AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Exhibit 10.23

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of April 26, 2005 by and between J. Barry Morrow (the “Executive”), and Collegiate Funding Services, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

WHEREAS, Executive is currently employed as Chief Executive Officer and President of the Company pursuant to an employment agreement dated June 30, 2004, between Executive and the Company (the “Employment Agreement”); and

WHEREAS, in recognition of Executive’s contributions to the success and accomplishments of the Company and to provide additional incentive for the Executive’s continued contributions and accomplishments, the Company wishes amend the terms of the Employment Agreement as set forth herein; and

WHEREAS, the Company and Executive agree to enter into such amendment on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:

PART I. DEFINITIONS. CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE EMPLOYMENT AGREEMENT.

PART II. AMENDMENTS.

Upon a Change of Control (as defined in Section 13.3(a)), All Stock Options and/or Restricted Shares held by Executive shall fully vest and, as applicable, be exercisable immediately, and all restrictions on Restricted Shares shall lapse.

PART III. GENERAL

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed the day and year first written above.

COMPANY

Collegiate Funding Services, Inc.

By: ________________________

EXECUTIVE