Exhibit 10.1

EXECUTION
COPY

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|SALE AND PURCHASE AGREEMENT
Dated as of July 31, 2003
among
Providian Bank,
Columbus Bank and Trust Company
and
CompuCredit Acquisition Corporation





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|                                                  |      |    |                                                             | Page
|------------------------------------------------- | ---- | -- | ----------------------------------------------------------- | ----
|ARTICLE 1    DEFINITIONS                          |      | 1 
|                                                  | 1.1  |    | Definitions                                                 |     
|                                                  | 1.2  |    | Construction                                                |     
|ARTICLE 2    PURCHASE AND SALE OF ACQUIRED ASSETS |      | 11
|                                                  | 2.1  |    | Acquired Assets                                             |     
|                                                  | 2.2  |    | Purchaser Obligations                                       |     
|                                                  | 2.3  |    | Purchase Price                                              |     
|                                                  | 2.4  |    | Use of Name and Trademarks                                  |     
|                                                  | 2.5  |    | Servicing Agreement                                         |     
|                                                  | 2.6  |    | Related Programs                                            |     
|ARTICLE 3    THE CLOSING                          |      | 13
|                                                  | 3.1  |    | The Closing                                                 |     
|                                                  | 3.2  |    | Documents and Certificates                                  |     
|                                                  | 3.3  |    | Valuation Date Statement                                    |     
|                                                  | 3.4  |    | Payments on the Closing Date                                |     
|                                                  | 3.5  |    | Settlement Date Statement                                   |     
|                                                  | 3.6  |    | Payments on the Settlement Date                             |     
|                                                  | 3.7  |    | Post Closing Payments                                       |     
|                                                  | 3.8  |    | Power of Attorney                                           |     
|                                                  | 3.9  |    | Dispute Resolution                                          |     
|                                                  | 3.10 |    | Collections on the Accounts                                 |     
|                                                  | 3.11 |    | Allocation of Purchase Price                                |     
|ARTICLE 4    REPRESENTATIONS AND WARRANTIES       |      | 17
|                                                  | 4.1  |    | Representations and Warranties of Seller                    |     
|                                                  | 4.2  |    | Representations and Warranties of Purchaser and CompuCredit |     
|ARTICLE 5    CERTAIN COVENANTS                    |      | 23
|                                                  | 5.1  |    | Mutual Covenants and Agreements                             |     
|                                                  | 5.2  |    | Certain Covenants of Seller                                 |     
|                                                  | 5.3  |    | Grant of Security Interest; UCC Matters                     |     
|                                                  | 5.4  |    | Covenants of Purchaser and CompuCredit                      |     
|ARTICLE 6    CONDITIONS OF CLOSING                |      | 32
|                                                  | 6.1  |    | Conditions Applicable to Purchaser and CompuCredit          |     
|                                                  | 6.2  |    | Conditions Applicable to Seller                             |     
|ARTICLE 7    INDEMNIFICATION AND REPURCHASE       |      | 35
|                                                  | 7.1  |    | Seller's Repurchase Obligations                             |     
|                                                  | 7.2  |    | Repurchase Price                                            |     
|                                                  | 7.3  |    | Seller's Indemnification Obligations                        |     
|                                                  | 7.4  |    | CompuCredit's Indemnification Obligations                   |     
|                                                  | 7.5  |    | Definition of Losses                                        |     
|                                                  | 7.6  |    | Procedures                                                  |     
|                                                  | 7.7  |    | Treatment of Indemnification                                |     
|                                                  | 7.8  |    | Exclusive Recourse to CompuCredit                           |     
|                                                  | 7.9  |    | Providian Financial Corporation Guaranty                    |     
|                                                  | 7.10 |    | CompuCredit Corporation Guaranty                            |     
|                                                  | 7.11 |    | Class Action Litigation                                     |     
|                                                  | 7.12 |    | Exclusive Remedy                                            |     
|                                                  | 7.13 |    | Interim Securitization Claim                                |     
|ARTICLE 8    TERMINATION                          |      | 40
|                                                  | 8.1  |    | Termination By Either Party                                 |     
|                                                  | 8.2  |    | Effect of Termination                                       |     
|                                                  |      |    |                                                             |     

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|                           | 8.3  |    | Expense Reimbursement                      |  | 41
|-------------------------- | ---- | -- | ------------------------------------------ |  | --
|                           | 8.4  |    | Termination Fees                           |  | 41
|ARTICLE 9    MISCELLANEOUS |      | 42
|                           | 9.1  |    | Survival of Representations and Warranties |  | 42
|                           | 9.2  |    | Notices                                    |  | 42
|                           | 9.3  |    | Assignment                                 |  | 43
|                           | 9.4  |    | Entire Agreement                           |  | 43
|                           | 9.5  |    | Amendments and Waivers                     |  | 43
|                           | 9.6  |    | Expenses                                   |  | 44
|                           | 9.7  |    | Captions; Counterparts                     |  | 44
|                           | 9.8  |    | Governing Law                              |  | 44
|                           | 9.9  |    | Severability                               |  | 44
|                           | 9.10 |    | No-Shop Provision                          |  | 44
|                           | 9.11 |    | No Consequential Damages                   |  | 45
|                           | 9.12 |    | Limitation of Specified Claims             |  | 45
|                           | 9.13 |    | Notice of Certain Disputes                 |  | 45

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|EXHIBIT A         |  | Credit Card Marks                                                                              
|----------------- |  | -----------------------------------------------------------------------------------------------
|EXHIBIT B         |  | Form of Interim Servicing Agreement                                                            
|EXHIBIT C         |  | Form of Settlement Date Statement                                                              
|EXHIBIT D         |  | Form of Valuation Date Statement                                                               
|EXHIBIT E         |  | Form of Assignment and Assumption Agreement                                                    
|EXHIBIT F         |  | List of Due Diligence Information                                                              
|EXHIBIT G         |  | Additional Representations and Warranties of Seller                                            
|EXHIBIT I         |  | Form of Opinion of Counsel to Seller                                                           
|EXHIBIT J         |  | Form of Opinion of Counsel to CompuCredit/Purchaser                                            
|SCHEDULE 1.1(A)   |  | Daily Settlements                                                                              
|SCHEDULE 4.1(h-1) |  | Form of Cardholder Agreement                                                                   
|SCHEDULE 4.1(h-2) |  | Form of Periodic Statement                                                                     
|SCHEDULE 4.1(m)   |  | Accounts Tape                                                                                  
|SCHEDULE 4.1(n)   |  | List of Enhancement Programs                                                                   
|SCHEDULE 4.1(s)   |  | List of Credit Ratings and Collection Status Codes                                             
|SCHEDULE 4.1(u)   |  | Disclosures Regarding Providian Bank's Policies and Procedures                                 
|SCHEDULE 5.2(l)   |  | Information to be delivered in connection with the Interim Securitization or the Securitization

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SALE AND PURCHASE AGREEMENT

This Sale and Purchase Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this
"Agreement"), is made and entered into as of the 31st day of July, 2003 by and among PROVIDIAN BANK, a Utah industrial loan corporation
("Seller"), COLUMBUS BANK AND TRUST COMPANY, a Georgia state-chartered bank ("Purchaser") and
COMPUCREDIT ACQUISITION CORPORATION, a Nevada corporation ("CompuCredit").

WITNESSETH

A.    Seller
is the owner of accounts providing for open-end unsecured lines of credit accessible or previously accessible by credit cards bearing the name and logo
of Visa, U.S.A., Inc. ("Credit Card Accounts") and related receivables.

B.    Seller
desires to sell, and Purchaser desires to purchase, on the terms set forth herein, the properties, rights, title, interest and privileges of Seller in and to
certain Credit Card Accounts, the related receivables and certain related assets as set forth in this Agreement.

C.    CompuCredit
will purchase the receivables arising in the Credit Card Accounts and related assets purchased by the Purchaser hereunder.

D.    Purchaser
and CompuCredit have requested, and Seller has agreed, that Seller will service the Credit Card Accounts and related receivables so sold and purchased pursuant
to this Agreement in accordance with the Interim Servicing Agreement for an interim period after the Closing Date.

NOW,
THEREFORE, in consideration of the foregoing, the covenants made by the parties herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1DEFINITIONS

1.1Definitions.    Except as otherwise specifically indicated, the following terms shall have the meanings
specified herein.

"Account Information" shall mean all information relating to the Accounts and Credit Card Receivables, including, without limitation,
Account numbers, Cardholder contact information and information relating to transactions effected through the Accounts.

"Accountants" shall have the meaning specified inSection 3.9.

"Accounts" shall mean the Credit Card Accounts that are identified by name and account number on the computer generated tape attached
hereto asSchedule 4.1(m).

"Accrued Interest," with respect to each Account, shall mean the aggregate amount of periodic finance charges that had accrued on that
Account as of the Cut-Off Time, but had not been posted to that Account at the Cut-Off Time, and that are actually posted to the Accounts in the billing cycle immediately
following the billing cycle in which the Cut-Off Time occurs.

"Acquired Assets" shall have the meaning specified inSection 2.1.

"Additional Cost of Funds Amount" shall have the meaning specified inSection 2.3.

"Additional Servicing Amount" shall have the meaning specified inSection 2.3.

"Adjusted Purchase Price Amount" shall have the meaning specified inSection 9.12.

"Adjustment Period" shall mean the period of time commencing at the Cut-Off Time and ending on, but not including, the
Valuation Date.

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"Affiliate" shall mean, with respect to any person, corporation or entity, any other person, corporation or entity that directly or
indirectly controls, is controlled by or is under common control with such person, corporation or entity. For the purposes of this definition, "control" shall mean the power to direct the management
and policies of a person, directly or indirectly, whether through the ownership of voting, securities, by contract or otherwise; and the terms "common control" and "controlled" have meanings
correlative to the foregoing.

"Agreement" shall have the meaning specified in the Introduction.

"Allocation Statement" shall have the meaning specified inSection 3.11.

"Alternative Transaction" shall have the meaning specified inSection 9.10(a).

"Assignment and Assumption Agreement" shall have the meaning specified in Section 3.2.

"Average Receivables Balance" shall mean, for any Monthly Period, (i) the sum of (A) the amount of Credit Card Receivables
(but excluding any Accrued Interest or any other amounts not posted) on the first day of such Monthly Period and (B) the amount of Credit Card Receivables (but excluding any Accrued Interest or
any other amounts not posted) on the last day of such Monthly Period divided by (ii) two. For purposes of this definition, Credit Card Receivables shall exclude Defaulted Receivables.

"Benefit Agreement" shall have the meaning specified inSection 2.6.

"Books and Records" shall mean the following books and records in the possession or under the control of Seller, to the extent relating to
the Accounts: applications for Accounts, periodic statements, credit
and collection files, file maintenance data, credit agreements, disclosure statements, credit information files, credit card slips, receipts and correspondence, whether in documentary form or on
microfilm, microfiche, magnetic tape, computer disk or other form whether segregated by Cardholder identity or by document or record type and any other records necessary to evidence ownership,
service, administer or enforce the Accounts. Books and records shall not include Seller's general corporate financial and other records, income Tax Returns or other corporate records not specifically
relating to the Accounts or which relate to the Accounts and other accounts with respect to which information relating to the Accounts cannot reasonably be extracted.

"Business Day" shall mean each day other than Saturday, Sunday or a day on which banking institutions in the States of California, Georgia
or New York are authorized or obligated by law, executive order or governmental decree to be closed.

"Cardholder" shall mean an applicant and/or co-applicant in whose name an Account was established or is maintained and/or who
is obligated to repay the Credit Card Receivables associated with such Account.

"Cardholder Agreement" shall mean all agreements entered into between Seller and a Cardholder prior to the Cut-Off Time
(together, in each case, with all modifications, amendments, supplements or other changes thereto) containing the terms and conditions of the Account.

"Cardholder List" shall mean a list containing the names and addresses of Cardholders.

"Class Action Litigation" shall mean all claims that are, will be or could be asserted in the following civil actions: (i) In re
VISA International Service Association, Internet Gambling Litigation, Eastern District of Louisiana, MDL Nos. 1321; (ii) Billie Jo Mackey v. Providian Financial Corporation et al., California
Superior Court, San Francisco County, Case No. 412283; (iii) In re Currency Conversion Fee Antitrust Litigation, Southern District of New York, MDL No. 1409; and
(iv) Edward W. Mullins v. First Select Inc., Texas State Court, Johnson County, Case No. 3-02CV-1790D.

"Closing" shall have the meaning specified inSection 3.1.

"Closing Date" shall have the meaning specified inSection 3.1.

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"Closing Time" shall have the meaning specified inSection 3.1.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Collateral" shall have the meaning specified inSection 5.3(a).

"CompuCredit" shall have the meaning specified in the Introduction.

"Conversion Date" shall mean the date on which the last of the following events shall have occurred (i) the Accounts have been
transferred from the Processing System, or all or substantially all of the Account Information has been removed from the Processing System, as directed by CompuCredit or Purchaser or their agents in
accordance with the Interim Servicing Agreement (or, with respect to the Accounts that will continue to be maintained on Total Systems Services, Inc. after Seller ceases to be available to
service such Accounts, the date on which the Seller ceases to be responsible for payments with respect thereto to Total Systems Services, Inc.); (ii) the Account Information shall have
been transferred to the Purchaser's Processing System (or, if applicable, Total Systems Services, Inc. for the account of the Purchaser) and (iii) all Servicer tests with respect to the
Account Information on the Purchaser's Processing System shall have been conducted.

"Covered Account" shall have the meaning specified inSection 7.1.

"Credit Balances" shall mean all amounts owing by Seller to Cardholders on Accounts as of the relevant date, as reflected on the
Processing System.

"Credit Card" shall mean the plastic Visa credit card issued by Seller to each Cardholder pursuant to the relevant Cardholder Agreement.

"Credit Card Accounts" shall have the meaning specified in Recital A.

