order is paid upon re-presentment.
	Document Retrieval Fee: If a copy of any statement, sales draft or
similar document is provided by us at your request (except in
connection with a billing error inquiry or dispute), we may charge
$5.00 for each document copy and a research fee of $15 per hour if
extensive investigation is required.

Authorized Users
	You may request and, at our discretion, we may provide an
additional Card on this Account for use by an individual you
authorize ("Authorized User"). You may also make a single request
for a new Card ("Replacement Card") for you or an Authorized User
on this Account. In addition, we may periodically send you
substitute Card(s) for your use. Cards issued in any of these ways
are not subject to service charges. However, if you have previously
requested a single Replacement Card, we may charge a Card
Replacement Fee of $15 for any additional Card(s) you request.

Default and Immediate Payment
	You will be in default and we can require immediate payment of all
amounts you owe if:  you provide inaccurate or incomplete
information when you apply for your Account or thereafter; you fail
to make the Minimum Payment Due on your Account by the Payment Due
Date; your balance amount exceeds your Credit Limit; your
outstanding Cash Advance Balance exceeds your Cash Advance Credit
Limit, if applicable; you fail to pay your other debts or
obligations; you fail to abide by any term or condition of this
Agreement; we believe, in good faith, that you may not be able to
meet the obligations of this Agreement; or, upon your death. If you
are in default or we have reason to doubt your creditworthiness
(for example, you have a returned payment for any reason) we may,
without notice or demand for payment, terminate your right to
obtain any additional credit.  You also agree to notify us promptly
upon any change in name, address (including phone number), employer
(including phone number), or email.

Termination
	We may suspend or terminate your rights to obtain credit at any
time for any reason. Your obligations under this Agreement will
continue even after your rights to obtain credit have been
suspended or terminated.

Not Secured Credit
	Your Account is not secured credit. We have no security interest
in any transaction you make with this Card, regardless of any other
agreement you may have with us.

Foreign Currencies
	Depending on whether your Card is a Visa or MasterCard, if you
charge a transaction in a foreign currency, the transaction will be
converted into a U.S. dollar amount by Visa or MasterCard based on
their operating procedures and regulations. Generally, currency
conversions are made using either a government-mandated rate or
wholesale market rate in effect one day prior to the Processing
Date, increased by an adjustment factor established from time to
time by Visa or MasterCard. We increase this currency conversion
rate by 2%. The currency conversion rate in effect on the
Processing Date may differ from the rate in effect on the
Transaction Date or the Posting Date. Additionally, for any Card
transaction which occurs (regardless of where you initiate the
transaction) in U.S. dollars outside the United States, we will add
a fee of 2% of the amount of the transaction, but not less than
$3.00.

Unauthorized Use
	You must contact us immediately at 1-877-744-4417 (from overseas,
you may call us at 1-918-497-1629) if your Card is lost or stolen
or if you suspect unauthorized use of your Account. We may
investigate any cases of unauthorized use of your Card or Account.
If you report or we suspect unauthorized use of your Card or
Account, we may suspend your credit privileges until we resolve the
problem to our satisfaction or issue you a new Card.
	You agree to sign each Card upon receipt. You agree to safeguard
the Card, your PIN, which provides access to automated teller
machines, and Password, which provides Internet access, from theft.
You agree to keep your PIN and Password confidential and separate
from your Card.
	If an unauthorized transaction occurs on your Account or your
Account number is obtained over the Internet and subsequently used
for unauthorized transactions, you will not be liable for those
transactions.

If You Close Your Account
	You can close your Account by notifying us in writing at NextCard,
P.O. Box 60610, Phoenix, AZ 85082-0610.  If you close your Account,
you must still pay all amounts you owe us and you will be
responsible for any charges that you authorized.  You must destroy
all Cards and all Convenience Checks, cancel all preauthorized
billing arrangements and cease using your Account.  Refer to the
Supplemental Disclosure for details regarding the Annual Percentage
Rate on the remaining amount you owe.

