COMPUCREDIT CORP
EXHIBIT 10.5.6
<DOCUMENT>
<TYPE>EX-10.5-6
<SEQUENCE>6
<FILENAME>a2041072zex-10_56.txt
<DESCRIPTION>EXHIBIT 10.5.6
<TEXT>

<PAGE>

                                                                  EXHIBIT 10.5.6

                      AMENDMENT TO AFFINITY CARD AGREEMENT

     THIS AMENDMENT TO AFFINITY CARD AGREEMENT (this "Amendment") is dated as of
January 1, 2000, among COLUMBUS BANK AND TRUST COMPANY ("CB&T"), COMPUCREDIT
CORPORATION ("COMPUCREDIT") and COMPUCREDIT ACQUISITION CORPORATION ("CAC");

                              W I T N E S S E T H :

     WHEREAS, CB&T, CompuCredit and CAC are parties to that certain Affinity
Card Agreement dated as of January 6, 1997 (as amended prior to the date hereof,
the "Agreement");

     NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the parties hereto covenant and agree as
follows:

     1. AMENDMENTS TO AGREEMENT.

     A new Section 2.20 is hereby added to the Agreement as set forth below:

          2.20 CHARGED-OFF ACCOUNTS. During the term of the Agreement, on the
     last business day of each calendar month, CB&T shall automatically and
     without further action or consideration be deemed to, and hereby does,
     transfer, set over and convey to CompuCredit all of its right, title and
     interest in and to each Account that has been charged-off as uncollectible
     during such calendar month in accordance with the policies and procedures
     specified in the Manual, and, on and after each such date, CompuCredit
     shall automatically and without further action or consideration be deemed
     to, and hereby does, assume CB&T's obligations with respect to each such
     Account. CompuCredit shall pay all transfer taxes, if any, in connection
     with the conveyances contemplated by this Section 2.20. CB&T and
     CompuCredit intend that such sale of the Accounts under this Section 2.20
     is intended to be an absolute transfer of all of CB&T's interest in, to and
     under such Accounts, providing CompuCredit with the full benefits of
     ownership of same, and CB&T and CompuCredit do not intend these
     transactions to be, or for any purpose to be characterized as, a loan
     secured by such Accounts. If despite such intention, a court characterizes
     the sale of Accounts hereunder as a loan rather than an absolute transfer,
     then this Agreement shall be deemed to be, and hereby is a security
     agreement, within the meaning of the Uniform Commercial Code in effect in
     any relevant jurisdiction, and CB&T hereby grants to CompuCredit, a first
     priority perfected security interest in, to and under all of CB&T's right,
     title and interest in, to and under each and every Account transferred to
     CompuCredit pursuant to this Section 2.20, whether now existing or
     hereafter acquired or arising for the purpose of securing CompuCredit's
     rights under this Agreement.


<PAGE>

     2. EFFECT OF AMENDMENT. Except as set forth expressly hereinabove, all
terms of the Agreement shall be and remain in full force and effect, and shall
constitute the respective legal, valid, binding and enforceable obligations of
the parties thereto. The amendments contained herein shall be deemed to have
prospective application only, unless otherwise specifically stated herein.

     3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.

     4. SECTION REFERENCES. Section titles and references used in this Amendment
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreements among the parties hereto evidenced hereby.

     5. GOVERNING LAW. This Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.


                                       2
<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed, under seal, by its duly authorized officer as of
the day and year first above written.


                                     COLUMBUS BANK & TRUST COMPANY


                                     By:____________________________
                                         Title:

                                                                    (SEAL)

                                     COMPUCREDIT CORPORATION


                                     By:____________________________
                                         Title:

                                                                    (SEAL)

                                     COMPUCREDIT ACQUISITION CORPORATION

                                     By:____________________________
                                         Title:

                                                                    (SEAL)

Received and Acknowledged:

Bankers Trust Company, as Trustee

By:___________________________
   Name:
   Title:

                                       3

<PAGE>


                      AMENDMENT TO AFFINITY CARD AGREEMENT

     THIS AMENDMENT TO AFFINITY CARD AGREEMENT (this "Amendment") is dated as of
July 14, 2000, among COLUMBUS BANK AND TRUST COMPANY ("CB&T"), COMPUCREDIT
CORPORATION ("COMPUCREDIT") and COMPUCREDIT ACQUISITION CORPORATION ("CAC");


                              W I T N E S S E T H :

     WHEREAS, CB&T, CompuCredit and CAC are parties to that certain Affinity
Card Agreement dated as of January 6, 1997, (as amended prior to the date hereof
the "Agreement");

     WHEREAS, CB&T, CompuCredit and CAC wish to amend certain provisions of the
Agreement in order to allow CompuCredit to perform certain services with respect
to MasterCard credit cards issued by CB&T to certain consumers with whom
CompuCredit has certain relationships, subject to the terms and conditions
hereof;

     NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the parties hereto covenant and agree as
follows:

          1. AMENDMENTS TO AGREEMENT.

     (a) Each of the following definitions set forth in Section 1.1 of the
Agreement is amended and restated in its entirety as set forth below in proper
alphabetical order:

          "Credit Card" or "Card" shall mean each Visa Card and MasterCard
     issued by CB&T which is identified by the bank identification numbers
     specified on Schedule A hereto, as such Schedule A may be amended from time
     to time.

     (b) The following new definitions are hereby added to Section 1.1 of the
Agreement in proper alphabetical order:

          "Alternative Logo" shall mean a logo and/or trademark requested by
     CompuCredit for a Credit Card in addition to Aspire.