"Credit Card Marks" shall mean such trademarks and service marks of Seller as have been used in connection with the Accounts as set forth
onExhibit A.

"Credit Card Receivables" shall mean any and all amounts owing (whether billed or unbilled, posted or not), to the owner of the Accounts
by Cardholders that arise or have arisen under or in connection with the Accounts, including, without limitation, all principal, outstanding purchases, cash advances, finance charges (including
Accrued Interest), annual fees and any other charges and fees assessed on said Accounts.

"Cut-Off Time" shall mean 11:59 P.M. on May 31, 2003.

"Defaulted Receivables" shall mean, with respect to any Monthly Period, all principal receivables and finance charge receivables which are
charged off as uncollectible in such Monthly Period in accordance with the Policies and Procedures and Seller's customary and usual servicing procedures for servicing consumer revolving credit card
and other revolving credit account receivables comparable to the Credit Card Receivables. A Credit Card Receivable shall become a Defaulted Receivable on the day on which such Credit Card Receivable
is recorded as charged off on Seller's computer master file of consumer revolving credit card accounts but, in any event, shall be deemed a Defaulted Receivable no later than the last day of the month
during which the related Account becomes 180 days contractually delinquent unless the Obligor cures such default by making a partial payment which satisfies the criteria for curing
delinquencies set forth in the applicable Policies and Procedures.

"Deposit Account" shall mean the deposit account or accounts into which Funds are deposited by or on behalf of an Obligor pursuant to the
Deposit Documents, together with all money and other properties on deposit therein or credited thereto, and all interest, dividends earnings, income and other distributions from time to time received,
receivable or otherwise distributed to or in respect thereof.

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"Deposit Agreement" shall mean an agreement with respect to the Deposit Account at the depository for such Deposit Account, as amended,
supplemented or otherwise modified from time to time.

"Deposit Documents" shall mean the Security Agreement, the Deposit Agreement and all other documents, books, credit files, records, and
other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained with respect to the Deposit Account
and the Funds.

"Eligible Account" shall mean a Visa consumer revolving credit card account having the following characteristics:



"Eligible Receivable" shall mean each Credit Card Receivable:



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"Excluded Account" shall mean any Credit Card Account and its associated Credit Card Receivables that met one of the following criteria as
of the Cut-Off Time (except for (xxi) that shall be determined as of the Closing Date):



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"Excluded Obligation" shall mean any liability or obligation whatsoever of Seller or any of its Affiliates (except for the Purchaser
Obligations and obligations and liabilities of Seller expressly made or assumed hereunder) including, without limitation, any liability or obligation to the extent arising from (a) the failure
by Seller or any of its Affiliates or any of their respective agents, directors, officers, servants or employees to comply with any federal, state or local law or regulation, or any rules or
regulations of Visa, at any time prior to the Closing Date, (b) the failure by Seller or any of its Affiliates or any of their respective agents, directors, officers, servants or employees to
disclose Account terms to the Cardholders at any time prior to the Closing Date, (c) any false or misleading advertising by Seller or any of its Affiliates or any of their respective agents,
directors, officers, servants or employees prior to the Closing Date, (d) any action, suit, proceeding or claim or other litigation, or any investigation by any Governmental Authority affecting
the Accounts or the Acquired Assets involving the Seller or any of its Affiliates or any of their respective agents, directors, officers, servants or employees to the extent relating to any action or
inaction with respect to the Acquired Assets prior to the Closing Date, (e) any action, suit, proceeding or claim or other litigation arising under the Benefit Agreements to the extent
resulting from the actions or omissions of Seller or any of its Affiliates or any of their respective agents, directors, officers, servants or employees, (f) any refund, cancellation or
fulfillment obligation arising under any Benefit Agreements to the extent not assumed by Purchaser underSection 2.6, (g) any obligation
with respect to a Secured Account, (h) any obligation with respect to the Accounts arising prior to the Closing Date and (i) any action, suit, proceeding or claim or other litigation
arising under or in connection with any of the items onSchedule 4.1(u)to the extent resulting from the actions or omissions of Seller or any of
its Affiliates or any of their respective agents, directors, officers, servants or employees.

"Federal Funds Rate" shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to
the average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day;providedthat if such day is not a Business Day or the Federal Funds Rate is not so published for
any day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day.

"Fees and Expenses" shall mean all reasonable out-of-pocket fees and expenses of a party, including, without
limitation, the fees and disbursements of such party's counsel incurred in connection with the transaction contemplated hereby.

"Funds" shall mean the money, instruments and other properties provided by or on behalf of an Obligor with respect to an Account from time
to time under the Security Agreement as collateral in respect of all or part of the related Credit Card Receivables.

"Funds Collateral" shall mean with respect to an Account (a) the security interest of Seller in the related Deposit Account and the
related Funds, (b) each related Deposit Document, including, without limitation, all monies due or to become due to Seller under or in connection with such related Deposit Document, and all
rights, remedies, powers, privileges, benefits and claims of Seller under or with respect to such related Deposit Document (whether arising pursuant to the terms of such related Deposit Document or
otherwise available at law or in equity); (c) all guarantees, indemnities, warranties, insurance policies and proceeds and premium refunds and other arrangements of whatever character from time
to time under or with respect to such Funds, the Secured Account, the Deposit Account or the Deposit Documents; (d) all other security interests or liens from time to time purporting to secure
an Obligor's obligations under or with respect to the Secured Account; and (e) all substitutions for and proceeds of any of the foregoing.

"Goodwill" shall have the meaning specified inSection 2.4(b).

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"Governmental Authority" shall mean any federal, state, local, domestic or foreign governmental, regulatory or self-regulatory
authority, agency, court, tribunal, commission or other regulatory or self-regulatory entity, the United States of America, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Indemnified Party" shall have the meaning specified inSection 7.6(a).

"Indemnifying Party" shall have the meaning specified inSection 7.6(a).

"Interchange" shall mean the portion allocable to the Accounts of interchange fees through Visa in connection with cardholder charges for
goods, services and cash advances.

"Interim Securitization" shall mean the securitization or warehousing transaction to be consummated substantially concurrently with the
Closing hereunder by CompuCredit involving the sale or transfer of the Credit Card Receivables to a special purpose entity the ownership interests in which are held by CompuCredit, Merrill
Lynch & Co. or their respective Affiliates.

"Interim Servicing Agreement" shall mean the Interim Servicing Agreement substantially in the form of Exhibit Battached hereto, as the same may be amended, amended
and restated, supplemented or otherwise modified from time to time in accordance
with the terms thereof.

"Knowledge" shall mean, with respect to Seller, Purchaser or CompuCredit, what is actually known or should reasonably have been known in
the ordinary course of the activities, without independent investigation, by the officers of Seller or Providian Financial Corporation (with respect to Seller), the officers of Purchaser (with respect
to Purchaser) or the officers of CompuCredit (with respect to CompuCredit), as applicable, with a title of Senior Vice President or above.

"Lien" shall mean, with respect to any property, any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement,
equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever relating
to that property, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any
financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing;provided, however, that any lien created by this
Agreement shall not be deemed to constitute a Lien.

"Losses" shall have the meaning specified inSection 7.5.

"Monthly Period" shall mean, with respect to any day, the period from and including the first day of the preceding calendar month to and
including the last day of such calendar month;provided,however, that the initial Monthly Period shall
commence on the Closing Date.

"No-Shop Period" shall have the meaning specified inSection 9.10(a).

"Obligor" shall mean, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account,
including any guarantor thereof, but excluding any merchant.

"Operating Regulations" shall mean the by-laws, rules and regulations of Visa.

"Orders" shall have the meaning specified inSection 4.1(f).

"Person" shall mean any legal person, including any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of any nature.

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"Policies and Procedures" shall mean the written policies and procedures of Seller relating to the manner in which the Seller conducts the
Credit Card business, and the policies and procedures relating to the processing, servicing, collection and other administration and management of the Accounts and related receivables, as in effect
from time to time.

"Post Closing Payment Event" shall have the meaning specified inSection 3.7(a).

"Post Closing Payments" shall have the meaning specified inSection 3.7(b).

"Processing System" shall mean the system or systems, whether owned or operated by Seller or by any third party, including, without
limitation, Total Systems Services, Inc., used on the Closing Date in connection with the provision of processing services or functions to or in connection with the Accounts.

"Protected Party" shall have the meaning specified inSection 5.1(c).

"Purchase Price" shall have the meaning specified inSection 2.3.

"Purchase Price Adjustment Amount," for each Account, shall mean an amount equal to the sum of the daily net settlements of cash receipts
and cash disbursements (as defined onSchedule 1.1(A)) with regard to that Account that occur during the Adjustment Period plus an amount equal
to the sum of the products of (i) each such daily net amount, multiplied by (ii) the Federal Funds Rate, divided by (iii) 360, multiplied by (iv) the number of days during
the period from the date for which such daily net amount is calculated to the Closing Date.

"Purchaser" shall have the meaning specified in the Introduction.

"Purchaser Obligations" shall have the meaning specified inSection 2.2.

"Purchaser's Processing System" shall mean the system or systems, whether owned or operated by Purchaser or by any third party, including,
without limitation, Total Systems Services, Inc., used on the Conversion Date in connection with the provision of processing services or functions to or in connection with the Accounts.

"Related Agreements" shall mean the Assignment and Assumption Agreement and the Interim Servicing Agreement.

"Repurchase Adjustment Period" shall mean the period from the Closing Date to the Repurchase Date.

"Repurchase Date," with respect to each Covered Account, shall mean the date on which Seller repurchases from Purchaser (or Purchaser's
designee) or compensates Purchaser (or Purchaser's designee) for such Covered Account and the Acquired Assets relating to such Covered Account pursuant toSections
7.1and7.2.

"Repurchase Price" shall have the meaning specified inSection 7.2.

"Repurchase Price Adjustment Amount," for each Covered Account, shall mean an amount equal to the sum of the daily net settlements of cash
receipts and cash disbursements (as defined onSchedule 1.1(A)) with regard to that Covered Account that occur during the Repurchase Adjustment
Period, plus an amount equal to the sum of the products of (i) each such daily net amount, multiplied by (ii) the Federal Funds Rate, divided by (iii) 360, multiplied by
(iv) the number of days during the period from the date for which such daily net amount is calculated to the Repurchase Date.

"Requirements of Law" shall mean, with respect to any Person, any law, treaty, rule or regulation, regulatory guidance binding on Seller
or determination of (or agreement with) an arbitrator or Governmental Authority (including usury laws, the Federal Truth in Lending Act, Regulation B and Regulation Z of the Board of
Governors of the Federal Reserve System, the Equal Credit Opportunity Act, the Gramm-Leach-Bliley Act, the Federal Fair Debt Collection Practices Act, and state laws, rules

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and
regulations relating to consumer protection, installment sales, telemarketing, unfair and deceptive trade practices and collections), in each case binding on that Person, its property or its
agents, and shall include the certificate of incorporation and by-laws or other organizational or governing documents of such Person.

"Secured Account" shall mean any Account for which the related Obligor has pledged assets or made a cash collateral deposit as full or
partial security for payment of the Credit Card Receivables arising in such Account, which assets or deposits are held by Seller as of the Closing Date.

"Security Agreement" shall mean each security agreement between Seller and an Obligor of a Secured Account pursuant to which such Obligor
pledges or grants a security interest in the Funds, the Deposit Account and any other Funds Collateral to secure its obligations under its Secured Account, as amended, supplemented or otherwise
modified from time to time.

"Securitization" shall mean any securitization transaction constituting a refinancing of the Interim Securitization with the proceeds from
a sale of notes or certificates pursuant to an offering memorandum or prospectus or in any other manner giving rise to potential liabilities under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, or rules and regulations thereunder.

"Securitization Loss" shall have the meaning specified inSection 7.5.

"Securitization Materials" shall have the meaning specified inSection 5.2(l).

"Seller" shall have the meaning specified in the Introduction.

"Seller Securitization Materials" shall have the meaning specified in Section 5.2(1).

"Settlement Date" shall mean the date not later than fourteen Business Days after the Closing Date on which the net total of the
Settlement Date Adjustment Amounts for all of the Accounts is paid by Purchaser to Seller, or by Seller to Purchaser, as the case may be.

"Settlement Date Adjustment Amount" for each Account, shall mean an amount equal to the sum of the daily net settlements of cash receipts
and cash disbursements (as defined onSchedule 1.1(A)) with regard to that Account that occur during the period commencing on the Valuation Date
and ending on the Closing Date, plus an amount equal to the sum of the products of (i) each such daily net amount, multiplied by (ii) the Federal Funds Rate, divided by (iii) 360,
multiplied by (iv) the number of days during the period from the date for which such daily net amount is calculated to the Settlement Date.

"Settlement Date Statement" shall mean a statement, substantially in the form of Exhibit Cattached hereto and incorporated herein, which contains a computation of
the aggregate Settlement Date Adjustment Amounts as of the
Settlement Date.

"Tax" shall mean any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property,
production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value added, transfer, stamp, or environmental tax, or any
other tax, custom, duty or other like assessment, charge or fee of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental
Authority.

"Tax Return" shall mean any return, report or similar statement required to be filed with respect to any Taxes (including any attached
schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

"Third Party Claim" shall have the meaning specified inSection 7.6.

"Transfer Servicer" shall mean CompuCredit Corporation.

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"UCC" shall mean the Uniform Commercial Code, as amended from time to time, as in effect in any applicable jurisdiction.

"Unauthorized Use" shall mean use that was made by a Person other than the Cardholder who did not have actual, implied or apparent
authority for such use of the Account and from which the Cardholder received no benefit.

"Unearned Annual Fee" shall mean the unearned portion of the annual Cardholder fee, if any, paid on an Account that is derived by
multiplying the annual fee paid by the Cardholder by a fraction, the numerator of which is equal to the number of full calendar months after the Cut-Off Time remaining in the fiscal year
covered by such annual fee, and the denominator of which is twelve.

