UICI
AGREEMENT BETWEEN STUDENT LOAN MARKETING ASSN.
<DOCUMENT>
<TYPE>EX-10.79
<SEQUENCE>11
<FILENAME>d08102exv10w79.txt
<DESCRIPTION>AGREEMENT BETWEEN STUDENT LOAN MARKETING ASSN.
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.79


                              EXPORTSS(R) AGREEMENT
                                       of
                                  JULY 1, 2000


                                     BETWEEN

                       STUDENT LOAN MARKETING ASSOCIATION
                             11600 Sallie Mae Drive
                                Reston, VA 20193

                                       AND

                               FLEET NATIONAL BANK
                   (solely in its capacity as trustee for the
                           AMS Education Loan Trust)
                             111 Westminster Street
                              Providence, RI 02903


                                       and



                       ACADEMIC MANAGEMENT SERVICES, INC.
                                  One AMS Place
                                463 Swansea Drive
                             Swansea, MA 02777-0100



--------------------------------------------------------------------------------

OUR AGREEMENT     This is an Agreement between the Student Loan Marketing
                  Association (Sallie Mae, we, us, our), Fleet National Bank, as
                  Trustee for the AMS Education Loan Trust under Trust Agreement
                  dated February 3, 1994. "Together we" or "we both" refer to
                  both parties. Academic Management Services, Inc. ("AMS") joins
                  in the execution of this document to agree to the provisions
                  hereof and to authorize Fleet National Bank to enter into this
                  Agreement as trustee ("Trustee"). The Agreement defines how we
                  will provide services to originate and service your loans, and
                  the conditions under which we will purchase them. Terms whose
                  first occurrence are in italics are defined in Section 23.

--------------------------------------------------------------------------------




<PAGE>



                                TABLE OF CONTENTS

PART I LOAN ORIGINATION AND LOAN SERVICING

SECTION 1       Loan Origination
SECTION 2       Delivery of Loans Not Originated by Sallie Mae
SECTION 3       Sallie Mae's Servicing Responsibilities
SECTION 4       Lender's Additional Responsibilities for Loan
                 Origination and Servicing
SECTION 5       Compensation to Sallie Mae
SECTION 6       Right of Inspection
SECTION 7       Allocation of Liabilities
SECTION 8       Relationship of Parties

PART II LOAN SALES

SECTION  9      Types of Sales
SECTION 10      Additional Obligations of the Lender
SECTION 11      Sales Conditions and Procedures
SECTION 12      Closing of Sale
SECTION 13      Post-Sale Obligations of the Lender
SECTION 14      Rejection of Loans
SECTION 15      The Lender's Repurchase Obligation

PART III GENERAL PROVISIONS

SECTION 16      Representations and Warranties of the Lender
SECTION 17      Representations and Warranties of Sallie Mae
SECTION 18      Payment of Expenses and Taxes
SECTION 19      Communications and Notices
SECTION 20      Legislative Changes
SECTION 21      Termination
SECTION 22      Other Provisions
SECTION 23      Definitions
SECTION 24      Trustee Provisions
SECTION 25      Termination of Prior Agreement


ATTACHMENTS

ATTACHMENT A    Schedule of Fees
ATTACHMENT B    Officer a Certificate
ATTACHMENT C    Bill of Sale
ATTACHMENT D    Representations and Warranties of the Lender
                 with Respect to Loan
ATTACHMENT E-1  Blanket Endorsement
ATTACHMENT E-2  Power of Attorney
ATTACHMENT F    Purchase Price Information
ATTACHMENT G    Names for Facsimile Signature



<PAGE>



                  PART I - LOAN ORIGINATION AND LOAN SERVICING



SECTION  1        LOAN ORIGINATION

                  We will process student loan applications and originate
                  student loans on your behalf according to the requirements of
                  the Higher Education Act of 1965 as amended (the Act) and any
                  related Regulations. We will continue this origination process
                  until termination of such obligation under Section 21. In
                  addition, together we agree to the following:


APPLICATIONS TO   We will only be required to process completed applications
BE PROCESSED      from students who attend schools on your list of approved
                  schools. You agree to provide this list with a signed original
                  of this Agreement. You can add or delete names from the list
                  by notifying us in writing or in another manner we specify. We
                  will not unreasonably withhold our agreement to add such other
                  schools. We will only process Loans of less than $250 if they
                  are Serial Loans.


PROCEDURES FOR    We will review all applications sent to us on your behalf for
PROCESSING        completeness and the requirements the Guarantor has specified.
APPLICATIONS      We will send properly completed applications to the Guarantor
                  for approval. If an application is not completed properly, we
                  will use our best efforts to contact the applicant by
                  telephone or in writing to complete it properly, using our
                  standard procedures.

                  If the application is not corrected or resubmitted properly
                  within 90 days after the end of the loan period, we will
                  terminate the application on our system.

DISBURSING        We will disburse Loan proceeds when an application is approved
LOANS BY CHECK    by the Guarantor. We will report to you the amounts to be
OR MASTER CHECK   disbursed. Funds for these Loans will be drawn from your bank
                  account. We will also transmit from your bank account all
                  insurance


                                      -1-


<PAGE>
                  premiums that are due to the Guarantor on a Loan. Refunded
                  insurance premiums that we receive will be promptly credited
                  to your bank account.

                  We may disburse Loans by master check to schools that indicate
                  to us that they desire to receive Loan disbursements by such
                  method. If we learn that a Guarantor requires that you enter
                  into agreements with it or with schools to which we will
                  disburse Loans by master check, we will notify you. You agree
                  to enter into such required agreements and to give us copies
                  when signed. You will be responsible for paying all fees, if
                  any, charged by a Guarantor in connection with disbursement of
                  Loan proceeds by master check. We will send the master check
                  to each school together with a disbursement roster containing
                  the information required by the Act and Guarantor, and we will
                  send you a copy of the portion of the disbursement roster that
                  lists information for your Borrowers. You acknowledge and
                  agree that, in accordance with the Act and Regulations, the
                  school will be responsible for obtaining the Borrower's
                  authorization for the release of Loan proceeds.

                  You will be responsible for ensuring that sufficient funds are
                  in your bank account to cover all disbursements and insurance
                  premiums. You also agree to maintain and reconcile this bank
                  account.

DISBURSING        If you approve a particular school to receive disbursements by
LOANS BY EFT      EFT, then if that school is eligible and approved by us to
                  receive funds by EFT (which approval shall not be unreasonably
                  withheld), we may send funds to that school by EFT in
                  accordance with the requirements of the Guarantor or
                  Disbursement Agent. If we learn that a Disbursement Agent
                  requires that you enter into agreements with it or with
                  schools to which we will disburse



                                       -2-


<PAGE>


                  Loans by EFT, we will notify you. You agree to enter into such
                  required agreements and to give us copies when signed. If you
                  learn that any of your approved schools have become ineligible
                  for EFT disbursements, or if any of the agreements you entered
                  into with any Guarantor or Disbursement Agent have been
                  terminated, you must notify us in writing immediately. If you
                  want us to stop EFT disbursements to any particular school or
                  to change the method of origination for any particular
                  school, you also must notify us in writing. We will process
                  such change as promptly as possible. You are responsible for
                  paying all fees charged by a Disbursement Agent in connection
                  with disbursement of Loan proceeds by EFT.

                  We will report to you the amounts that are to be disbursed.
                  You hereby grant us a limited power of attorney to initiate a
                  debit entry to your account in order to fund all loan
                  disbursements and other payments we make by EFT on your
                  behalf, and you agree to sign a confirming written
                  authorization in the form attached to this Agreement. We may
                  retain EFT funds as escrow agent (with the rights and
                  responsibilities set forth in the Act and Regulations) for up
                  to 3 business days before we initiate either a wire transfer
                  or a credit entry to the school's account. We will send a
                  disbursement roster to the school containing the information
                  required by the Act and Guarantor, and we will send you a copy
                  of the portion of the disbursement roster that lists
                  information for your Borrowers. If you or the school want us
                  to send the disbursement roster by overnight delivery method,
                  we may charge you for the actual cost of such delivery. You
                  acknowledge that, in accordance with the Act and Regulations,
                  the school will be responsible for obtaining the Borrower's
                  authorization for the release of Loan proceeds.



                                      -3-


<PAGE>


                  For Loans that you want to be disbursed using escrow services
                  offered by a Disbursement Agent, we will inform you whether we
                  are capable of using such Disbursement Agent's escrow services
                  and which of the duties and responsibilities that we would
                  normally perform will instead be performed by such
                  Disbursement Agent. You acknowledge that we may use as the
                  disbursement date for such Loans the date that funds were
                  provided (or were scheduled to be provided) to the
                  Disbursement Agent and that we will treat such Loans for all
                  purposes as having been disbursed by EFT, unless either (i)
                  the Guarantor or the Secretary otherwise directs or (ii) we
                  conclude that the Act or Regulations otherwise require. You
                  acknowledge that the escrow services offered by a Disbursement
                  Agent may alter or diminish our origination, administrative,
                  and servicing duties and responsibilities under this
                  Agreement, in which event we will have no responsibility or
                  liability for performing the services that are to be performed
                  by such Disbursement Agent. If a Guarantor notifies us that it
                  will be taking over any or all of the origination or
                  disbursement services that we would normally perform for you,
                  we may allow the Guarantor to perform such services, in which
                  case we will no longer have responsibility or liability for
                  such services.

USE OF            You also hereby authorize us to process Loan applications that
LAUREATE(R)       we receive through Laureate that designate you as the lender,
INTERNET-BASED    and to originate such student loans through Laureate on your
LOAN              behalf. You acknowledge that (i) we may not be able to
ORIGINATION AND   originate Loans through Laureate for attendance at any
DISBURSEMENT      particular school on your approved school list unless such
SERVICES          school has also elected and agreed to participate with us both
                  in the Laureate loan origination and disbursement process, and
                  (ii)




                                      -4-



<PAGE>


                  if a school has elected to participate with us both in the
                  Laureate loan origination and disbursement process,
                  originations for attendance at that school will be made
                  through Laureate. We will continue to originate Loan
                  applications that we receive through Laureate until the
                  earlier of (i) the date we stop offering Laureate origination
                  services to schools and lenders, (ii) the date Part I of the
                  Agreement is terminated, or (iii) a date that is 60 days after
                  we receive written notice from you directing us to stop
                  originating through Laureate (either in whole or with respect
                  to a particular school). Any such termination shall only be
                  applicable with respect to loans that we have not yet begun to
                  process through Laureate as of the effective date of such
                  termination. You acknowledge that all features and functions
                  of Laureate are the property of Sallie Mae and/or its
                  affiliates, and you waive any claim of ownership with respect
                  thereto. You agree to take appropriate security measures to
                  protect the security of passwords, to monitor your staff,
                  including but not limited to those persons designated as the
                  primary and secondary contacts, for unauthorized use of the
                  Laureate functions, and to restrict passwords and access to
                  Laureate to the appropriate staff. You agree that use of
                  Laureate shall be limited to authorized employees and that in
                  no event shall you take action to permit a third party to use
                  Laureate.

                  LAUREATE INCLUDES FUNCTIONS AND INFORMATION THAT ARE SUBJECT
                  TO CHANGE WITHOUT NOTICE. IF ANY SUCH CHANGE WILL PREVENT THE
                  DISBURSEMENT OF LENDER'S LOAN THROUGH LAUREATE, SALLIE MAE
                  WILL PROMPTLY NOTIFY YOU. SALLIE MAE WANTS THE FUNCTIONS AND
                  INFORMATION TO BE AS UP-TO-DATE AND ACCURATE AS POSSIBLE, BUT
                  WE CANNOT GUARANTEE, AND WE EXPRESSLY DO NOT WARRANT, THAT THE
                  INFORMATION YOU MAY OBTAIN FROM OUR




                                      -5-


<PAGE>



                  INTERNET SITE IS ERROR-FREE OR THAT YOUR ACCESS TO OUR
                  INTERNET SITE WILL BE UNINTERRUPTED, OR THAT MATERIAL
                  ACCESSIBLE FROM THIS SITE IS FREE OF VIRUSES.

ADVANCES          We may advance funds on your behalf if sufficient funds are
                  not in your bank account on the day we are scheduled to draw
                  from your account. You agree that such advances will benefit
                  your student loan program, and you agree to repay the entire
                  amount of such advances, together with a finance charge that
                  we may impose at the Prime Rate, when we request repayment,
                  provided such request is made promptly.

