ASSIGNMENT No. 5 OF RECEIVABLES IN ADDITIONAL
ACCOUNTS, dated as of April 1, 1998, by and between CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national
banking corporation organized and existing under the laws
of the United States of America ("Chase USA"), and THE
BANK OF NEW YORK, a banking corporation organized and
existing under the laws of the State of New York (the
"Trustee") pursuant to the Pooling and Servicing Agree
ment referred to below.

                                        W I T N E S S E T H:

                  WHEREAS, Chase USA, as Transferor on and after
June 1, 1996, The Chase Manhattan Bank, as Transferor
prior to June 1, 1996 and as Servicer, and the Trustee
are parties to the Second Amended and Restated Pooling
and Servicing Agreement, dated as of September 1, 1996
(hereinafter as such agreement may have been, or may from
time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement");

                  WHEREAS, pursuant to the Pooling and Servicing
Agreement, Chase USA wishes to designate Additional Ac
counts of Chase USA to be included as Accounts and to
convey the Receivables of such Additional Accounts,
whether now existing or hereafter created, to the Trust
as part of the corpus of the Trust (as each such term is
defined in the Pooling and Servicing Agreement); and

                  WHEREAS, the Trustee is willing to accept such
designation and conveyance subject to the terms and
conditions hereof;

                  NOW, THEREFORE, Chase USA and the Trustee
hereby agree as follows:

                           1.  Defined Terms.  All terms defined in
         the Pooling and Servicing Agreement and used herein
         shall have such defined meanings when used herein,
         unless otherwise defined herein.


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                           "Addition Date" shall mean, with respect
         to the Additional Accounts designated hereby, April
         1, 1998.

                           "Notice Date" shall mean, with respect to
         the Additional Accounts designated hereby, March 18,
         1998.

                           2.  Designation of Additional Accounts.
         Chase USA shall deliver to the Trustee not later
         than five Business Days after the Addition Date, a
         computer file or microfiche list containing a true
         and complete list of each MasterCard and VISA ac
         count which as of the Addition Date shall be deemed
         to be an Additional Account, such accounts being
         identified by account number and by the amount of
         Receivables in such accounts as of the close of
         business on the Addition Date.  Such list shall be
         delivered five Business Days after the date of this
         Agreement and shall be marked as Schedule 1 to this
         Assignment and, as of the Addition Date, shall be
         incorporated into and made a part of this Assign
         ment.

                           3.       Conveyance of Receivables.

 
                                    A.  Chase USA does hereby transfer, as
                  sign, set-over and otherwise convey to the Trust for
                  the benefit of the Certificateholders, without
                  recourse on and after the Addition Date, all right,
                  title and interest of Chase USA in and to the Re
                  ceivables now existing and hereafter created in the
                  Additional Accounts designated hereby, all monies
                  due or to become due with respect thereto (including
                  all Finance Charge Receivables) and all proceeds of
                  such Receivables, Recoveries, Interchange, Insurance
                  Proceeds relating to such Receivables and the pro
                  ceeds of any of the foregoing.

                           B.  In connection with such transfer,
         Chase USA agrees to record and file, at its own ex
         pense, a financing statement with respect to the
         Receivables now existing and hereafter created in
         the Additional Accounts designated hereby (which may
         be a single financing statement with respect to all
         such Receivables) for the transfer of accounts as

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         defined in Section 9-106 of the UCC as in effect in
         the State of New York meeting the requirements of
         applicable state law in such manner and such juris
         dictions as are necessary to perfect the assignment
         of such Receivables to the Trust, and to deliver a
         file-stamped copy of such financing statement or
         other evidence of such filing (which may, for pur
         poses of this Section 3, consist of telephone con
         firmation of such filing) to the Trustee on or prior
         to the date of this Agreement.

                           C.  In connection with such transfer,
         Chase USA further agrees, at its own expense, on or
         prior to the date of this Assignment to indicate in
         its computer files that Receivables created in
         connection with the Additional Accounts designated
         hereby have been transferred to the Trust pursuant
         to this Assignment for the benefit of the Certifi
         cateholders.

