INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR Agreement, together with any exhibits hereto
(collectively, the "AGREEMENT") is entered into as of as of January 1, 2001 (the
"EFFECTIVE DATE") by and between Tim Coltrell ("COLTRELL") and NextCard, Inc., a
Delaware Corporation, (the "COMPANY"). The parties agree as follows:

1.      INDEPENDENT CONTRACTOR

        1.1    CONTRACTOR. Coltrell, who voluntarily terminated his employment
               with the Company, effective as of December 31, 2000, shall
               provide certain general business consulting services (the
               "SERVICES"), as directed by Jeremy Lent, John Hashman and Yinzi
               Cai, officers of the Company. Coltrell shall deliver to the
               Company his work product (the "DELIVERABLES"), and will act
               solely as an independent contractor. Coltrell will not be
               considered, under the provisions of this contract, as having an
               employee status, or the status of an agent or partner of the
               Company.

2.      COMPENSATION

        2.1    PAYMENTS. As full compensation for Coltrell's Services and
               Deliverables, the Company will pay $10,500 per month for an
               average of 80 hours per month of consulting, for an 18 month
               period from the Effective Date through June 30, 2002.

        2.2    TAX STATUS. As an independent contractor, Coltrell will be solely
               responsible for all Federal and State taxes, of whatever
               character. The Company will prepare and file a Form 1099 for each
               taxable year in which Coltrell supplies consulting services.

        2.3    EXPENSES. The Company will reimburse Coltrell for all reasonable
               expenses related to providing his Services, provided that
               expenses above $1,500 must be approved in advance by the Company.
               Appropriate receipts must be provided.

        2.4    OTHER COMPENSATION. If, on occasion, the Company requests that
               Coltrell work more than an average of 80 hours per month in
               providing the Services, the Company will compensate Coltrell for
               the additional hours at the rate of $125 per hour. In the case
               where Coltrell spends materially less time per month providing
               the Services for the Company, the Company will deduct
               compensation at the $125 per hour rate. Coltrell shall not be
               entitled to any compensation, benefits, expenses or other
               payments, other than those specifically provided for in the
               Agreement.

3.      VESTING AND SALE OF SHARES.

        3.1    SALE OF SHARES. Coltrell's sale of shares will not exceed the sum
               of (a) up to 225,000 shares sold and to be sold in the first
               quarter of 2001 and (b) the following amounts for the following
               periods:

                  3.1.1  April 1 -- June 30, 2001 -- up to 100,000. shares

                  3.1.2  July 1 -- September 30, 2001 -- up to 100,00. shares

                  3.1.3  October 1 -- December 31, 2001 -- up to 100,000.
                         shares.

                  3.1.4  After December 31, 2001 -- no volume limitation



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               provided, that unused amounts from a prior period may be carried
               forward into a subsequent period, such that total sales under
               this provision shall not exceed 525,000 shares in 2001.

        3.2    WRITTEN AFFIRMATION. Coltrell shall not have violated any
               applicable securities laws or Company policies associated with
               the sale of shares of the Company's stock.

        3.3    ADDITIONAL VESTING OF SHARES. During Coltrell's employment, he
               was granted employee stock options, through Option Grants Nos. 1
               and 3, for 315,000 shares and 562,500 shares, respectively. The
               Company will vest 50,000 of Coltrell's remaining unvested options
               to purchase shares of the Company's stock on July 1, 2002, if
               Coltrell does not violate any portion of the Agreement during its
               term. The remaining 48,720 of Coltrell's remaining unvested
               options to purchase shares of the Company's stock will vest in
               equal portions of 1/18 (i.e., approximately 2,706.667) for each
               month during which this Agreement is in effect.

4.      PROPRIETARY RIGHTS

        DISCLOSURE. Coltrell understands that as part of this Agreement,
        Coltrell may be asked to create or contribute to the creation of ideas,
        concepts, themes, inventions, designs, improvements, developments,
        discoveries and other work product, relating to and including the
        Services to be rendered and the Deliverables to be provided in the
        Agreement (collectively, the "WORK PRODUCT"). Coltrell acknowledges that
        the Work Product, shall be the sole and exclusive property of the
        Company. All files, records, documents, drawings, specifications,
        equipment and similar items related to the Company's business and the
        Work Product, whether prepared by Coltrell or otherwise coming into
        Coltrell's possession, shall remain the exclusive property of the
        Company.

        4.1    SUBSEQUENT ENGAGEMENT. For a period of 18 months, from the
               Effective Date through June 30, 2002, Coltrell shall not have
               become employed by, render services to, become associated with,
               create, or invest in (other than investments in public companies
               at the level of not more than 1%) any of the following
               businesses:

                  4.1.1  businesses directly competing with the Company or
                         businesses involving the direct marketing of consumer
                         credit financial services via the Internet channel. For
                         purposes of the Agreement, such companies include, but
                         are not limited to: Providian Financial, Capital One
                         Financial, American Express, MBNA Corp., Juniper
                         Financial (including Juniper's parent, Canadian
                         Imperial Bank of Commerce) or FirstUSA. The Company
                         reserves the right to waive this condition in
                         particular cases, as requested by Coltrell. Any
                         competition by Coltrell that violates the foregoing
                         conditions will result in the loss of the accelerated
                         vesting rights described above, in Section 3.3
                         (Additional Vesting of Shares) to which he is not
                         otherwise entitled. Coltrell and The Company
                         acknowledge and agree that the foregoing conditions are
                         not covenants of Coltrell. For example, the foregoing
                         is not a "non-compete" agreement.