     (c) Section 2.1 of the Agreement is amended and restated in its entirety as
set forth below:

          2.1 ISSUANCE OF CREDIT CARDS. CB&T shall issue Credit Cards to each
     applicant for a Card who qualifies for such type of Card under the Credit
     Criteria (as defined in Section 2.3 hereof). CB&T shall extend credit with
     respect to said Credit Cards, and CompuCredit shall not be considered a
     creditor on any Credit Card Account for any purpose whatsoever. Subject to
     the Operating Regulations (as defined in Section 2.11 hereof) and the terms
     of Section 2.9 herein, each Credit Card shall have the name, logo and/or
     trademark of Aspire Card or an Alternative Logo on the front thereof and



<PAGE>

     shall be of a design approved by CB&T, CompuCredit and Visa or MasterCard,
     as applicable.

     (d) Section 2.7(d) of the Agreement is amended and restated in its entirety
as set forth below:

          (d) Any rebates, marketing fees, revenues or other fees or discounts
     that are paid or granted by VISA or MasterCard to CB&T with respect, or
     apportionable, to Accounts shall be paid over to CompuCredit as additional
     consideration under this Agreement net of, with respect to VISA, any Visa
     Base 1 or Base 2 billings to CB&T, or with respect to MasterCard, any INET
     or INAS, with respect, or apportionable, as to each, to Accounts.

     (e) Section 2.11 of the Agreement is amended and restated in its entirety
as set forth below:

          2.11 Visa and MasterCard Memberships. At all times during the term of
     this Agreement, CB&T shall use its best efforts to maintain its membership
     in Visa and MasterCard. CB&T shall be responsible for making all reports to
     Visa and MasterCard which may be required by its membership therein. CB&T
     will comply with the operating rules and regulations of each of Visa and
     MasterCard (with respect to each, its "Operating Regulations") in
     connection with the Program. However, if CB&T loses its membership in Visa
     or MasterCard, CompuCredit may terminate this agreement and the Facilities
     Management Services Agreement without any termination fee.

     (f) Schedule A attached to this Amendment is hereby attached to the
Agreement as Schedule A to the Agreement.

     2. EFFECT OF AMENDMENT. Except as set forth expressly hereinabove, all
terms of the Agreement shall be and remain in full force and effect, and shall
constitute the respective legal, valid, binding and enforceable obligations of
the parties thereto. The amendments contained herein shall be deemed to have
prospective application only, unless otherwise specifically stated herein.

     3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.

     4. SECTION REFERENCES. Section titles and references used in this Amendment
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreements among the parties hereto evidenced hereby.

     5. GOVERNING LAW. This Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.


                                       2
<PAGE>


     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed, under seal, by its duly authorized officer as of the day and
year first above written.

                                     COLUMBUS BANK & TRUST COMPANY


                                     By:_____________________________
                                         Title:

                                                                 (SEAL)

                                     COMPUCREDIT CORPORATION


                                     By:_____________________________
                                         Title:

                                                                 (SEAL)

                                     COMPUCREDIT ACQUISITION CORPORATION


                                     By:_____________________________
                                     Title:

                                                                 (SEAL)


                                       3
<PAGE>

                                   SCHEDULE A


Bank Identification Numbers:  413481
                              456419
                              456420
                              479106
                              479107
                              433197
                              522219
                              522220
                              512070
                              435181
                              433139
                              413480



                                       4
<PAGE>


                      AMENDMENT TO AFFINITY CARD AGREEMENT
                  AND FACILITIES MANAGEMENT SERVICES AGREEMENT

     This is an Amendment (this "Amendment"), dated as of September 29, 2000, to
that certain Affinity Card Agreement (the "Affinity Agreement"), dated as of
January 6, 1997, as heretofore amended, by and among Columbus Bank & Trust
Company ("CB&T"), CompuCredit Acquisition Corporation, a Nevada corporation
("CompuCredit Acquisition") and CompuCredit Corporation, a Georgia corporation
("CompuCredit"), and to that certain Facilities Management Services Agreement
(the "Facilities Agreement"), dated as of August 1, 1998, as heretofore amended,
by and between CB&T and CompuCredit.

                                    RECITALS

     A. From time to time CB&T and CompuCredit Acquisition may enter into
transactions with third parties (each a "Seller") pursuant to which CB&T as
purchaser would purchase from such Seller only credit card accounts which have
no debit or credit balances ("zero balance accounts") and related assets. (Such
transactions may also include, and as used herein, "zero balance accounts" shall
also mean, any accounts which in fact have debit or credit balances, if they are
the subject of such a transaction which has as its purpose the acquisition of
only accounts with no debit or credit balances and which provides for the
repurchase by Seller from CB&T of accounts which are determined to have had a
debit or credit balance as of the relevant time.) Such agreement as may be
entered into among CB&T, CompuCredit Acquisition and the Seller relating to any
such transaction is referred to herein as the "Sale and Purchase Agreement". Any
assignment and assumption agreement, and any other agreements and instruments
(except for this Amendment) to which CB&T may become a party in connection with
each such acquisition of zero balance accounts, are hereinafter referred to
collectively as the "Related Agreements".

     B. This Amendment sets forth certain agreements between CB&T, CompuCredit
and CompuCredit Acquisition: (i) with respect to the status under the Affinity
Agreement and Facilities Agreement of the zero balance accounts purchased in the
closing of any such Sale and Purchase Agreement, and of future receivables
arising pursuant thereto; and (ii) otherwise pertaining to the respective rights
and obligations of CB&T, CompuCredit and CompuCredit Acquisition.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, CB&T, CompuCredit and CompuCredit
Acquisition agree as follows:

     1. CB&T, CompuCredit and CompuCredit Acquisition agree that CompuCredit and
CompuCredit Acquisition shall be jointly and severally liable for all
obligations of CompuCredit and/or CompuCredit Acquisition under the Affinity
Agreement as herein amended, regardless of whether such obligations are referred
to as the obligations of CompuCredit or of CompuCredit Acquisition, or of both
such corporations.

