SECOND AMENDMENT TO THE MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT

THIS SECOND AMENDMENT TO THE MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT, hereinafter referred to as the “Second Amendment,” is effective on this --1st day of November, 2004, by and between EDUCATION LENDING SERVICES, INC., a Delaware corporation, formerly known as “Grad Partners, Inc.,” doing business as the “Consolidation Assistance Program,” hereinafter referred to as “ELServices,” 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 11526 Sorrento Valley Road, Suite A-1, San Diego California 92121.

WHEREAS, ELServices and Marketer desire to amend the Marketing and Administrative Services Agreement between the parties, dated December 1, 2001, as amended by the First Amendment, dated April 1, 2002, and Letter Agreement, executed February 7, 2003, hereinafter, collectively referred to as the “Marketing Agreement.”

WHEREAS, ELServices and Marketer desire to extend the term of the Marketing Agreement and to further amend the Marketing Agreement to provide for the payment of a Marketing Fee for completed FFELP PLUS loan (“PLUS Loan”), graduate Stafford loan (“Grad Loan”), and undergraduate Stafford loan (“Undergrad Loan”) (collectively referred to as “FFELP Loans”) applications generated by Marketer; as a result of the marketing and administrative services performed by Marketer under the terms of the Marketing Agreement.

WHEREAS, ELServices desires Marketer to market on behalf of ELServices private consolidation loans offered by ELServices, or its affiliates, (“Private Consolidation Loans”) to current and prospective customers of Marketer in the form of leads for Private Consolidation Loans; and

WHEREAS, Marketer desires to market on behalf of ELServices the FFELP Loans, Consolidation Loans, and Private Consolidation Loans offered by or through ELServices, or its affiliates, 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      The term of the Marketing Agreement set forth in paragraph 5.1 therein is extended through June 30, 2006, and shall be automatically extended for additional one (1) year periods thereafter unless either party gives written notice to the other party not later than sixty (60) days prior to the termination of the existing term of its intent not to extend the Agreement for an additional one (1) year period.

2.1      The word “exclusively” in paragraph 1.1 of the Marketing Agreement is hereby removed effective on the date of this Second Amendment.

2.2       Marketing of FFELP Loans and Private Consolidation Loans . In addition to Consolidation Loans, Marketer shall market FFELP Loans and Private Consolidation Loans to some or all of its current and prospective customers utilizing its Website and direct marketing activities in accordance with the provisions of Section 1. of the Marketing Agreement, using the ELServices affiliate’s lender name “Student Loan Xpress” as directed by ELServices. Marketer shall provide the additional 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.

3.       COMPENSATION .

3.1       FFELP Loans . In addition to the Marketing Fee payment for Completed Applications as set forth in the Marketing Agreement, ELServices shall pay Marketer a marketing and administrative services fee (“FFELP Marketing Fee”) for each respective Completed PLUS Loan, Grad Loan, and Undergrad Loan Application (as defined in paragraph 3.3 below) (collectively “Completed FFELP Applications”) as set forth in Exhibit 2.1, as amended herein.

3.2       Private Consolidation Loans . ELServices shall pay Marketer a “Marketing Fee” in the amount set forth in Exhibit 2.1, as amended herein, for each funded Private Consolidation Loan (“Funded Private Loan”), as defined in section 3.4 below resulting from the marketing, administration, and related activities of Marketer as set forth in Exhibit 1.2.

3.3       Completed FFELP Applications . For purposes of this Marketing Agreement, all compensation due Marketer for Completed FFELP Applications shall be paid within thirty (30) days af