Updating Your Account Information
	From time to time, we may obtain updated credit information from a
credit reporting agency. You are hereby notified that a negative
credit report reflecting on your credit record may be submitted to
a credit reporting agency if you fail to fulfill the terms of your
credit obligation. If you believe we have reported inaccurate
information about you to a credit bureau, please notify us at the
address appearing on your statement.
	We may share information regarding our experiences or transactions
with you or your Account with others, including merchants and
companies affiliated with us by common control or ownership (our
"Affiliates"). We may also share additional information regarding
you or your Account (such as information from credit reporting
agencies) with our Affiliates. You can request that we do not
furnish to our Affiliates information that does not relate to our
experiences or transactions with you or your Account by calling us
at 1-888-974-2265. You can also request that we do not share
information about you for marketing purposes with unaffiliated
parties by contacting us at 1-888-974-2265.

Amendments and Assignments
	After we provide you any notice required by law, we may change any
part of this Agreement and add, remove or alter requirements. IF A
CHANGE IS MADE TO THIS AGREEMENT, YOU AGREE THAT, FROM THE
EFFECTIVE DATE OF THE CHANGE, THE NEW TERMS, INCLUDING ANY NEW OR
INCREASED Finance Charges, WILL APPLY BOTH TO ANY NEW CHARGES TO
YOUR ACCOUNT AND TO YOUR ENTIRE OUTSTANDING BALANCE, INCLUDING
ITEMS POSTED TO YOUR ACCOUNT BEFORE THE EFFECTIVE DATE OF CHANGE.
We also reserve the right to review your creditworthiness from time
to time, including your performance with other creditors, and to
change the terms of your Account based on that review. You agree
that we may assign your Account and any amounts that you owe us to
another entity or person at any time, with or without notice to
you.

Dispute Resolution
	IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY.  THIS
SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND
BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A
COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION.

The Dispute Resolution Provision will become effective for disputes
which are not part of a lawsuit 45 calendar days after the
Statement Date on the enclosed billing statement (the 65th day if
you live in Iowa*, the 95th day if you live in Wisconsin, or the
130th day if you live in Texas), unless we receive prior to then a
letter from you stating that you do not want the Dispute Resolution
provision to become part of the Agreement.  The letter must be
addressed to NextCard, P.O. Box 60610, Phoenix, AZ 85082-0610.  It
must contain your name, address and your Account number. It must be
signed by you.  If we receive such a letter on time, the Dispute
Resolution provision will not become part of the Agreement, and the
status of your Account will be unaffected by your rejection of the
Dispute Resolution provision.

*SPECIAL NOTICE FOR IOWA RESIDENTS:  The Dispute Resolution
Provision
will only become effective for disputes which are not part of a
lawsuit if you use your Account at least sixty five(65)calendar
days after the Statement Date on the enclosed billing statement."


THE DISPUTE RESOLUTION PROVISION SET FORTH IN YOUR ACCOUNT
AGREEMENT MAY SUBSTANTIALLY LIMIT OR AFFECT YOUR RIGHTS.  PLEASE
READ IT CAREFULLY AND KEEP IT FOR YOUR RECORDS.

*SPECIAL NOTICE FOR IOWA RESIDENTS:  The Dispute Resolution
Provision will only become effective if you use your Account at
least sixty five (65)calendar days after the Statement Date on the
enclosed billing statement."


BINDING ARBITRATION.  Arbitration is a method of deciding disputes
outside the court system.  This Provision governs when and how any
disputes you and we may have will be arbitrated instead of decided
in court.  The arbitration process established by this section is
governed by the Federal Arbitration Act ("FAA") (9 U.S.C. Sections
1 and following).  You have the right to take any dispute that
qualifies to small claims court rather than to arbitration.  All
other disputes (whether based in contract, tort, statute, fraud,
misrepresentation or any other legal or equitable theory) arising
out of or related to this Agreement, including  events leading up
to you becoming an Account holder and disputes about whether this
Provision is valid or binding or about whether or when the
Provision applies and disputes about wrongful acts of every kind,
must be resolved by final and binding arbitration.  This includes
any dispute based on any product, service, or advertising having a
connection with this Agreement and any dispute not finally resolved
by a small claims court.

