ASSIGNMENT AND ASSUMPTION AGREEMENT

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Exhibit 10.23

ASSIGNMENT AND ASSUMPTION AGREEMENT

        THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into by and between FIRST MARBLEHEAD EDUCATION RESOURCES, INC. ("FMER"), a Delaware corporation having a principal place of business at 800 Boylston St., 34th Floor, Boston, Massachusetts 02199 and TERI MARKETING SERVICES, INC. ("TMSI"), a Delaware corporation and wholly-owned subsidiary of FMER. All capitalized terms used herein without definition have the meaning set forth in the Marketing Services Agreement by and between TMSI and THE EDUCATION RESOURCES INSTITUTE, INC. ("TERI"), a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws, with its principal place of business at 31 St. James Ave., Boston, Massachusetts 02116. This Agreement is dated as of and effective as of January 1, 2004.

RECITALS

         WHEREAS , under the Marketing Services Agreement ("Agreement"), TMSI assists TERI in the marketing of TERI-guaranteed loan programs;

         WHEREAS , TMSI desires to assign the performance of its marketing services