<PAGE>


     2. (a) CB&T shall have no obligation to purchase any zero balance accounts
unless and until CB&T elects in its sole discretion to enter into a Sale and
Purchase Agreement with respect thereto, and this Amendment creates no such
obligation; but this Amendment shall be deemed an inducement f or CB&T to enter
into any such Sale and Purchase Agreements (and any Related Agreements) as CB&T
may elect to enter into. In the event CB&T purchases zero balance accounts
("Acquired Accounts") pursuant to a Sale and Purchase Agreement, CompuCredit
Acquisition hereby irrevocably and unconditionally agrees that it shall, at the
Closing of said purchase ("Closing") and simultaneously therewith, pay CB&T, in
immediately available funds, an amount equal to ____% of the purchase price
required to be paid by CB&T at such Closing to the Seller as the purchase price
for the Acquired Accounts and any other assets acquired by CB&T from Seller at
Closing.

        (b) At CB&T's option, CompuCredit Acquisition's payment of the purchase
price as described in Section 2(a) above shall either be by wire transfer to
CB&T's account or wire transfer directly to the account of Seller in payment of
the purchase price due from CB&T to Seller in connection with the Closing of any
Sale and Purchase Agreement.

        (c) With respect to each Sale and Purchase Agreement CB&T elects to
enter into, and subject to the repurchase obligations of the Seller thereunder,
(1) each Acquired Account and any other assets acquired by CB&T pursuant to the
Sale and Purchase Agreement, shall remain the property of CB&T, and (2) each
Acquired Account, and all receivables arising pursuant to such Acquired Account,
shall,

          (i)  commencing as of the Closing Date, be subject to the terms of the
               Affinity Agreement, and

          (ii) commencing as of the "Conversion Date" (as defined in the Sale
               and Purchase Agreement) for that Acquired Account, be subject to
               the Facilities Agreement, to the extent hereinafter specified in
               this Amendment.

     3. With respect to each Sale and Purchase Agreement which CB&T elects to
enter into, upon completion of the post-Closing settlement between CB&T and
Seller (including, without limitation, any repurchase of Acquired Accounts by
Seller pursuant to the Sale and Purchase Agreement) adjusting the Purchase Price
under the Sale and Purchase Agreement, a like adjustment shall be made in the
amount paid by CompuCredit Acquisition to CB&T pursuant to Section 2(a) above
and CompuCredit Acquisition or CB&T, as the case may be, shall remit the amount
of the adjustment to the other.

     4. With respect to each Sale and Purchase Agreement which CB&T elects to
enter into, CB&T hereby covenants and agrees with CompuCredit and CompuCredit
Acquisition as follows:

          (a) [Intentionally omitted]


                                       2

<PAGE>

          (b)  CB&T shall provide an opinion of counsel (which, at CB&T's option
               may be in-house counsel of CB&T or of CB&T's parent corporation)
               dated as of the closing date of the Receivables Purchase
               Agreement (as hereinafter defined) and addressed to CompuCredit
               Acquisition, and to such other parties as CompuCredit Acquisition
               may reasonably request or as may reasonably be required to
               facilitate the closing of CompuCredit Acquisition's
               securitization transaction (the "Securitization") relating to
               CompuCredit Acquisition's interest in the Credit Card Receivables
               arising pursuant to the Acquired Accounts and sold from time to
               time by CB&T to CompuCredit Acquisition; such opinion to be in
               form and substance mutually agreed upon between CB&T and
               CompuCredit Acquisition and relating to

               (i)   CB&T's due organization and good standing as a Georgia
                     state-chartered bank, and

               (ii)  CB&T's corporate power and authority to enter into and
                     perform its obligations under the Receivables Purchase
                     Agreement (as hereinafter defined), and

               (iii) the due authorization, execution and delivery by CB&T of
                     the Receivables Purchase Agreement, and

               (iv)  CB&T's corporate power and authority to enter into and
                     perform its obligations under the subservicer Letter
                     Agreement (as hereinafter defined); and

               (v)   the due authorization, execution and delivery by CB&T of
                     the Subservicer Letter Agreement; and

               specifying, to such counsel's knowledge, whether

               (vi)  no consent, approval, authorization or order of any
                     governmental agency or body was or is required for the
                     execution and delivery by CB&T of the Receivables Purchase
                     Agreement or the performance by CB&T of its obligations
                     thereunder, except such as have been obtained and the
                     filing of Uniform Commercial Code financing statements
                     relating to the Purchased Assets (as such term is defined
                     in the Receivables Purchase Agreement); and

               (vii) neither the execution and delivery of the Receivables
                     Purchase Agreement by CB&T nor the performance by CB&T of
                     the transactions therein contemplated, nor the fulfillment
                     of the terms thereof by CB&T did or will (A) result in any
                     violation of any statute or regulation or any order or
                     decree of any court or


                                       3
<PAGE>

                    governmental authority binding upon CB&T or its property, or
                    (B) conflict with, or result in a breach or violation of any
                    term or provision, or result in a default under any of the
                    terms and provisions, of CB&T's articles of incorporation or
                    by-laws or any material indenture, loan agreement or other
                    material agreement known to such counsel to which CB&T is a
                    party or by which CB&T is bound; and

             (viii) there are no legal governmental proceedings pending (or,
                    if to such counsel's knowledge any are pending, listing
                    same) to which CB&T is a party or subject which,
                    individually or in the aggregate would have a material
                    adverse effect on the ability of CB&T to perform its
                    obligations under the Receivables Purchase Agreement, or
                    which assert the invalidity thereof, or which seek to
                    prevent any of the transactions contemplated thereby.