The arbitration will be conducted by one arbitrator using the
procedures described in this Provision.  The arbitration of any
dispute involving $10,000 or less shall be conducted in accordance
with the Consumer Arbitration Rules of the American Arbitration
Association ("AAA"), as modified by this Agreement, which are in
effect on the date a dispute is submitted to the AAA.  The AAA's
Commercial Arbitration Rules and fee schedules will apply to any
disputes in excess of $10,000.  The arbitrator shall not apply
federal, state, or local rules of procedure and evidence or state
or local laws concerning arbitration proceedings.  The arbitrator
must follow the FAA, the substantive law, statutes of limitations
and claims of privilege recognized at law.  You have the right to
be represented by counsel in an arbitration.  In making an award,
the arbitrator shall be bound by and strictly enforce the terms of
this Agreement and may not limit, expand, or otherwise modify its
terms.  The arbitrator shall be a lawyer with more than ten years
experience or a retired or former judge.  Our address for service
of process under this Provision is NextCard, P.O. Box 60610,
Phoenix, AZ 85082-0610.

NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION
WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS OR
REPRESENTATIVE (SUCH AS A PRIVATE ATTORNEY GENERAL) BASIS.  THE
ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE NOT EXPRESSLY AUTHORIZED
BY THIS AGREEMENT AND MAY NOT AWARD PUNITIVE DAMAGES OR ATTORNEYS'
FEES UNLESS SUCH DAMAGES ARE EXPRESSLY AUTHORIZED BY A STATUTE.
YOU AND NEXTCARD BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT
ARE EXCLUDED UNDER THIS AGREEMENT.

ARBITRATION PROCEDURES.  Before you take disputes to arbitration or
small claims court, you must first contact our customer account
representatives at the number on your account statement or write to
us at NextCard, P.O. Box 60610, Phoenix, AZ 85082-0610 and give us
an opportunity to resolve the dispute.  Similarly, before NextCard
takes a dispute to arbitration, we must first attempt to resolve it
by contacting you.  If the dispute cannot be satisfactorily
resolved within sixty days from the date you or NextCard is
notified by the other of the dispute, then either party may contact
the AAA in writing at 335 Madison Avenue, New York, NY 10017 and
request arbitration of the dispute.  Information about the
arbitration process and the AAA's Arbitration Rules and its fees
are available from the AAA on the internet at www.adr.org.

The arbitration will be based only on the written submission of the
parties and the documents submitted to the AAA relating to the
dispute, unless either party requests that the arbitration be
conducted using the AAA's telephonic, on-line or in-person
procedures.  Additional charges may apply for these procedures.
Any in-person arbitration will be conducted at a location that the
AAA selects in the state of your primary residence.  A party who
has asserted a dispute in a lawsuit may still elect arbitration for
any part or all of the dispute that is asserted in the lawsuit.
All doubts about whether to arbitrate all or any part of a dispute
shall be resolved in favor of arbitration.  The arbitrator shall
apply applicable substantive law consistent with the FAA and
provide written reasoned findings of fact and conclusions of law.
The arbitrator's award shall not be subject to appeal except as
permitted by the FAA.  Judgment on the award may be entered in any
court having jurisdiction.  Any arbitration shall remain
confidential.  Neither you nor NextCard may disclose the existence,
content, or results of any arbitration or award, except as may be
required by law, or to confirm or enforce an award.

ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT
MUST BE BROUGHT WITHIN TWO YEARS AFTER THE DATE THE BASIS FOR THE
CLAIM OR DISPUTE FIRST ARISES.

FEES AND EXPENSES OF ARBITRATION.  You must pay the applicable AAA
filing fee when you submit your written request for arbitration to
the AAA.  The AAA's filing fee and administrative expenses for a
document arbitration will be allocated according to the AAA's
Rules.  On any dispute you file, you will pay at least $50 of the
filing fee.  If you cannot afford to pay the fees charged by the
AAA and the arbitrator or if you believe that such fees are too
high, we will consider any reasonable written request by you to pay
the fees.  If you elect an arbitration process other than a
document (or "desk") arbitration, you must pay your allocated share
of any higher administrative fees and costs for the process you
select.  We will pay any fees or expenses we are required to pay by
law.  Each party must bear the expense of that party's attorneys,
experts and witnesses, regardless of who wins the arbitration,
except to the extent that applicable law or the AAA's Rules provide
otherwise.  The prevailing party, however, may seek to recover
AAA's fees and the expenses of the arbitrator from the other party.


