EXHIBIT 4.2

NEITHER
THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT: (A) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER ANY STATE SECURITIES LAWS; AND (B) MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES
ACT (INCLUDING ANY RULES OR REGULATIONS THEREUNDER) AND ANY APPLICABLE STATE SECURITIES LAWS.

COMPUCREDIT CORPORATION        WARRANT AGREEMENT

THIS CERTIFIES that, for value received,MERRILL LYNCH MORTGAGE CAPITAL INC., a Delaware
corporation (the "Holder"), shall be entitled to acquire fromCOMPUCREDIT CORPORATION, a Georgia corporation (the "Company"), subject to
the terms and conditions contained herein, (i) at any time during the period from 9:00 A.M. (Eastern Time) on January 30, 2004, through 5:00 P.M. (Eastern Time) on
January 30, 2007 (the "Expiration Date"), one million two hundred thousand (1,200,000) shares of "Common Stock" (as hereinafter defined), plus (ii) at any time during the period from
9:00 A.M. (Eastern Time) on the earliest of (a) the Commitment Step-Up Date, (b) the date on which a Change of Control (as defined in the Indenture Supplement) occurs
if prior to the scheduled Commitment Step-Up Date, or (c) an uncured Corporate Finance Event (as defined in the Indenture Supplement and giving effect to the cure provisions
contained therein) (should any such date occur) through the Expiration Date, one million two hundred thousand (1,200,000) shares of Common Stock; (individually, a "Warrant Share" and collectively, the
"Warrant Shares"), at the Exercise Price (as hereinafter defined) (the "Warrant"). For purposes of this Warrant, the term "Common Stock" shall mean the no par value common stock of the Company.

1.Exercise of Warrants.

1.1Method of Exercise.



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| | X = |  | Y (A-B)
A
| | --- |  | ---------

| | Where X |  | =    the number of Warrant Shares to be issued to the Holder.
| | ------- |  | -------------------------------------------------------------
| | Y       |  | =                                                            
| | A       |  | =                                                            
| | B       |  | =                                                            

1.2Partial or Conditional Exercise.    In the event this Warrant is not exercised in
full, the total number of Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company shall promptly issue and deliver to the Holder a new Warrant
of like tenor in the name of the Holder, reflecting such adjusted number of Warrant Shares. In the event this Warrant is to be exercised in connection with a registered public offering or the sale of
the Company, the exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of the public offering or sale of the Company in which case such
exercise shall not be deemed to be effective until the consummation of such transaction and may be rescinded if such transaction shall not occur within a reasonable time.

1.3Delivery of Certificates.



1.4No Fractional Shares.    No fractional shares of Common Stock will be issued in
connection with any exercise hereunder. Any fraction of a share resulting from any calculation will be rounded up to the next whole share.

1.5Stock Fully Paid; Reservation of Shares.    All of the shares of Common Stock
issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive
rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. During the period within which the

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rights
represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full
exercise of the rights represented by this Warrant. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient
reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant.

2.Adjustments to Exercise Price and Warrant Shares.    The Exercise Price and the number of Warrant
Shares issuable upon the exercise of the Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 2.

2.1   In
case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on Common Stock payable in Common Stock,
(ii) subdivide or split the outstanding Common Stock, (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares, or (iv) consolidate with, or merge
with or into, any other Person, or engage in any reorganization, reclassification or recapitalization which, in the case of any such transaction is effected in such a manner that the holders of Common
Stock are entitled to receive stock, securities, cash or other assets with respect to or in exchange for Common Stock, then the Exercise Price and the kind and amount of stock, securities, cash or
other assets issuable upon exercise at the time of the record date for such dividend or distribution or the time of the effective date of such subdivision, split, combination, consolidation, merger,
reorganization, reclassification or recapitalization shall be adjusted as indicated in Sections 2.1 (a) through 2.1 (d) below. The foregoing adjustments shall be made successively
whenever any event listed above shall occur.



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2.2   In
case the Company shall issue or sell any Common Stock (other than Common Stock issued (i) other than to David G. Hanna, Frank J, Hanna III, or their
affiliates, pursuant to any compensation plan or arrangement for employees, directors and/or consultants of the Company,providedthat the compensation
plan (x) is consistent with industry practice and (y) was approved by the Company's Board of Directors, (ii) upon exercise or conversion of any security the issuance of which
caused an

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adjustment
under Sections 2.3 or 2.4 hereof, or (iii) in a transaction which results in an adjustment pursuant to Section 2.1 above) without consideration or for a consideration per
share less than the Exercise Price on the date of such issuance, the Exercise Price to be in effect after such issuance or sale shall be equal to the value of a fraction, the numerator of which shall
be the sum of (a) the Aggregate Exercise Price for the Warrant immediately prior to the issue or sale of Common Stock contemplated in this Section 2.2 plus (b) the aggregate
consideration paid for the Common Stock being issued or sold, and the denominator of which shall be the sum of (x) the number of Warrant Shares for which the Warrant could then be exercised, on
the basis of the Exercise Price in effect prior to such issuance or sale and (y) the number of shares of Common Stock being issued or sold.

