CO-BRANDED BANKCARD AGREEMENT

THIS CO-BRANDED BANKCARD AGREEMENT, incorporating any schedules or exhibits attached hereto (collectively the "Agreement"), dated as of November 8,1999, ("Effective Date") is entered into between Amazon. com, L.L.C., a Delaware limited liability company and an affiliate of Amazon. com, Inc., a Delaware corporation, with its principal place of business at 1200 Twelfth Avenue South, Suite 1200, Seattle, Washington ("Amazon. com") and NextCard, Inc. a Delaware corporation with its principal place of business at 595 Market Street, San Francisco, California ("NextCard").

RECITALS

Whereas, NextCard presently operates a VISA (R) credit card program under which bankcards are issued by Next Bank, N. A. (the " issuer"), a member of VISA International Service Association ("VISA");

Whereas, Amazon. com and its affiliates presently hold all worldwide right, title, and interest in and to the Amazon. com web site currently located at www. amazon. com (the "Property") including, but not limited to all worldwide copyrights therein (the "Amazon. com Copyrights") and trademarks, trade names and logos relating thereto (the "Amazon. com Marks") and all subsidiary rights therein and is engaged in the business of operating the Property, and NextCard presently holds all worldwide right, title, and interest in and to the NextCard. com web site currently located at www. NextCard. com and its financial services operations (the "Business") including, but not limited to all worldwide copyrights therein (the "NextCard Copyrights") and trademarks, trade names and logos relating thereto (the "NextCard Marks") and all subsidiary rights therein and is engaged in the operating the Business;

Whereas, Amazon. com and NextCard (each a "Party" or "party" or collectively the "Parties" or "parties") desire to market a bankcard issued by the Issuer and branded with the NextCard Copyrights and Amazon. com Copyrights (collectively, the "Copyrights") and NextCard Marks and Amazon. com Marks (collectively, the "Marks") and with the VISA trademarks, trade names and/or logos (the "VISA Marks") and;

Whereas, this Agreement sets forth the terms and conditions under which the Parties shall participate in marketing the Co-Branded Card and the respective rights and obligations with respect to Co-Branded Accounts and to the individuals to whom Co-Branded Cards are issued.

NOW, THEREFORE, NextCard and Amazon. com agree as follows:

SECTION ONE

DEFINITIONS

1.1 "Account Fee" is defined in Section 1 of Schedule C.

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