Exhibit 10.2

                             SUBSERVICING AGREEMENT



        This Subservicing Agreement (the "Agreement") is entered into and
effective as of the 1st day of February, 2002, by and between Nelnet Loan
Services, Inc., a Nebraska corporation, Aurora, Colorado, herein referred to as
"Nelnet" and EFS Services, Inc., an Indiana corporation, herein referred to as
"EFS."

        WHEREAS, EFS is in the loan servicing business in the State of Indiana,
and in the ordinary course of such business has processed and serviced loans to
student/parent borrowers (the "Education Loans") which are made and guaranteed
in accordance with the provisions of the Higher Education Act of 1965, as
amended (the "Education Act") (references hereinafter to the "Education Act"
include rules and regulations promulgated thereunder as in effect from time to
time); and

        WHEREAS, Nelnet has developed and/or has available to it the systems and
services to enable it to process and service Education Loans in accordance with
the Education Act; and those Guarantee Agencies as mutually agreed to by the
parties ("Guarantor(s)") shall be the Guarantor(s) for all Education Loans which
Nelnet presents for servicing hereunder; and

        WHEREAS, Nelnet has developed and/or has available to it the systems and
services to enable it to process and service Education Loans in accordance with
the Rules and Regulations (the "Regulations") promulgated by Guarantor
(references hereinafter to the "Regulations" include Rules and Regulations
promulgated thereunder as in effect from time to time); and

        WHEREAS, EFS has entered into a Loan Servicing Agreement (the "EFS
Servicing Agreement") with EMT Corp. ("EMT") dated May 15, 1998, under which EFS
acts as primary servicer for EMT and EMT in the ordinary course of its business
makes or acquires Education Loans; and

        WHEREAS, EFS desires to retain Nelnet to process and subservice
Education Loans beneficially owned by EMT.

        NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties agree as follows:

        1. TERM.

        1.1 The term of this  Agreement  shall be from the date  first set forth
above until the earlier of (i)  termination of the Trust  Agreement  between EMT
and Zions First National Bank as successor trustee (the "Trustee"),  dated as of
May 15, 1998, as supplemented (the "Trust  Agreement"),  (ii) termination of the
EFS Servicing  Agreement,  (iii) early  termination  after  material  default by
Nelnet as provided in Section 15 of this Agreement, and (iv) the Education Loans
serviced under this Agreement are paid in full.
<PAGE>

        1.2 Upon the  termination of this  Agreement,  Nelnet shall turn over to
EFS all Education Loan files complete with all information contained therein and
all current  computer  information on the Education Loans under service pursuant
to this Agreement in such form or fashion as EFS shall reasonably  specify.  EFS
and  Nelnet  specifically  agree  that the format  used to  transfer  EFS's data
contains  confidential  and proprietary  trade secret  information  which is the
exclusive  property  of  Nelnet.  Nelnet  makes no claim  to the  specific  data
contained  in any  printout  given to EFS and  recognizes  that said data is the
exclusive  property of EFS. EFS and Nelnet agree,  however,  that all aspects of
the underlying  computer program,  algorithms,  methods of processing,  specific
design and layout,  report  format,  and the unique  processing  techniques  and
interactions  of the  various  aspects of  Nelnet's  computer  program are trade
secrets  of,   proprietary  to,  and  owned   exclusively  by  Nelnet.  At  such
deconversion,  a minimum  fee of $12.00 per  account  plus any other  reasonable
expenses  incurred  in  connection  with the  transfer  of such  files and other
information  shall  be paid  by  EFS.  The  confidentiality  provisions  of this
paragraph shall survive any termination or expiration of this Agreement.

        2. DELIVERY OF COMPLETED  EDUCATION  LOANS FOR SERVICING AND COLLECTION.
Subject to Nelnet's scheduling  requirements,  EMT may from time to time deliver
or cause to be  delivered to Nelnet  Education  Loans with respect to which loan
processing  has been  completed  and loan  proceeds  have been  disbursed to the
student/parent  borrowers  prior to the date of delivery  ("Completed  Education
Loans")  to be  serviced  pursuant  to the  terms of this  Agreement.  EMT shall
transmit to Nelnet all such loan  documentation  as required by Nelnet to enable
it to service the Completed Education Loans as provided herein.

        3.  SERVICING OF  COMPLETED  EDUCATION  LOANS.  Upon  acceptance  of any
Completed  Education Loan into Nelnet's  computer system and after the sale date
(if  applicable) of the Completed  Education  Loan to EMT,  Nelnet shall service
such Education Loan in accordance  with the Education Act, the  Regulations  and
the provisions of this Agreement, including the following:

        (a)     Nelnet shall take all steps  necessary to maintain the insurance
                and guarantees on Education Loans in full force at all times.

        (b)     Nelnet  shall  prepare and mail  directly to the  student/parent
                borrower  all  required  statements,  notices,  disclosures  and
                demands.

        (c)     Nelnet shall retain records of contacts, follow-ups,  collection
                efforts and correspondence regarding each Education Loan.