LOAN              If a Loan is cancelled after a check has been issued, we will
CANCELLATION      promptly notify you to void the check. If we determine that a
AND LOST CHECKS   check has been lost we will issue a new check and notify you
                  to void the lost check. For Loans disbursed by master check or
                  EFT, we will use our best efforts to obtain the return of the
                  disbursed funds for each Cancelled Loan that we know of so
                  that we can process a cancellation. We will promptly return to
                  you any funds relating to Cancelled Loans that are returned by
                  the school to us, as well as any other funds pertaining to
                  Loan disbursements that the school returns to us. If Loan
                  funds are returned by the school or by a Guarantor directly to
                  you, or if you learn that the Loan should be cancelled, you
                  must notify us so that we may process a cancellation.

SERVICES OF       You acknowledge that we may subcontract with our affiliate,
SALLIE MAE        Sallie Mae Servicing Corporation, to perform some or all of
AFFILIATE         the origination and/or servicing activities that we are to
                  perform under this Agreement. Notwithstanding any such
                  subcontracting, Sallie Mae will remain liable to you, to the
                  extent set forth in this Agreement, for all such origination
                  and/or servicing activities



                                      -6-


<PAGE>

                  that are performed by Sallie Mae Servicing Corporation. To the
                  extent Sallie Mae Servicing Corporation performs any such
                  origination and/or servicing activities, it will have the same
                  authority granted to us in, and will perform such activities
                  in compliance with the standards set forth in, this Agreement.
                  You also agree that all liability limitations set forth in
                  this Agreement shall apply equally to Sallie Mae Servicing
                  Corporation as well as to Sallie Mae.

EFFECT OF         When our origination obligations are terminated under Section
TERMINATION       21, we will no longer have an obligation to process additional
                  applications and disburse Loans, but we will continue to
                  process applications in our possession at that time. If this
                  Agreement is terminated because of an Insolvency Event, we may
                  cease processing applications and disbursing all Loans
                  immediately. See Section 21 for additional effects of
                  termination.

SECTION 2         DELIVERY OF LOANS NOT ORIGINATED BY SALLIE MAE

                  At any time during the Commitment Period, you may request that
                  we service Eligible Loans that you own but that we did not
                  originate. We will not be obligated to service these
                  additional Loans if the sum of the following exceeds the
                  Commitment Amount:

                  Principal Balance of the Loans already originated by Sallie
                  Mae;

         PLUS     Principal Balance of Loans that have not been originated by
                  Sallie Mae for which you have requested servicing;

         PLUS     Principal Balance of Loans reasonably expected to be
                  originated by Sallie Mae.

STEP 1            You will notify us that you wish us to service your additional
                  Loans and will provide us with


                                      -7-



<PAGE>


                  a summary of these Loans including the Loan program type(s),
                  the approximate number of both Borrowers and Loans, and the
                  approximate total Principal Balance of the Loans.

STEP 2            We will consult with you to schedule a mutually agreeable
                  delivery date on which the documentation for the additional
                  Loans should be delivered to us and by what delivery method.

STEP 2            To the extent Loan documentation is provided to us, we will
                  examine the Loan documentation and work with you to correct
                  any problems we discover that prevent a Loan from being an
                  Eligible Loan. You agree to notify us of any such problems of
                  which you are aware.

STEP 4            We will notify you of any Loans that have problems that cannot
                  be resolved to our reasonable satisfaction and may, at our
                  discretion, return these Loans to you.

SECTION 3         SALLIE MAE'S SERVICING RESPONSIBILITIES

                  We will service all of the Loans we originated for you and
                  those additional Loans we did not originate but accepted for
                  servicing. We will continue servicing your Loans until each
                  Loan is either purchased or rejected for purchase under Part
                  II of this Agreement even after the end of the Commitment
                  Period.

COMPLIANCE        We will service all Loans in accordance with the Act and
                  Regulations.

INQUIRIES AND     We will respond promptly to any inquiries from the Borrower,
REPORTS           the Guarantor, the Secretary, or the Borrower's school
                  regarding Loans we are servicing for you. We will also file,
                  or prepare for you to file, all reports, claims, and billing
                  statements for those Loans required by the Guarantor or the
                  Secretary. We will send you copies of these reports,

                                      -8-


<PAGE>

                  claims and billing statements at your request. However, you
                  will be responsible for preparing and paying the cost of the
                  annual lender audit report required by the Secretary.

                  We will also provide you with our standard reports for lenders
                  generated by our system. If you request a non-standard
                  report, we will estimate our actual cost to provide such
                  report, and only if you agree in advance to pay such cost,
                  will we provide such report.

LOAN PAYMENTS     We will process all Loan payments from the Borrowers,
                  Guarantor, and Secretary that we receive. We will deposit
                  these payments and transfer funds to your bank account monthly
                  by an automated clearing house transfer.

FACSIMILE         You authorize Sallie Mae to affix the facsimile signatures of
SIGNATURES        the persons named in Attachment G to this Agreement on your
                  checks used by Sallie Mae to originate Loans on your behalf.
                  You will honor any check bearing such a facsimile signature
                  that matches the signature of such person(s) on file with you.

SECTION 4         LENDER'S ADDITIONAL RESPONSIBILITIES FOR LOAN ORIGINATION
                  AND SERVICING

APPLICATION       You agree to prepare and distribute application packages in a
PACKAGES          form reasonably acceptable to us that comply with the Act and
                  the Regulations.

DISBURSEMENT      You agree to notify us if any checks drawn on the disbursement
CHECKS            bank account remain outstanding more than 90 days, and to stop
                  payment on any checks we identify for cancellation.

FORWARDING        If you receive any communications or payments on a Loan that
COMMUNICATIONS    we are servicing for you, you agree to forward the
AND PAYMENTS      communication or the payment to us within 2 business days.





                                      -9-


<PAGE>






POWER OF          By signing this Agreement, you grant Sallie Mae all reasonably
ATTORNEY          necessary authority to act as your agent and attorney-in-fact
                  for originating or servicing Loans that we are servicing for
                  you. Sallie Mae's powers under this provision do not include
                  the right to waive strict compliance with the terms of the
                  Loan by the Borrower. You agree to execute a specific
                  power-of-attorney if required by the Guarantor or the
                  Secretary.

INQUIRIES         You agree to cooperate with us, as necessary, to respond
                  promptly to inquiries concerning Loans.

GUARANTOR         You agree to furnish us with copies of all agreements between
AGREEMENTS        you and the Guarantor that affect the Loans that we originate
                  or service for you.

SECTION 5         COMPENSATION TO SALLIE MAE

BASIC FEES        Upon receipt of a monthly itemized bill from us, you agree to
                  pay us the fees listed in Attachment A until the end of the
                  Commitment Period.

FEES AFTER THE    After the end of the Commitment Period, you will remit to
COMMITMENT        Sallie Mae, on a monthly basis, origination and servicing fees
PERIOD            which will be at a rate equal to the fees charged immediately
                  prior to the end of the Commitment Period, increased by 10%.
                  We also retain the right to increase such fees on each
                  anniversary of the expiration of the Commitment Period by 10%
                  of the then-applicable fees.

LINKAGE FEES      We will advise you prior to using any electronic linkage with
                  a Guarantor for which a fee is charged. If you elect to use
                  this linkage, you will reimburse us for any fees we incur for
                  use of that linkage on your behalf.



                                      -10-



<PAGE>

LATE FEE          If any bill is not paid within 30 days of its date, you agree
                  to pay a late fee of 1.5% for each month or part of a month
                  you are late with your payment.

SECTION 6         RIGHT OF INSPECTION

                  You or your agent, or any governmental agency having authority
                  over your business, may examine or audit our books and records
                  for origination and servicing of your Loans. You agree to give
                  us at least 10 business days' notice of such examination or
                  audit if possible, to schedule it during normal business hours
                  if possible, and to reimburse us for any reasonable costs we
                  incur for these activities.

                  If such agency provides you with fewer than 10 business days'
                  notice, then we will still allow you to examine or audit such
                  books and records provided we are given no fewer than 5
                  business days' notice (or fewer if under court order or
                  required for you to comply with the Act). You recognize that
                  we may not be able to assign personnel to, and otherwise
                  prepare for, such an examination or audit on fewer than 5
                  business days' notice.

SECTION 7         ALLOCATION OF LIABILITIES

STANDARD OF       We both agree to perform our obligations in Part I of this
CONDUCT           Agreement without negligence.

LIMITS ON         A Loan is still an Eligible Loan and shall be purchased by us
SALLIE MAE'S      hereunder regardless of whether the Commitment Period has
LIABILITY         expired, this Agreement has been terminated, the Commitment
                  Amount has or would exceeded, or any other provision of this
                  Agreement that might otherwise bar that purchase, if it fails
                  to meet the criteria for an Eligible Loan solely because of an
                  act or omission by Sallie Mae in originating or servicing the
                  Loan.



                                      -11-


<PAGE>



                  In addition to buying each such Loan, the maximum money
                  damages we will pay to you due to any breach of Part I or Part
                  II of this Agreement will be 0.5% of the total Principal
                  Balance of all Loans serviced under this Agreement as of the
                  date of the breach.

                  In no event will we have liability to you for any of the
                  following:


                  o        damages arising from violations of state law;

                  o        indirect, consequential or exemplary damages (except
                           that, subject to any other limitations below, we will
                           be liable for violations of requirements of a
                           Guarantor, but if those requirements are expressed as
                           requiring compliance with state law in general or any
                           specific state law, we will not have liability for
                           violating such state law);

                  o        losses arising from electronic data transmission
                           problems in connection with our actions on your
                           behalf;

                  o        the Guarantor's or Disbursement Agent's failure to
                           perform;

                  o        any wrongful act or omission of you, your employees
                           or your agents, any other person or entity or its
                           employees or agents, such as the failure of such
                           person or entity to comply with requirements of a
                           Guarantor or the Secretary;

                  o        any failure of any third party to maintain an audit
                           trail of funds or records proving proper disbursement
                           or



                                      -12-



<PAGE>




                           proper crediting of the Borrower's account;

                           o incorrect information from schools or Borrowers; or

                           o any errors, breaches or delays that arise from acts
                             of God, equipment or similar failure or other
                             circumstances beyond our control.

                           No provision of this Agreement will alter or limit
                           any joint or several liability we or you may have to
                           the Secretary pursuant to 34 C.F.R. 682.413.

REPRESENTATIONS            The parties acknowledge and agree to the following
REGARDING                  with respect to our marketing activities that
MARKETING                  generate loans for you to be sold to us (the
ACTIVITIES                 Marketing Activities):

                                    1) At no time have you been or will you be
                           authorized to exercise dominion and control over the
                           Marketing Activities; and

                                    2) We have conducted and will conduct the
                           Marketing Activities in full compliance with the Act
                           and Regulations.

SECTION 8                  RELATIONSHIP OF PARTIES

                           We are an independent contractor acting as your agent
                           only for the services specifically described in this
                           Agreement. This Agreement is not a joint venture or
                           partnership between you and Sallie Mae.

                           PART II - LOAN SALES

SECTION 9                  TYPES OF SALES

                           This Agreement covers three types of sales of
                           Eligible Loans: an Initial Liquidation Sale (if
                           provided for), optional sales, and future



                                      -13-
<PAGE>


                           required sales.

INITIAL                    [Intentionally Omitted]
LIQUIDATION
SALE

OPTIONAL SALES             You may offer to sell Loans to us at any time before
                           Loans are required to be offered for sale under the
                           Future Required Sales described below. We will buy
                           the Eligible Loans you offer up to the Commitment
                           Amount. If we choose, we may buy Eligible Loans in
                           excess of that amount.

                           If you want to initiate an optional sale, you must
                           give us reasonable notice and supply us with any
                           information we reasonably request about the Loans.
                           Together, you and Sallie Mae will make every effort
                           to close an optional sale promptly.


FUTURE REQUIRED            In addition to any Loans we buy from you in the
SALES                      Initial Liquidation Sale, during the Commitment
                           Period, you agree to sell to us on the following
                           schedule all Eligible Loans that we originated or
                           serviced for you, except for your LOMSA Loans:


<Table>
<Caption>
<S>                       <C>                           <C>
LOAN TYPE                 SELECTION CRITERIA            SALE DATE
                          FOR NEXT SALE DATE            FREQUENCY*

Stafford Loans            All within 90-120             Monthly
                          days of full
                          disbursement

Deferred                  All within 60                 Monthly
PLUS/SLS Loans            days of full
                          disbursement

Non-Deferred              All within 60                 Monthly
PLUS/SLS Loans            days of full
                          disbursement

Retroactive               All                           Monthly
Separation Loan
(all Loan Types)
</Table>


*The sale date will be specified by mutually agreed upon by Sallie Mae and AMS.