                           D.  Chase USA hereby grants to the Trustee
         a security interest in all of Chase USA's right,
         title and interest in, to and under the Receivables
         now existing and hereafter created in the Additional
         Accounts designated hereby, all monies due or to
         become due with respect to such Receivables, Insur
         ance Proceeds relating to such Receivables, Recover
         ies, Interchange and the proceeds to any of the
         foregoing to secure a loan in an amount equal to the
         unpaid principal amount of the Investor Certificates
         issued or to be issued pursuant to the Pooling and
         Servicing Agreement and the interests accrued at the
         related Certificate Rates, and this Agreement shall
         constitute a security agreement under applicable
         law.

                           4  Acceptance by Trustee.  The Trustee
         hereby acknowledges its acceptance on behalf of the
         Trust for the benefit of the Certificateholders of
         all right, title and interest previously held by
         Chase USA in and to the Receivables now existing and
         hereafter created, and declares that it shall main
         tain such right, title and interest, upon the Trust
         herein set forth, for the benefit of all Certifi
         cateholders.


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                           5.  Representations and Warranties of
         Chase USA.  Chase USA hereby represents and warrants
         to the Trust as of the Addition Date:

                           A.  Legal, Valid and Binding Obligation.
                  This Assignment constitutes a legal, valid and
                  binding obligation of Chase USA enforceable
                  against Chase USA in accordance with its terms,
                  except as such enforceability may be limited by
                  applicable bankruptcy, insolvency, reorganiza
                  tion, moratorium or other similar laws now or
                  hereafter in effect affecting the enforcement
                  of creditors' rights in general and the rights
                  of creditors of banking associations and except
                  as such enforceability may be limited by gener
                  al principles of equity (whether considered in
                  a suit at law or in equity).

                           B.  Eligibility of Accounts and Receiv
                  ables.  Each Additional Account designated
                  hereby is an Eligible Account and each Receiv
                  able in such Additional Account is an Eligible
                  Receivable.

                           C.  Selection Procedures.  No selection
                  procedures believed by Chase USA to be materi
                  ally adverse to the interests of the Investor
                  Certificateholders were utilized in selecting
                  the Additional Accounts designated hereby from
                  the available Eligible Accounts in the Bank
                  Portfolio.

                           D.  Insolvency.  Chase USA is not insol
                  vent and, after giving effect to the conveyance
                  set forth in Section 3 of this Assignment, will
                  not be insolvent.

                           E.  Security Interest.  This Assignment
                  constitutes either: (i) a valid transfer and
                  assignment to the Trust of all right, title and
                  interest of Chase USA in and to Receivables now
                  existing and hereafter created in the Addition
                  al Accounts designated hereby, and all proceeds
                  (as defined in the UCC) of such Receivables and
                  Insurance Proceeds relating thereto, and such
                  Receivables and any proceeds thereof and Insur
                  ance Proceeds relating thereto will be held by

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                  the Trust free and clear of any Lien of any
                  Person claiming through or under Chase USA or
                  any of its Affiliates except for (x) Liens
                  permitted under subsection 2.5(b) of the Pool
                  ing and Servicing Agreement, (y) the interest
                  of the holder of the Transferor Certificate and
                  (z) Chase USA's right to receive interest ac
                  cruing on, and investment earnings in respect
                  of, the Finance Charge Account and the Princi
                  pal Account as provided in the Pooling and
                  Servicing Agreement; or (ii) a grant of a secu
                  rity interest (as defined in the UCC) in such
                  property to the Trust, which is enforceable
                  with respect to existing Receivables of the
                  Additional Accounts, the proceeds (as defined
                  in the UCC) thereof and Insurance Proceeds re
                  lating thereto, upon the conveyance of such Re
                  ceivables to the Trust, and which will be en
                  forceable with respect to the Receivables
                  thereafter created in respect of Additional
                  Accounts designated hereby, the proceeds (as
                  defined in the UCC) thereof and Insurance Pro
                  ceeds relating thereto, upon such creation; and
                  (iii) if this Assignment constitutes the grant
                  of a security interest to the Trust in such
                  property, upon the filing of a financing state
                  ment described in Section 3 of this Assignment
                  with respect to the Additional Accounts desig
                  nated hereby and in the case of the Receivables
                  of such Additional Accounts thereafter created
                  and the proceeds (as defined in the UCC) there
                  of, and Insurance Proceeds relating to such Re
                  ceivables, upon such creation, the Trust shall
                  have a first priority perfected security inter
                  est in such property (subject to Section 9-306
                  of the UCC as in effect in the State of Dela
                  ware), except for Liens permitted under subsec
                  tion 2.5(b) of the Pooling and Servicing Agree
                  ment.