"Valuation Date" shall mean a date which is not more than six (6) Business Days before the Closing Date.

"Valuation Date Statement" shall mean a statement, substantially in the form of Exhibit Dattached hereto and incorporated herein.

"Visa" shall mean Visa U.S.A., Inc.

1.2Construction.    Unless the context otherwise clearly indicates, words used in the singular include the plural
and words used in the plural include the singular. The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were
set
forth verbatim herein. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision or
subdivision of this Agreement; references to any Section or Article are references to Sections or Articles in or to this Agreement unless otherwise specified; and the term
"including" means "including, without limitation."

ARTICLE 2PURCHASE AND SALE OF ACQUIRED ASSETS

2.1Acquired Assets.



2.2Purchaser Obligations.    On and after the Closing Date, Purchaser shall perform, discharge and become liable
for the following obligations with respect to the Acquired Assets (collectively, the "Purchaser Obligations"): (i) the obligations to Cardholders
under the Cardholder Agreements, (ii) the obligation to pay fees and expenses that arise out of Account activity occurring on or after the Closing Date, (iii) the obligation to pay the
Credit Balances existing on the Accounts as of the Closing Date, and the obligation to pay any Credit Balances on the Accounts created on or after the Closing Date, (iv) all Taxes applicable to
the Acquired Assets and the Purchaser Obligations, in each case attributable to taxable years or periods, or portions thereof, beginning after the Closing Date, and (v) one-half of

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any
sales Tax, use Tax, transfer Tax, documentary stamp Tax or similar Tax attributable to the sale or transfer of the Acquired Assets or the Purchaser Obligations to Purchaser. Notwithstanding any
other provision of this Agreement or the Related Agreements to the contrary, only those liabilities specifically described in thisSection 2.2shall constitute Purchaser Obligations and Purchaser Obligations shall not include any Excluded Obligation or any obligation or liability of Seller expressly made or assumed hereunder.

2.3Purchase Price.    The purchase price for the Acquired Assets (the "Purchase
Price") shall be an amount equal to: (a) 78.5% multiplied by the total gross outstanding balance of all Credit Card Receivables as of the Cut-Off Time,
excluding all Credit Balances on the Accounts as of the Cut-Off Time; minus (b) 78.5% multiplied by the aggregate amount of all Unearned Annual Fees as of the Cut-Off
Time; minus (c) an amount equal to the sum of all Credit Balances on the Accounts as of the Cut-Off Time; plus (d) the aggregate Purchase Price Adjustment Amount. The
aggregate Purchase Price Adjustment Amount shall be considered a positive number if such amount is payable by Purchaser to Seller, and shall be considered a negative number if such amount is payable
by Seller to Purchaser. In addition, Purchaser shall pay to Seller, on the Closing Date, (i) an amount equal to the product of (A) the Purchase Price, determined as of the
Cut-Off Time, multiplied by (B) 4.625%, divided by (C) 360, multiplied by (D) the number of days during the period commencing after the Cut-Off Time and
ending on, but not including, the Closing Date (the "Additional Cost of Funds Amount") and (ii) an amount equal to the sum of the pass through
costs (as specified inExhibit D, Attachment #2) plus the product of (A) the Average Receivables Balance during the period commencing
after the Cut-Off Time and ending on, but not including, the Closing Date, multiplied by (B) 3.8%, divided by (C) 360, multiplied by (D) the number of days during the
period commencing after the Cut-Off Time and ending on, but not including, the Closing Date (the "Additional Servicing Amount"). Any Post
Closing Payments made pursuant toSection 3.7will be made in accordance with such Section and will be treated as adjustments to the Purchase
Price.

2.4Use of Name and Trademarks.



2.5Servicing Agreement.    On the Closing Date, Seller shall enter into the Interim Servicing Agreement with
Purchaser and CompuCredit.

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2.6Related Programs.    "Benefit Agreements" shall mean and
include all agreements with Cardholders to provide enhancements to the Account or Credit Card, where such enhancements are provided by third-party vendors or Seller, and are set forth on Schedule 4.1(n). Purchaser shall have no obligation for Benefit Agreements with respect to the Accounts to the extent such obligations arose
prior to the Closing Date.

On
or prior to August 4, 2003, Seller shall notify the Cardholders who have currently purchased any of the benefit or enhancement programs provided pursuant to a Benefit Agreement
that such benefit or enhancement program is cancelled as of the applicable date set forth inSchedule 4.1(n). Seller will credit the Cardholders
with any unearned fee paid for the Benefit Agreements as of the effective date of cancellation. Seller shall provide all services with respect to the benefit or enhancement programs provided pursuant
to the Benefit Agreements including (i) all agreements with Cardholders to provide enhancements to the Account or Credit Card, where such enhancements are provided by a third party vendor or
Seller, (ii) all agreements with Cardholders to purchase products or services from the third party vendor, and (iii) all agreements, contracts, and arrangements between Seller and a
Cardholder to offer any debt waiver, suspension or cancellation product to the Cardholder;provided, however, with
respect to the Credit Protection program, Seller shall not provide any services on or after the Conversion Date. Neither Purchaser nor CompuCredit shall have any obligations with respect to the
Benefit Agreements except as provided in thisSection 2.6. After the Conversion Date, CompuCredit, or its designee, shall be responsible for all
customer service and administration of the Credit Protection program, as that product is described inSchedule 4.1(n). In order to minimize the
customer impact caused by the cancellation of the Benefit Agreements and the sale of the Accounts, CompuCredit and Seller shall provide information to each other and each party will take the necessary
steps to allow the provision of benefits to the customers to the extent required under the Benefit Agreements and the cancellation letters.

ARTICLE 3THE CLOSING

3.1The Closing.    Subject to the satisfaction or waiver of all conditions set forth in Article 6, the closing of the
transactions contemplated herein (the "Closing") shall be by
facsimile transmission or other form of electronic transmission at 3:00 p.m. Eastern Time on the first Business Day following the satisfaction or waiver of each of the conditions set forth in Section 6.1and6.2(other than those conditions that by their nature are to be performed at
Closing), at the offices of Orrick, Herrington & Sutcliffe LLP, New York, New York, or at such other time, place and manner as may be mutually agreed by the parties hereto (such time and date
being referred to herein as the "Closing Time" and the "Closing Date," respectively). The parties agree
to use their reasonable best efforts to cause the Closing to occur on or prior to July 31, 2003.

3.2Documents and Certificates.    At the Closing, Seller shall deliver to Purchaser and CompuCredit, and Purchaser
and CompuCredit shall deliver to Seller, an agreement (the "Assignment and Assumption Agreement") which conveys to Purchaser all of Seller's rights,
title and interest in and to the Acquired Assets and under which Purchaser shall assume the Purchaser Obligations. The Assignment and Assumption Agreement shall be substantially in the form of Exhibit Eattached hereto, dated the Closing Date, and shall be appropriately completed and duly executed. Purchaser, CompuCredit and Seller
shall, at or prior to the Closing, execute and deliver all such additional instruments, documents or certificates as may be reasonably requested by the other party for the consummation at the Closing
of the transactions contemplated by this Agreement.

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3.3Valuation Date Statement.    Seller shall deliver to Purchaser and CompuCredit the Valuation Date Statement,
along with the appropriate reports and other supporting calculations to verify the numbers set forth in the Valuation Date Statement, no later than three (3) Business Days prior to the Closing
Date. Purchaser and CompuCredit shall have the right to review the Valuation Date Statement, together with any supporting documents reasonably requested by Purchaser or CompuCredit to verify the
accuracy and completeness of the valuations set forth therein, and the Valuation Date Statement shall be revised by Seller to reflect any corrections agreed to by Purchaser, CompuCredit and Seller.

3.4Payments on the Closing Date.    On the Closing Date, Purchaser shall pay Seller the Purchase Price (excluding
the Post Closing Payments described inSection 3.7) based on the Valuation Date Statement. Payment to Seller on the Closing Date shall be made by
a Fedwire transfer no later than 3:00 p.m. Eastern Time in immediately available U.S. dollars to an account designated in writing by Seller.

3.5Settlement Date Statement.    Seller shall deliver to Purchaser and CompuCredit the Settlement Date Statement
at least two (2) Business Days prior to the Settlement Date. Purchaser and CompuCredit shall have the right to review the Settlement Date Statement, together with any supporting documents
reasonably requested by Purchaser or CompuCredit to verify the accuracy and completeness of the valuations set forth therein and the Settlement Date Statement shall be revised by Seller to reflect any
corrections agreed to by Purchaser, CompuCredit and Seller.

3.6Payments on the Settlement Date.    Purchaser shall pay to Seller, or Seller shall pay to Purchaser, as the
case may be, the aggregate Settlement Date Adjustment Amount reflected on the Settlement Date Statement. Such payment shall be remitted no later than 3:00 p.m. Eastern Time on the Settlement
Date by a Fedwire transfer in immediately available U.S. Dollars to an account designated by the party to which payment is due.

3.7Post Closing Payments.



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3.8Power of Attorney.    Effective upon the Closing Date and thereafter, Seller hereby irrevocably names,
constitutes, and appoints Purchaser, acting through its officers, agents, employees and representatives as Seller's duly authorized attorney and agent with full power and authority to (and solely to)
endorse in Seller's name, any checks relating to the Accounts, including any Excluded Account transferred to Purchaser until such Excluded Account is transferred back to Seller.

3.9Dispute Resolution.    Seller and CompuCredit agree to attempt in good faith to resolve any disputes arising in
connection with the payments made or demanded by the parties under thisArticle 3, and any resolution or action agreed to in writing by
CompuCredit shall be binding on the Purchaser;provided,however, that any such settlement shall not
impose upon Purchaser any obligation to make a payment to Seller;provided,further, however, that any
settlement obligation that would be imposed upon Purchaser but for the preceding proviso shall be paid by CompuCredit. In the event
CompuCredit and Seller are unable to resolve any such dispute, either party may request a mutually agreed upon nationally recognized firm of independent accountants not then engaged by Seller,
Purchaser and CompuCredit or any of their Affiliates (the "Accountants") to reconcile any financial items in dispute. Any such request shall be in
writing, shall specify with particularity the disputed amounts being submitted for determination and shall include directions to the Accountants to proceed with such review as soon as practicable. The
requesting party shall furnish the other party with a copy of such request at the same time it is submitted to the Accountants. CompuCredit, Purchaser and Seller shall cooperate reasonably in
assisting the Accountants in their review, including, without limitation, by providing the Accountants full access to all files, books and records relevant thereto and providing such other information
as the Accountants may reasonably request in connection with any such review. The determination of the Accountants shall be binding upon Seller, CompuCredit and Purchaser and their respective
Affiliates. The fees and disbursements of such Accountants arising out of such review shall be borne by the party against whom such determination is made. In the event of a compromise

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between
the parties to the dispute or if the resolution by the Accountants does not adopt either person's position substantially in its entirety, one-half (1/2) of the fees
and disbursements of such Accountants shall be borne by each of the Seller and CompuCredit. In the event the determination made by the Accountants requires any of CompuCredit, Purchaser or Seller to
make payment to the other of any additional amount, such party shall make such payment no later than five (5) Business Days following receipt from the Accountants of written notice to both
parties of such determination plus interest on any amount due at a rate equal to the Federal Funds Rate divided by 360 for each day during the period from the date on which a payment was required
pursuant to the terms of this Agreement through the date of payment.

3.10Collections on the Accounts.    On and after the Closing Date, Purchaser shall have the sole right to receive
all collections with respect to the Accounts. Notwithstanding the foregoing, Seller shall make collections on the Accounts for Purchaser pursuant to the Interim Servicing Agreement. Seller agrees that
all such payments received by it will be deemed to be held in trust for Purchaser until paid to Purchaser in accordance with the terms of the Interim Servicing Agreement.

3.11Allocation of Purchase Price.



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ARTICLE 4REPRESENTATIONS AND WARRANTIES

4.1Representations and Warranties of Seller.    Seller hereby represents and warrants to Purchaser and
CompuCredit, as of the date hereof and as of the Closing Date (or as of such other date as may be expressly provided in any representation or warranty), as follows:



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4.2Representations and Warranties of Purchaser and CompuCredit.    Each of Purchaser and CompuCredit hereby,
severally and not jointly, represents and warrants to Seller solely with respect to itself as follows inSections 4.2(a)-(h):



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ARTICLE 5CERTAIN COVENANTS

5.1Mutual Covenants and Agreements.    Each party hereto covenants and agrees that:



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5.2Certain Covenants of Seller.    Seller hereby agrees with Purchaser and CompuCredit as follows:



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5.3Grant of Security Interest; UCC Matters.



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5.4Covenants of Purchaser and CompuCredit.



