June 20, 2001 (Amended, July 2, 2001)

Steven Rubinow
1344 Waukegan Rd.
Northbrook, IL. 60062

Dear Steve,

      This letter acknowledges that you and the company have decided to
terminate your employment from NextCard, Inc. (the "Company"), and sets out the
terms of the Termination Agreement, which the Company is prepared to enter into
with you. Together with your Employee Confidential Information and Inventions
Agreement,this letter constitutes the entirety of your agreement with the
Company. Please refer to your Employee Confidential Information and Inventions
Agreement for a statement of your continuing obligations of confidentiality.

      1.    You hereby resign all offices and positions with NextCard and all
            related subsidiaries or affiliates, effective June 11, 2001. Your
            employment and all positions you have held with the Company will be
            deemed terminated effective that day. You acknowledge receipt of all
            wages due, including any accrued Vacation/PTO balance, through June
            11, 2001.

      2.    As of June 11, 2001, pursuant to the 1997 NextCard Stock Plan you
            are vested in the following options:

            (a)   Options to purchase 26,833 `Restricted' shares of NextCard,
                  Inc. at ten cents ($0.10) per share from your Option Grant
                  SP-1;

            (b)   Options to purchase 37,500 shares of NextCard, Inc. at
                  $15.6875 per share from your Option Grant #737.

            Those options are subject to and may be exercised consistent with
            the terms of your respective Stock Option Agreements. The exercise
            period for these options is within 90 days of your termination date,
            June 11, 2001. You acknowledge that you have no other rights to
            options, or other securities under the 1997 NextCard Stock Plan, or
            under any agreement for stock options, and that any other grants
            made to you in such agreements were unvested as of June 11, 2001,
            and therefore will not vest and are forfeited and released.

      3.    In consideration for the agreements set forth herein, the Company
            agrees to pay you a separation benefit, to which you are not
            otherwise entitled, as follows:

            (a)   You will receive an amount equal to six (6) months of your
                  regular gross wages, less taxes and applicable deductions, and
                  these amounts will be paid in installments over six (6 months)
                  beginning with the first full payroll cycle after your signed
                  agreement becomes effective (as provided in Section 1.9.7,
                  below), with additional payments consistent with the standard
                  Company payroll process and schedule.

            (b)   If you elect COBRA coverage under the company's medical and
                  dental group plans, the company will pay for the cost of such
                  coverage through January 31, 2002.



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            (c)   You retain as your personal property, the company issued
                  laptop computer, an IBM A20.

      4.    If, during the period ending one year after the Effective Date of
            this Agreement, you have not become employed by, rendered services
            to, become associated with, created, or invested in (other than
            investments in public companies at the level of not more than 1%)
            any "Designated Competitive Business", and you have not breached any
            other provisions of this Agreement, including those set out below,
            under "Terms of the Agreement", then NextCard will issue to you or
            your estate immediately exercisable warrants to purchase the
            following amounts of Company stock:

            (a)   to purchase the remaining unvested portions of your Grant
                  SP-1, which is 42,167 shares of stock in the Company, at $0.10
                  per share, fully vested, subject to the usual conditions that
                  such warrants are issued by NextCard. (specifics as to
                  conditions?)

            (b)   to purchase the unvested portions of your Grants #1423 and
                  #1621, which would have otherwise vested on June 22, 2001 (but
                  for the termination of your employment), and which total
                  112,500 shares of stock at an average price of $8.4766 per
                  share, subject to the usual conditions that such warrants are
                  issued by NextCard.

            The exercise period for these warrants will be 90 days from date of
            issuance to you. For purposes of this provision a "Designated
            Competitive Business" is limited to the following: (i) businesses
            whose primary purpose involves the extension or the direct marketing
            of consumer credit (but in the case of employment or rendering of
            services, only to the extent that your employment or rendering of
            services actively involves the consumer credit side of such a
            business); (ii) development of internet based payment systems,
            including any business which has, as a primary focus of its
            business, internet-based person to person payments or electronic
            bill presentment or payment; (iii) electronic banking; (iv)
            electronic wallet companies. At your request, NextCard, in its sole
            discretion, may agree in writing that your employment by or
            rendering of service to, association with, creation of, or
            investment in a particular entity will be excluded from the
            definition of "Designated Competitive Business," for purposes of
            this Paragraph. To receive warrants pursuant to this provision, you
            will be required to certify under oath that you have complied with
            the requirements stated above, and in response to requests by
            NextCard, to provide information about the identity of your employer
            other activities during the one (1) year period adequate to permit
            NextCard to verify your compliance.

