5.                                      Term and Termination.

5.1.                             Term. This Agreement shall be effective upon its execution and applicable to the Program for Tax Seasons 2008, 2009 and 2010 and all related periods. This Agreement shall terminate and expire on October 31, 2010, unless extended by written agreement of the parties (the “Term”).

5.2.                             Termination by Either Party. Either party may at its option terminate this Agreement (i) upon twenty (20) days’ prior written notice if the other party has materially breached any of the terms hereof and has failed to cure such breach within such twenty-day period; or (ii) immediately upon receipt of written notice of termination of the Program Agreement; provided however if it is ultimately determined that the Program Agreement was wrongfully terminated, then such party shall be liable for wrongful termination under this Agreement. In addition, either party may terminate this Agreement, immediately upon notice to the other party, upon (x) the filing by or against the other party of any petition in bankruptcy or for reorganization or debt consolidation under the federal bankruptcy laws or under comparable law; (y) the other party’s making of an assignment of all or substantially all of its assets for the benefit of creditors; or (z) application of the other party for the appointment of a receiver or trustee of its assets.

5.3                                Continuation of Program. In the event of a termination of the Program under the Program Agreement during a Tax Season, both parties shall continue to provide the Program through the end of such Tax Season, unless otherwise agreed in writing by the parties, or prohibited by law or regulation, and all the relevant provisions of and obligations under this Agreement and the Program Agreement shall survive until such obligations have been completed including any payment obligations for such Tax Season. In addition, either party may elect to discontinue the Program during a Tax Season if the termination is due to an event with respect to the other party described in the last sentence of Section 5.2 occurs.

5.4                                Termination by JHTSL. JHTSL may terminate this Agreement immediately after a good faith discussion as to alternatives if Republic’s processing systems are not available for any reason (including any Force Majeure Event, as defined in Section 9.2) for two (2) consecutive days or more during any Tax Season, or for 30 consecutive days or more during any other time.

6.                                      Ownership of Loans.

The parties agree that Republic will be the sole owner of the Financial Products made under the Program. In addition, Republic shall have the authority to transfer or assign such Financial Products at any time, provided that Republic shall continue to be liable for any violation of law of such transferee or assignee. Without limiting the foregoing, (i) any such transfer or assignment (a) shall comply with all Applicable Laws, rules and regulations, and (b) shall not cause Republic to breach any of its representations or obligations hereunder, and (ii) the transferee or assignee shall (a) represent, warrant and covenant to comply with all Applicable Laws, rules and regulations in the servicing and collection of such loans, (b) agree to provide customer service at a level at least as high as that offered by Republic and (c) demonstrate to Republic’s reasonable satisfaction the ability to comply with such representations, warranties and covenants.

7.                                      Confidential Information.

7.1.                             Confidentiality Rights of the Parties. The parties hereto understand that implementation and operation of the Program involves the use of certain systems, computer programs, marketing, product development, risk management, strategy data and other information, including business information and trade secrets (“Proprietary Information”), that are proprietary to the respective parties. Each party shall safeguard all Proprietary Information

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made available to it by the other party, taking reasonable precautions to withhold the same from disclosure to the same extent that it would take to safeguard its own confidential information and data. Such Proprietary Information shall not include information which is  (i) shown to have been known by the receiving party prior to disclosure to it by the other party, (ii) generally known to others engaged in the same trade or business as the furnishing party, (iii) available to the public through no act or omission by the receiving party or its representatives or professional advisors, or (iv) which is rightfully obtained by the receiving party from third parties (other than professional advisors or other representatives) without restriction of confidentiality. In addition to the foregoing, Republic specifically agrees not to make copies of or to disclose to any other person or firm, other than to employees of Republic who need-to know such information in order to perform Republic’s obligations under this Agreement and who have agreed to be bound by this Article 7, any Proprietary Information (including, without limitation, the names of EROs or Customers or any other identifying information obtained through its relationship with JHTSL as set forth in this Agreement) for any purpose other than performing its obligations hereunder. The foregoing sentence shall not preclude Republic from using its own records of loans which were declined under the Program as reference material in the event any Customer whose Application was declined subsequently applies directly to Republic for a loan. Upon the termination or expiration of this Agreement or the earlier written request of the furnishing party, the parties will return to any furnishing party all Proprietary Information received in connection with this Agreement and certify in writing to such furnishing party that such receiving party has not retained any copies of such Proprietary Information.

