ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 16, 2009, Jackson Hewitt Inc. ("JHI"), a subsidiary of Jackson Hewitt Tax Service Inc. (the "Company"), entered into the Second Amended and Restated Marketing Agreement (the "Second Amended and Restated Marketing Agreement") with MetaBank d/b/a Meta Payment Systems ("MetaBank"), and a First Addendum ("Addendum") to the Second Amended and Restated Marketing Agreement with MetaBank dated the same date. The Second Amended and Restated Marketing Agreement amends and supersedes the Amended and Restated Marketing Agreement, dated November 17, 2008, between JHI and MetaBank. The Second Amended and Restated Marketing Agreement expires on October 31, 2011. The Addendum expires on the later of July 15, 2010 or the date upon which the parties' obligations under the Addendum have been fulfilled.

The Second Amended and Restated Marketing Agreement sets forth the terms for the 2010 tax season under which MetaBank is responsible for issuing and managing the Company's prepaid debit card program and providing line of credit products related to the card. JHI receives payment from MetaBank based on certain levels of revenues and gross profits.

The Addendum provides that in the event MetaBank's loan losses related to one of the line of credit products provided under the Second Amended and Restated Marketing Agreement significantly exceed MetaBank's projected losses, JHI will make payments to MetaBank to offset such losses. JHI's payment obligations will not arise unless MetaBank's actual loan losses are approximately two times the level of MetaBank's projected losses under the program. JHI's maximum payment obligation is approximately $4 million, which will occur in the event that MetaBank's actual loan losses are approximately two and a half times MetaBank's projected losses.

The Company will seek confidential treatment from the Securities and Exchange Commission for certain portions of the Second Amended and Restated Marketing Agreement and the Addendum in connection with filing such agreements as exhibits to the Company's Quarterly Report on Form 10-Q for the period ended October 31, 2009.

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