For
the purposes of any adjustment of the Exercise Price and the number of Warrant Shares pursuant to this Section 2.2, the following provisions shall be applicable:



2.3   In
case the Company shall fix a record date for the issuance of any Equity-Linked Securities (other than Common Stock to be issued in a transaction which results in an
adjustment pursuant to Section 2.1 above) to the holders of its Common Stock or other securities entitling such holders to subscribe for or purchase shares of Common Stock (or securities
convertible into or exchangeable for shares of Common Stock) for a consideration per share of Common Stock (or having a conversion price or exchange price per share of Common Stock, if it is a
security convertible into or exchangeable for shares of Common Stock) less than the Exercise Price on such record date, the maximum number of shares of Common Stock issuable upon exercise, conversion
or exchange of such Equity-Linked Securities shall be deemed to have been issued and outstanding as of such record date and the Exercise Price shall be adjusted pursuant to Section 2.2 hereof,
as though such maximum number of shares of Common Stock had been so issued for an aggregate consideration payable by the holders of such Equity-Linked Securities as a condition to their receipt of
such shares of Common Stock. In case any portion of such consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in
Section 2.2 hereof. Such adjustment shall be made successively whenever a record date for the issuance of such Equity-Linked Securities is fixed; and in the event (x) that such
Equity-Linked Securities are not so issued or expire unexercised, or (y) of a change in the number of shares of Common Stock to which the holders of such Equity-Linked Securities are entitled
(other than pursuant to adjustment provisions therein comparable to those contained in this Section 2), the Exercise Price shall again be adjusted to be the Exercise Price which would then be
in effect in the case of clause (x), if such record date had not been fixed, or in the case of clause (y), if such holder had initially been entitled to such changed number of shares of
Common Stock.

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2.4   In
case the Company shall sell or issue any Equity-Linked Securities (other than options or other securities issued pursuant to a compensation plan or arrangement
described in Section 2.2), and the consideration per share of Common Stock implied by such Equity-Linked Securities (including, if applicable, the price per share of Common Stock at which they
may be exercised, converted or exchanged) is less than the Exercise Price on the date of such sale or issuance, the maximum number of shares of Common Stock issuable upon exercise, conversion or
exchange of such Equity-Linked Securities shall be deemed to have been issued and outstanding as of the date of such sale or issuance and the Exercise Price shall be adjusted pursuant to
Section 2.2 hereof, as though such maximum number of shares of Common Stock had been so issued for an aggregate consideration equal to the aggregate consideration paid for such Equity-Linked
Securities and the aggregate consideration payable by the holders of such Equity-Linked Securities as a condition to their receipt of such shares of Common Stock. In case any portion of such
consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in Section 2.2 hereof. Such adjustment shall be made
successively whenever such Equity-Linked Securities are issued; and in the event (x) that such Equity-Linked Securities expire unexercised, or (y) of a change in the number of shares of
Common Stock to which the holders of such Equity-Linked Securities are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this Section 2 as they may
be amended pursuant to Section 2.7), the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect in the case of clause (x), if such Equity-Linked
Securities had not been issued, or in the case of clause (y), if such holders had initially been entitled to such changed number of shares of Common Stock. No adjustment of the Exercise Price
shall be made pursuant to this Section 2.4 to the extent that the Exercise Price shall have been adjusted pursuant to Section 2.3 upon the setting of any record date relating to such
Equity-Linked Securities and such adjustment fully reflects the number of shares of Common Stock to which the holders of such Equity-Linked Securities are entitled and the price payable therefor.

2.5   No
adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent in such price; providedthat any adjustments which by reason of
this Section 2.5 are not required to be made shall be carried forward and taken into account at
such time when such adjustments would in the aggregate require an increase or decrease of at least one percent in such price. All calculations under this Section shall be made to the nearest four
decimal points.

2.6   In
the event that, at any time as a result of the provisions of this Section, the Holder upon subsequent exercise shall become entitled to receive any shares of capital
stock of the Company other than Common Stock, the number of such other shares so receivable upon exercise shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained herein.