7.2.                             Privacy. No party shall make any unauthorized disclosure of or use any personal information of individual consumers which it receives from the other party or on the other party’s behalf other than to carry out the purposes for which such information is received, and each party shall comply, to the extent applicable, with the requirements of the implementing regulations of Title V of the Gramm-Leach Bliley Act of 1999, specifically including, Title 12 CFR Part 332. JHTSL and Republic shall each adopt and maintain a comprehensive privacy policy with respect to its handling of the personal information of individual Customers submitted by such Customers to JHTSL. JHTSL’s and Republic’s privacy policy shall be available on its Internet web sites and each shall comply with the provisions of such privacy policy.

8.                                      Indemnification.

8.1.                             Indemnification by JHTSL. JHTSL shall indemnify, defend and hold harmless Republic, its affiliates and their respective officers, directors and employees from and against any and all losses, expenses and costs (including reasonable attorney’s fees and court costs) caused by  the provision of information to Republic that differs from information provided to the IRS by JHTSL or to JHTSL from the IRS or any and all expenses and costs (including reasonable attorney’s fees and court costs)  or liabilities (including amounts paid in settlement) incurred by Republic in connection with any third party claim, dispute, controversy or litigation (individually, a “claim”) arising out of or resulting from (i) JHTSL’s violation or alleged violation of Applicable Law (except when such violation or alleged violation is directly caused by JHI’s compliance with Program Guidelines); (ii) any material breach by JHTSL of any representation, warranty, covenant or agreement hereunder, or (iii) the negligence or willful misconduct of JHTSL in connection with the performance by it of its obligations under this Agreement.

8.2.                             Indemnification by Republic. Republic shall indemnify, defend and hold harmless JHTSL, its affiliates, and their respective officers, directors, employees and agents, from and against any and all expenses and costs (including reasonable attorney’s fees and court costs), or liabilities (including amounts paid in settlement) incurred by any of them in connection with any third party claim, dispute, controversy or litigation (individually, a “claim”) arising out of or resulting from (i) the Program Guidelines; (ii) the administration, offer and sale of Financial

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Products pursuant to the Program Agreement and the Republic Financial Product Agreement, and the Program Guidelines; (iii) any violation or alleged violation of Applicable Law (including, without limitation, the Federal Truth in Lending Act or any regulation of the Federal Reserve Board or other applicable federal or state banking or consumer finance laws or regulations) by Republic, the Financial Products or the Program Guidelines, (iv) the use of the names, trademarks, service marks, trade names, service names, and logos of Republic in any materials produced hereunder and approved by Republic in connection with the Program; (v) any material breach by Republic of any representation, warranty, covenant or agreement hereunder; or (vi) the negligence or willful misconduct of Republic in connection with the performance by it of its obligations under this Agreement.

8.3.                             Procedures. The indemnitee shall promptly notify the indemnitor in writing of any claim that may be the subject of indemnification under this Article 8, and shall promptly tender to the indemnitor sole control of the defense and any settlement thereof; provided, however, that the failure of an indemnitee to so notify the indemnitor shall not relieve the indemnitor of its indemnification obligations hereunder to the extent that such failure does not actually prejudice the indemnitor with respect to such claim; and provided, further that the indemnitor shall not compromise or settle any claim or action without the prior approval of the indemnitee. The indemnitee shall have the right (but not the obligation) to defend such action or proceeding by retaining attorneys of its own selection to represent it at the indemnitor’s reasonable expense; provided that the indemnitor shall in all events have the right to participate in such defense; and provided further that the indemnitee shall not compromise or settle any such claim or action without the prior approval of the indemnitor.

9.                                      Limitation of Liability.

9.1.                             Consequential Damages. No party will be liable to the other party for incidental, special, indirect or consequential damage, or loss of profits, income, use or other benefits, arising out of or in connection with the performance of its obligations under this Agreement or any failure of such performance; unless such damage or loss is subject to the indemnification provisions of this Agreement or arises from that party’s gross negligence or willful misconduct.

