CHASE MANHATTAN BANK USA
ASSIGNMENT NO. 30 OF RECEIVABLES
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>b330259ex_10-1.txt
<DESCRIPTION>ASSIGNMENT NO. 30 OF RECEIVABLES
<TEXT>
<PAGE>




                                                                    Exhibit 10.1


         ASSIGNMENT No. 30 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, (this
"Assignment") dated as of February 1, 2004, by and between CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, a national banking corporation organized and existing
under the laws of the United States of America ("Chase USA"), and THE BANK OF
NEW YORK, a banking corporation organized and existing under the laws of the
State of New York (the "Trustee") pursuant to the Pooling and Servicing
Agreement referred to below.

                              W I T N E S S E T H:

         WHEREAS, Chase USA, as Transferor on and after June 1, 1996, JPMorgan
Chase Bank, as Transferor prior to June 1, 1996 and as Servicer, and the
Trustee are parties to the Third Amended and Restated Pooling and Servicing
Agreement, dated as of November 15, 1999, as amended by the First Amendment
thereto dated as of March 31, 2001 and the Second Amendment thereto dated as of
March 1, 2002 (hereinafter as such agreement may have been, or may from time to
time be, amended, supplemented or otherwise modified, the "Pooling and Servicing
Agreement");

         WHEREAS, pursuant to the Pooling and Servicing Agreement, Chase USA
wishes to designate Additional Accounts of Chase USA to be included as Accounts
and to convey the Receivables of such Additional Accounts, whether now existing
or hereafter created, to the Trust as part of the corpus of the Trust (as each
such term is defined in the Pooling and Servicing Agreement); and

         WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;

         NOW, THEREFORE, Chase USA and the Trustee hereby agree as follows:

                  1. Defined Terms. All terms defined in the Pooling and
         Servicing Agreement and used herein shall have such defined meanings
         when used herein, unless otherwise defined herein.


<PAGE>



         "Addition Date" shall mean, with respect to the Additional Accounts
designated hereby, February 1, 2004.

         "Notice Date" shall mean, with respect to the Additional Accounts
designated hereby, January 14, 2004.

                  2. Designation of Additional Accounts. Chase USA shall deliver
to the Trustee not later than five Business Days after the Addition Date, a
computer file or microfiche list containing a true and complete list of each
MasterCard and VISA account which as of the Addition Date shall be deemed to be
an Additional Account, such accounts being identified by account number and by
the amount of Receivables in such accounts as of the close of business on the
Addition Date. Such list shall be delivered five Business Days after the date
of this Assignment and shall be marked as Schedule 1 to this Assignment and, as
of the Addition Date, shall be incorporated into and made a part of this
Assignment.

                  3. Conveyance of Receivables.

                  A. Chase USA does hereby transfer, assign, set-over and
otherwise convey to the Trustee on behalf of the Trust for the benefit of the
Certificateholders, without recourse on and after the Addition Date, all right,
title and interest of Chase USA in and to the Receivables now existing and
hereafter created in the Additional Accounts designated hereby, all monies due
or to become due with respect thereto (including all Finance Charge Receivables)
and all proceeds of such Receivables, Recoveries, Interchange, Insurance
Proceeds relating to such Receivables and the proceeds of any of the foregoing.

                  B. In connection with such transfer, Chase USA agrees to
record and file, at its own expense, a financing statement with respect to the
Receivables now existing and hereafter created in the Additional Accounts
designated hereby (which may be a single financing statement with respect to all
such Receivables) for the transfer of accounts as defined in Section 9-102 of
the UCC as in effect in the State of New York meeting the requirements of
applicable state law in such manner and such jurisdictions as are necessary to
perfect the assignment of such Receivables to the Trustee on behalf of the Trust
for the benefit of the Certificateholders (the "Secured Party"), and to deliver
a file-stamped copy of such financing statement or other evidence of such filing
(which may, for purposes of this Section 3, consist of telephone confirmation of
such filing) to the Trustee on or prior to the date of this Assignment.



                                        2

<PAGE>

                  C. It is the intention of the parties hereto that all
         transfers of Receivables to the Trust pursuant to this Assignment be
         subject to, and be treated in accordance with, the Delaware Act and
         each of the parties hereto agrees that this Assignment has been entered
         into by the parties hereto in express reliance upon the Delaware Act.
         For purposes of complying with the requirements of the Delaware Act,
         each of the parties hereto hereby agrees that any property, assets or
         rights purported to be transferred, in whole or in part, by Chase USA
         pursuant to this Assignment shall be deemed to no longer be the
         property, assets or rights of Chase USA. The parties hereto acknowledge
         and agree that each such transfer is occurring in connection with a
         "securitization transaction" within the meaning of the Delaware Act.