          (c)  Notwithstanding anything else to the contrary, CB&T hereby
               consents to the transfer and assignment, prior to the
               "Conversion Date" (as defined in such Sale and Purchase
               Agreement), for each Acquired Account, of all of its interest
               in such Acquired Account, and its rights and obligations with
               respect to such Acquired Account under that Sale and Purchase
               Agreement, to any third party designated by CompuCredit or
               CompuCredit Acquisition; provided, however, that such
               assignment shall not affect the rights of CB&T for any
               indemnification, or the rights of CB&T under the section of
               the Sale and Purchase Agreement captioned "No Proceedings or
               Claims." It is further agreed that, notwithstanding any
               inconsistent provisions in the section of any Sale and
               Purchase Agreement captioned "Consent of

          Purchaser", CB&T's consent shall be limited to that set forth herein.

          (d)  CB&T agrees, in connection with the Securitization,

               (i)  to execute and deliver a receivables purchase agreement
                    ("Receivables Purchase Agreement"), and

               (ii) to execute and deliver a subservicer letter agreement
                    ("Subservicer Letter Agreement"),

               in each case in substantially the form as the comparable
               Receivables Purchase Agreement executed by CB&T as of April
               17, 1998, as amended, and the comparable subservicer letter
               agreement executed as of October 14, 1999 as amended, but both
               revised to reflect (i) in any representations or warranties of
               CB&T any changed circumstances the failure to reflect which
               would make such representation or warranty untrue as of the
               date of execution of such Receivables Purchase Agreement, and
               (ii) that each

                                       4
<PAGE>

               Acquired Account either has no debit or credit balances prior
               to the "Conversion Date" (as defined in the applicable Sale
               and Purchase Agreement) for that Acquired Account or, if it
               has such balances, is to be repurchased (together with such
               balances) by the Seller, and (iii) changes, if any, that CB&T
               reasonably deems appropriate in connection with those Sale and
               Purchase Agreements with respect to which the Seller is not
               required to execute and file financing statements evidencing
               the purchase by CB&T of the Acquired Accounts.

          (e)  Upon the reasonable request of CompuCredit or CompuCredit
               Acquisition, CB&T agrees to cooperate with and assist
               CompuCredit and CompuCredit Acquisition in consummating the
               Securitization, such cooperation and assistance to be provided
               at the expense of CompuCredit and CompuCredit Acquisition.

     5. Commencing following the Closing of the purchase by CB&T from any Seller
of Acquired Accounts and subject to the repurchase obligations of the Seller
under the Sale and Purchase Agreement,

          (a)  "Credit Card Receivables" as defined in the Affinity Agreement
               shall include all amounts owing to CB&T on the Acquired
               Accounts including, without limitation, principal balances
               from outstanding purchases and cash advances, accrued finance
               charges, late charges, returned check charges and any other
               charges and fees, whether or not billed, as of the close of
               business on a given day, less any payments and credits
               received in respect of the Acquired Accounts prior to the
               close of business on such day,

          (b)  each of the Acquired Accounts shall be considered a "Credit Card
               Account" or "Account" pursuant to the Affinity Agreement,

          (c)  each credit card associated with the Acquired Accounts shall
               be considered a "Credit Card" or "Card" pursuant to the
               Affinity Agreement,

          (d)  each individual in whose name an Acquired Account is
               established shall be considered a "Cardholder" under the
               Affinity Agreement,

          (e)  each agreement between CB&T and a Cardholder for the extension
               of credit in connection with an Acquired Account shall be
               considered a "Cardholder Agreement" under the Affinity
               Agreement,

          (f)  the net outstanding book principal balances of new purchases
               and cash advances made on the Acquired Accounts on and after
               the Closing Date shall be considered "Program Receivables"
               pursuant to the Affinity Agreement,

                                       5
<PAGE>

          (g)  on and after the "Conversion Date" (as defined in the Sale and
               Purchase Agreement) for each Acquired Account, such Acquired
               Account shall be considered an "Account" pursuant to the
               Facilities Agreement, and

          (h)  on and after the "Conversion Date" (as defined in the Sale and
               Purchase Agreement) for each Acquired Account, each credit
               card associated with such Acquired Account shall be considered
               a "CompuCredit Card" pursuant to the Facilities Agreement,

and, as such, each of the foregoing shall be subject to the various agreements
of the parties applicable thereto pursuant to those terms and conditions of the
Affinity Agreement and Facilities Agreement as are not inconsistent with the
terms of this Amendment, but the terms of this Amendment shall control to the
extent of any inconsistency; provided, however, that any receivables arising in
the Acquired Accounts will be purchased by CompuCredit Acquisition.