ARTICLE 6CONDITIONS OF CLOSING

6.1Conditions Applicable to Purchaser and CompuCredit.    The obligation of Purchaser and CompuCredit under this
Agreement to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by Purchaser or CompuCredit, as applicable, of the following conditions as of the
Closing Date:



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6.2Conditions Applicable to Seller.    The obligation of Seller under this Agreement to consummate the
transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller of the following conditions as of the Closing Date:



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ARTICLE 7INDEMNIFICATION AND REPURCHASE

7.1Seller's Repurchase Obligations.    Purchaser and CompuCredit shall be entitled to cause Seller to repurchase,
on a one time basis as set forth in this Article 7, any Covered Account (as defined below);provided, however, that Purchaser and CompuCredit shall be
entitled to cure any clerical error or omission or correct any ambiguities in connection with any
submissions by Purchaser or CompuCredit with respect to such repurchase, within 15 days of such submission. Such right shall apply to any Account that is reasonably determined, at any time on
or prior to the expiration of 150 days after the Conversion Date, by Purchaser or CompuCredit to be (i) an Account which should have been classified as an Excluded Account as of the
Cut-Off Time, (ii) an Account that was not an Eligible Account as of the Cut-Off Time or (iii) an Account for which any of the related Credit Card Receivables was
not an Eligible Receivable as of the Cut-Off Time (in each case, a "Covered Account"). In order to exercise such repurchase right, Purchaser
or CompuCredit, or their designee, may demand in writing that Seller repurchase all such Covered Accounts (and all other Acquired Assets relating to such Covered Account) as have been so designated on
or before the expiration of such 150 day period for an amount equal to the Repurchase Price, calculated in the manner set forth in Section 7.2. Upon payment of the aggregate Repurchase Price
with respect to such Covered Accounts, Seller, in its sole discretion, may elect to
either (i) require Purchaser to reconvey to Seller, at Seller's reasonable cost and expense, any such Covered Account (and all other Acquired Assets relating to such Covered Account) or,
(ii) allow Purchaser to retain any such Covered Account (and all other Acquired Assets relating to such Covered Account). Neither Purchaser nor any other person shall be entitled to any
contractual claim or damages hereunder in respect of the Purchase Price with respect to any Covered Account to the extent that Purchaser has been compensated through the payment by Seller to the
Purchaser of the Repurchase Price for such Covered Account in accordance with the terms of thisSection 7.1.

7.2Repurchase Price.    The "Repurchase Price" for each Covered
Account shall be an amount equal to the sum of (i) the portion of the Purchase Price paid in connection with such Covered

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Account,
plus (ii) the Additional Cost of Funds and the Additional Servicing Amount paid in connection with such Covered Account, minus (iii) the Purchase Price Adjustment Amount for
such Covered Account, minus (iv) the Settlement Date Adjustment Amount for such Covered Account, minus (v) the Repurchase Price Adjustment Amount for such Covered Account. Upon payment
of the Repurchase Price as set forth herein, Purchaser, at the request of Seller, in connection with any determination by Seller to require the reconveyance of such Covered Account, shall deliver, or
cause to be delivered, to Seller all files and Books and Records relating to such repurchased Covered Account and shall execute and deliver such instruments of transfer or assignment, in each case
without recourse absent any violation by Seller or Purchaser of Requirements of Law or the applicable Cardholder Agreement, as shall be necessary to revest in Seller title to such repurchased Covered
Account on the same basis owned by Seller immediately prior to the Closing Date. For purposes of determining the Repurchase Price for any such Covered Account, each of the Purchase Price Adjustment
Amount, the Settlement Date Adjustment Amount and the Repurchase Price Adjustment Amount shall be considered positive numbers if such amount was paid or is payable by Seller to Purchaser, and shall be
considered negative numbers if such amount was paid or is payable by Purchaser to Seller.

7.3Seller's Indemnification Obligations.    Seller shall be liable to and shall indemnify, defend and hold each of
Purchaser and CompuCredit and their Affiliates and their respective officers, directors, employees and permitted assigns, harmless from and against any and all Losses (as hereinafter defined) to the
extent arising from or relating to: (i) any breach by Seller of any representation or warranty expressly made by Seller hereunder or under the Related Agreements; (ii) any breach by
Seller of any covenant, agreement or undertaking expressly made by Seller hereunder or under the Related Agreements; and (iii) any Excluded Obligation; except to the extent such Losses arise
from Purchaser's or CompuCredit's or their Affiliates' gross negligence, fraud or willful misconduct.

Without
limiting the obligations of Seller to make any payments pursuant to Article III orSection 7.1, obligations owed by
Seller pursuant to thisSection 7.3shall in no event exceed the sum of two hundred million dollars ($200,000,000), except with respect to Losses
arising from the gross negligence, fraud or willful misconduct of Seller or its Affiliates.

Notwithstanding
the foregoing, no Indemnified Party will be entitled to indemnity from Seller under sub-clauses (i) or (ii) of this Section 7.3unless the aggregate amount of all Losses for which all
Indemnified Parties would, but for this sentence, be entitled exceeds five
hundred thousand dollars ($500,000);provided,however, each Indemnified Party shall be entitled to the
full amount of all indemnities to which it is entitled under thisSection 7.3upon the realization of Losses by all Indemnified Parties in an
aggregate amount that exceeds five hundred thousand dollars ($500,000);provided,further, however, that the
foregoing limitation shall not apply to the obligations to make any payments pursuant to Article III or Section 7.1.

7.4CompuCredit's Indemnification Obligations.    CompuCredit shall be liable to and shall indemnify, defend and
hold Seller and its Affiliates and their respective officers, directors, employees and permitted assigns, harmless from and against any and all Losses arising from or relating to: (i) any
breach by Purchaser or CompuCredit of any representation or warranty expressly made by Purchaser or CompuCredit hereunder or under the Related Agreements; (ii) any breach by Purchaser or
CompuCredit of any covenant, agreement or undertaking expressly made by Purchaser or CompuCredit hereunder or under the Related Agreements; (iii) any Purchaser Obligation; (iv) any
action or failure to act by Purchaser or CompuCredit or their Affiliates with respect to an Acquired Asset after the Closing Date; except to the extent such losses arise from the Seller's or its
Affiliates' gross negligence, fraud or willful misconduct; and (v) the closure of any Deposit Account and the application of the deposits therein to the related Account which, on the
Cut-Off Date, was a Secured Account;providedthat nothing in this clause (v) shall supersede Seller's representations and warranties
under Article IV as to enforceability of the Deposit Agreements under applicable contracts law and the compliance of Seller's actions prior to the Closing Date with the Cardholder Agreements
and Deposit Agreements.

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Without
limiting the obligations of CompuCredit to make any payments pursuant to Article III, obligations owed by CompuCredit pursuant to this Section 7.4shall in no event exceed the sum of two
hundred million dollars ($200,000,000), except with respect to Losses arising from the gross
negligence, fraud or willful misconduct of CompuCredit, Purchaser or their Affiliates.

Notwithstanding
the foregoing, no Indemnified Party will be entitled to indemnity from CompuCredit underSection 7.4unless the
aggregate amount of all Losses for which all Indemnified Parties would, but for this sentence, be entitled exceeds five hundred thousand dollars ($500,000); provided,however, each Indemnified Party shall be entitled to the full amount of all indemnities to
which it is entitled under thisSection 7.4upon the realization of Losses by all Indemnified Parties in an aggregate amount that exceeds five
hundred thousand dollars ($500,000);provided,further, however, that the foregoing limitation shall not
apply to the obligations to make any payments pursuant to Article III.

Nothing
herein shall be construed to modify, limit or impair any other indemnification obligations between Purchaser and CompuCredit.

7.5Definition of Losses.    For purposes of this Agreement, the term
"Losses" shall mean any loss, liability, damage, costs and expenses, including, without limitation, any attorneys' fees (including, without limitation,
those incurred to enforce the rights hereunder against another party hereto), disbursements and court costs, in each case reasonably incurred by the Indemnified Party (as defined in Section 7.6) in
connection with any claims asserted or made by a bonafide third party not a party or an Affiliate of a party hereto; providedthat in no event shall Losses include any special, punitive, or exemplary
damages, or incidental losses or damages, even if the Indemnified
Party has been advised of the possibility of such losses or damages. The amount of any Loss for which indemnification is provided under this Article 7shall be net of any amounts actually recovered
by the Indemnified Party under any insurance
policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost (other than a reduction in Tax basis as a result of Section 7.7) incurred by the Indemnified
Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and
(ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss, in each case when and as such Tax cost or Tax
benefit is actually realized through an increase or reduction of Taxes otherwise due. For the avoidance of doubt, the parties agree that "Loss" shall include any and all costs, expenses, losses,
damages, claims, and liabilities (including reasonable legal fees and expenses) incurred by Purchaser and CompuCredit and their Affiliates and their respective officers, directors, employees and
permitted assigns as a result of claims of third parties under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or rules and regulations thereunder, to the
extent arising out of or resulting from any breach by Seller of its representations and warranties made inSection 4.1(m)or Section 5.2(l)(any
such Loss, a "Securitization Loss"). For purposes of the preceding sentence
andSection 7.12, Merrill Lynch & Co. and its Affiliates, shall be deemed to be an Affiliate of CompuCredit; provided, that the foregoing
shall not constitute Merrill Lynch & Co. or any of its Affiliates as an intended beneficiary of this Agreement.

7.6Procedures.



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7.7Treatment of Indemnification.    CompuCredit and Purchaser and Seller agree that, for purposes of computing the
amount of any indemnification payment under thisArticle 7, any such indemnification payment shall be treated as an adjustment to the Purchase
Price for all Tax purposes.

7.8Exclusive Recourse to CompuCredit.    The parties acknowledge that notwithstanding the use of the term
"Purchaser" in various provisions of this Agreement, Columbus Bank and Trust Company, as Purchaser, shall have no liability or obligation of any type or nature to Seller arising under any provision of
this Agreement, including but not limited to any breach of any representation, warranty or covenant of Purchaser. Seller acknowledges that Seller shall not have, and hereby waives, any claim
whatsoever against Purchaser for any such breach or alleged breach and that Seller's sole recourse for purposes of enforcing any provision of this Agreement shall be solely to CompuCredit.
Notwithstanding the foregoing, Seller may seek injunctive relief from any court of competent jurisdiction requiring the specific performance by Purchaser of its obligation pursuant to Section 2.1to acquire the Acquired Assets on the Closing Date. To the extent a payment obligation arises with respect to Purchaser hereunder,
Purchaser directs CompuCredit to pay such obligation directly to Seller.

7.9Providian Financial Corporation Guaranty.    Providian Financial Corporation unconditionally guarantees the
prompt and complete financial and performance obligations, whether now in existence or hereafter arising, of Seller to Purchaser or CompuCredit and their Affiliates and their respective officers,
directors, employees and permitted assigns arising out of or under this Agreement, the Interim Servicing Agreement and the Related Agreements, from the date hereof until the completion of the merger
between Providian National Bank and Seller. Upon the completion of the merger of Providian National Bank and Seller, Providian National Bank, as the surviving entity, will assume all of the financial
and performance obligations of Seller under this Agreement, the Interim Servicing Agreement and the Related Agreements.

Providian
Financial Corporation may not assign its rights nor delegate its obligations under this Agreement, the Interim Servicing Agreement and the Related Agreements, in whole or in
part, without prior written consent of Purchaser and CompuCredit, and any purported assignment or delegation absent such consent is void.

7.10CompuCredit Corporation Guaranty.    CompuCredit Corporation unconditionally guarantees the prompt and
complete financial and performance obligations, whether now in existence or hereafter arising, of Purchaser and CompuCredit to Seller and its Affiliates and their respective officers, directors,
employees and permitted assigns arising out of or under this Agreement, the Interim Servicing Agreement and the Related Agreements from the date hereof until the second anniversary of the Closing
Date.

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CompuCredit
Corporation may not assign its rights nor delegate its obligations under this Agreement, the Interim Servicing Agreement and the Related Agreements, in whole or in part,
without prior written consent of Seller, and any purported assignment or delegation absent such consent is void.

7.11Class Action Litigation.    Notwithstanding any other provision of this Agreement or the Related Agreements to
the contrary, (i) Seller shall retain all liabilities in respect of the Class Action Litigation; (ii) Purchaser and CompuCredit and their Affiliates shall have no liability to any
person, firm or entity in respect of the Class Action Litigation; (iii) the rights of Purchaser and CompuCredit and their Affiliates regarding the Class Action Litigation shall not be subject
to any restrictions, time limits or caps, contained in any of the indemnification provisions of this Agreement or the Related Agreements; and (iv) Seller shall be liable to and shall indemnify,
defend and hold Purchaser and CompuCredit and their Affiliates, harmless from and against any and all loss, liability, damage, costs and expenses, including without limitation, any attorneys' fees
(including, without limitation, those incurred to enforce the rights hereunder against another party hereto), disbursements and court costs, in each case reasonably incurred by Purchaser or
CompuCredit and their Affiliates arising from or relating to the Class Action Litigation;provided, however, that Seller shall have no obligation to
indemnify Purchaser or CompuCredit for any liability with respect to the Class Action Litigation to the
extent that such liability results from actions of Purchaser or CompuCredit after the Closing Date.

7.12Exclusive Remedy.    Indemnification under the provisions ofSections
7.3through thisSection 7.12shall constitute the sole and exclusive remedy of the parties hereto with respect to any
loss, liability, damage, costs and expenses, including without limitation any attorneys' fees (including without limitation, those incurred to enforce the rights hereunder against another party
hereto), disbursements and court costs incurred in connection with any claims asserted or made by a bonafide third party not a party or an Affiliate of a party hereto, whether any of the foregoing
shall be considered a Loss or otherwise. For the avoidance of doubt, (i) any Securitization Loss shall be subject to the exclusivity provisions set forth in this Section 7.12; and
(ii) neither Purchaser or CompuCredit and any Affiliate, on the one hand, nor Seller and any Affiliate, on the other,
shall be entitled to reimbursement for any Losses to the extent such party has been compensated for such Losses by the payment of contractual damages under this Agreement. For the avoidance of doubt,
no indemnification shall be available for any contractual damages or loss which does not constitute a Loss. The parties agree that this Article 7 and Section 9.12shall be implemented fairly
and equitably so as to avoid the double payment or failure to pay any amount which would result in the
unjust enrichment of any party or their Affiliates pursuant to the terms hereof.

ARTICLE 8TERMINATION

8.1Termination By Either Party.    Each party to this Agreement shall take all commercially reasonable actions to
ensure the consummation of the transactions contemplated hereby. Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated prior to the Closing Date:



40

---



8.2Effect of Termination.    In the event that this Agreement shall be terminated pursuant to this Article 8, all further
obligations of the parties under this Agreement (other thanSections
5.1(c),5.1(d),8.3,9.6and 9.10)
shall be terminated without further liability of any party to the other,providedthat nothing
herein shall relieve any party from liability for its breach of this Agreement.