9.2.                             Force Majeure. Notwithstanding any other provision herein to the contrary, either party shall be excused from performance hereunder for failure to perform any of the obligations if (i) such failure to perform occurs by reason of any of the following events (“Force Majeure Events”): act of God, fire, flood, storm, earthquake, tidal wave, communications failure, sabotage, war, military operation, terrorist attack, national emergency, mechanical or electrical breakdown, general failure of the postal or banking system, civil commotion, strikes, or the order, requisition, request or recommendation of any governmental agency or acting governmental authority, or either party’s compliance therewith or government proration, regulation, or priority, or any other similar cause beyond either party’s reasonable control and (ii) such Force Majeure Event is beyond such party’s reasonable control. The party excused from performance shall be excused from performance (i) only after notice from the party whose performance is impaired, (ii) only during the continuance of the Force Majeure Event and (iii) only for so long as such party continues to take reasonable steps to mitigate the effect of the Force Majeure Event and to substantially perform despite the occurrence of the Force Majeure Event. The party whose performance is not impaired may terminate this Agreement by giving notice to the other party after two (2) consecutive days’ failure of performance during any Tax Season or upon thirty (30) consecutive days’ failure of performance at any other time, effective immediately upon written notice to such party.

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10.                               Commitment to Negotiation; Mediation and Arbitration of Disputes.

10.1.                       Negotiation. Except with respect to either party’s wrongful use of the Marks of the other party for which the aggrieved party may seek injunctive or such other relief as such aggrieved party may deem appropriate, or litigation brought against JHTSL by third parties, neither party shall institute any proceeding in any court or administrative agency or any arbitration to resolve a dispute between the parties before that party has sought to resolve the dispute through direct negotiation with the other party. If the dispute is not resolved within three weeks after a demand for direct negotiation, the parties shall then attempt to resolve the dispute through mediation and/or arbitration as provided in this Article 10.

10.2.                       Scope of Arbitration. Except for either party’s wrongful use of the Marks for which the aggrieved party may seek injunctive or such other relief as such aggrieved party may deem appropriate, or litigation brought against JHTSL by third parties, all controversies, disputes or claims between JHTSL and Republic (and any owners, guarantors, affiliates and employees of Republic, if applicable, but in no event shall any of such owners, guarantors, affiliates and employees be deemed third-party beneficiaries of this Agreement), arising out of or related to: (i) this Agreement or any other related agreement between JHTSL and Republic, or any provision of any such agreements; (ii) the relationship of the parties; (iii) the validity of this Agreement or any other related agreement between JHTSL and Republic or any provision of any such agreements; or (iv) any problem arising from the undertakings hereunder, will be submitted for mediation, as set forth below in Section 10.3 and, in the event mediation is not demanded by a party or does not result in a resolution of the dispute, for binding arbitration to the American Arbitration Association on demand of either party. Republic agrees to cause its affiliates and employees of Republic reasonably likely to be involved in such controversies, disputes and claims to agree to be bound by the provisions of Sections 10.2, 10.3, 10.4, 10.5 and 10.6 hereof.

Such arbitration proceeding will be conducted at a mutually agreeable location and will be heard by a panel of three arbitrators in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association, provided that the Federal Rules of Evidence shall be applicable to the arbitration hearing and any evidence obtained for or presented at the hearing and that the arbitrators shall be attorneys familiar with the Federal Rules of Evidence. All other matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and not by any state arbitration law.

The decision and award of the arbitrators will be binding and conclusive upon both JHTSL and Republic, and enforceable in any court of competent jurisdiction. The arbitrators have the right, in their discretion, to award or include in the award any lawfully appropriate relief (including, punitive damages) and to assess costs or expenses to one or both parties and may award attorneys’ fees and legal costs to the prevailing party as part of such award, provided that the arbitrator will not have the right to declare any Mark generic or otherwise invalid.

JHTSL and Republic agree to be bound by the provisions of any limitation on the period of time in which claims must be brought under Applicable Law or this Agreement, whichever expires earlier. JHTSL and Republic further agree that, in connection with any such arbitration proceeding, each must submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed as described above will be forever barred.

Each party agrees that arbitration will be conducted on an individual, not a class-wide, basis, and that an arbitration proceeding between JHTSL and Republic may not be consolidated with any other arbitration proceeding between JHTSL and any other person, corporation, limited liability company or partnership, provided that JHTSL or Republic may consolidate any arbitration

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proceeding commenced under this Section 10.2 with any arbitration proceeding commenced by JHI, JHTSL or Republic under any other agreement executed in connection herewith including without limitation the Program Agreement.