     6. Notwithstanding any provision of the Affinity Agreement or of the
Facilities Agreement or of any Sale and Purchase Agreement or of any Related
Agreement to the contrary, except as expressly stated below in Section 8:

                  (a) Program Receivables and any other Credit Card Receivables
arising pursuant to the Acquired Accounts and sold from time to time by CB&T to
CompuCredit Acquisition or to any third party designated by CompuCredit or
CompuCredit Acquisition, shall be so sold without recourse to CB&T; and

                  (b) Any Acquired Accounts as may be sold by CB&T to
CompuCredit Acquisition or to any third party designated by CompuCredit or
CompuCredit Acquisition, shall be so sold without recourse to CB&T; and

                  (c) CB&T makes no representation or warranty and shall have no
obligation to CompuCredit or CompuCredit Acquisition (including but not limited
to any obligation to indemnify or hold harmless CompuCredit or CompuCredit
Acquisition or any other person) , (i) with respect to any matter or condition
(regardless of when asserted or discovered) wholly or partly relating to, or
having its origins in, the period prior to the "Settlement Date", as defined in
the Sale and Purchase Agreement, or (ii) with respect to any other matter to
which the indemnification obligations of CompuCredit and CompuCredit Acquisition
under Section 7 below are applicable.

     7. Notwithstanding any provision of the Affinity Agreement or of the
Facilities Agreement or of any Sale and Purchase Agreement or any Related
Agreement to the contrary, CompuCredit and CompuCredit Acquisition hereby
jointly and severally agree to indemnify and hold harmless, CB&T and its parent
and affiliated corporations, and each of their directors, officers, employees,
agents and affiliates and permitted assigns (the "Indemnified CB&T Parties"),
from and against any and all existing and future claims, demands, fines, taxes,
penalties, damages, liabilities, losses (which shall include, but not be limited
to, all "Losses" as that term is defined in the existing indemnification
provisions of the Affinity Agreement), costs,


                                       6

<PAGE>

and expenses of any kind whatsoever (including but not limited to reasonable
attorneys' and accountants' fees), arising out of or relating to each Sale and
Purchase Agreement or any Related Agreements or any of the transactions
contemplated therein or herein or any of the Acquired Accounts or any
receivables related to the Acquired Accounts, and including, without limiting
the generality of the foregoing:

                  (a) taxes of any kind (including but not limited to "Taxes" as
defined in the Sale and Purchase Agreement), whether accruing under the terms of
the Sale and Purchase Agreement or any Related Agreements, or as a result of any
of the transactions contemplated therein or herein;

                  (b) any obligations of CB&T paid or incurred pursuant to the
Sale and Purchase Agreement or any of the Related Agreements, and any claims,
defenses or offsets of any kind asserted by the Seller or by any other person,
under or in connection with the Sale and Purchase Agreement, or under or in
connection with any Related Agreements, and including without limitation claims
asserted under or in respect of any provisions pursuant to which CB&T assumes
any liabilities or makes any representations or warranties or agrees to provide
indemnification or otherwise undertakes any obligation;

                  (c) claims, defenses or offsets of any kind asserted by or on
behalf of any cardholders or guarantors under any of the Acquired Accounts;

                  (d) claims or demands of regulatory or administrative agencies
with respect to the Sale and Purchase Agreement or any Related Agreements or the
transactions contemplated therein or herein (except to the extent CB&T shall
have breached any of its representations set forth in Section 8 hereof and the
claim or demand of the regulatory or administrative agency directly results from
the state of affairs to which such breach relates), or with respect to any of
the Acquired Accounts;

                  (e) any losses on any of the Acquired Accounts or any
receivables related to the Acquired Accounts, including but not limited to
credit losses and fraud losses and losses stemming from Sale and Purchase
Agreements with respect to which the Seller is not required to execute and file
financing statements evidencing the purchase by CB&T of the Acquired Accounts;
and

                  (f) conversion costs and expenses, and any other costs and
expenses incurred under or in connection with the negotiation, execution,
delivery and performance of the Sale and Purchase Agreement and any Related
Agreements;

PROVIDED, HOWEVER, that neither CompuCredit nor CompuCredit Acquisition shall
have any obligation to indemnify any CB&T Indemnified Party for a loss amount
claimed under this Section 7 if CB&T shall have breached any of its
representations set forth in Section 8 of this Amendment and the loss in
question directly results from the state of affairs to which such breach
relates.

                                       7
<PAGE>

     The indemnification provided for in this Section 7 shall be in addition to,
and not in limitation of, any indemnification obligations of CompuCredit or
CompuCredit Acquisition under the existing provisions of the Affinity Agreement
or the Facilities Agreement. Further, CB&T, at its option, may elect to have the
section of the Affinity Agreement entitled "Procedures for Indemnification"
apply to any and all matters for which indemnification is provided pursuant to
this Section 7.

     CompuCredit and CompuCredit Acquisition shall provide copies of their
financial statements to CB&T on a quarterly basis.

     8. CB&T represents to CompuCredit and CompuCredit Acquisition that, as of
the time of execution and delivery by CB&T of each Sale and Purchase Agreement
CB&T elects to enter into:

          (a)  CB&T is a state-chartered bank, validly existing and in good
               standing under the laws of the State of Georgia.

          (b)  CB&T has all necessary corporate power and authority to enter
               into such Sale and Purchase Agreement, and the Assignment and
               Assumption Agreement referred to therein, and to perform all of
               the obligations to be performed by it under said Agreements. Such
               Sale and Purchase Agreement and Assignment and Assumption
               Agreement and the consummation by CB&T of the transactions
               contemplated thereby have been duly and validly authorized by all
               necessary corporate action of CB&T. Such Sale and Purchase
               Agreement has been duly executed and delivered by CB&T. Such Sale
               and Purchase Agreement and Assignment and Assumption Agreement,
               once duly executed and delivered by all parties thereto, shall
               constitute the valid and binding obligations of CB&T, enforceable
               against CB&T in accordance with their respective terms (except as
               such enforcement may be limited by bankruptcy, insolvency,
               reorganization, moratorium, receivership, conservatorship, the
               rights and obligations of receivers and conservators of insured
               depository institutions under 12 U.S.C.ss.1821(d) and (e) and
               other laws relating to or affecting creditors, rights generally
               and by general equity principles).