                  D. In connection with such transfer, Chase USA further agrees,
         at its own expense, on or prior to the date of this Assignment to
         indicate in its computer files that Receivables created in connection
         with the Additional Accounts designated hereby have been transferred to
         the Trust pursuant to this Assignment for the benefit of the
         Certificateholders.

                  E. Chase USA hereby grants to the Secured Party a security
         interest in all of Chase USA's right, title and interest in, to and
         under the Receivables now existing and hereafter created in the
         Additional Accounts designated hereby, all monies due or to become due
         with respect to such Receivables, Insurance Proceeds relating to such
         Receivables, Recoveries, Interchange and the proceeds to any of the
         foregoing to secure a loan in an amount equal to the unpaid principal
         amount of the Investor Certificates issued or to be issued pursuant to
         the Pooling and Servicing Agreement and the interests accrued at the
         related Certificate Rates, and this Assignment shall constitute a
         security agreement under applicable law. Chase USA shall execute
         continuation statements and provide other further assurances to
         maintain the perfection and priority of such security interest of the
         Secured Party.

                  4. Acceptance by Trustee. The Trustee hereby acknowledges its
         acceptance on behalf of the Trust for the benefit of the
         Certificateholders of all right, title and interest previously held by
         Chase USA in and to the Receivables now existing and hereafter
         created, and declares that it shall maintain such right, title and
         interest, upon the Trust herein set forth, for the benefit of all
         Certificateholders.





                                        3


<PAGE>





                  5. Representations and Warranties of Chase USA. Chase USA
         hereby represents and warrants to the Secured Party as of the Addition
         Date:

                  A. Legal, Valid and Binding Obligation. This Assignment
         constitutes a legal, valid and binding obligation of Chase USA
         enforceable against Chase USA in accordance with its terms, except as
         such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect affecting the enforcement of creditors' rights in
         general and the rights of creditors of banking associations and except
         as such enforceability may be limited by general principles of equity
         (whether considered in a suit at law or in equity).

                  B. Eligibility of Accounts and Receivables. Each Additional
         Account designated hereby is an Eligible Account and each Receivable in
         such Additional Account is an Eligible Receivable.

                  C. Selection Procedures. No selection procedures believed by
         Chase USA to be materially adverse to the interests of the Investor
         Certificateholders were utilized in selecting the Additional Accounts
         designated hereby from the available Eligible Accounts in the Bank
         Portfolio.

                  D. Insolvency. Chase USA is not insolvent and, after giving
         effect to the conveyance set forth in Section 3 of this Assignment,
         will not be insolvent.

                  E. Transfer. This Assignment constitutes either: (i) a valid
         transfer and assignment to the Trust of all right, title and interest
         of Chase USA in and to Receivables now existing and hereafter created
         in the Additional Accounts designated hereby, and all proceeds (as
         defined in the UCC) of such Receivables and Insurance Proceeds relating
         thereto, and such Receivables and any proceeds thereof and Insurance
         Proceeds relating thereto will be held by the Secured Party free and
         clear of any Lien of any Person claiming through or under Chase USA or
         any of its Affiliates except for (x) Liens permitted





                                        4


<PAGE>



         under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the
         interest of the holder of the Transferor Certificate and (z) Chase
         USA's right to receive interest accruing on, and investment earnings in
         respect of, the Finance Charge Account and the Principal Account as
         provided in the Pooling and Servicing Agreement; or (ii) a valid and
         continuing security interest (as defined in the UCC) in the Receivables
         now existing or hereafter created in the Additional Accounts in favor
         of the Secured Party, the proceeds (as defined in the UCC) thereof and
         Insurance Proceeds relating thereto, upon the conveyance of such
         Receivables to the Trust, which security interest is prior to all other
         Liens, and is enforceable against creditors of and purchasers from
         Chase USA, and which will be enforceable with respect to the
         Receivables thereafter created in respect of Additional Accounts
         designated hereby, the proceeds (as defined in the UCC) thereof and
         Insurance Proceeds relating thereto, upon such creation; and (iii) if
         this Assignment constitutes the grant of a security interest to the
         Secured Party in such property, upon the filing of a financing
         statement described in Section 3 of this Assignment with respect to the
         Additional Accounts designated hereby and in the case of the
         Receivables of such Additional Accounts thereafter created and the
         proceeds (as defined in the UCC) thereof, and Insurance Proceeds
         relating to such Receivables, upon such creation, the Secured Party
         shall have a first priority perfected security interest in such
         property (subject to Section 9-315 the UCC as in effect in the State of
         Delaware), except for Liens permitted under subsection 2.5(b) of the
         Pooling and Servicing Agreement. Chase USA has caused or will have
         caused, within ten days, the filing of all appropriate financing
         statements in the proper filing office in the appropriate jurisdictions
         under applicable law in order to perfect the security interest in the
         Receivables granted to the Secured Party hereunder. The Receivables
         constitute "accounts" within the meaning of the applicable UCC.