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5.      CONFIDENTIAL INFORMATION

        5.1    NONDISCLOSURE OF TRADE SECRETS. Coltrell shall keep the Company's
               Trade Secrets (and Trade Secrets of any company or client
               contracted to the Company), whether or not prepared or developed
               by Coltrell, in the strictest confidence. Coltrell will not use
               of disclose such secrets to others without the Company's written
               consent, except when necessary to perform Coltrell's obligations
               under this Agreement. "Trade Secrets" means information or
               material that is commercially valuable to the Company, and not
               generally known in the industry including, without limitation,
               and all:

                  5.1.1  Information concerning the Company's products and
                         services, including product data and specifications,
                         diagrams, flow charts, drawings, test results,
                         know-how, processes, inventions, research, projects,
                         product development and similar information relating
                         thereto;

                  5.1.2  Information concerning the Company's business,
                         including cost information, profits, sales information,
                         accounting and unpublished financial information,
                         business plans, markets and marketing information and
                         advertising strategies;

                  5.1.3  Versions of the Company's proprietary computer software
                         (including source code and object code), hardware,
                         firmware and documentation;

                  5.1.4  Information concerning the Company's employees,
                         including their salaries, strengths, weaknesses and
                         skills;

                  5.1.5  Information submitted by the Company's clients,
                         suppliers, employees, independent contractors,
                         Contractors or co-venturers with the Company for study,
                         evaluation of use;

                  5.1.6  Any and all information related to the Services of
                         Coltrell.

                  5.1.7  Any other information not generally known to the public
                         which, if misused or disclosed, could reasonable be
                         expected to adversely affect the Company's business.

        5.2    NO BREACH, ETC. Coltrell shall not have breached any contractual
               obligation to the Company and, for a period of eighteen months
               after the Effective Date, Coltrell shall not have directly or
               through others caused an employee of the Company to leave the
               employ of the Company.

        5.3    MARKETING PARTNERS. For a period of eighteen months after the
               Effective Date, Coltrell shall not have directly or through
               others caused, instigated or played a material role in any of the
               Company's marketing partners having terminated their
               relationships with the Company.



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6.      CONTRACTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS

        6.1    RIGHTS IN SERVICES. Coltrell represents and warrants that
               Coltrell will (a) not infringe upon any copyright, patent, trade
               secret or other property right of the Company, any former
               employer of other third party in the performance of the Services
               required by this Agreement; (b) has not accepted and will not
               accept directly or indirectly from any person or entity, other
               than the Company, any money, service, or other valuable
               consideration for the inclusion of all or any part of the
               Services of Coltrell in any product, program or service.

        6.2    AUTHORITY. Coltrell represents and warrants that Coltrell has the
               full power and authority to execute and deliver this Agreement
               and to perform its obligations hereunder; and this Agreement
               constitutes a valid and binding Agreement between the parties,
               enforceable according to its terms, except as limited by
               applicable bankruptcy laws and other laws of general application
               relating to insolvency or the protection of creditor's rights.

7.      TERM AND TERMINATION

        7.1    TERM OF AGREEMENT. This Agreement becomes effective on the
               Effective Date and will remain in effect, through June 30, 2002,
               or until terminated as set forth in Section 7.2.

        7.2    TERMINATION OF AGREEMENT. If the Company's Chief Executive
               Officer determines, at any time during the term of this
               Agreement, that Coltrell's consultancy should be terminated, he
               will so advise Coltrell, in writing, and Coltrell's consultancy
               will terminate at the end of the calendar month in which such
               notice is delivered.

                  7.2.1  Except as otherwise provided in the Agreement, upon
                         termination of the Agreement for any reason, each party
                         shall be released from all obligations and liabilities
                         to the other occurring or arising after the date of
                         termination; provided, that no termination of this
                         Agreement shall affect the continuing obligations of
                         the parties, as set forth in Sections 3, 4, 5 and 6.

8.      This Agreement and the respective rights and obligations of the parties
        shall inure to the benefit of and be binding on their respective
        successors, assigns and legal representatives, including Coltrell's
        estate, executors, administrators, heirs, legatees or devisees.

9.      This Agreement has been duly authorized, executed and delivered by the
        parties hereto and constitutes the valid and binding obligation of the
        parties, enforceable against the parties in accordance with its terms.
        This Agreement shall be construed, interpreted and enforced in
        accordance with the laws of the State of California without reference to
        any conflict of law provisions.



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10.     Other than as expressly set forth herein, this Agreement supersedes all
        proposals, oral or written, any employment agreements, all negotiations,
        conversations, or discussions between or among the parties relating to
        the subject matter of this Agreement and all past dealing or industry
        custom. No changes, modifications, or waivers are to be made to this
        Agreement unless evidenced in writing and signed for and on behalf of
        both parties. In the event that any provision of this Agreement shall be
        determined to be illegal or unenforceable, that provision will be
        limited or eliminated to the minimum extent necessary so that this
        Agreement shall otherwise remain in full force and effect and
        enforceable.

ACKNOWLEDGED AND AGREED TO:

                                             NextCard, Inc.
-----------------------------------
Timothy Coltrell
                                             By:
                                                --------------------------------

                                             Its: Chief Executive Officer



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Source: OneCLE Business Contracts.