          (c)  To CB&T's knowledge, neither the execution and delivery of such
               Sale and Purchase Agreement and the Assignment and Assumption
               Agreement referred to therein, by CB&T nor the consummation of
               the transactions contemplated thereby by CB&T will (i) conflict
               with, result in the breach of, constitute a default under, or
               accelerate the performance required by, the terms of any order,
               law, regulation, contract, instrument or commitment to which CB&T
               is a party or by which CB&T is bound, (ii) violate the
               organizational document of CB&T, (iii) require any consent,
               approval, authorization or filing (other than UCC financing
               statement filings) under any law, regulation, judgment, order,
               writ, decree, permit

                                       8
<PAGE>

               or license to which CB&T is a party or by which CB&T is bound, or
               (iv) require the consent or approval of any other party to any
               contract, instrument or commitment to which CB&T is a party or by
               which CB&T is bound, other than the approvals of regulatory
               authorities, if any, which have been obtained or will be obtained
               prior to or on the Closing Date of such Sale and Purchase
               Agreement. To CB&T's knowledge, CB&T is not subject to any
               agreement or understanding with any regulatory authority which
               would prevent the consummation by CB&T of the transactions
               contemplated by such Sale and Purchase Agreement and the
               Assignment and Assumption Agreement referred to therein.

          (d)  CB&T has not agreed to pay any fee or commission to any agent,
               broker, finder, or other person for or on account of services
               rendered as a broker or finder in connection with such Sale and
               Purchase Agreement or the transactions contemplated thereby which
               would give rise to any valid claim against the Seller under such
               Sale and Purchase Agreement for any brokerage commission or
               finder's fee or like payment.

          (e)  To CB&T's knowledge, there is no federal or state statute, rule
               or regulation, or order or rule of any federal or state
               regulatory agency, which would prevent CB&T from purchasing the
               Acquired Accounts or other assets to be acquired by CB&T pursuant
               to such Sale and Purchase Agreement.

          (f)  CB&T is qualified to participate in, and is a member in good
               standing of, the Visa and MasterCard credit card programs.

As used in the foregoing representations, CB&T's knowledge refers to the actual
knowledge of any of CB&T's officers; accordingly, for all purposes of this
Amendment representations made above "To CB&T's knowledge" shall be deemed to
have been breached only if the matters so represented are not true within the
actual knowledge of said officers at the time as of which such representations
are made as hereinabove set forth.

     9. The provisions of this Amendment shall survive the execution, delivery
and termination or expiration of each Sale and Purchase Agreement and any
Related Agreements, the Closing of each Sale and Purchase Agreement, the
execution, delivery, and termination or expiration of the Receivables Purchase
Agreement and Subservicer Letter Agreement and any related transactions, the
execution, delivery and termination or expiration of any other transactions
relating to the securitization or other disposition of any of the Acquired
Accounts or any receivables arising pursuant to any of the Acquired Accounts,
the conversion of Acquired Accounts to CB&T's system, the expiration or
termination of the Affinity Agreement, and the expiration or termination of the
Facilities Agreement.

     10. In the event of any inconsistency between any provisions of this
Amendment and any provisions of;

                                       9

<PAGE>

          (a)  the existing Affinity Agreement or the existing Facilities
               Agreement, or

          (b)  any Sale and Purchase Agreement, or

          (c)  any of the Related Agreements, or

          (d)  any other agreements to which CB&T and/or CompuCredit or
               CompuCredit Acquisition may now or hereafter be a party to the
               extent such agreements affect any matters which are the subject
               of Sections 6, 7 and 9 of this Amendment,

the provisions of this Amendment shall control to the extent of such
inconsistency.

     11. The invalidity or unenforceability of any provision of this Amendment
shall not affect the validity or enforceability of any other provision.

     12. Except as herein amended, the Affinity Agreement and Facilities
Agreement shall continue in effect in accordance with their respective terms.



        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth above.

<TABLE>
<S>                                       <C>
CB&T                                      CompuCredit:

COLUMBUS BANK AND TRUST                   COMPUCREDIT CORPORATION
COMPANY

By:________________________               By:____________________________


CompuCredit Acquisition:

COMPUCREDIT ACQUISITION CORPORATION


By:________________________

</TABLE>


                                       10
<PAGE>

                      AMENDMENT TO AFFINITY CARD AGREEMENT

     THIS AMENDMENT TO AFFINITY CARD AGREEMENT (this "Amendment") is dated as of
December 1, 2000, among COLUMBUS BANK AND TRUST COMPANY ("CB&T"), COMPUCREDIT
CORPORATION ("COMPUCREDIT") and COMPUCREDIT ACQUISITION CORPORATION ("CAC");


                              W I T N E S S E T H :

     WHEREAS, CB&T, CompuCredit and CAC are parties to that certain Affinity
Card Agreement dated as of January 6, 1997, (as amended prior to the date
hereof, the "Agreement");

     WHEREAS, CB&T and CompuCredit are parties to that certain Facilities
Management Services Agreement dated as of August 1, 1998 (as amended, the
"Facilities Agreement");

     WHEREAS, CB&T and CompuCredit and CAC wish to amend the Agreement to extend
the term thereof, to provide for certain revised fees to be paid by CompuCredit,
and to make certain other changes, all as hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the parties hereto covenant and agree as
follows:

     1. AMENDMENTS TO AGREEMENT. The Agreement is hereby amended as follows:

     (a) Reference is made to the "Amendment to Affinity Card Agreement" dated
as of August 1, 1998 (the "August 1, 1998 Amendment"). Effective commencing on
December 1, 2000:

           (i) References in this Amendment and in the August 1, 1998 Amendment
               to the "Affinity Agreement" shall be understood to be mean the
               Agreement, as amended hereby and from time to time hereafter.