                  F. Other Liens. Other than the security interest granted to
         the Secured Party pursuant to this Assignment, Chase USA has not
         pledged, assigned, sold, granted a security interest in, or otherwise
         conveyed any of the Receivables. Chase USA has not authorized the
         filing of and is not aware of any financing statements against Chase
         USA that include a description of collateral covering the Receivables
         other than any financing statement (i) relating to the security
         interest granted to the Secured Party hereunder, (ii) that has been
         terminated,



                                        5


<PAGE>

                  G. Breach of Representations and Warranties. The provision set
         forth in Section 2.4(d) of the Pooling and Servicing Agreement shall be
         applicable to any breach of the representations and warranties of this
         Section 5 with respect to any Receivable.

                  6. Conditions Precedent. The acceptance by the Trustee
         set forth in Section 4 and the amendment of the Pooling and Servicing
         Agreement set forth in Section 7 are subject to the satisfaction, on
         or prior to the Addition Date, of the following conditions precedent:

                           A. Officer's Certificate. Chase USA shall have
                  delivered to the Trustee a certificate of a Vice President or
                  more senior officer substantially in the form of Schedule 2
                  hereto, certifying that (i) all requirements set forth in
                  Section 2.6 of the Pooling and Servicing Agreement for
                  designating Additional Accounts and conveying the Principal
                  Receivables of such Account, whether now existing or hereafter
                  created, have been satisfied and (ii) each of the
                  representations and warranties made by Chase USA in Section 5
                  is true and correct as of the Addition Date. The Trustee may
                  conclusively rely on such Officer's Certificate, shall have no
                  duty to make inquiries with regard to the matters set forth
                  therein, and shall incur no liability in so relying.

                           B. Opinion of Counsel. Chase USA shall have delivered
                  to the Trustee an Opinion of Counsel with respect to the
                  Additional Accounts designated hereby substantially in the
                  form of Exhibit E to the Pooling and Servicing Agreement.

                  7. Amendment of the Pooling and Servicing Agreement. The
         Pooling and Servicing Agreement is hereby amended to provide that all
         references therein to the "Pooling and Servicing Agreement," to "this
         Agreement" and "herein" shall be deemed from and after the Addition
         Date to be a dual reference to the Pooling and Servicing Agreement as
         supplemented by this Assignment and by Assignment No. 1 of Receivables
         in Additional