Notwithstanding anything to the contrary contained in this Section, JHTSL and Republic shall each have the right in a proper case to obtain temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction; provided, however, that JHTSL or Republic must contemporaneously submit the dispute for arbitration on the merits as provided herein and the submission to the court shall not waive the right to arbitration.

10.3.                       Mediation. If a dispute is not resolved by direct negotiation, as provided hereinabove, either party may demand mediation. In the event mediation is demanded, it shall take place with a mediator to be agreed upon by the parties. In the event the parties are unable to agree upon a mediator, one will be appointed by the AAA. The mediation will take place at a mutually agreeable location. A demand for mediation will not preclude a party from filing a demand for arbitration, but the parties will agree to a stay of any arbitration proceedings for a period of a minimum of three months from the date mediation is demanded to permit the mediation to take place.

10.4.                       Governing Law. All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Except to the extent governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §§1051 et seq.), or other federal law, this Agreement and all claims arising from the relationship between JHTSL and Republic will be governed by the laws of the state of New York without regard to its conflict of laws principles.

10.5.                       Consent to Jurisdiction. Each party agrees that the other party may institute any action against it (which is not required to be arbitrated hereunder) and any action to confirm or to enforce an arbitration award hereunder in any state or federal court of competent jurisdiction and irrevocably submits to the jurisdiction of such courts and waives any objection it may have to either the jurisdiction of or venue in such courts.

10.6.                       Waiver of Jury Trial. JHTSL and Republic irrevocably waive trial by jury in any action, proceeding or counterclaim, whether at law or in equity, brought by either of them against the other party.

11.                               No Joint Venture.

This Agreement or any acts pursuant hereto shall not constitute a joint venture or create a partnership, agency or employment relationship between the parties. Except as expressly provided in this Agreement, no party shall have, or hold itself out as having, any right, power or authority to act or create any obligation, express or implied, on behalf of the other.

12.                               Audit Rights.

12.1.                       During the Term and for a period of one year thereafter, Republic shall (a) maintain reasonably adequate books and records with respect to any fees or compensation to be provided to JHTSL hereunder and otherwise with respect to its obligations hereunder; (b) upon reasonable written request, provide access to such books and records to JHTSL and its authorized agents (including, but not limited to, its auditors); and (c) cooperate with, and provide to, JHTSL and such agents such assistance as they reasonably may require. JHTSL shall pay for the expenses associated with the conduct of such audit, provided that if such audit reveals an underpayment by Republic of more than five percent (5%) of any amount due

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hereunder, then Republic shall, promptly upon JHTSL’s request, tender the amount of such underpayment to JHTSL and reimburse JHTSL for such audit expenses.

12.2.                       During the Term and for a period of one year thereafter, JHTSL shall (a) maintain reasonably adequate books and records with respect to its obligations hereunder; (b) upon reasonable written request, provide access to such books and records to Republic and its authorized agents (including, but not limited to, its auditors); and (c) cooperate with, and provide to, Republic and such agents such assistance as they reasonably may require. Republic shall pay for the expenses associated with the conduct of such audit, provided that if such audit reveals an inaccurate calculation of Customers of more than five percent (5%) for any Tax Season, then JHTSL shall, promptly upon Republic’s request, reimburse Republic for such audit expenses. In addition, JHTSL acknowledge and agree that JHTSL and the EROs shall be subject to audit, examination and review by Republic and the banking agencies having jurisdiction over Republic.

13.                               Survival.

Upon the expiration or termination of this Agreement in accordance with the provisions of Article 5, no party shall remain liable to the other, except with respect to Articles 1 (to the extent JHTSL’s right to receive payment has accrued), 7.1, 7.2, 8.1, 8.2, 8.3, 9.1, 9.2, 10, 12, this Article 13, and Article 14, all of which shall survive the expiration and termination hereof. Further, no party shall remain liable to the other beyond two (2) years after the termination of this Agreement with respect to Articles 9.1 and 9.2.

14.                               Miscellaneous.

14.1.                       Assignment. This Agreement is binding on, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations under this Agreement (other than in the context of a change in control of a party) without the prior written consent of the other party.