8.3Expense Reimbursement.    Except as provided in the first proviso of this sentence, in the event that this
Agreement is terminated by Purchaser or CompuCredit pursuant toSection 8.1(a), (c), (d), or(e),
Seller shall promptly pay to Purchaser and CompuCredit their Fees and Expenses incurred prior to termination of this Agreement;provided, that a
termination by Purchaser pursuant toSection 8.1(a)as a result of the failure of CompuCredit to comply or perform with its obligations,
covenants and agreements which failure causes the condition set forth inSection 6.1(d)not to be satisfied shall be considered a termination by
Seller pursuant toSection 8.1(a)subject to the next succeeding sentence;provided, furtherthat
Purchaser and CompuCredit shall have provided a list of such expenses, documented to Seller's reasonable satisfaction, at least ten days
prior to the date of payment by Seller. In the event that this Agreement is terminated by Seller pursuant toSection 8.1(a)or (c), CompuCredit shall
promptly pay to Seller its Fees and Expenses incurred prior to termination of this Agreement; providedthat Seller shall have provided a list of such expenses, documented to CompuCredit's reasonable
satisfaction at least ten days prior to the
date of payment by CompuCredit.

8.4Termination Fees.    In the event that CompuCredit is unable to waive the condition to closing specified in Section 6.1(k)on or before July 28, 2003, CompuCredit will promptly pay to Seller an amount equal to $1,000,000 as liquidated damages for
loss of a bargain and not as a penalty. In the event that CompuCredit is unable to waive the condition to closing specified inSection 6.1(k)on
or before August 18, 2003, CompuCredit will promptly pay to Seller an amount equal to $2,000,000 as liquidated damages for loss of a bargain and not as a penalty. In the event that CompuCredit
waives such condition to closing on or before the above-mentioned dates, and Seller does not consummate the Closing due to the assertion of the condition to closing set forth in Section 6.2(c),
Seller will promptly pay to CompuCredit an amount equal to $3,000,000 as liquidated damages for loss of a bargain and not as a
penalty.

41

---

ARTICLE 9MISCELLANEOUS

9.1Survival of Representations and Warranties.    If a Closing occurs, all representations, warranties, agreements
and covenants set forth in this Agreement shall survive for two years after the Closing Date;provided, however, to the extent a claim for indemnity
pursuant toSection 7.3has been made as a result of
Securitization Losses, any representations, warranties, agreements and covenants related thereto shall survive for four years after the Closing Date. Notwithstanding the preceding sentence, any
representation, warranty, agreement or covenant shall be deemed to survive the time at which it otherwise would have terminated pursuant to this Section solely for the purpose of resolving any claim
with respect to which an Indemnified Party has submitted, in accordance withArticle 7, notice of the breach thereof or of the third party claim
giving rise to such right to indemnity prior to such time of termination. All of such representations, warranties, agreements and covenants will be effective regardless of any investigation that any
party has undertaken or failed to undertake.

9.2Notices.    All notices and other communications by CompuCredit, Purchaser or Seller hereunder shall be in
writing to the other party and shall be deemed to have been duly given when delivered in person or to an overnight courier service, receipt requested, or sent via telecopy transmission, receipt
requested or when posted by the United States registered or certified mail, with postage prepaid, addressed as follows:

If to Seller:

Providian Bank
5215 Wiley Post Way
Salt Lake City, Utah 84122
Attn: President
Fax Number: 801-359-7481with a copy to:Providian Financial Corporation
201 Mission Street
San Francisco, California 94105
Attn: General Counsel
Fax Number: 415-278-6144If to Purchaser:

Columbus Bank and Trust Company
901 Front Avenue, Suite 202
Columbus, Georgia 31901
Attn: James R. Farrar, Risk Management
Fax Number: (706) 649-4808


42

---

copy to:

CompuCredit Acquisition Corporation
101 Convention Center Drive
Suite 850-15B
Las Vegas, NV 89109
Attn: Chief Financial Officer
Fax Number: (702) 598-3651If to CompuCredit:

CompuCredit Acquisition Corporation
101 Convention Center Drive
Suite 850-15B
Las Vegas, NV 89109
Attn: Chief Financial Officer
Fax Number: (702) 598-3651


or
to such other addresses as a party may from time to time designate by notice as provided herein, except that notices of change of address shall be effective only upon actual receipt.

9.3Assignment; No Third Party Beneficiaries.    The rights of any party under this Agreement shall not be assigned
or transferred by any party without the prior written approval of the other party hereto except as provided in thisSection 9.3. The parties
hereto acknowledge that pursuant to the terms of an affinity card agreement between Purchaser and CompuCredit, CompuCredit will purchase an interest in the contract rights and receivables arising in
the Accounts and related assets purchased by Purchaser hereunder and assume all obligations of Purchaser hereunder. CompuCredit shall be permitted to enforce the rights of Purchaser and the
obligations of Seller under this Agreement and the Related Agreements. Each of CompuCredit and Purchaser may assign their rights under this Agreement and the Related Agreements to an Affiliate of
Purchaser or CompuCredit, if such Affiliate agrees in writing to be bound by the terms herein applicable to Purchaser or CompuCredit (as applicable) and provided CompuCredit agrees to remain liable
hereunder and thereunder. Seller acknowledges that CompuCredit intends to sell all or substantially all of the Acquired Assets to a special purpose entity in connection with the Interim Securitization
and the Securitization, which special purpose entity may further transfer the Acquired Assets, and that CompuCredit and such special purpose entity intend to make representations and warranties in
connection with the Interim Securitization and the Securitization that rely upon Seller's representations, warranties and covenants in this Agreement. With the prior written approval of Purchaser and
CompuCredit (which approval may not be unreasonably withheld), Seller may assign its rights under this Agreement and the Related Agreements to an Affiliate or a third party, if such Affiliate or third
party agrees in writing to be bound by the terms herein applicable to Seller and provided Seller agrees to remain liable hereunder and thereunder. Seller may assign its rights under this Agreement and
the Related Agreements to a wholly-owned subsidiary, if such wholly-owned subsidiary agrees in writing to be bound by the terms herein applicable to Seller and provided Seller agrees to remain liable
hereunder and thereunder. Any attempt by any party to assign or transfer this Agreement contrary to the terms and conditions of this Section shall be null and void. Each party to this Agreement
intends that this Agreement will not create any right or cause of action in any person other than the signatories hereto and their respective Affiliates and permitted assigns; provided,however, that any claims of any such parties shall only be brought by the signatories hereto.

9.4Entire Agreement.    This Agreement, together with the exhibits to this Agreement, constitutes the entire
agreement by the parties and supersedes any other agreement, whether written or oral, that may have been made or entered into between Seller on the one hand and Purchaser or CompuCredit on the other
hand (or by any officer or officers of Seller on the one hand and Purchaser on the other hand) relating to the matters contemplated hereby.

9.5Amendments and Waivers.    This Agreement may be amended, amended and restated, modified, superseded, or
canceled, and any of the terms, representations, warranties or covenants

43

---

hereof
may be waived, only by written instrument executed by each of the parties or, in the case of a waiver, by the party waiving compliance. In the course of the planning and coordination of this
Agreement, written documents have been exchanged between the parties. Such written documents shall not be deemed to amend or supplement this Agreement. The failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any party of any condition or of any breach of any term,
representation, warranty or covenant under this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any
other condition or of any breach of any other term, representation, warranty or covenant under this Agreement.

9.6Expenses.    Except as otherwise provided herein, the parties will each bear their own legal, accounting and
other costs in connection with the transactions herein, including taxes, if any, which are imposed upon a party attributable to its activities hereunder, unless otherwise specified in this Agreement.

9.7Captions; Counterparts.    The captions in this Agreement are for convenience only and shall not be considered
a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.

9.8Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

9.9Severability.    If any provision of this Agreement or portion thereof is held invalid, illegal, void or
unenforceable by reason of any rule of law, administrative or judicial provision or public policy, such provision shall be ineffective only to the extent invalid, illegal, void or unenforceable, and
the remainder of such provision and all other provisions of this Agreement shall nevertheless remain in full force and effect.

9.10No-Shop Provision.



44

---



9.11No Consequential Damages.    No party hereto shall be liable hereunder, whether under Article VII or
otherwise, for any special, punitive, or exemplary damages, or incidental or consequential losses, liabilities, damages, costs or expenses, even if a party shall have been advised of the possibility
thereof.
No loss, liability, damage, cost or expense shall be deemed to constitute incidental or consequential damages solely as a result of the fact that such loss, liability, damage, cost or expense
constitutes a Securitization Loss or arises under the Interim Securitization.

9.12Limitation of Specified Claims.    CompuCredit and Purchaser in the aggregate, shall not be entitled to assert
or receive damages for any claim of whatever kind arising under this Agreement or the Related Agreements, which damages in the aggregate exceed the Adjusted Purchase Price Amount, as defined below; provided,howeverthat the foregoing shall not limit the right of CompuCredit or Purchaser to claim
indemnification for Losses, which right of indemnification shall be subject to the provisions of Article VII of this Agreement, including the caps and thresholds contained in Section 7.3.
Seller shall not be entitled to assert or receive damages for any claim of whatever kind arising under this Agreement or the Related
Agreements, which damages in the aggregate exceed the Adjusted Purchase Price Amount, as defined below;provided, howeverthat the foregoing shall not
limit the right of Seller to claim indemnification for Losses, which right of indemnification shall be subject to
the provisions of Article VII of this Agreement, including the caps and thresholds contained inSection 7.4.
"Adjusted Purchase Price Amount" shall mean the Purchase Price, as adjusted and in effect pursuant to Section 3.7of this Agreement, less (i) the
aggregate Repurchase Amount received by CompuCredit or Purchaser for any Covered Accounts
repurchased pursuant toSection 7.1, less (ii) any proceeds received by CompuCredit, Merrill Lynch & Co. or their respective
Affiliates from any person other than a party hereto or Merrill Lynch & Co. or an Affiliate of a party hereto or Merrill Lynch & Co. and other than with respect to the Interim
Securitization for the sale or transfer of all or any portion of the Credit Card Receivables or the Accounts pursuant to a sale thereof or through the Securitization of such interests. Neither
Purchaser or CompuCredit and any Affiliate, on the one hand, nor Seller and any Affiliate, on the other, shall be entitled to reimbursement for any damages to the extent such party has been
compensated for such damages by the receipt of proceeds of indemnification under this Agreement. Notwithstanding anything to the contrary herein, this Section 9.12is not intended to be and shall
not be construed to be in derogation of Section 7.12.

9.13Notice of Certain Disputes.    CompuCredit shall provide to Seller, promptly after the filing or assertion
thereof, written notice of any matter or dispute between or involving CompuCredit, Merrill Lynch & Co, any Affiliate of any of the foregoing, including any special purpose entity involved in
the Interim Securitization or Securitization, if such matter may reasonably be expected to result in a claim under this Agreement or the Related Agreements. CompuCredit shall keep Seller reasonably
advised of each such matter or dispute on an ongoing basis and shall diligently prosecute any action resulting from any such matter or dispute.

45

---

IN WITNESS WHEREOF, Seller, Purchaser and CompuCredit have caused this Agreement to be duly executed as of the date first above written.

| |  | PROVIDIAN BANK, Seller                    
| |  | ------------------------------------------
| |  | By:                                       
| |  |                                           
| |  | COLUMBUS BANK AND TRUST COMPANY, Purchaser
| |  | By:                                       
| |  |                                           
| |  | COMPUCREDIT ACQUISITION CORPORATION       
| |  | By:                                       
| |  |                                           

Acknowledged
and Accepted solely with respect to Section 7.9

|PROVIDIAN FINANCIAL CORPORATION
|-------------------------------
|By:                            
|                               

Acknowledged
and Accepted solely with respect to Section 7.10

|COMPUCREDIT CORPORATION
|-----------------------
|By:                    
|                       

---

EXHIBIT A

Credit Card Marks

Pursuant to Section 2.4 of the Agreement, the following is a list of Seller's Trademarks and Service Marks for licensed use by Purchaser:



A-1

---



EXHIBIT B

Form of Interim Servicing Agreement

B-1

---

EXHIBIT C

Form of Settlement Date Statement

This
Settlement Date Statement (the "Statement") is being delivered by Providian Bank ("Seller") to Columbus Bank and Trust Company ("Purchaser") and CompuCredit Acquisition Corporation
("CompuCredit") pursuant to Section 3.5 of the Sale and Purchase Agreement among Seller, Purchaser and CompuCredit dated as of July     , 2003 (the "Purchase Agreement").
Capitalized terms used in this Statement that are not otherwise defined are used as defined in the Purchase Agreement.

The
payment to be made on the Settlement Date in connection with the acquisition by Purchaser of the Acquired Assets is as follows:

|1. |  | Aggregate Settlement Date Adjustment
Amount for the Accounts |  | $ | 
|-- |  | ------------------------------------------------------------ |  | - | 

|PROVIDIAN BANK                      |  | 
|----------------------------------- |  | 
|By:                                 |  | 
|                                    |  | 
|Name:
Title:
Date:                  |  | 
|COLUMBUS BANK AND TRUST COMPANY     |  | 
|By:                                 |  | 
|                                    |  | 
|Name:
Title:
Date:                  |  | 
|COMPUCREDIT ACQUISITION CORPORATION |  | 
|By:                                 |  | 
|                                    |  | 
|Name:
Title:
Date:                  |  | 

C-1

---

EXHIBIT D

Form of Valuation Date Statement

This Valuation Date Statement (this "Statement") is being delivered by Providian Bank ("Seller") to Columbus Bank and Trust Company ("Purchaser") and CompuCredit
Acquisition Corporation ("CompuCredit") pursuant to Section 3.3 of the Sale and Purchase Agreement among Seller, Purchaser and CompuCredit dated as of
July , 2003 (the "Purchase Agreement"). Capitalized terms used in this Statement that are not otherwise defined are used as defined in the Purchase
Agreement.