          (ii) Paragraphs 1.a, 1.b, 1.c, 1.d and 1.e of the August 1, 1998
               Amendment are deleted, and the following new provision shall be
               substituted therefor: "The expiration date of the Initial Term of
               the Affinity Agreement pursuant to Section 8.1(a) thereof shall
               be December 31, 2003."

         (iii) Paragraph 4 of the August 1, 1998 Amendment shall be replaced by
               the following: "Without limitation as to any other provisions of
               the Affinity Agreement which may operate so as to terminate
               CB&T's obligations to maintain any Accounts or to fulfill any
               other obligations of CB&T pursuant to the Affinity Agreement, it
               is expressly agreed that any such obligations of CB&T under the
               Affinity Agreement shall in no event continue beyond the earlier
               of (i) the expiration of the Initial Term of the

<PAGE>

               Affinity Agreement, or (ii) the termination for any reason of the
               Facilities Agreement (which termination shall automatically
               terminate the Affinity Agreement on the same date)."

          (iv) Paragraph 1.h of the August 1, 1998 Amendment shall read as
               follows: "In addition to all other amounts of any kind required
               to be paid to CB&T pursuant to the Affinity Agreement, in the
               event the Affinity Agreement terminates prior to December 31,
               2003 for any reason other than a termination by CompuCredit
               pursuant to Section 8.1(b)(i)(A), 8.1(b)(i)(B), 8.1(b)(i)(C) or
               2.11 of the Affinity Agreement, then CompuCredit shall pay CB&T,
               on the date of termination, a termination fee of (a) $__________,
               if the date of termination is on or prior to December 31, 2002
               and (b) if the date of termination is after December 31, 2002, an
               amount equal to $________ multiplied by the number of months and
               partial months remaining between the date of termination and
               December 31, 2003."

          (v)  Termination of the Affinity Agreement shall not terminate
               CompuCredit's obligation to pay CB&T for all services or other
               performance and for all expenses incurred under or in connection
               with the Affinity Agreement, whether performed or incurred before
               or after such termination.

     (b) Effective commencing on January 1, 2001, the following additional
changes shall apply:

          (i)  Exhibit 1 to the August 1, 1998 Amendment is deleted, and
               paragraph 2 of the August 1, 1998 Amendment is amended to read as
               follows: "In addition to all other amounts of any kind required
               to be paid to CB&T pursuant to the Affinity Agreement,
               CompuCredit shall pay CB&T a fee of $_________ per month, for
               each month beginning with January, 2001 and continuing thereafter
               until the termination of the Affinity Agreement and for so long
               thereafter as CB&T is providing any services or other performance
               under or in connection with the Affinity Agreement. CB&T will
               issue monthly invoices for the fee and CompuCredit will pay each
               such invoice within 15 days of receipt thereof."

          (ii) The following new provisions are added to the Affinity Agreement:
               "In addition to all other amounts of any kind required to be paid
               to CB&T pursuant to the Affinity Agreement, CompuCredit shall pay
               CB&T (a) an item processing fee of $____ for each transaction
               through CompuCredit's (or any of CompuCredit's affiliates')
               deposit accounts processed by CB&T on or after January 1, 2001,
               and (b) CB&T's charges for provisionally crediting to
               CompuCredit's account uncollected funds, such charges to be
               calculated, commencing January 1, 2001, in the manner

                                       2
<PAGE>

               described in EXHIBIT I attached to this Amendment. Such item
               processing fees (for illustrative purposes, EXHIBIT II attached
               to this Amendment sets forth the historical monthly transaction
               volume, for the preceding 12 months, to which the $____ item
               processing fee would have applied had the fee been in effect for
               that period) and charges for provisionally crediting uncollected
               funds, will be computed by CB&T and invoiced monthly, and shall
               be due and payable by CompuCredit within 15 days following
               receipt by CompuCredit of each such invoice."

          (iii) Section 3.3 of the Agreement shall be revised by changing
                "$_________" to "$_________".

     (c) With regard to the Gramm-Leach-Bliley Act and regulations thereunder
and any other applicable federal or state laws or regulations which impose
obligations on CB&T with respect to the privacy and security of customer and
consumer information, including any such obligations which impose limitations on
rights otherwise afforded CompuCredit or CAC in or to such consumer and customer
information pursuant to the Affinity Agreement or any other agreement, the
parties agree that any provisions of the Affinity Agreement and any such other
agreement, which conflict with any such applicable obligations or limitations,
or which fail to reflect any such applicable obligations or limitations the
reflection of which in the Affinity Agreement or any such other agreement is
mandatory under applicable law, shall be deemed amended to the extent necessary
(but only to the extent necessary) to eliminate any such conflict or failure.
Access to customer and consumer information by CompuCredit and CAC, and use or
disclosure by CompuCredit and CAC of customer and consumer information to which
either has access, shall be subject to all such applicable privacy obligations
and limitations. Costs incurred by CB&T from time to time in complying with such
obligations in relation to Accounts, Cardholders and prospective Cardholders,
shall be reimbursed by CompuCredit upon issuance by CB&T of its invoices
therefor. CB&T will adopt such changes, if any, as CB&T in its reasonable
opinion deems advisable to the Manual and/or to any other operating procedures
applicable to services performed under the Affinity Agreement or the Facilities
Agreement, to modify the procedures reflected therein to conform to any such
applicable obligations or limitations, and will promptly advise CompuCredit when
and as such changes, if any, are adopted.