        (d)     Nelnet shall provide accounting for all transactions  related to
                individual  Education  Loans,  including,  but not  limited  to,
                accounting  for all payments of principal and interest upon such
                Education Loans.

        (e)     Nelnet shall process all deferments and forbearances.

        (f)     Nelnet  shall  process  all address  changes and update  address
                changes accordingly.

        (g)     Nelnet shall retain all documents  received by Nelnet pertaining
                to each Education Loan.

        (h)     When necessary and allowable by the Education Act,  Nelnet shall
                take  all  steps  necessary  to  file  a  claim  for  loss  with
                Guarantor,  and shall be responsible for all  communication  and
                contact with that agency  necessary or appropriate to accomplish
                the same.

                                       2
<PAGE>

        (i)     Nelnet shall  provide EMT a Manifest of  Education  Loans on all
                new  accounts,  accounts paid in full or converted to repayment,
                and provide any other information required by Guarantor.

        (j)     Nelnet shall provide such other  services as Nelnet  customarily
                provides and deems appropriate.

        4. ADDITIONAL SERVICING ACTIVITIES. At the request of EMT or EFS, Nelnet
agrees to perform additional  servicing  activities not required under the terms
of this Agreement for those Education  Loans  transferred to Nelnet as Completed
Education Loans which have not been  previously  serviced in accordance with the
Education Act and Regulations,  and which require additional  servicing activity
to attempt to maintain or reinstate the loans' principal and interest  guarantee
from the  Guarantor  ("Cure  Procedures").  Nelnet,  utilizing  Cure  Procedures
approved by the Guarantor, will use its best efforts to cure all prior servicing
defects.  Nelnet makes no  representation or warranty that the guarantee on each
Education  Loan  will be  reinstated  regardless  of Nelnet  following  the Cure
Procedures as approved by the Guarantor. EFS agrees to pay Nelnet those fees for
Cure  Services   described  in  Schedule  A  hereto  under  the  topic  entitled
"Additional Servicing Activity."

        5.  PORTFOLIOS  SUBJECT TO REJECTION BY NELNET.  EFS  acknowledges  that
certain loan  portfolio  types pose a risk of  financial  hardship for Nelnet to
service under this  Agreement.  Nelnet may in its  discretion,  prior to placing
such  loans in the  Nelnet  system,  reject  certain  loans  or loan  portfolios
("Rejected  Loans").  Nelnet shall provide EFS with reasonable advance notice as
to any Rejected Loans which Nelnet declines to place on its system. Nelnet shall
have no right to reject or decline loans after the loans are  transferred to the
Nelnet system.

        6. REPORTS TO EMT. On or before the 15th day of each month,  unless some
other time is provided  herein,  Nelnet shall  prepare and deliver to EMT, or to
such other person as EMT may  designate,  the following  reports with respect to
activity during the preceding month:

        (a)     As of the last day of each month,  an  unaudited  statement,  in
                reasonable  detail,  of all  transactions  during  that month on
                Completed Education Loans serviced by Nelnet for EMT;

        (b)     Processing Status Report (daily);

        (c)     Check Register (daily);

        (d)     Posting Ledger (daily/monthly);

        (e)     Statistical Report (monthly);

        (f)     Loan Ledger/Alpha Report (monthly);

        (g)     Guarantor Manifest (monthly);

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<PAGE>

        (h)     Delinquency Report (daily/monthly);

        (i)     Claims Activity Report (monthly).

        EMT shall receive at no cost one copy of each of the foregoing reports.
Nelnet will provide extra copies at the request of EMT. EFS shall reimburse
Nelnet its cost in producing such extra copies.

        7.  INTEREST  COMPUTATION.  Nelnet  shall  provide on a quarterly  basis
statistical data for the computation of interest and special allowance  billable
to the U.S.  Department of Education  for EMT's  Education  Loans.  Data will be
computed  commencing  with the date  Education  Loans  appear on the  records of
Nelnet.

        8. SERVICE FEE TO NELNET. EFS shall pay to Nelnet, on or before the 15th
day of each month, or within fifteen (15) days of billing statement,  for and in
consideration  of the services  performed by Nelnet  hereunder for the preceding
month, the fee provided for in Schedule A to this Agreement  ("Servicing  Fee").
The  Servicing  Fee shall be subject to change every  twelve (12)  months.  Such
change shall not result in an increase  that will exceed three  percent (3%) for
any twelve (12) month period.  In the event  Servicing  Fees are not paid within
thirty  (30) days of the  billing  statement,  EFS agrees  Nelnet  will have the
following rights to (a) withhold  transfer of borrower payments to the extent of
Servicing  Fees owed;  (b)  withhold  reports  otherwise  due; (c) impose a late
charge  of one and  one-half  percent  (l1/2%)  per  month  against  the  entire
outstanding  balance of the account  including  any prior late  charge;  and (d)
terminate  services with notice if nonpayment  persists for sixty (60) days from
billing or more.