The
Purchase Price and additional amounts and fees payable to Seller on the Closing Date for the Acquired Assets are
$, computed in accordance
with the terms of Section 2.3 of the Purchase Agreement, as follows:

|1.              |  | Balance of Credit Card Receivables (excluding Credit Balances and excluding Accrued Interest) as of the Cut-Off Time: |  | $ |  | × |  |  |  | = |  | $
|--------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | - |  | - |  |  |  | - |  | -
|PLUS            |  |                                                                                                                       |  |   |  |   |  |  |  |   |  |  
|2.              |  | Accrued Interest as of the Cut-Off Time (see Attachment #1):                                                          |  | $ |  | × |  |  |  | = |  | $
|MINUS           |  |                                                                                                                       |  |   |  |   |  |  |  |   |  |  
|3.              |  | Unearned Annual Fees as of the Cut-Off Time:                                                                          |  | $ |  | × |  |  |  | = |  | $
|MINUS           |  |                                                                                                                       |  |   |  |   |  |  |  |   |  |  
|4.              |  | Credit Balances on Accounts as of the Cut-Off Time:                                                                   |  |   |  |   |  |  |  |   |  | $
|PLUS (OR MINUS) |  |                                                                                                                       |  |   |  |   |  |  |  |   |  |  
|5.              |  | Aggregate Purchase Price Adjustment Amount for the Accounts:                                                          |  |   |  | $
|PLUS            |  |                                                                                                                       |  |   |  |   |  |  |  |   |  |  
|6.              |  | Additional Cost of Funds Amount (prior to adjustments for post-Cut-Off Time activity):                                |  |   |  |   |  | 
|                |  |                                                                                                                       |  | $ |  | × |  |  |  | × |  |  
|                |  |                                                                                                                       |  |   |  |   |  |  |  |   |  |  

D-1

---

|PLUS                                      |  |                                                                          |  |  |  |   |  |  |  |  |  |   |  | 
|----------------------------------------- |  | ------------------------------------------------------------------------ |  |  |  | - |  |  |  |  |  | - |  | 
|7.                                        |  | Additional Servicing Amount (relating to servicing) (see Attachment #2): |  |  |  |   |  |  |  |  |  | $
|TOTAL AMOUNT PAYABLE ON THE CLOSING DATE: |  |                                                                          |  |  |  | $

|PROVIDIAN BANK                      |  | 
|----------------------------------- |  | 
|By:                                 |  | 
|                                    |  | 
|Name:
Title:
Date:                  |  | 
|COLUMBUS BANK AND TRUST COMPANY     |  | 
|By:                                 |  | 
|                                    |  | 
|Name:
Title:
Date:                  |  | 
|COMPUCREDIT ACQUISITION CORPORATION |  | 
|By:                                 |  | 
|                                    |  | 
|Name:
Title:
Date:                  |  | 

D-2

---

VALUATION
DATE STATEMENT

ATTACHMENT
#1

CALCULATION
OF ACCRUED INTEREST

Posting Date

Interest (Fee)
Income

Pro-Rata Days
Due To Seller

Ratio Due To
Seller

Amount Due
To Seller6/2/03




29

0.935

$
6/3/03




28

0.903

$
6/4/03

$
1,476,000

27

0.871

$
1,285,5496/5/03

$
1,338,545

26

0.839

$
1,122,6506/6/03




25

0.806

$
6/9/03

$
1,478,385

22

0.710

$
1,049,1766/10/03

$
1,349,343

21

0.677

$
914,0716/11/03

$
630,334

20

0.645

$
406,6676/12/03

$
651,503

19

0.613

$
399,3086/13/03

$
1,381,098

18

0.581

$
801,9286/16/03

$
1,521,809

15

0.484

$
736,3596/17/03

$
759,108

14

0.452

$
342,8236/18/03

$
645,882

13

0.419

$
270,8546/19/03

$
676,488

12

0.387

$
261,8666/20/03

$
1,443,889

11

0.355

$
512,3486/23/03

$
1,392,969

8

0.258

$
359,4766/24/03

$
704,928

7

0.226

$
159,1776/25/03

$
719,599

6

0.194

$
139,2776/26/03




5

0.161

$
6/27/03

$
1,070,486

4

0.129

$
138,1276/30/03




1

0.032

$
$
8,899,657


D-3

---

VALUATION
DATE STATEMENT

ATTACHMENT
#2

Calculation Of Additional Servicing Amount

Additional Servicing Amount:

(1): Servicing Fees:

| |  |  | × |  |  | × |  |  | = |  | $ | 
| |  |  | - |  |  | - |  |  | - |  | - | 

PLUS

|(2): Pass Through Costs: |  | $ | 
|------------------------ |  | - | 



D-4

---



EXHIBIT E

Form of Assignment and Assumption Agreement

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms
thereof (the "Agreement"), dated as of the            day
of                        , is made by and among Providian Bank, a Utah industrial loan corporation ("Seller"), Columbus Bank and
Trust Company,
a state-chartered bank ("Purchaser") and CompuCredit Acquisition Corporation, a Nevada corporation ("CompuCredit"), pursuant to that certain Sale and Purchase Agreement dated as of
July     , 2003 ("Purchase Agreement") among Seller, Purchaser and CompuCredit.

[Signature page follows.]

E-1

---

IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be duly executed as of the date first above written.

| |  | PROVIDIAN BANK, Seller                    
| |  | ------------------------------------------
| |  | By:                                       
| |  | COLUMBUS BANK AND TRUST COMPANY, Purchaser
| |  | By:                                       
| |  | COMPUCREDIT ACQUISITION CORPORATION       
| |  | By:                                       

E-2

---



EXHIBIT F

Documents, Files and/or Notebooks Produced by Providian Bank for Legal Due Diligence (as coded and categorized by Providian
Bank):

|Binder Number |  | Binder Title/Description
|------------- |  | ------------------------
|1)            |  | A1                      
|2)            |  | A2                      
|3)            |  | A3                      
|              |  |                         
|              |  |                         
|              |  |                         
|4)            |  | A4                      
|              |  |                         
|              |  |                         
|              |  |                         
|5)            |  | A5                      
|6)            |  | A6                      
|7)            |  | A7                      
|8)            |  | A8                      
|9)            |  | A22                     
|10)           |  | A23                     
|11)           |  | A24                     
|12)           |  | A25                     
|13)           |  | A26                     
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         
|              |  |                         

F-1

---

|    |  |     |  | 21.                                  |  | Visa Classic/Mastercard Premiumcard PB Account Agreement
|--- |  | --- |  | ------------------------------------ |  | --------------------------------------------------------
|    |  |     |  | 22.                                  |  | 2001 PB Account Agreements                              
|    |  |     |  | 23.                                  |  | 2001 PB CITs                                            
|14) |  | A27 |  | Various                             
|    |  |     |  | 1.                                   |  | Providian BankCustomer Relations Complaints            
|    |  |     |  | 2.                                   |  | Customer Complaints Procedures                          
|    |  |     |  | 3.                                   |  | Customer Complaints Procedures of 3rd Party Vendors     
|    |  |     |  | 4.                                   |  | Providian BankCustomer Relations Complaints 2001       
|15) |  | A28 |  | Membership ProductsWelcome Kits    
|16) |  | A29 |  | New HireTraining                   
|17) |  | A30 |  | Customer Service                    
|18) |  | A31 |  | Customer Service Batch #1           
|19) |  | A32 |  | Customer Service Batch #2 (Volume 1)
|20) |  | A33 |  | Customer Service Batch #2 (Volume 2)
|21) |  | A34 |  | Customer Service Scripts            
|22) |  | A35 |  | CollectionsPolicies and Procedures 



1)    Change
in Terms Notices.

2)    The
historical and current data received on the following CDs representing the accounts to be purchased:



F-2

---



3)    Analysis
of Excluded Accounts in excel file "AjaxExclusionsSum20030701.xls", Exclusion.zip file and Exclusion.csv file illustrating the accounts and balances meeting the definition of
Excluded Accounts as of May 31, 2003.

4)    Summary
of CIT Insert Codes.xls

5)    Memo
describing Providian Bank's underwriting chronology from 4Q-1996.

6)    Power
point presentation titled Due Diligence PresentationJune 26, 2003 provided in conjunction with due diligence conducted on June 26, 2003 including
presentations on Marketing, Fraud, Customer Service, Operations, Collections, Acquisition and Customer Management Operations (provided, however, that the Seller makes no representation or warranty
with respect to plans, projections, forecasts, estimates and other information not capable of factual determination as of the date of production of such information).

7)    Spreadsheet
titled "Bank Matrix" which includes the following:



8)    Performance
Based Pricing Document

9)    Documents
describing Providian bank and agents and billing cycles

10)    TSYS
Automatic Deduction Documentation

F-3

---



EXHIBIT G

Additional representations and warranties of the Seller

Additional
representations and warranties of the Seller pursuant to Section 5.3(b):

1.    The
complete and exact name of Seller is Providian Bank.

2.    The
corporate identification number assigned to Seller by the Utah Department of Corporation is 125450.

3.    The
main office and state of organization of Seller is located in the State of Utah.

4.    Seller's
chief executive office is located at:



5.    Seller
has one place of business.

6.    The
Books and Records and the Cardholder List that are in the possession or under the control of Seller are kept at Seller's chief executive office and the servicing facilities of
Seller and its affiliate servicer, Providian Bancorp Services.

7.    There
has not been any change in any of the foregoing representations since May 31, 2003.

G-1

---



EXHIBIT I

Form of Opinions of Counsel to Seller

Subject
to customary assumptions, qualifications and limitations:

1.    Seller
has been duly organized and is validly existing as an industrial loan corporation in good standing under the laws of the State of Utah with full power and authority (corporate
and other) to execute, deliver and perform its obligations under the Purchase Agreement and the execution, delivery and performance of the Purchase Agreement has been duly authorized by all requisite
action of Seller. The Purchase Agreement has been duly executed and delivered by Seller and, assuming that it is the valid and legally binding obligation of the Purchasers, constitutes a valid and
legally binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by applicable insolvency, receivership, conservatorship or
other laws, regulations and administrative orders affecting the rights of creditors of industrial loan corporations and by general principles of equity (regardless of whether enforcement is sought in
equity or at law).

2.    The
execution, delivery and performance of all of Seller's obligations under the Purchase Agreement does not conflict with, contravene, violate or constitute a default under
(i) the Articles of Association or the By-Laws of Seller or (ii) any rule, law or regulation of any federal or Utah Governmental Authority to which Seller is subject.

3.    No
consent, approval, authorization, order, registration, or qualification with any federal or Utah Governmental Authority is required in connection with the execution and delivery by
Seller of the Purchase Agreement and the compliance by Seller with all of the provisions thereof, except for such as have been obtained or made on or prior to the date hereof.

4.    It
is our opinion that, should the FDIC be appointed as conservator or receiver for Seller pursuant to Section 11(c) of the FDIA and if the matter were properly briefed and
presented to a federal court with jurisdiction over such receivership or conservatorship, the court, exercising reasonable judgment after full consideration of all relevant factors, would hold that a
transfer of the Credit Card Receivables by Seller to the Purchaser in the form and manner set forth in the Agreement would constitute an absolute sale of the Credit Card Receivables, rather than a
borrowing by Seller secured by the Credit Card Receivables, and thus such Credit Card Receivables would not be deemed to be property of, or subject to reclamation or recovery by, the FDIC as
conservator or receiver for Seller.

I-1

---



EXHIBIT J

Form of Opinion of Counsel to CompuCredit/Purchaser

Subject
to customary assumptions, qualifications and limitations:

1.    CompuCredit/Purchaser
has been duly organized and is validly existing in good standing under the laws of the State of Nevada/Georgia with full power and authority (corporate and other)
to execute, deliver and perform its obligations under the Purchase Agreement and the execution, delivery and performance of the Purchase Agreement has been duly authorized by all requisite action of
CompuCredit/Purchaser. The Purchase Agreement has been duly executed and delivered by CompuCredit/Purchaser and, assuming that it is the valid and legally binding obligation of the Seller, constitutes
a valid and legally binding obligation of CompuCredit/Purchaser, enforceable against CompuCredit/Purchaser in accordance with its terms, except as such enforcement may be limited by applicable
insolvency, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors and by general principles of equity (regardless of whether enforcement
is sought in equity or at law).

2.    The
execution, delivery and performance of all of CompuCredit/Purchaser's obligations under the Purchase Agreement does not conflict with, contravene, violate or constitute a default
under (i) the Articles of Association or the By-Laws of CompuCredit/Purchaser or (ii) any rule, law or regulation of any federal or Nevada/Georgia Governmental Authority to
which CompuCredit/Purchaser is subject.

3.    No
consent, approval, authorization, order, registration, or qualification with any federal or Nevada/Georgia Governmental Authority is required in connection with the execution and
delivery by CompuCredit/Purchaser of the Purchase Agreement and the compliance by CompuCredit/Purchaser
with all of the provisions thereof, except for such as have been obtained or made on or prior to the date hereof.