                                      -14-


<PAGE>



                           You also agree to offer to us on this sales schedule,
                           even after the Commitment Period has ended, (i) any
                           Eligible Loans that we originated or serviced for
                           you, except for your LOMSA Loans, and (ii) all
                           Serial Loans. We agree to buy the Eligible Loans you
                           offer up to the Commitment Amount. If we choose, we
                           may buy these Eligible Loans in excess of that
                           amount. If we are not obligated to purchase the
                           Eligible Loans, we will advise you of that fact as
                           promptly as possible. We agree to buy each Eligible
                           Loan you offer (including, without limitation, Serial
                           Loans that are Eligible Loans), as well as any Loan
                           that fails to meet the criteria for an Eligible Loan
                           set forth in Section 23 solely because of an act or
                           omission by Sallie Mae.

SIMULTANEOUS               Without regard to the sales schedule, you agree to
SALES OF                   offer us all Unsubsidized Stafford Loans and
ASSOCIATED                 subsidized Stafford Loans of the same Borrower made
STAFFORD LOANS             on the same loan application. This shall be true
                           whenever either of them is offered under the Initial
                           Liquidation Sale, the optional sales, or the future
                           required sales described above.

PROCEDURES FOR             At least fifteen business days before the next
REQUIRED LOAN              scheduled sale date, we will send you a list of Loans
SALES                      that we are servicing on your behalf that are to be
                           included in the next scheduled sale. Unless you have
                           told us otherwise in writing within 10 business days
                           of receiving our list, you will have authorized the
                           sale of those Loans. We both will use our best
                           efforts to close each Loan sale promptly.



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<PAGE>




SALES OF LOANS             You agree to provide us with information we
NOT SERVICED BY            reasonably request concerning all Loans you own that
SALLIE MAE                 are not being serviced by us, and you agree to
                           provide this information on a schedule we both
                           establish. In addition, you agree to notify us within
                           60 days of any Loans you acquire during the term of
                           this Agreement.

MASTER                     If any Loans that are to be sold under this Agreement
PROMISSORY NOTE            were made under a Master Promissory Note, you will
PROVISIONS                 indicate on the Bill of Sale whether or not the sale
                           of such Loans includes or excludes an assignment of
                           your right to offer future Loans under such Master
                           Promissory Note. If you reserve to yourself the right
                           to offer future Loans, such right is not assignable
                           by you except to (i) the surviving entity following a
                           merger or acquisition of Seller or (ii) the purchaser
                           of any such future loans (but we do not waive any
                           obligation of the Seller to sell us Loans under the
                           Agreement). Unless we otherwise agree in writing,
                           you will deliver to us the original or a certified
                           copy of the Master Promissory Note at the time of
                           sale in accordance with the provisions of this
                           Agreement.

SECTION 10                 ADDITIONAL OBLIGATIONS OF THE LENDER

OFFICER'S                  When you sign and submit this Agreement, you agree to
CERTIFICATE AND            include an officer's certificate in the form we have
OPINION OF                 provided in Attachment B. If we request it, you also
COUNSEL                    agree to provide an opinion of counsel covering any
                           matters we may reasonably designate.

SERIAL LOANS               You agree to use your standard lending criteria in
                           deciding whether to make Serial Loans, and you agree
                           to sell them to Sallie Mae on the terms (including
                           sales schedule and Purchase Price) set forth in this
                           Agreement.



                                      -16-


<PAGE>



                           This requirement will continue to apply after the
                           Commitment Period has ended.

NO MODIFICATION            You agree not to modify or amend any agreements you
OF GUARANTOR               have with the Guarantor that would materially affect
AGREEMENTS                 the characteristics of the Loans or the insurance on
                           the Loans in any way without our prior written
                           consent, which will not unreasonably be withheld. Our
                           consent is not necessary if the amendment or
                           modification is required by the Act or the
                           Regulations.

SALES TO THIRD             During the Commitment Period, you agree not to sell
PARTIES                    to any third party any Eligible Loan (other than
                           LOMSA Loans) that we originated or serviced for you.
                           After the Commitment Period, you agree not to sell to
                           any third party any Eligible Loan that (a) we
                           originated or serviced for you (except for your LOMSA
                           Loans) or (b) is a Serial Loan, unless (i) you have
                           offered such Loans for sale to us on the terms set
                           forth in this Agreement, (ii) WE have been given a
                           period of 30 days to review your offer, and (iii) we
                           have elected not to buy such Loans. Under the
                           Optional Sales and Future Required Sales provisions
                           above, we only have the right to elect not to buy
                           such Eligible Loans if the Commitment Amount would be
                           exceeded as a result of such sale. Any requirement
                           you have to offer LOMSA Loans for sale to us or our
                           affiliate(s) is governed by the LOMSA Agreements.



SECTION 11                 SALES CONDITIONS AND PROCEDURES

                           The following conditions and procedures must be
                           fulfilled or Sallie Mae will have no obligation to
                           complete a sale:

COMPLIANCE                 You have fulfilled all of your obligations under this
                           Agreement.


                                      -17-

<PAGE>
ACCURACY OF                All of the representations and warranties made by you
REPRESENTATIONS            under Section 16 and Attachment D of this Agreement
AND WARRANTIES             are true in all material respects.

DELIVERY OF                With respect to Loans that were not both originated
LOANS                      and serviced by us on your behalf, you agree to
                           deliver the notes and other documentation for Loans
                           you offer for sale to us on a schedule and in a
                           manner we both reasonably establish. You agree to
                           bear the risk of loss for the Loans until we receive
                           them. We will provide you with a written receipt for
                           your delivery.

                           We will make a microfilm or computer-imaging record
                           of the documents we receive. You agree that this
                           record will be the final authority used to resolve
                           any dispute over questions about whether a specific
                           document was received by Sallie Mae unless you
                           provide contrary proof. We will provide a copy of the
                           record to you upon request.

SERVICING                  The party servicing the Loans subject to sale will
RESPONSIBILITY             continue to do so until the Cutoff Date. The party
                           servicing the Loans subject to sale will provide us
                           with all reasonably necessary Account information on
                           these Loans as of the Cutoff Date in the form and on
                           the schedule we reasonably establish. You agree to
                           ensure that any third party servicer will comply with
                           these requirements.

BILL OF SALE               You will deliver 2 signed copies of a Bill of Sale in
                           the form of Attachment C for each portfolio of Loans
                           prior to the date of sale. This Bill of Sale will
                           include a list of the Loans we have agreed to buy.
                           The list will have been prepared by the party
                           servicing the Loans. We will complete our sections of
                           the Bill of Sale and sign it as of the date of sale.


                                      -18-
<PAGE>

ENDORSEMENT                You agree to assign your entire interest in the Loans
OF LOANS                   covered by the Bill of Sale to Sallie Mae. This
                           assignment will typically take one of these two
                           forms:

                           (1)      a blanket endorsement in the form of
                                    Attachment E-1; or

                           (2)      a power of attorney granted to Sallie Mae in
                                    the form of Attachment E-2.

                           If required by the Guarantor or the Secretary, an
                           authorized officer of your company may have to
                           endorse each note.

UPDATED OFFICER'S          You agree to supply a new officer's certificate
CERTIFICATE AND            (Attachment B) or a new opinion of counsel covering
OPINION OF COUNSEL         matters we designate upon our reasonable request.

SECTION 12                 CLOSING OF SALE

CONSUMMATION OF            For each Loan sale, the sale and purchase of Loans
SALE                       will be effective as of the date of the Bill of Sale
                           after we both have signed the Bill of Sale and we
                           have paid you the Purchase Price for the Loans.

SETTLEMENT OF              We will follow these steps to pay you the Purchase
PURCHASE PRICE             Price for the Loans:


     STEP 1                We will initially calculate the Purchase Price based
                           on the total Principal Balance on the Bill of Sale
                           plus the interest accrued on that Principal Balance.
                           We will subtract any amounts you owe us, and We will
                           pay you the Purchase Price net of such amounts.

     STEP 2                After we convert all of the Loans to our servicing
                           system, we will recalculate the Purchase Price based
                           on the total Principal Balance and accrued interest
                           actually converted. If necessary, you will pay us or


                                      -19-
<PAGE>

                           we will pay you so that the total amount you finally
                           receive is equal to the recalculated Purchase Price.
                           In some cases, this adjustment may occur after the
                           sale has closed.

                           All payments due from either party will be made by
                           wire transfer of immediately available funds to the
                           appropriate party.

SECTION 13                 POST-SALE OBLIGATIONS OF THE LENDER

                           After the sale of Loans, you will be responsible for
                           the following:


BORROWER                   You agree to cooperate with us and take any steps
NOTIFICATION               necessary to ensure that the Borrower is properly
                           notified of the sale of his or her Loan as required
                           by the Act and Regulations.


FORWARDING                 If you receive any communications or payments with
COMMUNICATIONS             respect to a Loan you have sold to us, you agree to
AND PAYMENTS               forward the communication or payment to us within 5
                           business days; except that you agree to forward
                           communications related to the bankruptcy of a
                           borrower within 2 business days.


ASSISTANCE IN              You agree to provide any assistance to us we
RESOLVING                  reasonably request to resolve any questions or
ACCOUNT ISSUES             issues raised by the Borrower, the Guarantor or the
                           Secretary concerning any Loans we have purchased
                           from you.

SECTION 14                 REJECTION OF LOANS


GROUNDS FOR                We may refuse to buy a Loan under any one of three
REJECTIONS                 conditions:

                           (1)      the Loan does not meet the criteria for
                                    being an Eligible Loan or is a Cancelled
                                    Loan;


                                      -20-
<PAGE>

                           (2)      a representation or warranty you have made
                                    with respect to a Loan is untrue in any
                                    material respect; or

                           (3)      you are in material breach of any part of
                                    this Agreement.

                           A Loan is still an Eligible Loan if it fails to meet
                           eligibility criteria because of an act or omission by
                           Sallie Mae in originating or servicing the Loan for
                           which Sallie Mae is liable under Section 7.

PROCEDURES FOR             Our only responsibility with respect to rejected
RETURN OF                  Loans is to return them to you. We will return them
REJECTED LOANS             following these steps:

     STEP 1                we will package the Loan documents;

     STEP 2                will re-endorse the note back to you, if necessary;
                           and

     STEP 3                we will return the note and all related documents
                           that we received from you by registered mail or
                           overnight delivery service.

                           We will not be liable to you for any losses you incur
                           on rejected Loans except for losses arising from our
                           negligent or willful misconduct in the handling or
                           safekeeping of the Loans.

SECTION 15                 THE LENDER'S REPURCHASE OBLIGATION

GROUNDS FOR                You agree to repurchase (or cause another eligible
REPURCHASE                 lender to purchase) (i) Loans that are not Eligible
                           Loans in a material respect as of the date of sale
                           even if we discover that fact after the sale date,
                           and (ii) Loans that are Cancelled Loans at the time
                           of sale or become Cancelled Loans after sale to us.

                           Additionally, you will not be required to repurchase
                           a Loan if it is not eligible because of an act or
                           omission that we made



                                      -21-
<PAGE>


                           while originating or servicing the Loan for which
                           Sallie Mae is liable under Section 7 (in which case
                           such Loan will not be subject to repurchase under
                           this Section)

                           While there may be other events that require you to
                           repurchase a Loan, you agree to repurchase the
                           affected Loans within 30 days following notice from
                           us if one of the following events occurs as a result
                           of any act, omission, or circumstance existing before
                           we own the Loans (unless the event arises solely from
                           an act or omission we made in originating or
                           servicing the Loan for which Sallie Mae is liable
                           under Section 7), or as a result of any action or
                           omission by you after the sale:


                           o        a claim for all or part of a guaranty
                                    payment is rejected by the Guarantor or the
                                    Secretary;

                           o        under the Act or regulations, a claim may
                                    not be filed on the Loan;

                           o        the information you provided at the time of
                                    sale concerning the Borrower's enrollment
                                    status or separation date was materially
                                    inaccurate or inconsistent with the
                                    Guarantor's records;

                           o        the Borrower refuses to pay the Loan by
                                    claiming a legal defense (other than
                                    infancy) and the preponderance of evidence
                                    indicates that the Loan is legally not
                                    enforceable; or

                           o        any representation or warranty with respect
                                    to the Loan is materially untrue.