2.7   Notwithstanding
any other provision of this Section 2, under no circumstances shall the Warrant be exercisable to purchase in excess of nineteen and nine tenths
percent (19.9%) of the outstanding Common Stock.

2.8Notices to Holder.



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3.Payment of Taxes.    The Company shall pay all documentary stamp taxes, if any, attributable to
the initial issuance of Warrant Shares upon exercise of the Warrant. The Company shall not, however, be required to pay any tax or taxes which may be payable in respect of any transfer involved in the
issuance and delivery of this Warrant, or any supplemental or replacement Warrant, or any certificate for Warrant Shares or other securities, and the Company shall not be required to issue or deliver
any such supplemental or replacement Warrants or certificates unless and until the Person(s) requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

4.Certain Covenants.

4.1   The
Company shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its
authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant, the maximum number of Warrant
Shares which may then be deliverable upon the exercise in full of this Warrant.

4.2   The
Company shall (i) use commercially reasonable efforts to comply with the current public information requirements of Rule 144 ("Rule 144") under
the Securities Act and (ii) at all times Rule 144 is available for use by Holder, furnish the Holder upon request with all information within the possession of the Company, required for
the preparation and filing of Form 144. As soon as reasonably practicable after the date hereof, or at such time as the Warrant Shares otherwise become exercisable pursuant to the terms hereof,
the Company shall, to the extent required by the rules of the NASDAQ, file with the NASDAQ a listing application or other notice as may be required with respect to the Warrant Shares and use
commercially reasonable efforts to obtain approval for the listing of such shares.

4.3   The
Company shall not close its books against the transfer of this Warrant or any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which
interferes with the timely exercise of this Warrant.

5.Representations and Warranties.

5.1    The Company hereby represents and warrants to the Holder as follows:



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5.2    The
Holder hereby represents and warrants to the Company (which shall be affirmed by the Holder on the date of the exercise of this Warrant) that (a) this Warrant
and the Warrant Shares issuable upon exercise of this Warrant (collectively, the "CompuCredit Securities") are being acquired for the Holder's own account, for investment purposes only, and not with a
view to any distribution or resale thereof in violation of the Securities Act; and (b) the Holder is a sophisticated investor with knowledge and experience in financial matters, is capable of
evaluating the merits and risks of an investment in the CompuCredit Securities, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement, is
able to bear the economic risk of its investment in the CompuCredit Securities, is presently able to afford the complete loss of such investment, and is an "accredited investor" (as defined in
Rule 501 of Regulation D promulgated under the Securities Act).

6.Holder; No Rights as Shareholder.    The Holder shall be deemed the owner of this Warrant for all
purposes. The Holder shall not be entitled by virtue of ownership of this Warrant to any rights whatsoever as a shareholder of the Company with respect to the Common Stock issuable upon exercise of
this Warrant, either at law or in equity, including, without limitation, the right to vote and to receive dividends and other distributions.

7.Transfers of Warrant.    Subject to compliance with applicable federal and state securities laws
and the requirements set forth on the legend on the face of this Warrant, this Warrant and all rights hereunder are transferable in whole or in part by the Holder to any person upon written notice to
the Company. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company
of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the holders one or more appropriate new Warrants.

8.Piggyback Registration Rights.    The Holder shall be entitled to the "piggyback" registration
rights with respect to the Warrant Shares as described in the Registration Agreement dated as of January 30, 2004, as amended, among the Company, the Holder and the other parties thereto.

9.Lost Warrant.    Upon receipt by the Company at its principal office of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft, or destruction, upon delivery of indemnity reasonably satisfactory
to the Company or, in case of any such mutilation, upon surrender and cancellation of this Warrant, the Company will issue a new Warrant of like tenor in lieu of this Warrant.

10.Expiration.    This Warrant, in all events, shall be wholly void and have no effect after
5:00 P.M. (Eastern Time) on the Expiration Date.

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11.Notices.    All notices, consents or other communications required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, or (b) one business day after being sent by a reputable overnight
delivery service, postage or delivery charges prepaid (provided that confirmation of delivery is obtained from such service), to the parties at their respective addresses set forth below:



Notices
may also be given by prepaid telegram or facsimile and shall be effective on the date transmitted if confirmed within twenty-four (24) hours thereafter by a
signed original sent in the manner provided above. Any party may change its address for notice and the address to which copies must be sent by giving notice of the new addresses to the other parties
in accordance with this Section 11, except that any such change of address notice shall not be effective unless and until received.

12.Severability.    In the event that one or more of the provisions of this Warrant shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Warrant, but this Warrant shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.

