**Exhibit 10.2**

*******Execution Version*******

[*] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. 

**FIRST ADDENDUM TO**

**SECOND AMENDED AND RESTATED MARKETING AGREEMENT**

This Addendum, effective as of the16th day of November, 2009 (“Effective Date”),is attached to, and is part of, a Second Amended and Restated Marketing Agreement between Company and Bank dated November 16, 2009 (“Agreement”). Except as otherwise set forth herein to the contrary, all other terms and conditions ofthe Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail. Capitalized terms not defined in this Addendum shall have the meaningsset forth for such terms in the Agreement. 

**RECITALS**

WHEREAS, under the Agreement, Bank has agreed to make Bank’s line of credit product known as iPower Plus Line of Credit(“IPLOC” or “IPLOC Program”) available to qualifying Cardholders, subject to certain terms and conditions set forth in the Agreement; 

WHEREAS, Bank and Company desire to set forth in this Addendum Company’s obligation with respect to the funding of excess losses, ifany, attributable to loan advances requested by Cardholders under the IPLOC Program during the 2009/2010 Tax Season; and 

WHEREAS, Bank and Company further desire to set forth in this Addendum Bank’s obligation to pay Company a commission from profits,if any, attributable to loan advances requested by Cardholders under the IPLOC Program during the 2009/2010 Tax Season. 

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, intending to be legally bound, agree as follows: 

**ARTICLE I-DEFINITIONS**

Except as otherwise specifically indicated, the following terms shall have the following meanings in this Addendum (such meanings to be equallyapplicable to both the singular and plural forms of the terms defined): 

“**Actual Rate of Repayment**” means the cumulativeactual amount of IPLOC principal collections as each RPD Date, expressed as a percentage of the maximum total principal of IPLOC loans originated as of such date. 

“**Bank Commission Funding Requirement**” has the meaning set forth in Section 2.3. 

***“*****Bank**[*]***Fee”*** means the amount***,*** on any given date during the duration of the [*], whichrepresents the [*], but not necessarily the only [*], to Bank to [*] throughout the duration of the IPLOC Program. This is equal to the sum of all daily calculations of such [*], each such daily calculation defined as [*] the number of [*] duringthe duration of the IPLOC Program. Initially, the daily [*] will be based upon the Parties’ [*] as shown in **Column C** of **Exhibit A*****.***Subsequently, **Exhibit A** will be updated each day during the duration of theIPLOC Program to [*] of [*] with the [*]. 

“**Commission Funding Account**” has the meaning set forth in Section 2.3.

**“Expected Bank**[*] **Cost*****”*** means the amount***,***on any given date during the duration of the[*], which represents the [*] to Bank to [*] and [*] the [*] necessary to [*] throughout the duration of the IPLOC Program. This is equal to the sum of all daily calculations of such [*], each such daily calculation defined as [*] the outstanding[*] of [*] at the end of each day during the duration of the IPLOC Program. Initially, the daily [*******] at the end of each day will be based upon the Parties’ [***]**as shown in **Column D** of **Exhibit A**attachedhereto. Subsequently, **Exhibit A** will be updated each day during the duration of the IPLOC Program to [*] of [*]. 

“**Goal Rate ofRepayment**” means the cumulative goal amount of IPLOC principal collections as of each RPD Date, expressed as a percentage of the total goal principal of IPLOC loans originated as of such date, as shown in **Column B** of **Exhibit A**attached hereto. 

 

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*******Execution Version*******

 

“**Expected Cash Flow**” means the amount, on any given date during the duration of theIPLOC Program, which represents the total projected amount of collections of principal and fees of IPLOC loan accounts originated throughout the duration of the IPLOC Program. Generally, the Expected Cash Flow is equal to the sum of all dailycollections of these amounts during the duration of the IPLOC Program. Initially, the daily collection amounts for each day will be based upon the Parties’ daily projection as shown in **Column E** of **Exhibit A**. Subsequently,**Exhibit A** will be updated each day during the duration of the IPLOC Program to replace elapsed days’ projected collection amount with the actual collections recorded. 

“**JH Backstop Funding Requirement**” has the meaning set forth in Section 2.2. 

[*] is defined as the total actual amount of [*] from the IPLOC Program minus (a) the [*] minus (b) the [*] the [*] and [*] as outlined for theExpected Bank [*] Cost, minus (c) the [*] using the same [*] and [*] as for the expected Bank [*] Fee. 

“**Progress Rate**”has the meaning set forth in Section 2.1. 

“**Rate Variance**” has the meaning set forth in Section 2.1. 

“**Reserve Funding Account**” has the meaning set forth in Section 2.2. 

“**Repayment Progress Determination Dates**” or “**RPD Dates**” has the meaning set forth in Section 2.1. 

**ARTICLE II–PERIODIC CALCULATIONS**

********Section 2.1*********Periodic Calculation******* of [*] *******and*******[*]***.***

As of the close of business on each [*] from [*] through and including [*] or [*]***,***the Parties shall determine the [*]the [*] and the [*]. For each [*], the Parties agree there shall also be [*] a [*] which shall be equal to [*] the [*] of the respective date’s [*]. 