                           The occurrence of such an event is conclusive proof
                           of your repurchase obligation.


                                      -22-
<PAGE>

                           If a claim is rejected by the Guarantor or the
                           Secretary under clause (i) of the preceding paragraph
                           and we performed the origination and servicing of
                           such Loan, we will attempt to cure or otherwise
                           resolve the issue with the Guarantor on the affected
                           Loans (and you agree to cooperate with and assist us
                           in undertaking such activities) for a period not to
                           exceed six months. We will undertake the same such
                           activities that we would undertake for other Loans
                           that we hold. If at the end of such six-month period
                           we are unsuccessful in curing or resolving the issue
                           with respect to a Loan, then we may request in
                           writing that you cure or repurchase such Loan, and,
                           in that event, you will either cure such defect or
                           repurchase such Loan within 30 days following our
                           request.

                           If the defect solely affects the accrued interest,
                           accrued interest benefits, or accrued Special
                           Allowance on a Loan (without affecting the ability of
                           Sallie Mae to recover or bill for any of such amounts
                           that may not yet be due and payable, but that may
                           become due in the future), then you may pay us the
                           amount of such accrued interest, accrued interest
                           benefits, or accrued Special Allowance in lieu of
                           repurchasing such Loan.

                           If the Lender does not have sufficient assets in the
                           Trust Estate to pay such amounts or to repurchase
                           such Loans or otherwise fails to do so, then AMS
                           shall pay such amounts or cause another eligible
                           lender to repurchase such Loans on its behalf, on the
                           terms and within the time frames set forth in this
                           Section 15.

                           Notwithstanding the foregoing, we waive our right to
                           require you to repurchase any particular Loan or
                           group of Loans on account of a defect that was known
                           at the time of purchase if we specifically agreed in
                           writing at the time of purchase to waive this
                           recourse.


                                      -23-
<PAGE>



REPURCHASE                 You agree to repurchase Loans and pay us an amount
PRICE                      that is calculated as follows on the date of
                           repurchase:

Repurchase                 Principal Balance that we used in calculating the
Price =                    Purchase Price that we paid for such Loans, times the
                           original Purchase Price percentage for such Loans

         Minus             any payments of principal that we received on such
                           Loans

         Plus              accrued interest owed by Borrowers on specific Loans
                           as of the date of repurchase (including interest that
                           was capitalized after we bought such Loans)

         Plus              amounts we must pay the Secretary on the Loan or as a
                           result of a claim filing with respect to such Loan

         Plus              reasonable expenses we incurred as a direct result of
                           the repurchase

         Plus              any Special Allowances or interest benefits we would
                           have received from the Secretary had any specific
                           Loan been an Eligible Loan throughout the period we
                           owned it.

                           Payment of the repurchase price to us does not limit
                           any other remedy we may have or liability you may
                           have under our Agreement. You expressly acknowledge
                           that, except as set forth in the following sentence,
                           you will remain liable for all damages available
                           under law for any breach of this Agreement and any
                           breach of any representation or warranty made herein
                           or upon any sale of Loans under this Agreement,
                           whether or not such breach is material or
                           non-material, whether or not such a repurchase is
                           required under this Section as a result of such
                           breach, and whether or not we


                                      -24-
<PAGE>


                           have the right to terminate this Agreement under
                           Section 21 as a result of such breach.
                           Notwithstanding the immediately preceding sentence,
                           except for (i) any liability arising out of a breach
                           of your obligation to sell us Loans (or to repurchase
                           Loans) in accordance with the terms of this
                           Agreement, and (ii) any liability arising out of any
                           third-party claims asserted against us or you, your
                           liability hereunder shall be limited to 0.5% of the
                           total Principal Balance of all Loans serviced under
                           this Agreement as of the date of the breach.

                           Additionally, in no event will you have liability to
                           us (other than (i) your obligation to repurchase the
                           Loan for the repurchase price set forth above, (ii)
                           any liability for third-party claims as aforesaid,
                           and (iii) your obligation to reimburse us for any
                           attorneys' fees that are recoverable as direct
                           damages) for damages arising from any of the
                           following:

                           o        indirect, consequential or exemplary
                                    damages; or

                           o        any errors, breaches, or delays that arise
                                    from acts of God, equipment or similar
                                    failure, or other circumstances beyond our
                                    control.

                           We will not be liable to you for any losses you incur
                           on repurchased Loans except for losses arising from
                           our gross negligence or willful misconduct in the
                           handling or safekeeping of the Loans.

SALLIE MAE                 In connection with any repurchase of a Loan under
REPRESENTATIONS            this Section 15, Sallie Mae will make the following
WITH RESPECT TO            representations and warranties with respect to the
REPURCHASED                Loans that are to be repurchased (unless the reason
LOANS                      that a representation or warranty cannot be made is



                                      -25-
<PAGE>

                           the result of any act or omission of AMS, the Lender,
                           or any third party):

                           o        Sallie Mae is the sole owner and holder of
                                    such Loan, free and clear of any and all
                                    encumbrances, liens, pledges, or security
                                    interests of any kind;

                           o        Sallie Mae has the full right and authority
                                    to sell, assign, and transfer such Loan; and

                           o        Sallie Mae has not entered into any
                                    agreement with the Borrower or any other
                                    party that would have the effect of reducing
                                    the Borrower's obligation to repay the full
                                    principal amount due on the Loan, except as
                                    a part of any repayment option or repayment
                                    interest reduction that is generally made
                                    available by Sallie Mae to borrowers of
                                    loans that Sallie Mae services.

POST-SALE                  If we learn that the Principal Balance of any Loan
RECONCILIATION             that we purchased from you differed from the
WHEN PRINCIPAL             Principal Balance that we used to calculate the
BALANCE IS                 Purchase Price (even if we learn of such fact after
INCORRECT                  the sale), then we agree to pay you, or you agree to
                           repay us, as appropriate, a sum equal to the amount
                           by which such Principal Balance differed from the
                           Principal Balance on which we calculated the Purchase
                           Price, multiplied by the original Purchase Price
                           percentage for such Loan. If you owe funds to us and
                           the Borrower or the school already repaid the amount
                           of the deficiency in the Principal Balance, then we
                           will apply such repayment as a credit against the
                           amount that you owe us. For Cancelled Loans, even if
                           we have been repaid the full Principal Balance, you
                           still must pay us the full premium that we paid you
                           for such Loan.


                                      -26-
<PAGE>

                           PART III - GENERAL PROVISIONS

SECTION 16                 REPRESENTATIONS MID WARRANTIES OF THE LENDER




REPRESENTATIONS            By signing this Agreement and with respect to each
MADE BY THE                Loan sold to or serviced by us, Trustee represents
LENDER                     and warrants that the following statements are true:

                           You were created and exist under all applicable laws
                           and are an eligible lender or other qualified holder
                           of student loans under the Act and Regulations.

                           You have taken all legal and corporate action to
                           permit you to enter into and perform all of the
                           obligations in this Agreement including the sale of
                           Loans to Sallie Mae and the repurchase of Loans.

                           Neither the execution of this Agreement nor your
                           performance of this Agreement will violate any
                           provision of law or any contract by which you are
                           bound.

                           You do not discriminate on the basis of race, sex,
                           color, creed or national origin. Further, you do not
                           require the Borrower to maintain a bank account or
                           other business relationship with you to qualify for
                           the Loan, except that you may require an account or
                           other business relationship if you are a credit
                           union, savings and loan association, mutual savings
                           bank, institution of higher education or a depository
                           institution with less than $75 million in deposits.

                           All computer files and information in any form
                           (including without limitation magnetic tapes,
                           computer disks, printed reports, and electronic mail
                           files or messages) that are sent to us by you or your
                           agent(s) will accurately record and/or process dates
                           from at least 1960 through 2059. You will promptly
                           inform us in writing (in such detail as we reasonably
                           request) of the methodology used to


                                      -27-
<PAGE>
                           assure that such materials accurately record and/or
                           process such dates (and you agree that such
                           methodology must be reasonably acceptable to us).

                           AMS also represents and warrants that the following
                           statements are true:

                           AMS was created and exists under all applicable laws
                           and has taken all legal and corporate action to
                           permit it to enter into and perform all of its
                           obligations in this Agreement.

                           Neither the execution of this Agreement nor its
                           performance of this Agreement will violate any
                           provision of law or any contract by which AMS is
                           bound.

REPRESENTATIONS            You agree to make each of the representations and
WITH RESPECT TO            warranties in Attachment D for each Loan sold to
THE LOANS                  Sallie Mae as of the date of the Bill of Sale.

SECTION 17                 REPRESENTATIONS AND WARRANTIES OF SALLIE MAE

                           We represent and warrant that each of the following
                           is true:

                           Sallie Mae is a corporation duly created and validly
                           existing under the laws of the United States of
                           America.

                           We have taken all legal and corporate action
                           necessary to permit us to enter into and perform all
                           of our obligations in this Agreement.

                           Neither the execution of this Agreement nor our
                           performance of this Agreement will violate any
                           provision of law or any contract by which we are
                           bound.


                                      -28-
<PAGE>


                           Year 2000 remediation has been completed on all of
                           the systems used to perform Sallie Mae's
                           responsibilities under this Agreement, as a whole and
                           by their components; these systems have been
                           installed into production; and comprehensive
                           functional and integration testing is being conducted
                           on these systems. Upon completion of such testing,
                           these systems will be "Year 2000 Ready," which means
                           that the systems are designed to be used prior to,
                           during, and after the Gregorian calendar year 2000
                           A.D., and will operate during the term of the
                           Agreement without error relating to date data,
                           specifically including any error relating to, or the
                           product of, date data that represents or references
                           different centuries or more than one century.
                           Without limiting the generality of the foregoing,
                           "Year 2000 Ready" means that the systems:

                                    (i) will not abnormally end or provide
                                    invalid or incorrect results as a result of
                                    date data, specifically including date data
                                    that represents or references different
                                    centuries or more than one century;

                                    (ii) have been modified to ensure year 2000
                                    compatibility, including, but not limited
                                    to, date data century recognition, and
                                    calculations that accommodate same century
                                    and multi-century formulas and date values;

                                    (iii) will manage and manipulate data
                                    involving dates, including single century
                                    formulas and multi-century formulas, and
                                    will not cause an abnormally ending scenario
                                    within the application or generate incorrect
                                    values or invalid results involving such
                                    dates;

                                    (iv) will operate correctly in an integrated
                                    environment with all of the other hardware,
                                    software, and data with


                                      -29-
<PAGE>

                                    which the system would be operated under
                                    normal operating conditions, including, but
                                    not limited to, application programs,
                                    microcode, firmware, software systems,
                                    operating systems, hardware components,
                                    files and databases, provided that all such
                                    other hardware, software, and data that are
                                    not the proprietary products of Sallie Mae
                                    are themselves Year 2000 Ready; and

                                    (v) will correctly identify and process leap
                                    years

SECTION 18                 PAYMENT OF EXPENSES AND TAXES

                           Each of us will pay our own expenses arising from or
                           related to this Agreement unless the Agreement
                           specifies otherwise. You agree to pay any transfer or
                           other taxes and any filing or recordation fees you
                           incur that are due upon the sale of Loans.

SECTION 19                 COMMUNICATIONS AND NOTICES

                           Each of us will send all written communications,
                           notices and other correspondence to the addresses on
                           this Agreement. Either of us can receive information
                           somewhere else or have it received by someone else,
                           by notifying the other party of the change of address
                           in writing. Together we agree that our communications
                           are validly given if sent by registered mail (deemed
                           received 3 days after mailing), overnight delivery
                           (deemed received 1 day after mailing), or
                           receipt-confirmed facsimile (deemed received on day
                           of transmission).

SECTION 20                 LEGISLATIVE CHANGES

                           If changes in the Act, Regulations, or other law make
                           Loans ineligible or impose any new adverse economic
                           impact on us or any holder of


                                      -30-
<PAGE>
                           Loans, we may refuse to originate, service and/or
                           purchase such Loans under this Agreement. We have the
                           option to waive this right. We will endeavor to give
                           you at least 120 days' notice of our exercise of such
                           right, but the failure to give such advance notice
                           shall not render such notice invalid.