J-1

---



SCHEDULE 1.1(A)

DAILY SETTLEMENTS

Date:

|                                      |                          | Activity |        | Cash
Settlement |   | Other Loan
Activity |  | Ending
Balance |  
|------------------------------------- | ------------------------ | -------- | ------ | --------------- | - | ------------------- |  | -------------- | -
|Beginning Outstanding                 |                          | xxx.xx   |        |                 |   |                     |  | xxx.xx         |  
|Purchases/Sales:                      |                          |          |        |                 |   |                     |  |                |  
|Incoming Purchases                    |                          | xxx.xx   |        |                 |   |                     |  |                |  
|                                      | Less: Incoming Credits   |          | (xx.xx | )               |   |                     |  |                |  
|Net Purchases                         |                          | xxx.xx   |        | xxx.xx          |   |                     |  | xxx.xx         |  
|Cash Advances:                        |                          |          |        |                 |   |                     |  |                |  
|Incoming Cash Advances                |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Cash Adv Regular Debits               |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Cash Adv Regular Credits              |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Cash Adv Balance Transfers Debits     |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Cash Adv Balance Transfers Credits    |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Cash Adv Conv. Checks Debits          |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Cash Adv Conv. Checks Credits         |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Total Cash Advances                   |                          | xxx.xx   |        | xxx.xx          |   |                     |  | xxx.xx         |  
|Payment Allocation:                   |                          |          |        |                 |   |                     |  |                |  
|Purchase Finance Charge               |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Cash Finance Charge                   |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Miscellaneous Charge                  |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Purchase Principal                    |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Cash Advance Principal                |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Other Payments                        |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Total Payments                        |                          | (xx.xx   | )      | (xx.xx          | ) |                     |  | (xx.xx         | )
|Payment Research                      |                          | xxx.xx   |        | xxx.xx          |   |                     |  | xxx.xx         |  
|Returned Payments                     |                          | xxx.xx   |        | xxx.xx          |   |                     |  | xxx.xx         |  
|Attorney NSF                          |                          | xxx.xx   |        | xxx.xx          |   |                     |  | xxx.xx         |  
|Chargebacks                           |                          | (xx.xx   | )      | (xx.xx          | ) |                     |  | (xx.xx         | )
|Representments                        |                          | xxx.xx   |        | xxx.xx          |   |                     |  | xxx.xx         |  
|Finance Charges:                      |                          |          |        |                 |   |                     |  |                |  
|Finance Charges PurchasesSys Gen     |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Finance Charges Cash AdvancesSys Gen |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Finance ChargesOn UsDebits          |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Finance ChargesOn UsCredits         |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|                                      | Less: Cycle F/C on C/O's |          | (xx.xx | )               |   |                     |  |                |  
|Total Finance Charge                  |                          | xxx.xx   |        |                 |   | xxx.xx              |  | xxx.xx         |  
|Late Charges:                         |                          |          |        |                 |   |                     |  |                |  
|Late ChargesSys Gen                  |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Late ChargesOn UsDebits             |                          | xxx.xx   |        |                 |   |                     |  |                |  
|Late ChargesOn UsCredits            |                          | (xx.xx   | )      |                 |   |                     |  |                |  
|Total Late Charges                    |                          | xxx.xx   |        |                 |   | xxx.xx              |  | xxx.xx         |  
|                                      |                          |          |        |                 |   |                     |  |                |  

S-1.1A-1

---

|Overlimit Fees:                              |  |        |   |  |  |        |  |        | 
|-------------------------------------------- |  | ------ | - |  |  | ------ |  | ------ | 
|OverlimitSys Gen                            |  | xxx.xx |   |  |  |        |  |        | 
|OverlimitOn UsDebits                       |  | xxx.xx |   |  |  |        |  |        | 
|OverlimitOn UsCredits                      |  | (xx.xx | ) |  |  |        |  |        | 
|Total Overlimit Fees                         |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Membership Fees (1yr):                       |  |        |   |  |  |        |  |        | 
|MembershipSys Gen                           |  | xxx.xx |   |  |  |        |  |        | 
|MembershipOn UsDebits                      |  | xxx.xx |   |  |  |        |  |        | 
|MembershipOn UsCredits                     |  | (xx.xx | ) |  |  |        |  |        | 
|Total Membership Fees                        |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Cash Advances Fees:                          |  |        |   |  |  |        |  |        | 
|CA FeesSys Gen                              |  | xxx.xx |   |  |  |        |  |        | 
|CA FeesOn UsDebits                         |  | xxx.xx |   |  |  |        |  |        | 
|CA FeesOn UsCredits                        |  | (xx.xx | ) |  |  |        |  |        | 
|Total CA Fees                                |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Credit Protection (monthly):                 |  |        |   |  |  |        |  |        | 
|CPSys Gen                                   |  | xxx.xx |   |  |  |        |  |        | 
|CPOn UsDebits                              |  | xxx.xx |   |  |  |        |  |        | 
|CPOn UsCredits                             |  | (xx.xx | ) |  |  |        |  |        | 
|Total CA Fees                                |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|NSF Convenience Checks:                      |  |        |   |  |  |        |  |        | 
|NSF ConvOn UsDebits                        |  | xxx.xx |   |  |  |        |  |        | 
|NSF ConvOn UsCredits                       |  | (xx.xx | ) |  |  |        |  |        | 
|Total NSF Conv Checks                        |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|NSF Return Pmts:                             |  |        |   |  |  |        |  |        | 
|NSF PmtsOn UsDebits                        |  | xxx.xx |   |  |  |        |  |        | 
|NSF PmtsOn UsCredits                       |  | (xx.xx | ) |  |  |        |  |        | 
|Total NSF Returned Payments                  |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Balance Transfer/Line Increase/Upgrade Fees: |  |        |   |  |  |        |  |        | 
|BTSys Gen (Misc Charges)                    |  | xxx.xx |   |  |  |        |  |        | 
|BTOn UsDebits                              |  | xxx.xx |   |  |  |        |  |        | 
|BTOn UsCredits                             |  | (xx.xx | ) |  |  |        |  |        | 
|Total BT Fees                                |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Home Protection Fees:                        |  |        |   |  |  |        |  |        | 
|HPOn UsDebits                              |  | xxx.xx |   |  |  |        |  |        | 
|HPOn UsCredits                             |  | (xx.xx | ) |  |  |        |  |        | 
|Total HP Fees                                |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Pay By Phone Fees:                           |  |        |   |  |  |        |  |        | 
|Pay By PhoneOn UsDebits                    |  | xxx.xx |   |  |  |        |  |        | 
|Pay By PhoneOn UsCredits                   |  | (xx.xx | ) |  |  |        |  |        | 
|Total Pay By Phone Fees                      |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|                                             |  |        |   |  |  |        |  |        | 

S-1.1A-2

---

|Point Fees (1yr):                             |  |        |   |  |  |        |  |        | 
|--------------------------------------------- |  | ------ | - |  |  | ------ |  | ------ | 
|PointOn UsDebits                            |  | xxx.xx |   |  |  |        |  |        | 
|PointOn UsCredits                           |  | (xx.xx | ) |  |  |        |  |        | 
|Total Point Fees                              |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Drive Pro/Destination Unlimited (1yr) Credits |  | xxx.xx |   |  |  |        |  |        | 
|Drive Pro/Destination Unlimited (1 yr) Debits |  | (xx.xx | ) |  |  |        |  |        | 
|Total Drive Pro/Destination Unlimited (1yr)   |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Credit Protection (1yr) Debits                |  | xxx.xx |   |  |  |        |  |        | 
|Credit Protection (1yr) Credits               |  | (xx.xx | ) |  |  |        |  |        | 
|Total Credit Protection (1yr)                 |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Credit Protection (2yr) Debits                |  | xxx.xx |   |  |  |        |  |        | 
|Credit Protection (2yr) Credits               |  | (xx.xx | ) |  |  |        |  |        | 
|Total Credit Protection (2yr)                 |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|First Health Advantage (mo) Debits            |  | xxx.xx |   |  |  |        |  |        | 
|First Health Advantage (mo) Credits           |  | (xx.xx | ) |  |  |        |  |        | 
|Total First Health Advantage (mo)             |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|First Health Advantage (1yr) Debits           |  | xxx.xx |   |  |  |        |  |        | 
|First Health Advantage (1yr) Credits          |  | (xx.xx | ) |  |  |        |  |        | 
|Total First Health Advantage (1yr)            |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Price Pro/Buy Smart (1yr) Debits              |  | xxx.xx |   |  |  |        |  |        | 
|Price Pro/Buy Smart (1yr) Credits             |  | (xx.xx | ) |  |  |        |  |        | 
|Total Price Pro/BuySmart (1yr)                |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Credit Bureau Registration Fee (1yr) Debits   |  | xxx.xx |   |  |  |        |  |        | 
|Credit Bureau Registration Fee (1yr) Credits  |  | (xx.xx | ) |  |  |        |  |        | 
|Total Credit Bureau Registration Fee (1yr)    |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Drive ProOn UsDebits                        |  | xxx.xx |   |  |  |        |  |        | 
|Drive ProOn UsCredits                       |  | (xx.xx | ) |  |  |        |  |        | 
|Total DP monthly Fees                         |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Personal Registry Lifetime Debits             |  | xxx.xx |   |  |  |        |  |        | 
|Personal Registry Lifetime Credits            |  | (xx.xx | ) |  |  |        |  |        | 
|Total Personal Registry Lifetime              |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Personal Registry Lifetime (12mo) Debits      |  | xxx.xx |   |  |  |        |  |        | 
|Personal Registry Lifetime (12mo) Credits     |  | (xx.xx | ) |  |  |        |  |        | 
|Total Personal Registry Lifetime (12mo)       |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Personal Registry Lifetime (24mo) Debits      |  | xxx.xx |   |  |  |        |  |        | 
|Personal Registry Lifetime (24mo) Credits     |  | (xx.xx | ) |  |  |        |  |        | 
|Total Personal Registry Lifetime (24mo)       |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Personal Registry Lifetime (3yr) Debits       |  | xxx.xx |   |  |  |        |  |        | 
|Personal Registry Lifetime (3yr) Credits      |  | (xx.xx | ) |  |  |        |  |        | 
|Total Personal Registry Lifetime (3yr)        |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|Personal Registry (1yr) Debits                |  | xxx.xx |   |  |  |        |  |        | 
|Personal Registry (1yr) Credits               |  | (xx.xx | ) |  |  |        |  |        | 
|Total Personal Registry (1yr)                 |  | xxx.xx |   |  |  | xxx.xx |  | xxx.xx | 
|                                              |  |        |   |  |  |        |  |        | 

S-1.1A-3

---

|Credit Bureau (mo)On UsDebits           |                            | xxx.xx  |        |        |  |         |   |         |  
|----------------------------------------- | -------------------------- | ------- | ------ | ------ |  | ------- | - | ------- | -
|Credit Bureau (mo)On UsCredits          |                            | (xx.xx  | )      |        |  |         |   |         |  
|Total Credit Bureau Registration Fee (mo) |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Rebates:                                  |                            |         |        |        |  |         |   |         |  
|Discount Taken                            |                            | (xx.xx  | )      |        |  |         |   |         |  
|RebateOn UsDebits                       |                            |        |        |        |  |         |   |         |  
|RebateOn UsCredits                      |                            |        |        |        |  |         |   |         |  
|Total Rebates                             |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|Other Statement Fee                       |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Other Stop Payment Fee                    |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Other Additional Card Fees                |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Other Express Postage Fee                 |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Other Attorney Fee                        |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Other Misc Fee                            |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Losses:                                   |                            |         |        |        |  |         |   |         |  
|Principal Chargeoff                       |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|F/C Chargeoff                             |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|Fees Chargeoff                            |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|Pre Chargeoff Settlement                  |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|Small Balance Write-Off                   |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|Fraud Losses                              |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|Other Write-Offs                          |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|Recoveries:                               |                            |         |        |        |  |         |   |         |  
|Credit C/O Activity                       |                            | xxx.xx  |        |        |  |         |   |         |  
|                                          | Less: Post C/O Settlements |         | (xx.xx | )      |  |         |   |         |  
|Total C/O Credit Activity                 |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Debit C/O Activity                        |                            | (xx.xx  | )      |        |  |         |   |         |  
|                                          | Less: Cycled F/C           |         | xxx.xx |        |  |         |   |         |  
|Total C/O Debit Activity                  |                            | (xx.xx  | )      |        |  | (xx.xx  | ) | (xx.xx  | )
|Security Balance Transfers                |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Other:                                    |                            |         |        |        |  |         |   |         |  
|Product Balance Transfers/Flips           |                            | xxx.xx  |        | xxx.xx |  |         |   | xxx.xx  |  
|Bank To Bank Transfers                    |                            | xxx.xx  |        | xxx.xx |  |         |   | xxx.xx  |  
|NoPost Corrections                        |                            | xxx.xx  |        | xxx.xx |  |         |   | xxx.xx  |  
|Bank Charges                              |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Other (Cash)                              |                            | xxx.xx  |        | xxx.xx |  |         |   | xxx.xx  |  
|Additional Key Codes                      |                            |         |        |        |  |         |   |         |  
|Debits                                    |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Credits                                   |                            | (xxx.xx | )      |        |  | (xxx.xx | ) | (xxx.xx | )
|ZeroFill Debits                           |                            | xxx.xx  |        |        |  |         |   |         |  
|ZeroFill Credits                          |                            | (xxx.xx | )      |        |  |         |   |         |  
|Total ZeroFill                            |                            | xxx.xx  |        |        |  | xxx.xx  |   | xxx.xx  |  
|Net Change in Loans                       |                            |         |        |        |  |         |   | xxx.xx  |  
|Final Outstanding from AGT                |                            | xxx.xx  |        |        |  |         |   | xxx.xx  |  
|                                          |                            |         |        |        |  |         |   |         |  

S-1.1A-4

---

|Final Outstanding Calculated       |                 | xxx.xx  |         |        |         |   |  | xxx.xx  |  
|---------------------------------- | --------------- | ------- | ------- | ------ | ------- | - |  | ------- | -
|Difference                         |                 |        |         |        |         |   |  |        |  
|Bank To Bank Transfers             |                 |        |         |        |         |   |  |         |  
|Outstanding Credit Balances        |                 | (xxx.xx | )       |        |         |   |  | (xxx.xx | )
|Outstanding Purchase Principal     |                 | xxx.xx  |         |        |         |   |  | xxx.xx  |  
|Outstanding C/A Principal          |                 | xxx.xx  |         |        |         |   |  | xxx.xx  |  
|Outstanding Purchase F/C           |                 | xxx.xx  |         |        |         |   |  | xxx.xx  |  
|Outstanding Cash Advance F/C       |                 | xxx.xx  |         |        |         |   |  | xxx.xx  |  
|Outstanding Misc                   |                 | xxx.xx  |         |        |         |   |  | xxx.xx  |  
|Total Ending Outstanding           |                 | xxx.xx  |         |        |         |   |  | xxx.xx  |  
|Difference                         |                 |        |         |        |         |   |  |        |  
|Interchange:                       |                 |         |         |        |         |   |  |         |  
|Interchange IncomeVisa/MasterCard |                 | (xxx.xx | )       |        |         |   |  |         |  
|Visa Fees                          |                 |         |         |        |         |   |  |         |  
|MasterCard Fees                    |                 |         |         |        |         |   |  |         |  
|                                   | Net Interchange |         | (xxx.xx | )      | (xxx.xx | ) |  |         |  
|Net Settlement (To)/From Purchaser |                 |         |         | xxx.xx |         |   |  |         |  

S-1.1A-5

---



SCHEDULE 4.1(h-1)

Form of Cardholder Agreement

Attached
hereto are representative forms of Cardholder Agreements for the Accounts.