     2. EFFECT OF AMENDMENT. Except as set forth expressly hereinabove, all
terms of the Agreement shall be and remain in full force and effect, and shall
constitute the respective legal, valid, binding and enforceable obligations of
the parties thereto.

     3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.

     4. SECTION REFERENCES. Section titles and references used in this Amendment
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreements among the parties hereto evidenced hereby.


                                     3

<PAGE>

     5. GOVERNING LAW. This Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.



     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed, under seal, by its duly authorized officer as of the day and
year first above written.


                                 COLUMBUS BANK & TRUST COMPANY


                                 By:_______________________________
                                     Title:

                                                                 (SEAL)

                                 COMPUCREDIT CORPORATION


                                 By:_______________________________
                                     Title:

                                                                 (SEAL)


                                 COMPUCREDIT ACQUISITION CORPORATION


                                 By:_______________________________
                                     Title:

                                                                 (SEAL)



                                       4

<PAGE>

                      AMENDMENT TO AFFINITY CARD AGREEMENT

     THIS AMENDMENT TO AFFINITY CARD AGREEMENT (this "Amendment") is dated as of
December 28, 2000, among COLUMBUS BANK AND TRUST COMPANY ("CB&T"), COMPUCREDIT
CORPORATION ("COMPUCREDIT") and COMPUCREDIT ACQUISITION CORPORATION ("CAC");


                              W I T N E S S E T H :

     WHEREAS, CB&T, CompuCredit and CAC are parties to that certain Affinity
Card Agreement dated as of January 6, 1997, (as amended prior to the date hereof
the "Agreement");

     WHEREAS, CB&T, CompuCredit and CAC wish to amend certain provisions of the
Agreement as provided herein;

     NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the parties hereto covenant and agree as
follows:

     1. AMENDMENTS TO AGREEMENT.

     (a) Schedule A of the Agreement attached to this Amendment is hereby
     attached to the Agreement as Schedule A to the Agreement.

     2. EFFECT OF AMENDMENT. Except as set forth expressly hereinabove, all
terms of the Agreement shall be and remain in full force and effect, and shall
constitute the respective legal, valid, binding and enforceable obligations of
the parties thereto. The amendments contained herein shall be deemed to have
prospective application only, unless otherwise specifically stated herein.

     3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.

     4. SECTION REFERENCES. Section titles and references used in this Amendment
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreements among the parties hereto evidenced hereby.

     5. GOVERNING LAW. This Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.



<PAGE>


     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed, under seal, by its duly authorized officer as of the day and
year first above written.

                                  COLUMBUS BANK & TRUST COMPANY


                                  By:_________________________________
                                      Title:

                                                                     (SEAL)

                                  COMPUCREDIT CORPORATION


                                  By:_________________________________
                                      Title:

                                                                     (SEAL)

                                  COMPUCREDIT ACQUISITION CORPORATION


                                  By:_________________________________
                                      Title:

                                                                     (SEAL)


                                       2
<PAGE>

                                   SCHEDULE A


Bank Identification Numbers: 413481
                             456419
                             456420
                             479106
                             479107
                             433197
                             522219
                             522220
                             512070
                             435181
                             433139
                             413480
                             410631
                             410632
                             410633
                             410634
                             410635
                             410636
                             410637
                             410638
                             410639
                             414675
                             414676
                             414678
                             414679
                             414680
                             414681
                             414682
                             414683
                             414684
                             414685



                                       3
<PAGE>

                                                                               4
December 1, 2000

Columbus Bank and Trust Company
1148 Broadway, 2nd Floor
Uptown Center
Columbus, Georgia 31901
Attention:  Mr. Fraser Cruickshank

Ladies and Gentlemen:

     Reference is made to (i) the Affinity Card Agreement dated as of January 6,
1997 by and among Columbus Bank and Trust Company ("CB&T"), a Georgia
state-chartered bank, CompuCredit Acquisition Corporation, a Nevada corporation
("CAC"), and CompuCredit Corporation ("CompuCredit"), a Georgia corporation (as
amended from time to time, the "Affinity Agreement"), and (ii) to the Facilities
Management Services Agreement dated as of August 1, 1998 between CompuCredit and
CB&T (as amended from time to time, the "Facilities Agreement"). This is to
confirm that the term "Program" as defined in the Affinity Agreement does not
include any of the services (other than those enumerated under the category
"Account Services - Accounting" in Exhibit A to the Facilities Agreement) which
have been or shall be performed, or made available, by CB&T pursuant to or in
connection with the Facilities Agreement (for purposes of this letter,
"Facilities Services"), or any such Facilities Services or similar services as
have been or shall be performed by CompuCredit itself or by others pursuant to
arrangements with CompuCredit. Accordingly, the representations, warranties and
agreements by CB&T pursuant to the Affinity Agreement as they relate to the
Program do not include or apply to any such services.

COMPUCREDIT CORPORATION

By: ___________________________________

Title:_________________________________


COMPUCREDIT ACQUISITION CORPORATION

By:____________________________________

Title:_________________________________


Acknowledged and Agreed:

COLUMBUS BANK AND TRUST COMPANY

By:____________________________________

Title:_________________________________

</TEXT>
</DOCUMENT>