SECTION 21                 TERMINATION

METHODS OF                 This Agreement can be terminated in the following
TERMINATION                ways:

                           Together we can mutually agree in writing to
                           terminate all or any part of this Agreement.

                           Either party shall be required to give the other 60
                           days' written notice if the receiving party
                           materially breaches any of its obligations in this
                           Agreement. If the receiving party does not cure the
                           breach by the end of the 60 days, the sending party
                           may terminate the Agreement in whole or part.
                           However, if you terminate this Agreement pursuant to
                           this provision, you will remain obligated to sell to
                           us, on the terms set forth in this Agreement, all
                           Loans that we have originated or serviced on your
                           behalf.

                           You may terminate our services for origination and/or
                           servicing by giving us 60 days' written notice.
                           (Termination of services under Part I does not affect
                           the rights and obligations of either party under the
                           other parts of the Agreement.)

                           We may terminate the Agreement in whole or part
                           immediately if an Insolvency Event occurs.

                           We may terminate the Agreement in whole or in part
                           upon 90 days' written notice to you if the Secretary
                           or his authorized designee alleges in writing (either
                           formally or


                                      -31-
<PAGE>

                           informally) that any of the following are in
                           violation of the Act or Regulations: (i) our
                           agreement to perform origination and servicing
                           functions on your behalf, or (ii) our agreement to
                           purchase Loans from you under this Agreement.
                           Notwithstanding the foregoing, if the Secretary
                           requires that such termination occur on a date
                           earlier than the end of the 90-day notice period,
                           then we may terminate on the earlier date required by
                           the Secretary. If we terminate both our origination
                           and our servicing functions, then we will, within 30
                           days following the effective date of our termination,
                           purchase all of the Eligible Loans that we have
                           originated or are servicing for you under this
                           Agreement (in which case you agree to sell such Loans
                           at such time). If we terminate only our origination
                           services, then we may, at our option, either (1)
                           continue to service the Loans that we have originated
                           or are servicing for you until such Loans are
                           purchased by us under the normal sales schedule set
                           forth in Section 9, or (2) purchase all of the
                           Eligible Loans that we have originated or are
                           servicing for you under this Agreement within 30 days
                           following the effective date of our termination of
                           such origination services (in which case you agree to
                           sell such Loans at such time). All sales pursuant to
                           this paragraph will be subject to the remaining terms
                           of this Agreement.

                           Unless previously terminated, our obligation to
                           originate and accept delivery of Loans for servicing
                           from you will terminate on the termination date
                           described in the next paragraph. However, we will
                           continue beyond such date to originate and disburse
                           Loans on your behalf on the terms in this Agreement
                           until either you or we provide the other with 60
                           days' written notice of termination of such
                           origination services. Additionally, any Loans already
                           originated by us, or serviced on our


                                      -32-
<PAGE>

                           system, as of the date of termination will continue
                           to be serviced until they are removed from our system
                           by you or are sold to us or rejected by us.

                           Unless previously terminated, and without any notice
                           or action required, on June 30, 2003.

EFFECT OF                  Upon termination of all or any part of this contract,
TERMINATION                any fees or other amounts owed under the contract (or
                           the part being terminated in the case of a partial
                           termination) will become immediately due and payable.
                           Following termination, those parts of this contract
                           which, by their terms, extend beyond the end of the
                           Commitment Period (including, but not limited to, the
                           obligation to sell and purchase certain Loans) shall
                           remain in full force and effect.

SECTION 22                 OTHER PROVISIONS

FORM OF                    We both agree that the form of all documents and
DOCUMENTS AND              proceedings under this Agreement must be reasonably
PROCEEDINGS                satisfactory to us both and our respective legal
                           counsel.

SURVIVAL OF                All aspects of this Agreement remain in effect during
COVENANTS                  the servicing and after the sale and purchase of
                           Loans, and any successor or assign of Sallie Mae
                           would be entitled to rely on the covenants,
                           agreements, representations and warranties you have
                           made in this Agreement. Your obligation to repurchase
                           Loans, your other obligations under Section 7,
                           Section 9, Section 10, Section 15, and Section 21
                           remain in effect before and after any termination of
                           the Agreement in whole or part.

ASSIGNMENT                 Neither party may assign or transfer any of its
                           rights or obligations under this Agreement to any
                           other party without the other party's written
                           consent; except that Sallie Mae may


                                      -33-
<PAGE>


                           assign its obligations to originate, service, or
                           purchase Loans under this Agreement to one or more of
                           its affiliated or successor companies without notice
                           or your consent.

ENTIRE                     This document is the entire agreement between you and
AGREEMENT                  Sallie Mae relating to the origination and purchase
                           of Loans covered by this Agreement. Any previous
                           agreements, documents or undertakings on the matters
                           covered in this Agreement are invalid. This Agreement
                           may only be modified or amended by a written
                           agreement signed by you and us and, when it is, the
                           Agreement as amended will become the operative
                           Agreement.


WAIVER                     A written waiver is required for you or us to waive a
                           performance obligation of the other. The waiver of
                           performance of an obligation shall waive that single
                           performance but no future performances.

GOVERNING LAW              This Agreement is governed by the laws of the
                           Commonwealth of Virginia.

SECTION 23                 DEFINITIONS

ACCOUNT                    means all Loans of one Borrower of the same Loan
                           type. Unsubsidized Stafford Loans and subsidized
                           Stafford Loans are considered to be Loans of the same
                           type.

ACT                        refers to Title IV, Part B of The Higher Education
                           Act of 1965, as amended.

AGREEMENT                  refers to this ExportSS Agreement including
                           attachments and amendments.

BILL OF SALE               means a bill of sale substantially in the form of
                           Attachment C to this Agreement.

BORROWER                   means the obligor on a Loan.

                                      -34-

<PAGE>



CANCELLATION               is the percentage of Cancelled Loans made under Part
RATE                       I of this Agreement during any period. Sallie Mae
                           will only calculate this rate 120 days after the end
                           of the period.

                           Cancellation Rate = Number of Cancelled Loans
                                               -------------------------------
                                               Number of Loans First Disbursed

CANCELLED LOAN             means a Loan for which either (1) the check for the
                           first disbursement is not presented for payment
                           within 120 days, or (2) the first disbursement has
                           been repaid in full within 120 days, or (3) the
                           proceeds of the first disbursement are not released
                           to the Borrower on or before 120 days after
                           disbursement.

COMMITMENT                 means $800,000,000, of which $480,000,000 is reserved
AMOUNT                     for subsidized Stafford Loans, $200,000,000 is
                           reserved for PLUS Loans and SLS Loans, and
                           $120,000,000 is reserved for Unsubsidized Stafford
                           Loans. The Commitment Amount will be reduced by the
                           Principal Balance of the Loans in each sale under
                           this Agreement except the Initial Liquidation Sale
                           (if any). If your sales exceed the Commitment Amount,
                           Sallie Mae agrees to discuss with you in good faith
                           an increase in the Commitment Amount.

COMMITMENT                 means the period of time between the Effective Date
PERIOD                     and June 30, 2003 (or such earlier date on which this
                           Agreement is terminated pursuant to Section 21).

CUTOFF DATE                means the date of the Bill of Sale for all Loans that
                           are not in repayment status. For Loans in repayment
                           status, the Cutoff Date is mutually established by
                           the parties.

DISBURSEMENT               means the Guarantor or other entity that is to
AGENT                      perform some part of the disbursement process.

EFFECTIVE DATE             means the date written at the top of page one of this
                           Agreement.


                                      -35-


<PAGE>

EFT                        means electronic funds transfer.

ELIGIBLE LOAN              means a Loan that meets the criteria listed below.
                           Note that a loan is still an Eligible Loan if it
                           fails to meet these criteria solely because of an act
                           or omission by Sallie Mae.

                           The Loan is a fully disbursed Stafford Loan or PLUS
                           Loan. It is guaranteed by the Guarantor and is
                           reinsured by the Secretary on terms at least as
                           favorable as those in effect on the Effective Date.

                           The Loan bears the maximum interest rate permitted by
                           the Act and the interest is either:

                                    (1) payable on a current basis by the
                                    Secretary or the Borrower, or

                                    (2) deferred subject to capitalization as
                                    frequently as permitted by the Act and
                                    Regulations.

                                    The Loan must also meet these additional
                                    criteria (unless specifically waived with
                                    respect to the Initial Liquidation Sale, if
                                    any):

                           o        it is not more than 11 days delinquent
                                    (principal or interest) and has a Principal
                                    Balance of at least $250 as of the Cutoff
                                    Date;

                           o        it is in grace, deferment or in-school
                                    status (or for non-deferred PLUS Loans, it
                                    is in repayment status) as of the date of
                                    the Bill of Sale;

                           o        unless we waive this provision or the Loan
                                    is a non-deferred PLUS Loan, at LEAST 30
                                    days remain until the beginning of the
                                    repayment period;


                                      -36-

<PAGE>


                           o        it is supported by all documentation, and in
                                    a format, reasonably required by Sallie Mae;

                           o        it is made to an eligible Borrower for Loans
                                    of that type under the Act; and

                           o        no forbearance agreement is in effect with
                                    respect to the Loan and at least 12 months
                                    remain until the Loan is scheduled to be
                                    paid in full.

                           Finally, except to the extent interest rates are
                           reduced pursuant to a Sallie Mae borrower benefit
                           program, (A) for Loans whose first disbursements
                           occur on or before June 30, 1998, the sum of (1) the
                           interest payable by the Secretary or the Borrower,
                           plus (2) the Special Allowance payable by the
                           Secretary, must be at least equal to the maximum sum
                           of the same items that was permitted by the Act for
                           Loans of the same Loan type that were first disbursed
                           on or before June 30, 1998, and (B) for loans whose
                           first disbursements occur on or after July 1, 1998,
                           the sum of (1) the interest payable by the Secretary
                           or the Borrower, plus (2) the Special Allowance
                           payable by the Secretary, must be at least equal to
                           the maximum sum of the same items that is permitted
                           by Sections 427A(j), 427A(k), 438(b)(2)(G),
                           438(b)(2)(H), and 438(b)(2)(I) of the Act (or, if
                           higher, the maximum sum of these items that was
                           permitted by the Act as in effect on the disbursement
                           date for a Loan of the same Loan type that was
                           disbursed on the disbursement date).

GUARANTOR                  means a state or private non-profit agency
                           responsible for providing the guarantee for Loans
                           that is mutually acceptable to the parties.

INITIAL                    means the sale of Loans identified in Attachment F
LIQUIDATION                that you have agreed to offer to
SALE                       us upon signing this Agreement.


                                      -37-

<PAGE>

INSOLVENCY                 means any of the following:
EVENT

                           If AMS becomes financially insolvent, no matter how
                           the insolvency is evidenced.

                           If a petition is filed under Title 11 of the U.S.
                           Code (or any similar law) by or against AiMS.

                           If a court or agency with the authority appoints a
                           trustee, receiver, conservator or the like for AMS.

INSTITUTIONAL              means the most recently published default rate
DEFAULT RATE               calculated by the Department of Education for a given
                           educational institution.

JULY 98 RATE               means a Stafford Loan or a PLUS Loan whose first
LOAN                       disbursement is made on or after July 1, 1998, and
                           whose interest rate is governed by (1) for Stafford
                           Loans, Sections 427A(j)(1), 427A(j)(2), 427A(k)(1),
                           or 427A(k)(2) of the Act, or (2) for PLUS Loans,
                           Sections 427A(j)(3) or 427A(k)(3) of the Act.

LOAN                       means a student loan made under the Act (and related
                           documents) that is originated or serviced under this
                           or any prior ExportSS Agreement between us both, or
                           that is originated to the Borrower of a Signature
                           Loan that is originated under the marketing agreement
                           between you and First National Bank of Sioux Falls
                           and/or their successor agreements.

LOMSA                      mean, collectively, (i) that certain Loan
AGREEMENTS                 Subservicing Agreement dated December 17, 1999,
                           between EFG Technologies, Inc. and Sallie Mae
                           Servicing Corporation, and (ii) that certain Loan
                           Origination and Management Services Agreement dated
                           December 17, 1999, among Bank One, National
                           Association, as

                                      -38-


<PAGE>


                           Eligible Lender Trustee, Sallie Mae Servicing
                           Corporation, as Servicer, and Educational Finance
                           Group, Inc., as Beneficial Owner.

