EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into this 11th day

of June, 2001 (the "Effective Date"), by and between John Hashman ("Employee")

and NextCard, Inc., a Delaware corporation (the "Company").



      THE PARTIES HERETO AGREE AS FOLLOWS:



      1.    Employment and Duties. The Company agrees to employ Employee as its

Chief Executive Officer and Employee agrees to serve the Company in such

capacity, with the authority and responsibilities customarily accorded a chief

executive officer, including without limitation those set forth in the Company's

Bylaws, except as expressly provided herein. Employee shall loyally and

conscientiously perform such services and duties as are customarily incident to

such employment. Employee agrees to devote substantially all of his normal

business time and efforts to the performance of his duties under this Agreement

(which will include making himself available to serve on the Board of Directors

of the Company and on the Boards of Directors of direct and indirect

subsidiaries of the Company, if so selected to serve, and also to serve as an

officer of direct and indirect subsidiaries of the Company), provided that the

devotion of time to personal investments or other personal matters will not be

deemed a breach of this Agreement if it does not substantially interfere with

the performance of Employee's duties hereunder. Employee shall duly and

faithfully perform and observe any and all rules and regulations which the

Company (including its direct and indirect subsidiaries as relevant) has

established governing the conduct of its business or its employees. Employee's

reporting relationship shall be as follows: (a) until the "Breakeven Date" (as

defined below), for so long as the Board of Directors of the Company maintains

an Executive Committee (whether or not a subcommittee of the Board), Employee

will report to the Chairman of the Executive Committee; and (b) at all other

times, Employee will report to the Company's Board of Directors.



      2.    Certain Definitions. For the purposes hereof:



            a.    "Breakeven Date" will mean the end of the first calendar month

immediately following the first calendar quarter in which the Company (on a

consolidated basis) achieves positive Net Income (i.e. net income after tax as

reflected in the Company's published financial statements prepared in accordance

with generally accepted accounting principles as applied in the Company's

audited financial statements). In the event of any dispute concerning the

computation of Net Income, the determinations of the Company's auditors will be

final and conclusive.



            b.    "Cause" will mean (i) Employee has intentionally engaged in

competition with the Company (and/or its direct and indirect subsidiaries),

committed an act of embezzlement, fraud or theft with respect to the property of

the Company (and/or







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its direct and indirect subsidiaries), deliberately disregarded the rules of the

Company (and/or its direct and indirect subsidiaries) or acted in a grossly

negligent manner with respect to the business or affairs of the Company (and/or

its direct and indirect subsidiaries), (ii) Employee has repeatedly abused

alcohol or drugs on the job or in a manner affecting his job performance, (iii)

Employee has been charged with commission of a felony offense; or (iv) Employee

remains in material willful breach of a material provision of this Agreement (or

any other agreement between Employee and the Company (and/or its direct and

indirect subsidiaries)) or of any fiduciary duty to the Company for fourteen

(14) days after receiving notice of such breach from the Company.



            c.    "Disability" shall mean a physical or mental condition,

verified by a physician mutually designated by the Company and Employee, which

has prevented or likely will prevent Employee from carrying out one or more of

the material aspects of his assigned duties for at least one hundred eighty

(180) consecutive days.



            d.    "Good Reason" will mean: (i) a materially adverse change in

Employee's responsibilities with the Company; (ii) a reduction by the Company in

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