MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT

THIS MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT, hereinafter referred to as the “Agreement,” is effective on this 1st day of December, 2001, 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, hereinafter referred to as “Marketer,” having its business address as 3344 Industrial Court, Suite 3, San Diego, California 92130.

WHEREAS, Grad Partners desires Marketer to market on behalf of Grad Partners the federal consolidation loans (hereinafter referred to as “Consolidation Loans”) pursuant to the Federal Family Education Loan Program (hereinafter referred to as “FFELP”) offered by Grad Partners to current and prospective customers of Marketer; and

WHEREAS, Marketer desires to market on behalf of Grad Partners the Consolidation Loans offered by Grad Partners using its lender name of “Consolidation Assistance Program,” on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

1.1      Marketer shall exclusively market to some or all of its current and prospective customers utilizing its Website and direct marketing activities the consolidation loans authorized under Sections 427 and 428 of the Higher Education Act of 1965 of 1965, as amended (hereinafter referred to as the “Act”), and are offered by and meet the Grad Partners loan criteria. Marketer agrees that it will not use the loan applications of Grad Partners for any consolidation loan not meeting such criteria.

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1.2      For the compensation set forth in section 2. below, Marketer shall provide the marketing, administration, and related activities and/or services as set forth in Exhibit 1.2 attached hereto and by this reference made a part hereof.

1.3      Marketer agrees that prior to the use by Marketer of any collateral marketing material, whether written material or Website screens, specifically utilizing Grad Partners or Consolidation Assistance Program names used in its marketing activities, Marketer shall receive the prior written approval of Grad Partners. Grad Partners shall have five (5) business days after receipt by Grad Partners to respond in writing to Marketer whether a respective submission is approved or denied. If Marketer does not receive a response from Grad Partners to the submitted collateral within the five (5) business day period, then the specific submitted collateral material shall be deemed approved.

1.4      In addition to the activities and/or services set forth on Exhibit 1.2 attached hereto, Marketer shall be required to become reasonably knowledgeable and current on the applicable procedures, policies, rules and regulations concerning the marketing and availability of the educational loans offered through the Federal Family Education Loan Program authorized by Title IV-B of the Higher Education Act of 1965, as amended, as related to the student loan services offered by or through Grad Partners.

1.5      On or before March 1, 2002, Marketer shall provide or make available to Grad Partners in the electronic format and methodology set forth on Exhibit 1.5 attached thereto and by this reference made a part hereof all Consolidation Loan information relating to the Consolidation Loan applications sent to or received by Grad Partners or its third party servicer(s) during the term of the Marketing Agreement. The information and methodology for submitting the Application information may be modified by Grad Partners at any time during the term hereof upon thirty (30) days prior written notice to Marketer.

2.1      Grad Partners shall pay Marketer a “Marketing Fee” in the amount set forth in Exhibit 2.1 attached hereto and by this reference made a part hereof for each completed Consolidation Loan application (“Completed Application”) resulting from the marketing, administration, and related activities of Marketer as set forth in Exhibit 1.2 attached hereto.

2.2      For purposes of this Agreement, a “Completed Application” shall mean a FFELP consolidation loan application received and processed by Grad Partners, or its third party servicer(s), wherein all the LVC’s for a respective Consolidation Loan application have been received by Grad Partners or its third party servicer(s) and the respective Consolidation Loan application is ready to be guaranteed by a guarantor and funded by Grad Partners as a student loan.

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3.1      Except as specifically set forth in Exhibit 2.1 attached hereto, all compensation due Marketer for Completed Applications shall be paid within thirty (30) days after the end of the prior calendar month during the term of this Agreement for which a payment is due Marketer. Each monthly payment shall be accompanied by a report indicating the number of Completed Applications received by Grad Partners from the marketing and administrative activities of Marketer for the respective prior calendar month period.

4.1      The parties intend and in good faith believe that the fees to be paid hereunder reflect reasonable compensation by Grad Partners for the marketing, administration, and related services and/or activities of Marketer as set forth in this Agreement. Such payments of compensation are intended to comply with Section 435(d) (5) of the Higher Education Act of 1965, as amended, and the regulations, policy statements, and pronoucements of the U.S. Department of Education, and all such compensation shall be immediately discontinued if the Department of Education informs either party hereto that such payments do not comply with that section of the Higher Education Act, unless an alternative compensation arrangement is acceptable to the parties and approved by the Department of Education or by the opinion of counsels for both parties.

5.1      The term of this Agreement shall be for the period beginning on the date of this Agreement and ending December 31, 2003, unless terminated prior thereto in accordance with the terms of this Agreement.