13.Governing Law.    This Warrant shall be governed by and construed in accordance with the laws of
the State of Georgia applicable to agreements made and to be entirely performed within such State without giving effect to principles of conflicts of laws.

14.Definitions.    As used in this Agreement:

(a)    "Affiliate"
means any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person
specified. The terms "control," "controlled by" and "under common control with" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, as general partner, as a limited partner with a right to receive fifty percent (50%) or more of the income or assets of a
limited partnership, by contract or otherwise.

(b)    "Aggregate
Exercise Price" means the product of (A) the number of unexpired and unexercised Warrant Shares, and (B) the Exercise Price in effect at the
time of calculation.

(c)    "Closing
Date" means January 30, 2004.

(d)    "Commitment
Step-Up Date" means the first anniversary of the date hereof, conditioned upon the certain conditions set forth in the Note Purchase Agreement,
dated as of January 30, 2004, by and among CompuCredit Credit Card Master Note Business Trust, the Company, CompuCredit Funding Corp. and the Holder.

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(e)    "Exercise
Price" means $[22.45], as adjusted pursuant to Section 2.

(f)    "Equity-Linked
Securities" means any rights, options, warrants or other securities convertible into or exercisable for shares of Common Stock.

(g)    "Fair
Market Value" means, for purposes of Section 1.1(b), and for one Warrant Share, an amount equal to:



(h)    "Indenture
Supplement" means that certain Series 2004-One Indenture Supplement, dated as of January 30, 2004, to the Master Indenture dated as
of July 14, 2000, as amended from time to time, by and among CompuCredit Credit Card Master Note Business Trust, the Company and The Bank of New York.

(i)    "NASDAQ"
means the Nasdaq Stock Market.

(j)    "Person"
means any individual, sole proprietorship, joint venture, partnership, corporation, association, cooperative, trust, estate, governmental body, administrative
agency, regulatory authority or other entity of any nature.

(k)    "Transfer"
means to dispose of or part with all or any portion of an interest (legal or equitable) by any means, direct or indirect, absolute or conditional, voluntary
or involuntary, including, but not limited to, by sale, assignment, disposition, court order, operation of law, dissolution, merger, consolidation, division, spin-off, dividend,
distribution, equitable or other distribution after divorce or separation, settlement, exchange, waiver, abandonment, gift, alienation, bequest, pledge, hypothecation, encumbrance or disposal.

14.Neutral Construction.    The parties have negotiated this Warrant and all of the terms and
conditions contained in this Warrant in good faith and at arms' length, and each party has been represented by counsel during such negotiations. No term, condition, or provision contained in this
Agreement shall be construed against any party or in favor of any party because such party or such party's counsel drafted such term, condition, or provision. Furthermore, all terms, conditions, and
provisions contained in this Warrant shall be construed and interpreted in a manner which is consistent with all other terms, conditions, and provisions contained in this Warrant.

15.Counterparts.    This Warrant may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same instrument.

[SIGNATURES
ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant to be signed by a duly authorized officer and dated as of
                        , 2004.

| |  | "Company"                           
| |  | ------------------------------------
| |  | COMPUCREDIT CORPORATION             
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              
| |  | "Holder"                            
| |  | MERRILL LYNCH & MORTAGE CAPITAL INC.
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              

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SCHEDULE A

FORM OF EXERCISE

(To
be executed by the Holder)

1.     The
undersigned hereby elects to purchase                        (leave blank if you choose Alternative No. 2 below) shares of
Common Stock of CompuCredit Corporation
(the "Company") pursuant to the terms of the Warrant Agreement dated as of January 30, 2004, issued by the Company (the "Warrant), and
tenders herewith payment of the purchase price of such shares in full. (Initial here if the undersigned elects this alternative).

2.     In
lieu of exercising the Warrant for cash or check, the undersigned hereby elects to effect the net issuance provision of Section 1.1(b) of the Warrant and
receive                        (leave blank if you choose Alternative No. 1 above) shares of Common Stock of the Company
pursuant to the terms of the Warrant. (Initial here if the undersigned elects
this alternative).

3.     Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

|         
|---------
|(Name)   
|         
|         
|(Address)

4.     The
Holder hereby affirms that the representations and warranties set forth in Section 5.2 of the attached Warrant are true and correct on the date hereof as if
made on and as of the date hereof.

|Dated: |  |  |  |                    
|------ |  |  |  | -------------------
|       |  |  |  | Signature of Holder

|Social Security or Employer Identification |  | 
|------------------------------------------ |  | 
|Number of Holder:                          |  | 

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