                           F.  Breach of Representations and Warran
                  ties.  The provision set forth in Section
                  2.4(d) of the Pooling and Servicing Agreement
                  shall be applicable to any breach of the repre
                  sentations and warranties of this Section 5
                  with respect to any Receivable.


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                           6.       Conditions Precedent.  The acceptance
         by the Trustee set forth in Section 4 and the amend
         ment of the Pooling and Servicing Agreement set
         forth in Section 7 are subject to the satisfaction,
         on or prior to the Addition Date, of the following
         conditions precedent:

                                    A.  Officer's Certificate.  Chase USA
                  shall have delivered to the Trustee a certifi
                  cate of a Vice President or more senior officer
                  substantially in the form of Schedule 2 hereto,
                  certifying that (i) all requirements set forth
                  in Section 2.6 of the Pooling and Servicing
                  Agreement for designating Additional Accounts
                  and conveying the Principal Receivables of such
                  Account, whether now existing or hereafter
                  created, have been satisfied and (ii) each of
                  the representations and warranties made by
                  Chase USA in Section 5 is true and correct as
                  of the Addition Date.  The Trustee may conclu
                  sively rely on such Officer's Certificate,
                  shall have no duty to make inquiries with re
                  gard to the matters set forth therein, and
                  shall incur no liability in so relying.

                                    B.  Opinion of Counsel.  Chase USA
                  shall have delivered to the Trustee an Opinion
                  of Counsel with respect to the Additional Ac
                  counts designated hereby substantially in the
                  form of Exhibit E to the Pooling and Servicing
                  Agreement.

                                    C.       Additional Information.  Chase
                  USA shall have delivered to the Trustee such
                  information as was reasonably requested by the
                  Trustee to satisfy itself as to the accuracy of
                  the representation and warranty set forth in
                  subsection 5(d) to this Agreement.

                           7.       Amendment of the Pooling and Servic
         ing Agreement.  The Pooling and Servicing Agreement
         is hereby amended to provide that all references
         therein to the "Pooling and Servicing Agreement," to
         "this Agreement" and "herein" shall be deemed from
         and after the Addition Date to be a dual reference
         to the Pooling and Servicing Agreement as supple
         mented by this Assignment and by Assignment No.-1 of

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         Receivables in Additional Accounts, dated as of July
         1, 1996, Assignment No. 2 of Receivables in Addi
         tional Accounts, dated as of September 1, 1996,
         Assignment No.3 of Receivables in Additional Ac
         counts, dated as of December 1, 1997, Assignment No.
         4 of Receivables in Additional Accounts, dated as of
         February 1, 1998, Reassignment No.-1 of Receivables
         in Removed Accounts, dated as of September 30, 1997
         and Reassignment No. 2 of Receivables in Removed
         Accounts, dated as of December 1, 1997.  Except as
         expressly amended hereby, all of the representa
         tions, warranties, terms, covenants and conditions
         to the Pooling and Servicing Agreement shall remain
         unamended and shall continue to be, and shall re
         main, in full force and effect in accordance with
         its terms and except as expressly provided herein
         shall not constitute or be deemed to constitute a
         waiver of compliance with or a consent to noncompli
         ance with any term or provisions of the Pooling and
         Servicing Agreement.

                           8.       Counterparts.  This Assignment may be
         executed in two or more counterparts (and by differ
         ent parties on separate counterparts), each of which
         shall be an original, but all of which together
         shall constitute one and the same instrument.

                           9.       GOVERNING LAW.    THIS AGREEMENT
         SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
         THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
         CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
         RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
         BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


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                  IN WITNESS WHEREOF, the undersigned have caused
this Assignment of Receivables in Additional Accounts to
be duly executed and delivered by their respective duly
authorized officers on the day and year first above
written.

                                                     CHASE MANHATTAN BANK USA,
                                                     NATIONAL ASSOCIATION


                                                     By:________________________
                                                        Name:
                                                        Title:


                                                     THE BANK OF NEW YORK,
                                                       as Trustee


                                                     By:________________________
                                                        Name:
                                                        Title:



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<PAGE>
                                                             Schedule 1
                                                             to Assignment of
                                                             Receivables in
                                                             Additional Accounts


                             ADDITIONAL ACCOUNTS

              [a list of the Additional Accounts was delivered to 
               the Trustee in the form of a computer file]




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