**Section 2.2 Periodic Calculation of JH Backstop Funding Requirement.**

Within three (3) Business Days of each [*], Company agrees to [*] to Bank, to be placed in a Bank [*], an amount equal to, if [*], the [*] of theresult of: 

a) the respective date’s [*] multiplied by 

******b) the sum of (i) the [*] as of the respective [*] (ii) the [*] as of the respective [*] (iii) the [*] as of the respective[*] (iv) the [*] of [*] as of the respective [*]***.***

The foregoing [*] shall be defined as the [*]. Notwithstanding theforegoing, the [*] shall at no time [*] that [*] to [*] to the [*] to [*] of the [*] the [*] of the IPLOC Program. For avoidance of doubt, the estimated maximum JH Backstop Funding Requirement calculated as of the date of this Addendum is$3,988,200. 

Notwithstanding the foregoing, on any given [*], if the [*] of the [*] in a [*] of [*] in the Reserve Funding Account, Companymay, at its option, request Bank to [*] the [*] to Company; provided, however, that Company shall continue to comply with the terms of this Section 2.2 in the event Company is subsequently required to [*] the [*] based on calculations performedon future [*]. 

***Section 2.3***Periodic Calculation of Bank [*] Requirement.******

Within three (3) Business Days of each [*], Bank agrees to place on [*], in a Bank [*] for the benefit of Company (the [*]), an amount equal to, if[*], the value of the result of: 

******a) the respective date’s [*]***,***multiplied by ******

b) the [*] (i) the [*] as of the [*] (ii) the [*] as of the respective [*] (iii) the [*] as of the respective [*] (iv) the [*] of [*]to date, multiplied by 

******c) [*].******

******The foregoing calculation shall be defined as the ***“***Bank [*] Requirement”.******

 

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*******Execution Version*******

 

Notwithstanding the foregoing, on any given [*], if the calculation of the Bank [*] Requirement [*] in a[*] of [*] in the [*] Account, Bank may, at its option, [*] the [*]; provided, however, that Bank shall continue to comply with the terms of this Section 2.3 in the event Bank is subsequently required to [*] the Bank [*] Requirement based oncalculations performed on future [*]. 

**Section 2.4 Weekly Update.**

By no later than 4:00 p.m. Central time on the Business Day following each RPD Date during the duration of the IPLOC Program, Bank shall provide toCompany an updated **Exhibit A**, which update shall replace any prior projected numbers contained in such Exhibit with the actual numbers recorded to date. 

**ARTICLE III-SETTLEMENT REQUIREMENTS**

**Section 3.1 JH Backstop Settlement Requirement.**

On July 15, 2010, or on such earlier date as may mutually be agreed upon by the Parties, the Parties agree that the amount of the JH BackstopFunding Requirement as of July 3, 2010, if any, shall be remitted by Company to Bank and any remaining amount in the Reserve Funding Account after such disbursement shall be remitted by Bank to Company. 

**Section 3.2 Bank Commission Settlement Requirement.**

On July 15, 2010, or on such earlier date as may mutually be agreed upon by the Parties, the Parties agree that the amount of the Bank CommissionSettlement Requirement as of July 3, 2010, if any, shall be remitted by Bank to Company and any remaining amount in the Commission Funding Account after such disbursement shall revert to Bank. 

**ARTICLE IV-TERM AND TERMINATION**

**Section 4.1 Term of Addendum**. This Addendum shall become effective as of the Effective Date set forth above, and shall continue untilJuly 15, 2010, or upon the fulfillment by both Parties of their settlement obligations pursuant to Sections 3.1 and 3.2, whichever is later (the “Term”). 

**Section 4.2 Early Termination for Cause**. This Addendum may be terminated by either Party if the non-performing Party fails to materiallyperform that Party’s obligations hereunder, but only if the non-performing Party fails to cure such breach within 10 days after the non-performing Party receives written notice specifying the failure. 

**Section 4.3 Termination of Agreement or IPLOC Program**. The obligations of each Party hereunder shall survive the termination of the Agreementor the IPLOC Program. 

**Section 4.4 Return of Proprietary Information**. Upon termination of this Addendum, the Parties will returnto any furnishing Party all proprietary and Confidential Information received in connection with this Addendum and certify in writing to such furnishing Party that such receiving Party has not retained any copies of such proprietary or ConfidentialInformation. 

**Section 4.5 Survival of Payment Obligations.**

Any payment obligations of non-performing Party arising pursuant to this Addendum shall survive and continue in accordance with the terms of thisAddendum. Notwithstanding anything in this Article IV to the contrary, in the event this Addendum is terminated by either Party for cause pursuant to Section 4.2, the terminating Party may offset any amounts owing by the non-performing Partypursuant to this Addendum by any amounts owed by the terminating Party to the non-performing Party under this Addendum or the Agreement until all amounts owed by the non-performing Party hereunder have been paid in full. 

IN WITNESS WHEREOF, this Agreement is executed by the Parties’ authorized officer or representative as of the date set forth above. 

 
COMPANY  MetaBank, d/b/a Meta Payment SystemsBy: 
/s/ Daniel P. O’Brien
  By: 
/s/ Trent J. Sorbe
Name: 
Daniel P. O’Brien
  Name: 
Trent J. Sorbe
Title: 
CFO
  Title: 
Senior Vice President/Credit

 

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*******Execution Version*******

 

**Exhibit A**

Table of IPLOC [*] 

Bank willprovide Company with a copy of Exhibit A, as may be amended from time to time pursuant to the terms of this Addendum 

[*] 

 

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