H&R BLOCK INC
EXHIBIT 10.3 FIRST AMENDMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>c90202exv10w3.txt
<DESCRIPTION>EXHIBIT 10.3 FIRST AMENDMENT
<TEXT>
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                                                                    Exhibit 10.3

                  FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
                REFUND ANTICIPATION LOAN PARTICIPATION AGREEMENT

      THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED REFUND ANTICIPATION
LOAN PARTICIPATION AGREEMENT (this "First Amendment"), dated as of August 20,
2004, is made by and among Block Financial Corporation, a Delaware corporation
("BFC"), Household Tax Masters, Inc., a Delaware corporation ("Tax Masters"),
and Household Tax Masters Acquisition Corporation, a Delaware corporation, or
its BFC's approved assignee ("HTMAC").

                                    RECITALS

      WHEREAS, the parties hereto entered into a Third Amended and Restated
Refund Anticipation Loan Participation Agreement, dated as of January 1, 2004
(the "Third Agreement"); and

      WHEREAS, the parties hereto desire to amend certain provisions of the
Third Agreement as set forth in this First Amendment;

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth below and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties do hereby
agree as follows:

      1.    Capitalized terms used herein and not otherwise defined herein shall
            have the meanings given to such terms in the Third Agreement.

      2.    Paragraph 2.5 of the Third Agreement is deleted in its entirety and
            the following is substituted in lieu thereof:

            "2.5 Applicable Percentages. Tax Masters (or any of its Affiliates)
            shall be the exclusive facilitator of a Refund Anticipation Check
            Service to customers of Block Offices owned by Block Services,
            Corporate Franchisees and any of Block Services' Affiliates through
            the period ending June 30, 2006 (it being understood that this
            sentence does not supercede or replace the provisions set forth in
            Section 8.1 of the Second Amended and Restated Refund Anticipation
            Loan Operations Agreement dated June 9, 2003). The Applicable
            Percentage for Corporate Pool RALs shall be shall be 49.999999%. The
            Applicable Percentage for a Major Franchisee Pool RAL shall be 25%.
            Notwithstanding the foregoing provisions of this Section 2.5, any
            Applicable Percentage (a) for a particular Tax Period may be such
            lesser percentage as specified by BFC by giving written notice to
            Tax Masters and HTMAC on or before September 1 immediately prior to
            such Tax Period (it being understood that (i)

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            such lesser percentage shall pertain only to the particular Tax
            Period for which such notice is given and (ii) if no such notice is
            given for a particular Tax Period, the Applicable Percentages shall
            be the percentages as set forth in this Section 2.5), or (b) for any
            portion of a particular Tax Period shall be reduced to zero if BFC
            has exceeded its internal funding limit (it being understood that
            (i) the reduction of the percentage to zero shall only be in effect
            during the periods of time BFC has exceeded its internal funding
            limit and (ii) for the periods of time BFC has not exceeded its
            internal funding limit, the Applicable Percentages shall be the
            percentages as set forth in this Section 2.5."

      3.    Except as set forth in this First Amendment, the Third Agreement
            shall remain in full force and effect and is ratified and confirmed
            in all other respects.

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      IN WITNESS WHEREOF, the parties hereto have caused their authorized
representatives to execute this First Amendment as of the date set forth above.

                                        BLOCK FINANCIAL CORPORATION

                                        By:  /s/ Becky S. Shulman
                                            ------------------------------------
                                            Name: Becky S. Shulman
                                            Title: Vice President

                                        HOUSEHOLD TAX MASTERS, INC.

                                        By:  /s/ Susan E. Artmann
                                            ------------------------------------
                                            Name: Susan E. Artmann
                                            Title: Vice President

                                        HOUSEHOLD TAX MASTERS
                                        ACQUISITION CORPORATION

                                        By:  /s/ Susan E. Artmann
                                            ------------------------------------
                                            Name: Susan E. Artmann
                                            Title: Treasurer and CFO


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