Exhibit 10.9(b)

AMENDMENT NUMBER 2  TO THE  COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST  MASTER INDENTURE

THIS AMENDMENT NUMBER 2 TO THE COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST MASTER INDENTURE dated as of April 1, 2001, (this
"Amendment") is among COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST, as Issuer (the "Issuer"), a
business trust organized under the laws of the State of Nevada and THE BANK OF NEW YORK, as Trustee (the "Indenture Trustee"), a New York banking
corporation and CompuCredit Corporation, as Servicer (the "Servicer"), and amends that Master Indenture dated as of July 14, 2000 (as amended
prior to the date hereof, the "Master Indenture") also among the Issuer, the Indenture Trustee and the Servicer.

RECITALS

WHEREAS, the Issuer and the Servicer wish to amend the Master Indenture as provided herein in accordance with Section 9.01(b) of the Master Indenture and
the Indenture Trustee, upon the receipt of the Issuer Order described in such Section 9.01(b), is willing to enter into such amendment upon the terms provided for herein,

NOW
THEREFORE, in consideration of the premises and the agreements contained herein, the parties hereto agree as follows:

SECTION
1.Amendments to the Satisfaction and Discharge Provisions.    Section 4.01 of the Master Indenture
shall be and hereby is amended to read in its entirety as follows:



---



and
the Issuer, in the case of (I), (II) or (III) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee either from proceeds of another Series
of Notes issued under this Indenture, collections of Principal Receivables allocated for such purpose or from other sources which do not include any amounts contributed directly or indirectly by or
derived from funds of any Transferor, any Affiliate of a Transferor or an agent of a Transferor cash or direct obligations of or obligations guaranteed by the United States of America (which will
mature prior to
the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for
cancellation when due at the Expected Principal Payment Date or later Payment Date, at the Stated Maturity Date for such Class or Series of Notes or the Redemption Date (if Notes shall have been
called for redemption pursuant to the applicable Indenture Supplement), as the case may be;



SECTION
2.Amendments to Provisions Related to the Sale of the Assets.

(a)   Subsection
(a) of Section 5.18 of the Master Indenture is hereby amended to read in its entirety as follows:



(b)   Subsection
(c) of Section 5.18 of the Master Indenture is hereby amended to read in its entirety as follows:



SECTION
3.Provisions Relating to Defeasance.    The introductory provisions and subsection (a) of
Section 10.03 of the Master Indenture shall be and hereby are amended to read in their entirety as follows:



---



SECTION
4.Master Indenture in Full Force and Effect as Amended.    Except as specifically amended hereby, all of
the terms and conditions of the Master Indenture shall remain in full force and effect. All references to the Master Indenture in any other document or instrument shall be deemed to mean such Master
Indenture as amended by this Amendment. This Amendment shall not constitute a novation of the Master Indenture, but shall constitute an amendment thereof. The parties hereto agree to be bound by the
terms and obligations of the Master Indenture, as amended by this Amendment, as though the terms and obligations of the Master Indenture were set forth herein.

SECTION
5.Counterparts.    This Amendment may be executed in any number of counterparts and by separate parties
hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.

SECTION
6.Governing Law.    THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

---

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Master Indenture to be duly executed by their respective authorized officers as of the day and year first above
written.

| |  | COMPUCREDIT CREDIT CARD MASTER NOTE
BUSINESS TRUST,
as Issuer
| |  | -------------------------------------------------------------
| |  | By:                                                          
| |  |                                                              
| |  |                                                              
| |  | THE BANK OF NEW YORK,
as Indenture Trustee                   
| |  | By:                                                          
| |  |                                                              
| |  | COMPUCREDIT CORPORATION,
as Servicer                         
| |  | By:                                                          
| |  |                                                              



[Signature
Page to Amendment Number 2 to the
Master Indenture]

---

|Consented to, Accepted and Agreed:                                                   
|-------------------------------------------------------------------------------------
|BANK OF AMERICA, N.A,
as Agent                                                       
|By:                                                                                  
|                                                                                     
|Name:
Title:                                                                         
|FIRST UNION SECURITIES, INC.,
a Delaware corporation, as Deal Agent (Series 2000-Two)
|By:                                                                                  
|                                                                                     
|Name:
Title:                                                                         
|FIRST UNION NATIONAL BANK,
as Liquidity Agent                                        
|By:                                                                                  
|                                                                                     
|Name:
Title:                                                                         
|SUNTRUST EQUITABLE SECURITIES CORPORATION,
a Tennessee corporation, as Deal Agent    
|By:                                                                                  
|                                                                                     
|Name:
Title:                                                                         



[Consents
Page to Amendment Number 2
to Master Indenture]

---

|SUNTRUST BANK, a national banking association, as Liquidity Agent
|-----------------------------------------------------------------
|By:                                                              
|                                                                 
|Name:
Title:                                                     
|BARCLAYS BANK PLC,
as Administrative Agent                       
|By:                                                              
|                                                                 
|Name:
Title:                                                     



[CONSENTS
PAGE TO AMENDMENT NUMBER 2
TO MASTER INDENTURE.]

---

QuickLinks