[CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED
AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.]
FIRST
AMENDMENT
TO
THE
MARKETING
AND
ADMINISTRATIVE SERVICES AGREEMENT
THIS FIRST AMENDMENT TO MARKETING AND
ADMINISTRATIVE SERVICES AGREEMENT, hereinafter referred to as the
“First Amendment,” is effective on this 1st day of
April, 2002, by and between GRAD PARTNERS, INC., a Delaware
corporation, hereinafter referred to as “Grad
Partners,” having its principal place of business at 12760
High Bluff Drive, Suite 210, San Diego, California 92130, and
RELIANT PARTNERS LLC, a California limited liability company,
hereinafter referred to as “Marketer,” having its
business address as 3344 Industrial Court, Suite 3, San Diego
California 92121.
RECITALS
WHEREAS, Grad
Partners and Marketer desire to amend the Marketing and
Administrative Services Agreement between the parties, dated
December 1, 2001, hereinafter referred to as the “Marketing
Agreement,” to the Marketing Fee for Completed Applications
generated