LOMSA LOAN                 means an educational loan that is originated or
                           serviced by Sallie Mae Servicing Corporation under
                           the LOMSA Agreements, which loan is/was never
                           originated or serviced under this Agreement or any
                           prior ExportSS Agreement between us both.

OLD RATE LOAN              means a Stafford Loan or a PLUS Loan whose first
                           disbursement is made before July 1, 1998.

PLUS LOAN                  means a federal Loan made under Section 428B of the
                           Act (or predecessor provisions) whose interest rate
                           is governed by Section 427A(c) of the Act, Section
                           427A(j)(3) of the Act, or Section 427A(k)(3) of the
                           Act.

PRINCIPAL                  means the original principal amount of a Loan, plus
BALANCE                    any capitalized interest that is insured by the
                           Guarantor, less principal payments received and
                           amounts that may not be insured such as late charges.

PURCHASE PRICE             means, for a portfolio of Eligible Loans:

                           (a) For Old Rate Loans, (i) 100% of the accrued
                           interest that is payable by the Borrowers, plus (ii)
                           for Stafford Loans, 102.00% of the aggregate
                           Principal Balance of such Loans, plus (iii) only for
                           PLUS Loans, a percentage of the aggregate Principal
                           Balance of the Old Rate PLUS Loans in the portfolio
                           based upon the average Borrower indebtedness ("ABI")
                           of the combined PLUS Loan and SLS Loan portfolio of
                           July 98 Rate Loans and Old Rate Loans, calculated by
                           multiplying the appropriate percentage set forth in
                           the Purchase Price Information Attachment by the
                           aggregate Principal Balance of Old Rate PLUS Loans,
                           and


                                      -39-

<PAGE>


                                (b) For July 98 Rate Loans, (i) 100% of the
                                accrued interest that is payable by the
                                Borrowers, plus (ii) for Stafford Loans, 102.00%
                                of the aggregate Principal Balance of such
                                Loans, plus (iii) only for PLUS Loans, a
                                percentage of the aggregate Principal Balance of
                                the July 98 Rate PLUS Loans in the portfolio
                                based upon the ABI of the combined PLUS Loan and
                                SLS Loan portfolio of July 98 Rate Loans and Old
                                Rate Loans, calculated by multiplying the
                                appropriate percentage set forth in the Purchase
                                Price Information Attachment by the
                                aggregate Principal Balance of July 98 Rate
                                PLUS Loans.

                                These sums are calculated as of the date of the
                                Bill of Sale.

                                There are two exceptions to these calculations:

                                For Eligible Loans that you acquired after the
                                Loans were originated and for Eligible Loans
                                sold later than the sales schedule set forth in
                                this Agreement, we will pay 100% of the
                                Principal Balance and the accrued interest that
                                is payable by the Borrowers.

                                For Accounts being purchased in which the most
                                recent Loan was made to a Borrower to finance
                                attendance at an educational institution for
                                which the Institutional Default Rate equals or
                                exceeds 25%, we will pay 100% of the aggregate
                                Principal Balance of such Accounts and the
                                accrued interest that is payable by the
                                Borrowers, minus a servicing charge of $8.00 for
                                each Account containing such a Loan.

REGULATION                      means any rule, regulation, instruction or
                                procedure issued by the Secretary under the Act
                                or by the Guarantor.


                                      -40-

<PAGE>


RETROACTIVE                refers to an Eligible Loan that is in repayment
SEPARATION LOAN            status because the Borrower has left school
                           prior to the anticipated date. A Retroactive
                           Separation Loan is an Eligible Loan only if (i)
                           within fourteen (14) days after you receive the
                           notice that the Borrower is no longer a full-time
                           student, you notify us that you have received the
                           notice and that you want to sell that Loan, and (ii)
                           you deliver that Loan to us within thirty (30) days
                           after you receive the notice.

SECRETARY                  means the United States Secretary of Education or any
                           successor.

SERIAL LOAN                means an additional Eligible Loan made to the same
                           Borrower who has a Loan of the same type already
                           owned by Sallie Mae. Unsubsidized and subsidized
                           Stafford loans are considered to be the same Loan
                           type.

SLS LOAN                   means a Federal Supplemental Loan for Students made
                           under Section 428A of the Act (or predecessor
                           provisions).

SPECIAL                    means the amount the Secretary pays the holder of a
ALLOWANCE                  Loan as authorized and calculated under Section 438
                           of the Act.

STAFFORD LOAN              means:

                           (A) a Loan for which the interest rate is governed by
                           Section 427A(a), Section 427A(d), Section 427A(e),
                           Section 427A(f), Section 427A(g), Section 427A(j)(1),
                           Section 427A (i)(2), Section 427A(k)(l), or
                           Section 427A(k)(2) of the Act. The Loans described
                           in this paragraph (A) are referred to as "subsidized
                           Stafford Loans."

                           (B) A Stafford Loan made under Section 428H of the
                           Act bearing an interest rate governed by the sections
                           of the Act listed in (A) immediately above. These
                           Loans are referred to as "Unsubsidized Stafford
                           Loans."


                                      -41-

<PAGE>

TOTAL LOANS                means the total number of Loans that Sallie Mae
FIRST DISBURSED            originated for the Lender for which the first
                           disbursements were made during the applicable period.

TRUST ESTATE               means the entire portfolio of student loans and all
                           other properties and assets held in trust by the
                           Trustee under the terms of the Trust Agreement dated
                           February 3, 1994, between Trustee and AMS.

SECTION 24                 TRUSTEE PROVISIONS

                           We acknowledge that Fleet National Bank has entered
                           into this Agreement solely in its capacity as trustee
                           for the AMS Education Loan Trust, and not in its
                           individual capacity. The representations, warranties,
                           and covenants of the Lender herein or in connection
                           with sales of Loans to be made hereunder (other than
                           any representations, warranties, and covenants
                           relating to the Trustee's creation, existence,
                           eligible lender status, corporate action, no-cross
                           defaults, and nondiscrimination) are made solely at
                           the direction of AMS, without independent
                           investigation by the Trustee, and the Trustee has
                           undertaken only those duties required of it under its
                           trust agreement with AMS. Accordingly, all recourse
                           and remedies we may have hereunder shall be available
                           only against AMS and the assets of the Trust Estate,
                           and not against the Trustee in its individual
                           capacity.

SECTION 25                 TERMINATION OF PRIOR AGREEMENT

                           By executing this Agreement, the Seller and Sallie
                           Mae terminate the contract between them dated April
                           1, 1994, covering the sale and purchase of student
                           loans (the "Prior Agreement"), as of the Effective
                           Date. This termination does not affect the survival
                           of


                                      -42-

<PAGE>


                           any rights or obligations beyond termination provided
                           for in the Prior Agreement. Following the Effective
                           Date, all loan sales and purchases between the Seller
                           and Sallie Mae will be governed by the terms of this
                           Agreement.

                           EXECUTION OF THIS AGREEMENT

                           By signing below, the authorized officers of Sallie
                           Mae and Lender accept this Agreement as a legal
                           contract as of the Effective Date on page 1.

                           FLEET NATIONAL BANK, AS TRUSTEE FOR THE AMS
                           EDUCATION LOAN TRUST UNDER TRUST AGREEMENT DATED
                           FEBRUARY 3, 1994


                           SIGNATURE: /s/ THERESA QUIRK
                                      -----------------------------------
                           PRINTED NAME: Theresa Quirk
                                         --------------------------------
                           TITLE: Vice President
                                  ---------------------------------------


                           STUDENT LOAN MARKETING ASSOCIATION

                           By: Sallie Mae, Inc., Authorized Agent

                           SIGNATURE: /s/ ROBERT S. LAVET
                                      -----------------------------------
                           PRINTED NAME: Robert S. Lavet
                                         --------------------------------
                           TITLE: VP & Deputy General Counsel
                                  ---------------------------------------


                                      -43-


<PAGE>


         The undersigned joins in this Agreement to agree to the provisions
hereof and to authorize Fleet National Bank to enter into this document as
trustee and to agree to the provisions of Section 15 hereof.

ACADEMIC MANAGEMENT SERVICES, INC.


By: /s/ LLOYD ALCORN
    -------------------------------
Name:  Lloyd Alcorn
       ----------------------------
Title: CFO
       ----------------------------


         The undersigned joins in the execution of this Agreement solely to
agree to the "Services of Sallie Mae Affiliate" provisions of Section 1 hereof.

SALLIE MAE SERVICING CORPORATION


BY:  SALLIE MAE, INC.,
     AUTHORIZED AGENT


By: /s/ ROBERT S. LAVET
    -------------------------------
Name:  Robert S. Lavet
       ----------------------------
Title: VP & Deputy General Counsel
       ----------------------------


                                      -44-

<PAGE>

                                  ATTACHMENT A

                                SCHEDULE OF FEES

1. Origination Fee: $10.00 for each Stafford Loan Sallie Mae originates for the
Lender and $8.50 for each PLUS and/or SLS Loan Sallie Mae originates for the
Lender. These fees are payable even if the Loan is cancelled. In calculating
these fees, a subsidized Stafford Loan and an Unsubsidized Stafford Loan made
under the same application will be counted as a single Loan.

2. Servicing Fee: $1.50 per Stafford Account per month starting on the date of
the first disbursement (or conversion to our servicing system) and $1.50 per
PLUS and/or SLS Account per month starting on the date of the first disbursement
(or conversion to our servicing system). Sallie Mae will charge an additional
fee of $0.00 per Account per month for any Account containing one or more
Unsubsidized Stafford Loans.

3. Conversion Fee: $0.00 per Account for each conversion. This fee is assessed
on any Loans not originated by Sallie Mae for the Lender but transferred to
Sallie Mae for servicing on behalf of the Lender.

4. Cancellation Fee: $15.00 per Cancelled Loan. The Cancellation Fee will only
be charged if the Cancellation Rate equals or exceeds 10 percent. If Sallie Mae
has not previously originated and serviced Loans for the Lender, Sallie Mae will
not charge any Cancellation Fees for the first 10 months in which it is
originating Loans for the Lender. Subsidized Stafford Loans and Unsubsidized
Stafford Loans made under the same application will be counted as two Loans in
calculating the Cancellation Fee.

5. Deconversion Fee: $25.00 for each Loan the Lender removes from Sallie Mae's
servicing system. The Deconversion Fee must be paid before the Lender may remove
the Loan from Sallie Mae's servicing system. Subsidized Stafford Loans and
Unsubsidized Stafford Loans made under the same application will be counted as
two Loans in calculating the Deconversion Fee.

Only one Origination and/or Conversion Fee will be charged for an Unsubsidized
Stafford and an associated subsidized Stafford Loan processed under the same
application.


                                      -1-

<PAGE>

                                  ATTACHMENT B

                              OFFICER'S CERTIFICATE


Re: ExportSS Agreement dated July 1, 2000, between Seller and Sallie Mae.

         I, of Fleet National Bank, as Trustee (the "Seller"), hereby certify to
the Student Loan Marketing Association ("Sallie Mae") that:

================================================================================

         ONE OF THE OFFICERS LISTED IN THIS SECTION HAS SIGNED THE AGREEMENT AND
THE PERSON(S) NAMED BELOW ARE, AS OF THE DATE OF THIS CERTIFICATE, THE
REPRESENTATIVES OF THE SELLER DULY AUTHORIZED TO EXECUTE AGREEMENTS REGARDING
THE ORIGINATION, SERVICING, AND SALE OF STUDENT LOANS WITH SALLIE MAE, HOLD THE
CORPORATE OFFICES INDICATED NEXT TO THEIR NAMES, THE SIGNATURES FOLLOWING THEIR
NAMES ARE THEIR GENUINE SIGNATURES, AND ONE OF THEM HAS DULY EXECUTED THE
AGREEMENT:

        NAME                    TITLE                    SIGNATURE
        ----                    -----                    ---------

Theresa Quirk             Vice President             /s/ THERESA QUIRK

================================================================================

By: /s/ JOHN J. BROSNAN
    ------------------------------------------
    (An officer who did not sign the Agreement
     and is not listed in the box above)

Name:  JOHN J. BROSNAN
       ---------------------------------------
Title: Assistant Vice President
       ---------------------------------------
Date:  October 31, 2000
       ---------------------------------------


<PAGE>

                             OFFICER'S CERTIFICATE


Re:      EXPORTSS Agreement dated July 1, 2000, between Fleet National Bank, as
         Trustee, and Sallie Mae.