S-4-(h-1)

---



SCHEDULE 4.1(h-2)

Form of Periodic Statement

Attached
hereto are representative forms of periodic statements for the Accounts.

S-4-1(h-2)

---



SCHEDULE 4.1(m)

Accounts Tape

(delivered separately to Purchaser and CompuCredit)

S-4.1(m)

---



SCHEDULE 4.1(n)

List of Benefit Agreements

Set
forth on this Schedule 4.1(n) is a list of the Benefit Agreements made available by Seller to the holders of the Accounts. Representative terms and conditions were previously made available
to the Purchasers.

Benefit Agreement

Effective Date of CancellationCredit ProtectionSM

October 31, 2003BuySmart

August 31, 2003Destination Unlimited®

August 31, 2003Health Advantage

August 31, 2003MyCreditProfileSM

August 31, 2003Personal RegistrySM

August 31, 2003Premium PointsSM

August 31, 2003Hospital Accident Plan

August 31, 2003AD&D

The end of the first cycle following the Closing Date


S-4.1(n)

---



SCHEDULE 4.1(s)

List of Credit Ratings and Collection Status Codes

Attached
hereto are the current credit scores and account status definitions for the Accounts. The list of credit scores is subject to periodic changes, and updated lists of credit scores will be
provided to Purchaser upon request or when otherwise available.

Isolated,
de minimis errors in recording collection status codes may occur on certain Accounts.

Collection
Status Codes

A =
Employee Acct., Past Due
B = Employee Acct., Overlimit
F = Past Due 1-30
G = Past Due 31-60
H = Past Due 61-90
I = Past Due 91-120
J = Past Due 121-150
K = Past Due 151-180
L = Past Due 181+
N = Account Current and Credit Score > 3999 (Turbo)
P = Charged Off
R = Overlimit 0%9.99%
S = Overlimit 10%15.99%
T = Overlimit 16%25.99%
U = Overlimit 26%50.99%
V = Overlimit 51%75.99%
W = Overlimit 76%
Z = Account is current
* = In Collections @ cycle, Now Current. At cycle, will update to Z.
BLANK = Account is Current

S-4.1(s)-1

---

Credit RatingsMiddle/Standard Accounts

|   |  |                        |  |                                                                |  | BYPASS: |  |   |  |   |  |   |  |   |  |   |  |                                          |  |             |  |   |  |  
|-- |  | ---------------------- |  | -------------------------------------------------------------- |  | ------- |  | - |  | - |  | - |  | - |  | - |  | ---------------------------------------- |  | ----------- |  | - |  | -
|
|B3 |  |                        |  | Prior use as:Soldiers and Sailors/Disaster Relief              |  | X       |  | X |  |   |  | X |  |   |  | X |  |                                          |  |             |  |   |  |  
|B4 |  | CP                     |  | Deactivation w/access to line                                  |  | X       |  | X |  |   |  |   |  | X |  | X |  | Does not report                          |  |             |  |   |  | X
|B5 |  | Collections            |  | Assumption Accounts                                            |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  | X |  | X
|B7 |  |                        |  | Home Protection                                                |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  |   |  |  
|B8 |  | CP                     |  | CP C/Os only Do not use                                        |  |         |  |   |  |   |  |   |  |   |  |   |  | Not Reported as Charge Off               |  | Decline     |  |   |  |  
|CC |  | Collections            |  | Consumer Credit Counseling                                     |  |         |  | X |  |   |  |   |  | X |  | X |  | Credit Counseling                        |  | Decline     |  | X |  | X
|CM |  | Security               |  | Classic Market Pre-Pay HoldsNot in use effective 9/1/00       |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  |   |  |  
|E9 |  | Collections            |  | Outsource to Collection Agenciesnot currently in use          |  |         |  |   |  |   |  |   |  |   |  | X |  | Closed by Subscriber                     |  | Decline     |  | X |  | X
|F1 |  | Security               |  | Closed-Lost and Stolen                                         |  |         |  |   |  |   |  |   |  |   |  |   |  | Lost/Stolen                              |  | Pickup      |  | X |  | X
|I8 |  | FSC_ICB Accountability |  | Inactive                                                       |  |         |  |   |  |   |  |   |  | X |  |   |  | Closed by Consumer                       |  | Decline     |  | X |  | X
|I9 |  |                        |  | Cust.Serv-Inactive Closures                                    |  |         |  |   |  |   |  |   |  | X |  |   |  | Closed by Consumer                       |  | Decline     |  | X |  | X
|M1 |  | CP                     |  | Credit Protection Activated (Qualifies for Access to Line)     |  | X       |  | X |  | X |  | X |  | X |  | X |  | Does not report                          |  |             |  |   |  |  
|M9 |  | CP                     |  | Credit Protection Activated (Not Qualified for Access to Line) |  | X       |  | X |  |   |  | X |  | X |  | X |  | Does not report                          |  | Decline     |  | X |  | X
|N9 |  | Collections            |  | ClosedCollections                                             |  |         |  |   |  |   |  |   |  |   |  |   |  | Closed by Subscriber                     |  | Decline     |  | X |  | X
|NR |  | Security               |  | Temporary Hold                                                 |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  |   |  |  
|PC |  |                        |  | Closed-Old acct in BK2BK Transfer                              |  |         |  |   |  |   |  |   |  |   |  |   |  | Record sent to assign new account number |  | Decline     |  | X |  | X
|Q4 |  | New Accts              |  | T4 Closed at 120 days                                          |  |         |  |   |  |   |  |   |  |   |  |   |  | Does not report                          |  | Decline     |  | X |  |  
|Q7 |  | Collections            |  | Settled C/O Accounts                                           |  |         |  |   |  |   |  |   |  | X |  |   |  | Status 68Settled Account                |  | Decline     |  | X |  | X
|Q8 |  | FSC_ICB Accountability |  | Closed by Providian                                            |  |         |  |   |  |   |  |   |  | X |  |   |  | Closed by Subscriber                     |  | Decline     |  | X |  | X
|Q9 |  | Collections            |  | Account Closures                                               |  |         |  |   |  |   |  |   |  | X |  |   |  | Closed by Subscriber                     |  | Decline     |  | X |  | X
|RE |  | Security               |  | Merchant is advised to call PVN                                |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Refer       |  |   |  |  
|R8 |  | FSC_ICB Accountability |  | Closed by Customer; > 3 mo                                     |  |         |  |   |  |   |  |   |  | X |  |   |  | Closed by Consumer                       |  | Decline     |  | X |  | X
|R9 |  | Cust Svc               |  | Account ClosuresCustomer > 3 mo                               |  |         |  |   |  |   |  |   |  | X |  |   |  | Closed by Consumer                       |  | Decline     |  | X |  | X
|S1 |  | Security               |  | Past Due or O/L Suspension                                     |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  | X |  |  
|S2 |  | Security               |  | Blocked Account                                                |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  | X |  |  
|SV |  | CP                     |  | Settlement Salvage Offer                                       |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  |             |  |   |  |  
|T1 |  | Recovery               |  | Transfer to Collections                                        |  |         |  |   |  |   |  |   |  | X |  |   |  | Reports as current regardless of status  |  | Decline     |  | X |  | X
|T2 |  | Security               |  | Pre-consumed goods and services                                |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Conditional |  |   |  |  
|T3 |  | ?                      |  | PETE Activation 100% Fulfillment                               |  |         |  |   |  | X |  |   |  | X |  |   |  |                                          |  | Decline     |  | X |  | X
|T4 |  | New Accts              |  | New AcctNo Cust-Orig activity.                                |  |         |  | X |  |   |  |   |  |   |  | X |  | Does not report                          |  |             |  | X |  |  
|T5 |  | Probate                |  | Deceased Accounts                                              |  | X       |  |   |  |   |  |   |  |   |  | X |  | Deceased                                 |  | Decline     |  | X |  | X
|T6 |  | Security               |  | MCC Referrals/Cash Restrictions                                |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Conditional |  |   |  |  
|T7 |  |                        |  | BASA Closures                                                  |  |         |  |   |  |   |  |   |  | X |  |   |  |                                          |  | Decline     |  | X |  |  
|T9 |  |                        |  | Secured BASA Bounced Checks                                    |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  |   |  |  
|V1 |  |                        |  | No Stmt Ck                                                     |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  |             |  |   |  |  
|V3 |  | Security               |  | Verify Address or Phone                                        |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  | X |  |  
|V7 |  |                        |  | BASA Accounts                                                  |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  | X |  |  
|V9 |  | Cust Svc               |  | Account ClosuresCustomer < 3 mo. (not yet used in Gateway)    |  |         |  |   |  |   |  |   |  | X |  |   |  | Closed by Consumer                       |  | Decline     |  | X |  | X
|X1 |  | Acquisitions           |  | Dispute Closures                                               |  |         |  |   |  |   |  |   |  |   |  |   |  |                                          |  | Decline     |  | X |  |  
|X2 |  | CP                     |  | Deactivations w/o access to line                               |  | X       |  | X |  |   |  |   |  | X |  | X |  | Does not report                          |  | Decline     |  | X |  | X
|X9 |  | Security               |  | Account Closures                                               |  |         |  |   |  |   |  |   |  | X |  |   |  | Closed by Consumer                       |  | Decline     |  | X |  | X
|Y9 |  | Legal Collections      |  | Closed Accounts                                                |  | X       |  | X |  |   |  |   |  | X |  | X |  |                                          |  | Pickup      |  | X |  | X

S-4.1(s)-2

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SCHEDULE 4.1(u)

DISCLOSURE ITEMS REGARDING PROVIDIAN BANK'S
POLICIES AND PROCEDURES

S-5.2(1)

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SCHEDULE 5.2(l)

Information to be Delivered in connection with the Interim Securitization or Securitization

Description of Providian Bank

Providian
Bank is a wholly-owned subsidiary of Providian Financial Corporation, a publicly owned financial services company which provides lending and deposit products to customers throughout the
United States.

Headquartered
in Salt Lake City, Utah, Providian Bank is an industrial loan corporation organized under the laws of the state of Utah and is a member of the FDIC. Providian Bank and Providian National
Bank, another wholly-owned subsidiary of Providian Financial Corporation, submitted an application to the Office of the Comptroller of the Currency to combine Providian Bank with Providian National
Bank. The application is awaiting approval from the Office of the Comptroller of the Currency.

The
principal executive offices of Providian Bank are located at 5215 Wiley Post Way, Salt Lake City, Utah 84116 and the principal executive offices of Providian Financial Corporation are located at
201 Mission Street, San Francisco, California 94105.

Additional
information regarding Providian Financial Corporation and Providian Bank can be found in the filings made by Providian Financial Corporation with the Securities and Exchange Commission. You
may read and copy this information at the SEC's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may call the SEC at
1-800-732-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of
the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Providian Financial Corporation's public filings are also available at the Internet website maintained by the
SEC at www.sec.gov and the Internet website maintained by Providian Financial Corporation at www.providian.com.

Description of Account Origination

The
accounts being sold represent all of the credit card accounts owned by Providian Bank, other than Excluded Accounts. Accounts in the Providian Bank portfolio were primarily generated through
direct mail, telemarketing and other direct marketing channels, generally targeted with industry-standard pre-screen processes. The accounts are presently all unsecured; though
approximately 3.5% of the accounts at Cut-Off Time were secured or partially secured by deposits pledged by the accountholder. The approval process was fully automated. Exceptions to the
automated decision-making process were granted infrequently, primarily to customers who chose to dispute an application decision because of incorrect credit bureau information. Customers may also have
been contacted via telephone to verify certain customer information.

Underwriting
criteria for accounts in the Providian Bank portfolio differed depending upon whether the accounts were originated as unsecured or secured accounts and whether or not an application
processing fee was assessed. Underwriting criteria for accounts originated as unsecured accounts, with no up-front application processing fees, consisted of internal risk score cutoffs,
minimum requirements for responses to application questions, and a fraud check. Providian Bank's underwriting for accounts in the Providian Bank portfolio that were originated as secured accounts or
that had an application processing fee consisted of a fraud check only.

Also,
some accounts were originated through "Up-to" offers, in which Providian Bank offered accounts to potential accountholders with a specified maximum credit line. Credit line
assignment for these "Up-to" offers was initially determined by responses to application questions and was later based on a combination of this data and credit bureau information in a
table and/or scoring model. ["Initially" and "later" refer to phases in Providian Bank's business practices, such that some accounts were wholly originated under the "initially" process
and later accounts were wholly originated under the "later" process.]

S-5.2(l)

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Accounts
in the Providian Bank portfolio are subject to a lending agreement governing the terms and conditions of the account. Pursuant to the lending agreements, Providian Bank reserved the right to
change or terminate any terms, conditions, services or features of the account (including increasing or
decreasing annual percentage rates, other fees and charges, or minimum payment requirements). Providian Bank's lending agreements are governed by Utah law.

Historical Information on Accounts

For
each month, the following information:



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