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Employment Agreement [Amendment No. 2] - NextCard Inc. and Jeremy R. Lent

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        This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the "Amendment") is
entered into as of August 16, 2001, by and between Jeremy R. Lent ("Lent") and
NextCard, Inc., a California corporation (the "Company"), with reference to the

                                 R E C I T A L S

        A. Lent is currently employed by the Company pursuant to the terms of an
Employment Agreement dated as of January 1, 1999, as amended by that certain
Amendment to Employment Agreement dated as of July 20, 2000 (the "Existing

        B. Lent and the Company desire to provide for continuance of Lent's
employment by the Company subject and pursuant to the terms of this Amendment in
the event of termination of Lent's employment under the terms of the Existing



                  (a) In the event of termination of Lent's employment for any
reason under the terms of the Existing Agreement, Lent may, by written notice (a
"Continuance Election") delivered to the Company within 30 days after the
termination date, elect to have his employment continued and/or reinstated
pursuant and subject to the terms of this Amendment; provided that Lent shall
have no right to make such election if his employment under the Existing
Agreement is terminated as a result of his death or Disability (as defined in
Section 9 of the Existing Agreement) or as a result of a termination by the
Company for Cause (as defined in Section 6 of the Existing Agreement), pursuant
to Sections 6 or 9 of the Existing Agreement.

                  (b) The parties' acknowledge and agree that, except for
granting Lent the right to make a Continuance Election and specifying the
parties' respective rights and obligations if he does, their respective rights
and obligations under the Existing Agreement are not being and shall not be
altered, amended or otherwise affected by execution of this Amendment or by
Lent's delivery of (or election not to deliver) a Continuance Election, and that
such rights and obligations shall remain fully enforceable notwithstanding
execution of this Amendment and any delivery of (or election not to deliver) a
Continuance Election. To clarify the foregoing by means of one illustrative (but
not limiting) example, the Company retains both (i) the right to terminate
Lent's employment under the Existing Agreement without cause pursuant to Section
5 of the Existing Agreement, and (ii) the obligation to make the payments
specified in Section 5 of the Existing Agreement if it does so; notwithstanding
(x) execution of this Amendment, (y) any election by Lent to deliver (or not
deliver) a Continuance Election, or (z) the prohibition against terminating
Lent's employment under this Amendment without cause set forth in Section 4 of
this Amendment, which prohibition applies only if Sections 2 through 6 of this
Amendment become effective pursuant to Subsection 1(c) below.

                  (c) Sections 2 through 6, inclusive, of this Amendment shall
have no force or effect until and unless Lent timely delivers a Continuance
Election pursuant to the terms of Section 1(a).

               2. EMPLOYMENT AND DUTIES. If a timely Continuance Election is
given, the Company agrees to employ Lent as a Special Projects Manager. As such,
Lent shall be a full-time, exempt employee of the Company, but shall not be a
Company officer (for corporate law purposes or for the purposes of Section 16
under the Securities Act of 1934, as amended or Rule 144 as promulgated by the
Securities and Exchange Commission) merely by reason of such position. Unless
otherwise agreed by Lent and the Company, Lent shall receive his project
assignments from,


and shall report to, the Company's Chairman of the Board (or to the Board of
Directors if Lent is then serving as Chairman of the Board), and shall devote to
the performance of his duties under this Amendment not less than the minimum
number of hours required under applicable Company plans for provision of
benefits specified in Section 3(c). Such project assignments shall be
commensurate with Lent's skill, experience and expertise. Lent shall duly and
faithfully perform and observe any and all rules and regulations which the
Company has established governing the conduct of its business or its employees.
Lent shall be permitted to work at appropriate locations outside of the
Company's headquarters and offices in his discretion, and shall not be required
to travel on Company business.

               3. COMPENSATION.

                  (a) BASE SALARY. The Company shall pay Lent a base salary of
$12,000 per year, subject to increase from time to time in the discretion of the
Board of Directors of the Company, payable in arrears in equal semi-monthly
installments. The parties shall comply with all applicable withholding
requirements in connection with all compensation payable to Lent.

                  (b) VACATION. Lent shall be entitled to such annual vacation
time with full pay as the Company may provide in its standard policies and
practices for any other full time exempt employees; provided, however, that in
any event Lent shall be entitled to a minimum of four weeks annual paid vacation

                  (c) OTHER BENEFITS. Lent shall participate in and have the
benefits of all present and future vacation, holiday, paid leave, unpaid leave,
life, accident, disability, dental, vision and health insurance plans (including
but not limited to spousal and dependant coverage benefits under such insurance
plans), pension, profit-sharing and savings plans and all other plans and
benefits which the Company now or in the future from time to time makes
available to any of its full time exempt employees, but expressly excluding
bonus, equity compensation and other incentive compensation

               4. TERM. Lent's employment pursuant to the terms of this
Amendment shall commence as of the date specified by Lent in the Continuance
Notice and shall continue indefinitely until terminated as set forth in this
Amendment. The Company shall have no right to terminate Lent's employment under
this Amendment without Cause (as defined in the Existing Agreement) or by reason
of Lent's death or Disability (as defined in the Existing Agreement).

               5. TERMINATION BY DEATH OR DISABILITY. Lent's employment under
this Amendment shall be terminated in the event of his death or Disability (as
such term is defined in the Existing Agreement). Upon such termination, the
Company, within ten (10) days following the determination of Disability or
receipt of notice of death, shall pay Lent (or his estate) all salary due or
accrued as of the date of death or determination of Disability, and all accrued
vacation pay.

               6. INCORPORATION OF EXISTING AGREEMENT TERMS. The terms of the
following sections of the Existing Agreement shall apply if a Continuance
Election is made: 3 ("Business Expenses"); 6 ("Termination by the Company for
Cause"); 7 ("Voluntary Termination by Employee"); 8 ("No Termination by Merger,
Transfer of Assets or Dissolution"); 12 ("Assignment"); and 14

               7. AMENDMENT. Except as amended hereby, the Existing Agreement
will continue in full force and effect.

        IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.


NextCard, Inc., a California corporation

   ---------------------------------------  ------------------------------------
Its:  Member of the Compensation            Jeremy R. Lent
      Committee of its Board of Directors