         I, of Academic Management Services, Inc. ("AMS"), hereby certify to the
Student Loan Marketing Association ("Sallie Mae") that:

================================================================================

         ONE OF THE OFFICERS LISTED IN THIS SECTION HAS SIGNED THE AGREEMENT AND
THE PERSON (5) NAMED BELOW ARE, AS OF THE DATE OF THIS CERTIFICATE, THE
REPRESENTATIVES OF AMS DULY AUTHORIZED TO EXECUTE AGREEMENTS REGARDING THE
ORIGINATION, SERVICING, AND SALE OF STUDENT LOANS WITH SALLIE MAE, HOLD THE
CORPORATE OFFICES INDICATED NEXT TO THEIR NAMES, THE SIGNATURES FOLLOWING THEIR
NAMES ARE THEIR GENUINE SIGNATURES, AND ONE OF THEM HAS DULY EXECUTED THE
AGREEMENT:

        NAME                    TITLE                    SIGNATURE
        ----                    -----                    ---------


================================================================================

By:
    ------------------------------------------
    (An officer who did not sign the Agreement
     and is not listed in the box above)

Name:
       ---------------------------------------
Title:
       ---------------------------------------
Date:
       ---------------------------------------


<PAGE>

                                  ATTACHMENT C

                                  BILL OF SALE


Re:      ExportSS(R) Agreement dated __________, 20__ (the "Agreement")

         The undersigned seller sells and assigns to the Student Loan Marketing
Association ("Sallie Mae") and its successors and assigns all of Seller's
rights, title, and insurance interest in the portfolio of Loans described below
as being accepted for purchase by Sallie Mae, as listed on the attached
schedule. This sale is for value received and is in accordance with the terms
and conditions of the Agreement.

         The Seller makes the representations and warranties set forth in the
agreement as of the date of this Bill of Sale. The Seller authorizes Sallie Mae
to use a copy of this document as the only official notification to the
Guarantor of assignment of the Loans to Sallie Mae on the date of purchase.

         If any of the Loans were made under a Master Promissory Note, this sale
INCLUDES/EXCLUDES [STRIKE ONE] an assignment of Seller's right to offer future
loans under such Master Promissory Note. If Seller reserves to itself the right
to offer future loans, this right is not assignable by Seller except to (i) the
surviving entity following a merger or acquisition of Seller or (ii) the
purchaser of any such future loans (but Sallie Mae does not waive any obligation
of the Seller to sell us Loans under the Agreement). Seller warrants that if it
does not deliver the original Master Promissory Note to Sallie Mae at the time
of sale, Seller will deliver it to Sallie Mae to the extent it is needed for
enforcement or claim-filing purposes.

         Portfolio offered for sale by Seller:
         Accounts ______ *Principal $___________

       ----------------------------------------------
       Portfolio accepted for purchase by Sallie Mae:
       Accounts ______ *Principal $___________
       ----------------------------------------------


                                       -----------------------------------------
SELLER                                 SALLIE MAE

                                       Student Loan Marketing Association
----------------------------------     11600 Sallie Mae Drive
----------------------------------     Reston, VA 20193
----------------------------------     ATTN: Customer Service Department


                                       By: Sallie Mae, Inc., Authorized
By:                                        Agent
    ------------------------------
    Signature of Authorized
    Officer of Seller                  By:
                                           -----------------------------
                                           Signature of Authorized
NAME                                       Signatory
AND
TITLE:
      ----------------------------     NAME
                                       AND
                                       TITLE:
                                             ---------------------------

                                       DATE OF PURCHASE:
                                                        ----------------
                                       -----------------------------------------

   --------------------------------------------------
   NOTE: Boxed areas are for completion by Sallie Mae
   --------------------------------------------------

*        Based on estimated calculations, which may be adjusted upward or
         downward based on final reconciliations.


<PAGE>

                                  ATTACHMENT D

                  REPRESENTATIONS AND WARRANTIES OF THE LENDER
                              WITH RESPECT TO LOANS

You state that the following statements are true with respect to each Loan sold
to Sallie Mae:

1.       The Lender is the sole owner of the Loans, free and clear of any liens,
         claims or encumbrances of any nature; and is free to transfer, and has
         transferred, title to the Loans to Sallie Mae.

2.       The Loans are Eligible Loans that have been originated, including
         payment of all applicable origination fees, and serviced in accordance
         with all applicable laws and Regulations. All information provided by
         the Lender to Sallie Mae concerning the Loans is true.

3.       The Loans are legal, valid and binding obligations of the respective
         Borrowers and are subject to no defenses (except the defense of
         infancy). Except for Sallie Mae's service-marked Borrower benefit
         programs, the Lender either has already paid for, or will provide
         funds to Sallie Mae to pay for, all rebates or other Borrower benefits
         that were promised to the Borrowers.

4.       Any origination or servicing activities with respect to the Loans by
         any party other than Sallie Mae have been done with due diligence and
         in accordance with the Act and Regulations.

5.       The Loans are registered with the Guarantor under the ownership number
         the Lender has provided to Sallie Mae, the Loans are fully insured by
         the Guarantor, and the Lender has transferred the insurance on the
         Loans to Sallie Mae. All insurance premiums due the Guarantor have been
         paid.

6.       Any payment received by the Lender on the Loans have been allocated to
         principal and interest on a simple interest basis.

7.       All Loans of each Borrower subject to sale at this time are being
         offered for sale as part of the same transaction.

8.       The Lender has not selected the Loans on the basis of any identifying
         characteristics of the Borrowers, such as educational institutions
         attended, age, sex, race, creed, national origin or place of residence.

9.       If a Loan was not originated by or on behalf of the Lender, the Lender
         is a legitimate "holder" of the Loan and the Loan was transferred to
         the Lender in full compliance with the Act and Regulations.

10.      The Loans sold in the Initial Liquidation Sale conform to the
         description in Attachment F to this Agreement.

11.      If the sale of any Loan made under a Master Promissory Note includes an
         assignment of the right to offer future loans under such Master
         Promissory Note, (i) the Lender has not assigned and will not assign
         such right to any other party, and (ii) the Borrower has not revoked
         the Lender's right to make future loans under such Master Promissory
         Note. If the Lender does not deliver the original Master Promissory
         Note to Sallie Mae, the Lender will deliver it to Sallie Mae to the
         extent it is needed for enforcement or claim-filing purposes.


<PAGE>


                                 ATTACHMENT E-1

                               BLANKET ENDORSEMENT

By signing this endorsement, the undersigned endorses the attached Promissory
Note. This note is one of the Promissory Notes described in the Bill of Sale
executed in favor of Sallie Mae. If the Promissory Note is a Master Promissory
Note, the undersigned endorses such Master Promissory Note only to the extent it
evidences particular loans that are described in such Bill of Sale. Except as
stated in the previous sentence, or as provided in the ExportSS(R) Agreement
dated _______________, 20____ between the Lender and Sallie Mae, this is an
unrestricted endorsement and without recourse.

This endorsement may be effected by attaching either this endorsement or a
facsimile to each of the Notes.

Lender:
       --------------------------------------
By:
   ------------------------------------------
Name:
      ---------------------------------------
Title:
       --------------------------------------

<PAGE>


                                 ATTACHMENT E-2

                                POWER OF ATTORNEY

___________________________________________________________________ ("Seller")
authorizes the Student Loan Marketing Association ("Sallie Mae") or ___________
_______________________________________________ ("Servicer"), as its
attorney-in-fact, to endorse promissory notes sold under the ExportSS(R)
Agreement between Seller and Sallie Mae dated ____________, 20 __ , in the
following form:

         All right, title and interest of ________________________________
         ("Seller") is assigned to the Student Loan Marketing Association
         ("Sallie Mae") without recourse except as provided in the ExportSS(R)
         Agreement between Sallie Mae and the Seller dated _________________,
         20___. If the Promissory Note is a Master Promissory Note, this
         endorsement is valid only to the extent it evidences particular loans
         that are described in a Bill of Sale from the Seller to Sallie Mae.

         By:
             ------------------------------------------
             On behalf of and as attorney in fact for

         -------------------------------------
         Seller

         Further, the endorsement by Sallie Mae or the Servicer on behalf of and
         as attorney-in-fact for the Seller shall transfer to Sallie Mae all
         right, title and interest of the Seller in the promissory notes
         (subject to the above limitation if the notes are Master Promissory
         Notes) consistent with the terms of the ExportSS(R) Agreement dated
         _____________, 20 __ .

For purposes of endorsement of these promissory notes, a facsimile of this
authorization may be used in place of the original.

Dated               , 20   .
      --------------    ---


Seller:
        ---------------------------------------
By:
    -------------------------------------------
Name:
      -----------------------------------------
Title:
      -----------------------------------------



<PAGE>


                                  ATTACHMENT F

                           PURCHASE PRICE INFORMATION

Part 1 --     Initial Liquidation Sale (Section 9)

              None.

Part 2 --     Optional Sales (Section 9(a)) and Future Required Sales (Section
              9(c)).

FOR OLD RATE LOANS AND JULY 98 RATE LOANS:


       FOR PLUS LOANS:

<Table>
<Caption>
        Sale Portfolio
Average Borrower Indebtedness
         of PLUS Loans                 Purchase Price Percentage
-----------------------------          -------------------------
<S>                                    <C>
       $0  -  $4,000                         100.50%
   $4,001  -  $5,000                         102.00%
   $5,001  -  $6,000                         102.25%
   $6,001  -  $7,000                         102.50%
   $7,001  -  Above                          102.75%
</Table>



                                       -1-
<PAGE>



                                  ATTACHMENT G

                         NAMES FOR FACSIMILE SIGNATURES



                          As used for Prior Agreement




<PAGE>


                     CONSOLIDATED EFT DISBURSEMENT AGREEMENT

                           dated as of August 1, 2000

                                     between

                       STUDENT LOAN MARKETING ASSOCIATION

                                       and

                        AMS EDUCATION LOAN TRUSTEE/FLEET

         THIS AGREEMENT dated as of August 1, 2000 (the "Agreement") between AMS
EDUCATION LOAN TRUSTEE/FLEET (the "Lender") and the STUDENT LOAN MARKETING
ASSOCIATION ("Sallie Mae") is entered into between Lender and Sallie Mae to
allow disbursement of Loan proceeds by electronic funds transfer (if and as
authorized by the Guarantor), to allow Sallie Mae to hold Loan proceeds as
escrow agent and to provide certain data transfer services in connection with
Lender's origination of Loans. This Agreement shall be effective with respect to
each School (as herein defined) listed on Exhibit B attached hereto.

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

1.       DEFINITIONS.

         (a) "Act" means the Higher Education Act of 1965, as amended (20 U.S.C.
Section 1071 et seq.).

         (b) "Borrower" means the obligor on a Loan.

         (c) "Guarantor" means any state, or private non-profit guarantor of
Loans.

         (d) "Loan" means a student loan made under the Act.

         (e) "Prime Rate" means for each business day, the rate displayed on
Telerate page 125 (or successor page) as the Prime Rate for such day. If for any
business day no such rate is displayed on Telerate, the Prime Rate will be the
highest rate listed as the Prime Rate in the "Money Rates" section of the
Eastern Edition of THE WALL STREET JOURNAL published on such date, or if no
longer published or not listed in such publication, such substitute source that
Sallie Mae chooses. The Prime Rate for any day that is not a business day will
be the Prime Rate as determined above on the immediately preceding business
day.

         (f) "Regulations" means any rule, regulation, instruction or procedure
issued by the Secretary under the Act or by the Guarantor.

         (g) "School" means each school listed on Exhibit B attached hereto.
Additions to the school list will be subject to (i) meeting Sallie Mae's
eligibility and approval requirements and (ii) mutual agreement of the parties,
and will be evidenced only by written or faxed communication by both parties
indicating their approval of such addition. Either party may delete a School
upon thirty days' notice to the other party.

         (h) "Secretary" means the United States Secretary of Education or any
successor.

         (i) "USAF" means United Student Aid Funds, Inc., as origination agent
for the Lender.


                                       -1-


<PAGE>


2.       ELECTRONIC DATA AND DISBURSEMENT.

         (a) Lender agrees to comply with the system and software requirements
         listed in Part I of Exhibit C and the procedures established by Sallie
         Mae concerning the format and method of transmission of data. Both
         parties agree to cooperate to correct errors in processing or
         communicating information.