14.2.                       Notices.      All notices and other communications under this Agreement shall be in writing and may be given by any of the following methods:  (a) personal delivery against a signed receipt; (b) facsimile transmission (with confirmation of receipt as provided below); (c) registered or certified mail, postage prepaid, return receipt requested; or (d) overnight delivery service. Notices shall be sent to the appropriate party at its address or facsimile number given below (or as such other address or facsimile number for such party as shall be specified by notice given hereunder):

If to Republic:

Republic Bank & Trust Company

601 W. Market Street

Louisville, KY 40202

Attn:                  William Nelson

Managing Director

With a copy to:

Republic Bank & Trust Company

601 W. Market Street

Louisville, KY  40202

Attn:                  General Counsel

If to JHTSL:

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Jackson Hewitt Technology Services LLC

3 Sylvan Way

Parsippany, NJ 07054

Attn:                   Bill San Giacomo

Group Vice President, Financial Products

with a copy to:

Jackson Hewitt Inc.

3 Sylvan Way

Parsippany, NJ 07054

Attn:                  Office of the General Counsel

All such notices and communications shall be deemed delivered upon (a) actual receipt thereof by the addressee, (b) actual delivery thereof to the appropriate address, or (c) in the case of a facsimile transmission, upon transmission thereof by the sender and issuance by the transmitting machine of a confirmation slip confirming that the number of pages constituting the notice have been transmitted without error. In the case of notices sent by facsimile transmission, the sender shall contemporaneously dispatch a copy of the notice to the addressee at the address(es) indicated above by an overnight courier service. However, such mailing shall in no way alter the time at which the facsimile notice is deemed received.

14.3.                       Severability; Construction. The parties agree that if any provision of this Agreement shall be determined by any court of competent jurisdiction to be void or otherwise unenforceable, then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in effect. If any provision were capable of two constructions, one of which would render the provision valid and the other invalid, then the provision shall have the meaning that renders it valid. In the event that any provision hereof pertaining to fees, commissions or underwriting criteria is held to be invalid, then the parties shall endeavor in good faith the redesign the Program or the terms thereof in a manner consistent with the intent and economic effect of this Agreement.

14.4.                       Waiver. No waiver of any breach of this Agreement shall be effective unless in writing and signed by an authorized representative of the waiving party. The waiver of any breach hereof shall not operate or be construed as a waiver of any other or subsequent breach.

14.5.                       Integration; Subordination of JHTSL Obligations. This Agreement, together with the Schedules hereto and all agreements or documents related hereto or delivered hereunder and the Program Agreement express fully the entire understanding and agreement of the parties concerning the subject matter hereof, and all prior understandings or commitments of any kind, whether oral or written, concerning such subject matter are hereby superseded (other than those obligations which, by their terms and nature, survive termination or expiration). Whenever it states in this Agreement that JHTSL shall cause the EROs to perform any act or do any thing, and such performance is also required of the ERO by the terms of the Republic Financial Product Agreement by and between the ERO and Republic, the provisions of the Republic Financial Product Agreement shall control and JHTSL’s obligations shall be subordinate to the obligations of the ERO.

14.6.                       Amendment. This Agreement may not be amended or modified other than by a written agreement executed by both parties.

14.7.                       Headings. Headings used in this Agreement are for convenience of reference only and do not define, interpret, describe the scope of or otherwise affect any provision hereof.

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14.8.                      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed one and the same instrument.

14.9.                      Further Assurances. From time to time following the execution of this Agreement, each party agrees to do such things and execute and deliver such documents as may reasonably be necessary to effectuate the intent and purposes of this Agreement.

14.10.                No Third Party Beneficiaries. This Agreement has been made for the sole benefit of Republic and JHTSL and is not intended to, and shall not, confer any benefit or rights upon, nor may it be enforced by, any other person.

14.11.                Publicity; Disclosure. Neither party shall issue any press release relating to this Agreement without the prior consent of the other party. Each party hereto shall be permitted to disclose this Agreement to the extent such party determines that such disclosure is required by Applicable Law.

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by a duly authorized officer of each party as of the date set forth above.

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Schedule A

[*] designates portions of this document have been omitted pursuant to a request for confidential requirement filed separately with the Securities and Exchange Commission.

[*]