            Payments made pursuant to this Agreement will be delivered to you by
            U.S. Mail at your last address of record with the Company,
            commencing on the next regular payroll date after the effective date
            of this Agreement, as defined below, contingent on your signing of
            the agreement. All payments shall be subject to all required or
            permitted payroll deductions based upon information on file with the
            Company at the time of your separation. Such payments are reportable
            to the Internal Revenue Service, and you will be responsible for all
            tax consequences to you relating to such payments, and agree to hold
            the Company harmless, and indemnify the Company for any liabilities,
            costs and attorneys fees associated with any claim against the
            company related to your tax liabilities or claimed tax liabilities.
            TO RECEIVE THE BENEFITS STATED ABOVE, YOU AGREE TO THE FOLLOWING:



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TERMS OF THE AGREEMENT

      1.1   You accept the payments and benefits provided to you under this
            Agreement as a full and complete settlement, payment and
            satisfaction of, and you hereby fully and completely release, any
            and all claims you may have or assert against the Company and/or its
            employees, directors and agents (the "Released Parties"), whether
            known or unknown, asserted or unasserted, against any of the
            Released Parties arising out of your employment with the Company or
            the termination of that employment, or any other matter whatsoever
            based on any fact or circumstance existing as of the effective date
            of this Agreement, including (without limitation) all claims against
            any Released Party under any federal, state, or local discrimination
            or employment law (including the National Labor Relations Act, Title
            VII, the Age Discrimination in Employment Act, the Older Workers
            Benefit Protection Act, Americans with Disabilities Act, the Family
            and Medical Leave Act, the California Fair Employment and Housing
            Act, the California Family Rights Act, the Fair Labor Standards Act,
            the California Labor Code, and all state wage and hour laws), all
            claims for vested or unvested securities or options, express or
            implied contract, any state or federal Constitutional provision, any
            government regulations, any tort, and any statute or the common law
            of the United States or any state.

      1.2   You agree that other than a claim to the California Employment
            Development Department for unemployment benefits, you shall neither
            file nor benefit from any legal action, agency charge, suit or claim
            against the Company or its employees, directors or agents brought by
            any person or persons arising out of your employment with the
            Company or the termination of that employment, including any suit or
            claim under any federal, state or local discrimination law, and you
            waive and release any right to any remedy in any action or agency
            proceeding involving any of the claims released in this Agreement,
            all of which are deemed fully satisfied and paid. This paragraph is
            material and the essence of this Agreement and, if you violate it,
            you will forfeit all benefits you receive under this Agreement, and
            agree to reimburse the Company for any payments, liabilities or
            losses, including attorneys' fees and costs, it may incur because of
            your violation.

      1.3   You agree that you have read and are familiar with the terms of
            Section 1542 of the Civil Code of California, which provides:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release, which if known to him must have
                  materially affected his settlement with the debtor."

            You agree that any rights accorded under Section 1542 or any similar
            statute or common law of any other state are hereby waived to the
            full extent that they may be lawfully waived.

      1.4   You represent and agree that you have not assigned, transferred (by
            operation of law or



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            otherwise) or encumbered any claim herein released to any third
            party, and that no third party has any such claim; and that you have
            full right and authority, without the consent of any other person or
            entity, to enter into and give effect to this Agreement. You agree
            to hold harmless and indemnify each of the Released Parties for any
            claim based on your assignment, transfer or encumbrance prohibited
            by this paragraph.

      1.5   You agree not to disclose this Agreement or the existence of this
            Agreement or its terms to any person (other than your immediate
            family and legal or financial advisors) without prior written
            approval from the Company, unless required by law. You acknowledge
            that you have been given the opportunity to consult with family and
            advisors of your choice regarding this Agreement. Should you elect
            to take advantage of this opportunity, you will obtain such
            advisors' agreement to keep confidential the existence of this
            Agreement and its terms, and any disclosure of facts or information
            prohibited by this paragraph by such family and advisors shall be
            deemed a disclosure by you. This provision is material to the
            Company, a violation of which discharges the Company's payment
            obligations, but all release provisions shall survive.

      1.6   As noted in the opening paragraph, you have important and continuing
            obligations to the Company which you have undertaken in the Employee
            Confidential Information and Inventions Agreement ("Agreement"),
            executed by you at the outset of your employment with the Company,
            as well as similar obligations imposed by law. For example, you
            acknowledge that you have had access to certain confidential and
            proprietary information concerning the company's customers,
            employees, business, and other matters of concern to the Company
            that the Company holds in confidence. In order to protect the
            Company's important and legitimate interests, you agree that you
            will not disclose, use, or allow to be used any such confidential
            and proprietary information without the prior written permission of
            the Company, and will use your best affirmative efforts to see that
            such information is not used or disclosed by other than the Company.
            Such information includes, but is not limited to, the Company's
            customer lists, customer information and preferences, employee data,
            employee and payroll information, business plans, marketing plans,
            pricing formulas or methods, cost calculations or estimations,
            profit margins, contracts with customers, agents, employees, and
            clients, any other contract, trade secrets, methods, processes,
            formulas, and the like which may have been designated or maintained
            as confidential from time to time by the Company.

      1.7   Each party agrees to make no public or voluntary statement (whether
            orally or in writing) disparaging of, or likely to damage the
            reputation of, the other (including, in the case of NextCard, any
            affiliate of NextCard, or any officer, director or employee of
            NextCard). Nothing in this Section is intended to require you or any
            officer, director or employee of NextCard to testify other than
            truthfully when testifying as required by law. Additionally,
            NextCard shall notify your manager and the human resources
            department that all reference requests concerning your future
            employment should be referred to John Hashman or to Human Resources.

