**Exhibit 10.25**
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of April 26, 2005(the “Amendment Date”) by and between John Reeves (the “Executive”), and Collegiate FundingServices, Inc., a corporation organized and existing under the laws of the State of Delaware (the“Company”).
WHEREAS, Executive is currently employed as Executive Vice President of Government Relations of theCompany pursuant to an employment agreement dated July 9, 2004, between Executive and the Company(the “Employment Agreement”); and
WHEREAS, at the request of the Board of Directors of the Company, Executive has also been servingas Acting Chief Operating Officer of the Company; and
WHEREAS, in recognition of Executive’s contributions to the success and accomplishments of theCompany and to provide additional incentive for the Executive’s continued contributions andaccomplishments, the Company wishes amend the terms of the Employment Agreement as set forthherein; and
WHEREAS, the Company and Executive agree to enter into such amendment on the terms set forthherein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, andintending to be legally bound, the parties, subject to the terms and conditions set forth herein,agree as follows:
**Definitions.**Capitalized terms not defined herein shall have the meaning set forth in theEmployment Agreement.
Section 1(a) of the Employment Agreement is amended and restated in its entirety to read asfollows:
 (a)  Executive hereby agrees to be employed by the Company as Executive VicePresident and Chief Operating Officer of the Company, and Company hereby agrees toemploy Executive in such capacity. To the extent required by law, Executive’semployment under this Agreement shall be maintained through the primary subsidiary ofthe Company, Collegiate Funding Services, L.L.C. (“CFS”), or another wholly ownedsubsidiary of the Company used to employ Company executives, and in such case anyreference in this Agreement to employment or termination of employment with theCompany shall be deemed to include employment or termination of employment with CFS orsuch other subsidiary.
 A.  Section 1(b) of the Employment Agreement is amended and restated in itsentirety to read as follows:
 (b)  The period of Executive’s employment under this Agreement (the “Term”) shallbegin on July 9, 2004 (the “Effective Date”) and end on the third anniversary of theEffective Date, unless sooner terminated in accordance with Section 12 hereof.
 B.  Section 1(c) of the Employment Agreement is amended and restated in itsentirety to read as follows:
 (c)  The Term shall automatically be extended for an additional one-year periodone-year period each July 9, beginning July 9, 2007, unless either Executive or theCompany delivers written
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    notice to the other party, not later than 60 days before the end of the Term (includingextensions) of their election that the Term not be extended.
 C.  Section 2(a) of the Employment Agreement is amended and restated in itsentirety to read as follows:
 (a)  For the period starting on the Effective Date and ending on the first day ofthe first full pay period following the Amendment Date, the Company shall payExecutive an annual salary at the rate of two hundred twenty thousand dollars($220,000). Starting on the first day of the first full pay period following theAmendment Date, the Company shall pay Executive an annual salary at the rate of threehundred twenty-five thousand dollars ($325,000.00) (such annual salary, as applicable,the “Base Salary”). The Base Salary shall be inclusive of all applicable income,Social Security and other taxes and charges which are required by law or requested tobe withheld by Executive and which shall be withheld and paid in accordance withCompany’s normal payroll practice for its similarly situated executives as in effectfrom time to time.
 D.  There is added a new Section 6(d) to the read as follows:
Upon a Change of Control (as defined in Section 11.3(a)), All Stock Options and/orRestricted Shares held by Executive shall fully vest and, as applicable, beexercisable immediately, and all restrictions on Restricted Shares shall lapse.
 E.  Section 11.3(d) of the Employment Agreement is deleted in its entirety.
**PART II. GENERAL**
 A.  Except as set forth in Section 2 of this Amendment, the Employment Agreementremains in full force and effect.  B.  This Amendment may be executed in any number of counterparts, and each suchcounterpart shall be deemed to be an original instrument, but all such counterpartstogether shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed the day and year firstwritten above.
COMPANY
Collegiate Funding Services, Inc.
By: ________________________
EXECUTIVE
___________John Reeves