MISCELLANEOUS.  This arbitration Provision shall survive any
suspension or termination of your Account, as well as the repayment
of all amounts borrowed under this Agreement.  If there is any
conflict or inconsistency between this Provision and the AAA's
Rules or other Provisions of this Agreement, this Provision will
govern.  If any portion of this Dispute Resolution is determined to
be unenforceable, the remainder shall, nevertheless, remain
enforceable.

Governing Law
	This Agreement is governed by the laws of the State of Arizona and
by any applicable federal laws no matter where you live. You agree
that any litigation brought by you against us regarding this
Account or this Agreement shall be brought in a state or federal
court located in the State of Arizona. If any part of this
Agreement is found to be invalid, the rest remains effective.

General Information
	No delay or failure in enforcing our rights under this Agreement
will prejudice any of our rights hereunder. If you default, unless
prohibited by applicable law, we may require you to pay all
collection costs, including reasonable attorneys' fees and court
costs. Our failure to exercise any of our rights when you default
or exercise other of our rights does not mean that we are unable to
exercise those rights upon later default or otherwise.

Payments Marked "Paid In Full"
	We may accept letters, checks or other types of payments showing
"payment in full" or using other language to indicate satisfaction
of your debt, without waiving any of our rights to receive full
payment under this Agreement. Satisfaction of your debt for less
than the full amount requires a written agreement, signed by one of
our authorized employees.


YOUR BILLING RIGHTS:  KEEP THIS NOTICE FOR FUTURE USE

This notice contains important information about your rights and
our responsibilities under the Fair Credit Billing Act.

Notify Us in Cases of Billing Errors or Questions about Your
Statement. If you think your Statement is wrong, or you need more
information about a transaction on your Statement, write us at:
P.O. Box 62648, Phoenix, AZ  85082-9962

Write us as soon as possible. We must hear from you no later than
60 days after we sent you the first Statement on which the error or
problem appeared. You can telephone us, but doing so will not
preserve your rights. In your letter, give us the following
information:

*Your name and account number.

*The dollar amount of the suspected error.

*Describe the error and explain, if you can, why you believe there
is an error. If you need more information, describe the item you
are not sure about.

If you have authorized us to pay your credit card bill
automatically from your savings or checking account, you can stop
the payment on any amount you think is wrong. To stop the payment
your letter must reach us three business days before the automatic
payment is scheduled to occur.

Your Rights and Our Responsibilities after We Receive Your Written
Notice. We must acknowledge your letter within 30 days, unless we
have corrected the error by then. Within 90 days, we must either
correct the error or explain why we believe your Statement was
correct.
	After we receive your letter, we cannot try to collect any amount
you question, or report you as delinquent. We can continue to bill
you for the amount you question, including Finance Charges, and we
can apply any unpaid amount against your Credit Limit. You do not
have to pay any questioned amount while we are investigating, but
you are still obligated to pay the parts of your Statement that are
not in question.
	If we find that we made a mistake on your Statement, you will not
have to pay any Finance Charges related to the questioned amount.
If we did not make a mistake, you may have to pay Finance Charges,
and you will have to make up any missed payments on the questioned
amount. In either case, we will send you a statement of the amount
you owe and the date that it is due.
	If you fail to pay the amount that we think you owe, we may report
you as delinquent. However, if our explanation does not satisfy you
and you write to us within ten days telling us that you still
refuse to pay, we must tell anyone we report you to that you have a
question about your Statement. And, we must tell you the name of
anyone we reported you to. We must tell anyone we report you to
that the matter has been settled between us when it finally is.
	If we do not follow these rules, we cannot collect the first $50
of the questioned amount, even if your Statement was correct.

Special Rule for Credit Card Purchases. If you have a problem with
the quality of property or services that you purchased with your
Card, and you have tried in good faith to correct the problem with
the merchant, you may have the right not to pay the remaining
amount due on the property or services. There are two limitations
on this right:

*You must have made the purchase in your home state or, if not
within your home state, within 100 miles of your current mailing
address; and

*The purchase price must have been more than $50.