5.2      Grad Partners may terminate this Agreement upon thirty (30) days prior written notice to Marketer if at the end of any calendar quarter during the term hereof beginning with the first (1st) calendar quarter of year 2002, the average loan balance of all Completed Applications received from Marketer by Grad Partners for such quarter period is less than THIRTY THOUSAND AND NO/100 DOLLARS ($30,000.00), or the consolidation loan applications received by Grad Partners from Marketer is less than ONE THOUSAND FIVE HUNDRED (1,500) for any calendar quarter beginning with the first (1st) calendar quarter of year 2002.

5.3      Marketer may terminate this Agreement upon thirty (30) days prior written notice to Grad Partners should Grad Partners fail to make timely payment of the compensation to Marketer in accordance with Section 3. above, and such breach for non-payment is not cured within fifteen (15) days after written notice is received by Grad Partners.

5.4      Upon written notice to Marketer by Grad Partners of a material breach of the terms of this Agreement, Marketer shall cease all marketing activities on behalf of Grad Partners under the terms of this Agreement until such time as the breach is cured by Marketer, but not later than thirty (30) days after such written notice is received. If the material breach is not cured by Marketer within the thirty (30) day period, Grad Partners shall have the right to terminate this Agreement at anytime thereafter upon written notice to Marketer. For purposes of this Agreement, a “material breach” shall include, but not limited to, the violation of any federal and state law regarding the privacy of customer information and violation of the use of the marks of Grad Partners as set forth in Section 6. below.

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5.5      In the event (i) of a sale or distribution of all or substantially all of the assets of Marketer or a sale or distribution of sufficient stock (other than pursuant to a public offering) or membership interests, as the case maybe, of Marketer to effect a change in control or (ii) that Marketer or its affiliates enters into the business of providing FFELP student loans services or a product(s) or services substantially similar to those student loan products or services of Grad Partner or its affiliates, Grad Partners may, in its sole discretion, terminate this Agreement immediately upon written notice to Marketer.

5.6      Either party may terminate this Agreement with immediate effect: (i) upon the institution by the other party of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the other party to institution of bankruptcy or insolvency proceedings against it or the filing by the other party of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Code, or any other applicable Federal or state law, or the consent by the other party to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or other similar official of the other party or of any substantial part of its property, or the making by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of its inability to pay its debts generally as they become due or the taking of corporate action by the other party in furtherance of any such actions; (ii) if, within sixty (60) days after the commencement of an action against the other party seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future law or regulation, such action shall not have been dismissed or all orders or proceedings hereunder affecting the operations or the business of the other party stayed, or if the stay of any such order or proceeding shall thereafter be set aside; or if, within sixty (60) days after the appointment without the consent or acquiescence of the other party of any trustee, receiver or liquidator or similar official of the other party, or of all or any substantial part of the property of the other party, such appointment shall not have been vacated.

5.7      Upon termination of the this Agreement for any reason except for termination by Marketer due to a material breach by Grad Partners, Marketer shall not directly or indirectly enter into any agreement, whether written or oral, with any party to sell Consolidation Loans without the prior written approval of Grad Partners. This paragraph 5.7 shall survive the termination of this Agreement.

6.1      Grad Partners owns certain marks, including the word mark GRAD PARTNERS and CONSOLIDATION ASSISTANCE PROGRAM (such specifically identified marks herein collectively referred to as the “Marks”). Marketer acknowledges and agrees that any use of the Mark shall be in a form and in a medium as approved from time to time by Grad Partners. Marketer further agrees that Grad Partners has the right to seek and obtain injunctive relief for any violation by the Marketer, its agents and assigns, of Marketer’s obligations hereunder. Grad Partners hereby grants to Marketer a non-exclusive, nontransferable license to use the Marks in connection with its website and direct mail financial aid information marketing activities solely in manner approved by Grad Partners in accordance with the terms of this Agreement, and Marketer accepts this license subject to the terms and conditions set forth in paragraph 6.4. below.

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6.2      Any and all materials used by Marketer to solicit or contact its customers on behalf of Grad Partners using the Marks or related trademarks and/or service marks, including all written materials and/or Website screens, shall be subject to the prior written approval of Grad Partners.

6.3      Upon termination of this Agreement, Marketer agrees to immediately discontinue all use of the Marks or any term and/or logo confusingly similar thereto, and to destroy all materials and Website screens in its possession bearing the Marks. Marketer further agrees to verify to Grad Partners its compliance with the above in the form of a notarized statement to be deliverable to Grad Partners within thirty (30) business days after the termination of this Agreement.

6.4      Marketer acknowledges the ownership of the Marks in Grad Partners, and agrees that it will d