         (b) Lender will be responsible for sending Loan applications to
         Borrowers, obtaining properly completed Loan applications from
         Borrowers, and obtaining Loan guaranties from the Guarantor.

         (c) After the Guarantor has notified Lender that an application for a
         Loan has been approved by the Guarantor, Lender and Sallie Mae will
         follow the procedures set forth in Part II of Exhibit C with respect to
         the Loans to be disbursed.

         (d) Sallie Mae will disburse Loan proceeds as required by the Act and
         Regulations in accordance with the procedures set forth in Part II of
         Exhibit C. Loans shall be disbursed by electronic funds transfer
         initiated by Sallie Mae or its agent by means of debit and credit
         entries through an automated clearing house. Sallie Mae shall retain
         all funds that it receives from USAF as escrow agent pursuant to
         Section 428(i) of the Act. If a credit entry to the School has been
         initiated, and USAF has failed to send Sallie Mae the funds on a timely
         basis in accordance with Part II of Exhibit C, Sallie Mae reserves the
         right to assess on Lender a finance charge at the Prime Rate on a daily
         basis until such time as the amount is reimbursed.

         (e) Sallie Mae or its agent shall initiate a credit entry to the
         designated School's account which shall be accompanied by a
         disbursement roster, based on the disbursement roster provided by USAF,
         that will contain information as specified by Sallie Mae. The cost of
         delivering any hard copy disbursement rosters by overnight or express
         mail to or from Lender, if any, will be charged to Lender. Lender
         agrees and acknowledges that any earnings or interest on funds
         delivered to Sallie Mae as escrow agent shall be retained by Sallie
         Mae, and that Sallie Mae may commingle the proceeds of all Loans paid
         to Sallie Mae pursuant to this Agreement and agreements with other
         lenders. Sallie Mae will be responsible for maintaining and reconciling
         the escrow account. Lender will be responsible for transmitting all
         insurance premiums, guarantee fees, and origination fees due on the
         Loans to the appropriate entity.

         (f) If Sallie Mae agrees to perform such services, Sallie Mae will
         receive the following information transmitted by a School: (a)
         information-concerning Loans that have been cancelled, returned,
         refunded, or that otherwise have not been disbursed to the Borrower;
         and (b) instructions for credit entries to Sallie Mae's account on
         behalf of Lender for cancelled, returned, or refunded Loans (and Sallie
         Mae will forward such information to Lender and will initiate a credit
         entry to Lender's account). Sallie Mae shall not be liable or
         responsible for the failure to transmit or the accuracy of information
         transmitted by a School.

         (g) Lender represents that it has complied with all requirements of the
         Guarantor pertaining to electronic funds transfer, including, but not
         limited to, entering into any required agreements with the Guarantor or
         School authorizing disbursement by electronic funds transfer. Lender
         shall be responsible for complying with the Act and the Regulations
         relating to borrower authorizations for electronic funds transfer.

         (h) Lender shall immediately notify Sallie Mae if it learns that a
         School has become ineligible for electronic funds transfer origination
         or the agreement for electronic funds transfer origination (if any) has
         been terminated.

3. FEES. Lender agrees to pay Sallie Mae fees for its services at the rates set
forth in Exhibit D. Sallie Mae will invoice Lender on a monthly basis for such
fees, and Lender agrees to pay each invoice within 30 days following the date of
such invoice. If Lender fails to pay any invoice on a timely basis, Sallie Mae
shall have the right to (i) impose a late fee of 1.50% of the unpaid amount for
each month or part of a month Lender is late with its payment, and/or (ii)
immediately cease performing services under this Agreement.


                                       -2-

<PAGE>



                                  ATTACHMENT 2

              [Form of Customized School Deal Notification Letter]

                             [Sallie Mae Letterhead]
                                                    Date:___________________

[LENDER NAME]
[LENDER ADDRESS]
[LENDER ADDRESS]

Attention: _____________________


Re:      [Insert Educational Institution and OE Number]

Dear __________________:

         Pursuant to the requirements in the definition of "Customized School
Deal Loans," as set forth in the Customized School Deals Amendment to
ExportSS(R) Agreement ("Customized School Deals Amendment"), which amendment is
dated _________, ___, between the Student Loan Marketing Association ("Sallie
Mae") and __________________ ("Lender"), this letter shall serve as notice that
Sallie Mae and [Insert Educational Institution and OE Number] have agreed to a
Customized School Deal. If you desire to participate with Sallie Mae in such
Customized School Deal; please countersign one original of this letter and
return it to me on or before ________________,200_.

         By countersigning below, you acknowledge that the [Stafford Loans] OR
[PLUS Loans] OR [Stafford Loans and PLUS Loans] made by you in connection with
attendance at [Insert Educational Institution and OE Number], whose first
disbursements occur on or after the later of (i) the response deadline set forth
in the preceding paragraph, or (ii) the effective date of the agreement between
Sallie Mae and such school, and prior to the effective date of termination of
such Customized School Deal, and all Serial Loans, will be deemed Customized
School Deal Loans for all purposes of the Agreement (as defined in and as
modified by the Customized School Deals Amendment).

         If you have any questions concerning the foregoing, please contact me
at 630-990-7733 at your earliest convenience.

                                              Very truly yours,


                                              Jerry Maher
                                              Vice President
                                              Financial Institution Sales

AGREED AND ACCEPTED:
[INSERT LENDER NAME]

By:
   -----------------------------
Name:
     ---------------------------
Title:
      --------------------------

<PAGE>


                              OFFICER'S CERTIFICATE

Re:      ExportSS Agreement dated July 1, 2000, between Fleet National Bank, as
         Trustee, and Sallie Mae.

         I, of Academic Management Services, Inc. ("AMS"), hereby certify to
the Student Loan Marketing Association ("Sallie Mae") that:


================================================================================

         ONE OF THE OFFICERS LISTED IN THIS SECTION HAS SIGNED THE AGREEMENT AND
THE PERSON(S) NAMED BELOW ARE, AS OF THE DATE OF THIS CERTIFICATE, THE
REPRESENTATIVES OF AMS DULY AUTHORIZED TO EXECUTE AGREEMENTS REGARDING THE
ORIGINATION, SERVICING, AND SALE OF STUDENT LOANS WITH SALLIE MAE, HOLD THE
CORPORATE OFFICES INDICATED NEXT TO THEIR NAMES, THE SIGNATURES FOLLOWING THEIR
NAMES ARE THEIR GENUINE SIGNATURES, AND ONE OF THEM HAS DULY EXECUTED THE
AGREEMENT:

<Table>
<Caption>
          NAME                        TITLE                       SIGNATURE
          ----                        -----                       ---------
<S>                          <C>                           <C>
      Rhonda Sayles               Vice President              /s/ RHONDA SAYLES
------------------------     -----------------------       ------------------------
X
------------------------     -----------------------       ------------------------

------------------------     -----------------------       ------------------------
</Table>

================================================================================


By:    /s/ JOHN GOMES
   ------------------------------------------------
    (An officer who did not sign the Agreement
    and is not listed in the box above)


Name:      John Gomes
     ----------------------------------------------

Title:     President
      ---------------------------------------------

Date:       8-8-2003
     ----------------------------------------------

<PAGE>


                           AMENDMENT OF JUNE 25, 2003

                                       TO

                              EXPORTSS(R) AGREEMENT

                               DATED JULY 1, 2000

                                     BETWEEN

                       STUDENT LOAN MARKETING ASSOCIATION

                                       AND

                               FLEET NATIONAL BANK
                   (SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE
                            AMS EDUCATION LOAN TRUST)

                                       AND

                       ACADEMIC MANAGEMENT SERVICES, INC.

        WHEREAS, the Student Loan Marketing Association ("Sallie Mae"), Fleet
National Bank, solely in its capacity as trustee for the AMS Education Loan
Trust ("Trustee"), and Academic Management Services, Inc. ("AMS") entered into
that certain ExportSS Agreement dated as of July 1, 2000 (as amended, the
"Agreement"); and

         WHEREAS, Sallie Mae, Trustee, and AMS desire to amend the terms
thereof.

         NOW THEREFORE, for mutual consideration, the sufficiency and receipt of
which are hereby acknowledged, Sallie Mae, Trustee, and AMS agree to amend the
Agreement as follows:

         1. Section 21 "Methods of Termination" is amended by deleting the date
         "June 30, 2003" and inserting in lieu thereof the date "July 31, 2003."

         2. Section 23 "Commitment Period" is amended by deleting the date "June
         30, 2003" and inserting in lieu thereof the date "July 31, 2003."



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


        Capitalized terms used in this amendment shall have the meanings
ascribed to them in the Agreement, the terms of which are hereby incorporated
herein by reference, and except as specifically provided for otherwise in this
amendment, the rights and obligations of Trustee, AMS, and Sallie Mae under the
Agreement are unchanged. Upon execution by authorized representatives of
Trustee, AMS, and Sallie Mae, this amendment shall be effective as of the date
of this amendment.



FLEET NATIONAL BANK, AS TRUSTEE           ACADEMIC MANAGEMENT SERVICES, INC.
FOR THE AMS EDUCATION LOAN
TRUST UNDER TRUST AGREEMENT
DATED FEBRUARY 3, 1994

By:                                       By:   /s/ RHONDA SAYLES
   ----------------------------              -----------------------------------
Name:                                     Name:  Rhonda Sayles
     --------------------------                ---------------------------------
Title:                                    Title: Vice President
      -------------------------                 --------------------------------

STUDENT LOAN MARKETING ASSOCIATION

BY: SALLIE MAE, INC.,
AUTHORIZED AGENT

By:
   ----------------------------
Name:
     --------------------------
Title:
      -------------------------



<PAGE>

                           AMENDMENT OF JULY 29, 2003

                                       TO

                              EXPORTSS(R) AGREEMENT

                               DATED JULY 1, 2000

                                     BETWEEN

                       STUDENT LOAN MARKETING ASSOCIATION

                                       AND

                               FLEET NATIONAL BANK
                   (SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE
                            AMS EDUCATION LOAN TRUST)

                                       AND

                       ACADEMIC MANAGEMENT SERVICES, INC.

         WHEREAS, the Student Loan Marketing Association ("Sallie Mae"), Fleet
National Bank, solely in its capacity as trustee for the AMS Education Loan
Trust ("Trustee"), and Academic Management Services, Inc. ("AMS") entered into
that certain ExportSS(R) Agreement dated as of July 1, 2000 (as amended, the
"Agreement"); and

         WHEREAS, Sallie Mae, Trustee, and AMS desire to amend the terms
thereof.

         NOW THEREFORE, for mutual consideration, the sufficiency and receipt of
which are hereby acknowledged, Sallie Mae, Trustee, and AMS agree to amend the
Agreement as follows:

         1. Section 21 "Methods of Termination" is amended by deleting the date
         "July 31, 2003" (as set forth in the amendment of June 25, 2003) and
         inserting in lieu thereof the date "August 31, 2003."

         2. Section 23 "Commitment Period" is amended by deleting the date "July
         31, 2003" (as set forth in the amendment of June 25, 2003) and
         inserting in lieu thereof the date "August 31, 2003."




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)


<PAGE>




         Capitalized terms used in this amendment shall have the meanings
ascribed to them in the Agreement, the terms of which are hereby incorporated
herein by reference, and except as specifically provided for otherwise in this
amendment, the rights and obligations of Trustee, AMS, and Sallie Mae under the
Agreement are unchanged. Upon execution by authorized representatives of
Trustee, AMS, and Sallie Mae, this amendment shall be effective as of the date
of this amendment.

FLEET NATIONAL BANK, AS TRUSTEE           ACADEMIC MANAGEMENT SERVICES, INC.
FOR THE AMS EDUCATION LOAN
TRUST UNDER TRUST AGREEMENT
DATED FEBRUARY 3, 1994

By:                                       By:   /s/ RHONDA SAYLES
   ----------------------------              -----------------------------------
Name:                                     Name:  Rhonda Sayles
     --------------------------                ---------------------------------
Title:                                    Title: Vice President
      -------------------------                 --------------------------------

STUDENT LOAN MARKETING ASSOCIATION

BY: SALLIE MAE, INC.,
AUTHORIZED AGENT

By:
   ----------------------------
Name:
     --------------------------
Title:
      -------------------------

</TEXT>
</DOCUMENT>