These limitations do not apply if we own or operate the merchant,
or if we mailed you the advertisement for the property or
services.




Important Notice Regarding Your NextCard Account

Effective with your Billing Cycle dated after August 15, 2001, your
NextCard Account Agreement is being amended to include the
following changes to your Terms and Conditions outlined below.

The Annual Percentage Rate for Purchases and Balance Transfers is a
variable rate equal to the Prime Rate plus a margin of 15.99%, but
in any event, not less than 22.99% (Daily Periodic Rate of
0.06298%), or Prime Rate plus a margin of 16.99% for Delinquent
Accounts, but in any event, not less than 23.99% (Daily Periodic
Rate of 0.06573%), Prime Rate plus a margin of 20.99% for
Derogatory Accounts, but in any event, not less than 27.99% (Daily
Periodic Rate of 0.07668%), and a fixed rate of 29.99% (Daily
Periodic Rate of 0.08216%) for Seriously Delinquent Accounts. The
APR for Purchases and Balance Transfers after you close your
Account is variable rate equal to the maximum of Prime Rate plus a
margin of 12.99% or your Annual Percentage Rate for Purchases and
Balance Transfer,  but in any event, not less than 19.99% (Daily
Periodic Rate of 0.05476%). For a "Cured" Account, the APR for
Purchases and Balance Transfers is a variable rate equal to the
Prime Rate plus a margin of 15.99%, but in any event, not less than
22.99% (Daily Periodic Rate of 0.06298%). These variable rates were
in effect on June 1, 2001.

The Annual Percentage Rate for Cash Advance is a variable rate
equal to the maximum of the Prime Rate plus a margin of 17.99% or
your Annual Percentage Rate for Purchases and Balance Transfer, but
in any event, not less than 24.99% (Daily Periodic Rate of
0.06846%).

In this Supplemental Disclosure Statement the term "Prime Rate", as
used for any Billing Cycle, is the highest Prime Rate published in
the Money Rate Tables of The Wall Street Journal (Western Edition)
on the first business day of the calendar month in which the
Billing Cycle ends.  Changes in the Prime Rate will take effect on
the first day of your Billing Cycle. If the Prime Rate increases,
so will the Daily Periodic Rate, your Periodic Finance Charges, and
your Annual Percentage Rate. If more than one Prime Rate is
published, the highest Prime Rate will be used for this
calculation. If The Wall Street Journal (Western Edition) fails to
publish the Prime Rate for the relevant date, we will use the Prime
Rate published in The New York Times or any other newspaper of
national circulation selected by us. The Prime Rate is merely a
reference rate and may not be the lowest rate available.

The Daily Periodic Rates used in determining Finance Charges and
corresponding APR may change each month as the Prime Rate changes.
Any increase or decrease in your Daily Periodic Rates will apply to
both the outstanding balance of your Account and new charges. The
Daily Periodic Rates will continue to vary even if your Account is
closed. The Daily Periodic Rate is the APR divided by 365.

Your Account is Delinquent if payment is received late or is
returned or the Account is overlimit; Derogatory if, in any
12-month period, the Account is Delinquent twice; and Seriously
Delinquent if you fail to make at least the Minimum Payment Due for
two consecutive Billing Cycles.  Accounts are no longer Derogatory
or Delinquent if no late or returned payment occurs and the Account
is not overlimit for 12 consecutive months (a "Cured Account").

Minimum Payment
The Minimum Payment Due for each Billing Cycle will normally be: 2%
of the Balance shown on your statement (or may be higher to ensure
that it is sufficient to pay the Finance Charges) plus the amount
of any Past Due Amount and the amount by which the Balance exceeds
your credit limit.  This payment will not be less than $15 or your
total Balance.

These changes apply to outstanding balances for Purchases and
Balance Transfers on the effective date and new transactions.

If you have questions please email us at
accountinformation@nextcard.com or call us at 1-877-704-0273,
between the hours of 8 A.M. and 5 P.M. PST Monday-Friday.

Thank You.

Sincerely,


NextCard Cardholder Services
www.nextcard.com
NextCard, Inc.