                                        6


<PAGE>

         Accounts, dated as of July 1, 1996, Assignment No. 2 of Receivables in
         Additional Accounts, dated as of September 1, 1996, Assignment No.3 of
         Receivables in Additional Accounts, dated as of December 1, 1997,
         Assignment No. 4 of Receivables in Additional Accounts, dated as of
         February 1, 1998, Assignment No. 5 of Receivables in Additional
         Accounts, dated as of April 1, 1998, Assignment No. 6 of Receivables in
         Additional Accounts, dated as of August 1, 1998, Assignment No. 7 of
         Receivables in Additional Accounts, dated as of November 1, 1998,
         Assignment No. 8 of Receivables in Additional Accounts, dated as of
         February 1, 1999, Assignment No. 9 of Receivables in Additional
         Accounts, dated as of April 1, 1999, Assignment No. 10 of Receivables
         in Additional Accounts, dated as of July 1, 1999, Assignment No. 11 of
         Receivables in Additional Accounts, dated as of October 1, 1999,
         Assignment No. 12 of Receivables in Additional Accounts, dated as of
         February 1, 2000, Assignment No. 13 of Receivables in Additional
         Accounts, dated as of April 1, 2000, Assignment No. 14 of Receivables
         in Additional Accounts, dated as of May 1, 2000, Assignment No. 15 of
         Receivables in Additional Accounts, dated as of August 1, 2000,
         Assignment No. 16 of Receivables in Additional Accounts, dated as of
         July 1, 2001, Assignment No. 17 dated as of September 1, 2001,
         Assignment No. 18 of Receivables in Additional Accounts, dated as of
         November 1, 2001, Assignment No. 19 of Receivables in Additional
         Accounts, dated as of March 6, 2002, Assignment No. 20 of Receivables
         in Additional Accounts, dated as of April 1, 2002, Assignment No. 21 of
         Receivables in Additional Accounts, dated as of May 1, 2002, Assignment
         No. 22 of Receivables in Additional Accounts, dated as of September 1,
         2002, Assignment No. 23 of Receivables in Additional Accounts, dated as
         of November 1, 2002, Assignment No. 24 of Receivables in Additional
         Accounts, dated as of February 1, 2003, Assignment No. 25 of
         Receivables in Additional Accounts, dated as of April 1, 2003,
         Assignment No. 26 of Receivables in Additional Accounts, dated as of
         June 1, 2003, Assignment No. 27 of Receivables in Additional Accounts,
         dated as of August 1, 2003, Assignment No. 28 of Receivables in
         Additional Accounts, dated as of September 1, 2003, , Assignment No. 29
         of Receivables in Additional Accounts, dated as of October 1, 2003,
         Reassignment No. 1 of Receivables in Removed Accounts, dated as of
         September 30, 1997 and Reassignment No. 2 of Receivables in Removed
         Accounts, dated as of December 1, 1997. Except as expressly amended
         here-by, all of the representations, warranties, terms, covenants and
         conditions to the Pooling and Servicing Agreement shall remain
         unamended and shall continue to be, and shall remain, in full force and
         effect in accordance with its terms and except as expressly provided
         herein shall not constitute or be deemed to constitute a waiver of
         compliance with or a consent to noncompliance with any term or
         provisions of the Pooling and Servicing Agreement.

                                        7

<PAGE>

                  8. Survival. The representations, warranties and
         covenants of the parties hereto shall survive the assignment of the
         Receivables pursuant to this Assignment and the termination of this
         Assignment, and shall inure to the benefit of the Trust.
         Notwithstanding to the contrary in this Assignment, the representations
         and warranties of the Chase USA herein shall not survive after the
         tenth (10th) anniversary of the Addition Date.

                  9. Waivers and Amendments. This Assignment may be amended,
         superseded, canceled, renewed or extended and the terms hereof
         may be waived, only by a written instrument signed by authorized
         representatives of the parties or, in the case of a waiver, by an
         authorized representative of the party waiving compliance and, in all
         cases, subject to confirmation by each Rating Agency then rating any
         Investor Certificates. No such written instrument shall be effective
         unless it expressly recites that it is intended to amend, supersede,
         cancel, renew or extend this Assignment or to waive compliance with one
         or more of the terms hereof, as the case may be. No delay on the part
         of any party in exercising any right, power or privilege hereunder
         shall operate as a waiver thereof, nor shall any waiver on the part of
         any party of any such right, power or privilege, or any single or
         partial exercise of any such right, power or privilege, preclude any
         further exercise thereof or the exercise of any other such right, power
         or privilege.

                  10. Counterparts. This Assignment may be executed in two or
         more counterparts (and by different parties on separate counterparts),
         each of which shall be an original, but all of which together shall
         constitute one and the same instrument.

                  11. GOVERNING LAW. THIS ASSIGNMENT SHALL BE GOVERNED BY,
         CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
         DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
         OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
         DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  12. Tax Treatment. Nothing in this Assignment shall be deemed
         to require any securitization transaction involving the Receivables to
         be treated as a sale for federal or state income tax purposes or to
         preclude treatment of any such securitization transaction as debt for
         federal or state income tax purposes.


                                        8


<PAGE>



         IN WITNESS WHEREOF, the undersigned have caused this Assignment of
Receivables in Additional Accounts to be duly executed and delivered by their
respective duly authorized officers on the day and year first above written.


                                    CHASE MANHATTAN BANK USA,
                                    NATIONAL ASSOCIATION


                                    By: /s/Patricia Garvey
                                        -------------------------------
                                    Name:    Patricia Garvey
                                    Title:   Vice President


                                    THE BANK OF NEW YORK,
                                    as Trustee


                                    By: /s/ James Bowden
                                        -------------------------------
                                    Name: James Bowden
                                    Title: Assistant Treasurer


<PAGE>



                                                                  Schedule 1
                                                            to Assignment of
                                                              Receivables in
                                                         Additional Accounts


                               ADDITIONAL ACCOUNTS



</TEXT>
</DOCUMENT>
