Exhibit 10.2(b)

CompuCredit Corporation  2003 STOCK OPTION PLAN

ARTICLE I
Purpose of the Plan and Definitions

1.1Purpose. The purpose of this Stock Option Plan is to maximize the long-term success of CompuCredit
Corporation (the "Company"), and its affiliates, to ensure a balanced emphasis on both current and long-term performance and to enhance participants' identification with growth in
shareholder value by providing financial incentives to selected members of its and its affiliates' boards of directors, employees, consultants and advisers who are in positions to make significant
contributions toward that success. It is intended that the Company will, through the grant of nonqualified stock options to purchase its common stock, attract and retain (and allow its affiliates to
attract and retain) highly qualified and competent employees and directors and motivate such employees and directors to exert their best efforts on behalf of the Company and its affiliates.

1.2Definitions. Unless the context clearly indicates otherwise, for purposes of this Plan:



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1.3Limitations on Shares Subject to Plan.



1.4Administration of the Plan.



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1.5Eligibility for Awards. The Committee shall in accordance with Article II designate from time to time the
directors, employees, consultants and advisers of the Company who are to be granted Options.

1.6Effective Date and Duration of Plan. Subject to the approval of the shareholders of the Company at the Company's 2004
annual meeting of its shareholders, the Plan shall become effective on the date of its adoption by the Board of Directors; provided, however, that to the extent that Options are granted under the Plan
prior to its approval by the shareholders of the Company, the Options shall be contingent on approval by the shareholders at such annual meeting. Unless previously terminated by the Board of
Directors, the Plan (but not any Options then outstanding) shall terminate on the tenth anniversary of its adoption by the Board of Directors.

ARTICLE II
Stock Options

2.1Grant of Options.



2.2Option Requirements.



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ARTICLE III
General Provisions

3.1Adjustment Provisions.



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the Committee shall, in such manner as it may determine in its sole discretion, appropriately adjust the number and class of shares or other securities which shall be subject to Options and the
purchase price per share which must be paid thereafter upon exercise of any Option. Any such adjustments made by the Committee shall be final, conclusive and binding upon all persons, including (but
not by way of limitation) the Company, the shareholders and directors of the Company, and any persons having any interest in any Options which may be granted under the Plan.



3.2Additional Conditions. Any shares of Common Stock issued or transferred under any provision of the Plan may be issued or
transferred subject to such conditions, in addition to those specifically provided in the Plan, as the Committee or the Company may impose.

3.3No Rights as Shareholder or to Employment. No Grantee or any other person authorized to purchase Common Stock upon
exercise of an Option shall have any interest in or shareholder rights with respect to any shares of the Common Stock which are subject to any Option until certificates evidencing the shares have been
issued and delivered to the Grantee or any such person upon the

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exercise
of the Option. Furthermore, an Option shall not confer upon any Grantee any rights to employment or any other relationship with the Company, including without limitation any right to continue
in the employ of the Company, nor affect the right of the Company to terminate the employment or other relationship of the Grantee with the Company at any time with or without cause.

3.4Legal Restrictions. If in the opinion of legal counsel for the Company the issuance or sale of any shares of Common Stock
pursuant to the exercise of an Option would not be lawful for any reason, including (but not by way of limitation) the inability or failure of the Company to obtain from any governmental authority or
regulatory body the authority deemed necessary by such counsel for such issuance or sale, the Company shall not be obligated to issue or sell any Common Stock pursuant to the exercise of an Option to
a Grantee or any other authorized person unless the Company receives evidence satisfactory to its legal counsel that the issuance and sale of the shares would not constitute a violation of any
applicable securities laws. The Company shall in no event be obligated to take any action which may be required in order to permit, or to remedy or remove any prohibition or limitation on, the
issuance or sale of such shares to any Grantee or other authorized person.

3.5Rights Unaffected. The existence of the Options shall not affect: the right or power of the Company and its shareholders
to make adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; any issuance of bonds, debentures, preferred or prior preference stocks
affecting the Common Stock or the rights thereof; the dissolution or liquidation of the Company, or sale or transfer of any part of its assets or business; or any other corporate act, whether of a
similar character or otherwise.

3.6Withholding Taxes. As a condition to exercise of an Option, the Company may in its sole discretion withhold or require
the Grantee to pay or reimburse the Company for any taxes which the Company determines are required to be withheld in connection with the grant or any exercise of an Option.

3.7Choice of Law. The validity, interpretation and administration of the Plan and of any rules, regulations, determinations
or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the
State of Georgia. Without limiting the generality of the foregoing, the period within which any action in connection with the Plan must be commenced shall be governed by the laws of the State of
Georgia, without regard to the place where the act or omission complained of took place, the residence of any party to such action or the place where the action may be brought or maintained.

3.8Amendment, Suspension and Termination of Plan. The Plan may from time to time be terminated, suspended or amended by the
Board of Directors in such respects as it may deem advisable.

3.9Headings. The headings in this Plan are for convenience only and are not to be used in interpreting the meaning or effect
of any provisions hereof.

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