      1.8   In addition, if you have not already done so, you agree to
            immediately return all property belonging to the Company including,
            but not limited to, company records, passwords, access codes,
            documents or other information, along with all copies, pagers,
            cellular phones, personal



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            computer equipment and software, automobiles, company credit cards
            and any other equipment or documents, including all copies thereof,
            belonging to the Company.

      1.9   You acknowledge that you have entered into this Agreement
            voluntarily and with full knowledge of its final and binding effect,
            and you specifically represent and acknowledge the following:

            1.9.1 You would not have been entitled to receive the separation
                  benefits set forth above had you rejected this Agreement;

            1.9.2 You have carefully read this entire Agreement and understand
                  all the terms of this Agreement, particularly the Release
                  provisions;

            1.9.3 You have freely, voluntarily, and knowingly entered into this
                  Agreement;

            1.9.4 You may take up to twenty-one (21) days from the date of the
                  Agreement to consider this Agreement;

            1.9.5 You may revoke or cancel this Agreement within seven (7) days
                  of signing it by delivering written notification to the
                  Company's California Human Resources Department of a decision
                  to revoke this Agreement;

            1.9.6 You understand that the written revocation notice referred to
                  in paragraph 1.10.5 above must be sent to Julius Schillinger,
                  NextCard, Inc, 595 Market Street, Suite 1800, San Francisco,
                  CA 94105 and must be received by 5:00 p.m. at that address
                  before the end of the seventh day after you sign this
                  Agreement;

            1.9.7 Except for effective date of the termination of employment
                  referenced in Paragraph 1, this Agreement shall only become
                  effective after the seven-(7) day revocation period has
                  expired. Notwithstanding anything else in this Agreement, if
                  you deliver a proper notice of revocation after signing this
                  Agreement, you agree to return to the Company any
                  consideration received pursuant to this Agreement during the
                  seven (7) day revocation period; except for effective date of
                  the termination of employment referenced in Paragraph 1, this
                  Agreement shall only become effective once it has been
                  executed by all parties;

            1.9.8 You understand that this Agreement does not waive any rights
                  or claims that may arise after the effective date of this
                  Agreement; and

            1.9.9 You have not relied on any oral or written statements that are
                  not set forth in this Agreement in determining whether to
                  enter into this Agreement.

      Although your employment with NextCard will be deemed terminated as of the
date indicated in Paragraph 1, above, the offer of the additional terms of this
Agreement will remain open until July 12, 2001. If you have not signed and
returned the document by that date, this offer will be deemed



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revoked and withdrawn. The written notification must be returned to Julius
Schillinger, NextCard, Inc., 595 Market St., Suite 1800, San Francisco, CA.
94105. Neither this Agreement nor the offer of this Agreement shall be
considered any indication or admission of wrongdoing by the Company; it is
offered in accordance with the policies underlying Federal Rules of Evidence,
Rule 408, and California Evidence Code Section 1152 and shall not be admissible
in any proceeding except a proceeding to enforce its terms.

      Except for the Employee Confidential Information and Inventions Agreement
or any prior written agreement between the parties that is independent of your
employment with the Company, this Agreement constitutes the complete
understanding between you and the Company and supersedes any and all prior
agreements or understandings, no matter their form, concerning your employment
with the Company or the subject matter of this Agreement. No promises or
agreements made by you and Company after this Agreement becomes effective shall
be binding unless in writing and signed by you and an authorized Company
officer. If any provision of this Agreement is ruled invalid or unenforceable,
that provision shall be deemed excised and the remainder of the Agreement shall
remain valid and enforceable, except that all of the Company's obligations under
this Agreement are conditioned on the effectiveness of the releases set forth
herein. This Agreement shall in all respects be governed, enforced and
interpreted under the laws of the State of California as governs transactions
occurring entirely in California between California residents, and any action
related to your employment or this Agreement shall be conducted in the state or
federal courts of San Francisco County, California, without objection based on
personal jurisdiction, venue or convenience.

      In closing, we again wish to remind you of the important and continuing
obligations to the Company which you have undertaken in the Employee
Confidential Information and Inventions Agreement, executed by you at the outset
of your employment with the Company, as well as similar obligations imposed by
law. Because its proprietary information and trade secrets are of utmost
importance to the Company, we will act vigorously to enforce those rights,
should it ever become necessary.

      If this letter accurately sets forth our understanding, please date, sign
and return this letter to Julius Schillinger in Human Resources by end of
business (PDT) July 12, 2001.

Best Regards,

NextCard, Inc.                               ACCEPTED:


By: John Hashman, Chief Executive Officer
    -------------------------------------    -----------------------------------
    Printed Name/Title                       Printed Name


    -------------------------------------    -----------------------------------
    Signature                                Signature



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Source: OneCLE Business Contracts.