               The parties agree that should Nelnet be required to make material
changes to its current servicing practices or servicing system due to changes to
the Education Act, Regulations, and/or business environment, or to other costs
beyond Nelnet's control, including but not limited to postal fees, Nelnet may
renegotiate the Servicing Fees with EFS to reasonably reflect those increased
costs at any time during the term of this Agreement.

        9. LOAN PAYMENTS.  Student/parent  borrowers will make all loan payments
to a third  party  lockbox  established  by Nelnet.  All cash  receipts  will be
remitted once a week to EMT or as Nelnet may otherwise reasonably request.

        10.  DISCLOSURE  OF  INFORMATION.   All  data,   information,   records,
correspondence,  reports or other  documentation  received by Nelnet pursuant to
this  Agreement  from EFS, EMT or the school which the student  attended or from
the student/parent  borrower, or prepared and maintained by Nelnet in the course
of its activities under this Agreement shall be released or divulged only to EFS
and EMT with  respect to  information  or  documents  relating  to a  particular
student/parent  borrower,  to that  student/parent  borrower,  or to such  other
parties as Nelnet  may be  directed  in  writing  by EFS or such  student/parent
borrower.  Nothing in this Section 10 shall affect Nelnet's or EFS's  obligation
to observe  applicable  law  prohibiting  disclosure  of  information  regarding
borrowers or the right of Nelnet or EFS not to disclose any information relating
to the strategic plans or opportunities of its student lending or loan servicing
business.

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<PAGE>

        11. INTELLECTUAL PROPERTY PROTECTION.  Notwithstanding  anything in this
Agreement to the  contrary,  it is the express  intention of the parties to this
Agreement that all right, title and interest of whatever nature in Nelnet's user
manuals,  training  materials,  all  computer  programs,  routines,  structures,
layout, report formats, together with all subsequent versions,  enhancements and
supplements to said programs,  all copyright  rights  (including both source and
object code) and all oral or written  information  relating to Nelnet's programs
conveyed in confidence by Nelnet to EFS pursuant to this Agreement  which is not
generally  known to the  public  and which  give  Nelnet an  advantage  over its
competitors who do not know or use such  information  (hereinafter  collectively
referred to as "Trade Secrets"), and all other forms of intellectual property of
whatever nature is and shall remain the sole and exclusive property of Nelnet.

        12.  INQUIRIES.  Nelnet  shall  answer  all  inquiries  received  by  it
pertaining to Education Loans, school status or refunds, and EFS shall cooperate
to the  extent  necessary  to gather  the  information  needed  to  answer  such
inquiries.  Such  inquiries  may be  referred  to the school  which the  student
borrower  attended  or  is  attending,  if  necessary.   Nelnet  shall  have  no
responsibility  for any disputes  between  student/parent  borrowers and schools
regarding tuition, registration, attendance, or quality of education/training.

        13. AGENT  AUTHORIZATION.  EFS hereby authorizes Nelnet to act on behalf
of and as  EMT's  agent  in the  application  processing  and  servicing  of EMT
Education  Loans.  Such  authorization  will  include  but not be limited to all
correspondence  and liaison  necessary  with  Guarantor  regarding EMT Education
Loans,  assignment of claims to Guarantor  and any/or all other  communications,
correspondence,  signatures or other acts appropriate to service EMT's Education
Loans in accordance with the Education Act and/or Regulations.

        14. LIABILITY OF NELNET.  Nelnet assumes no  responsibility or liability
for failure of EFS or EMT to exercise  reasonable  care or due diligence and the
results  thereof,  in making or servicing an Education  Loan prior to (a) Nelnet
processing  the  application  of  the  Education  Loan,  or (b)  placing  of the
Education Loan on Nelnet's  system and prior to the date EMT holds  ownership of
the  Education  Loan.  Nelnet also assumes no  liability  for the failure of any
student/parent  borrower to repay his or her loan, nor the failure of the United
States government to pay any principal,  interest, subsidy or special allowance,
nor for the  failure  of  Guarantor  to make  payment  of any  principal  and/or
interest on any of EMT's  Education  Loans.  Nelnet shall not be responsible for
consequences  of unreasonable  acts of any Guarantor.  In the event Nelnet shall
take any action or fail to take any action  which causes any  Education  Loan in
EMT's  portfolio to be denied the benefit of any  applicable  guarantee,  Nelnet
shall  have a  reasonable  time to cause the  benefits  of the  guarantee  to be
reinstated.  If the  guarantee is not  reinstated  within  twelve (12) months of
denial by  Guarantor,  Nelnet  shall pay EMT or Trustee  an amount  equal to the
outstanding  balance  plus  all  accrued  interest  and  other  fees  due on the
Education Loan to the date of purchase and thereupon  Nelnet shall be subrogated
to all rights of EMT respecting the applicable  Education Loan and title to such
Education  Loan will thereby be  transferred  to Nelnet or its  eligible  lender
trustee.  In such  event,  EMT  shall  perform  such  further  acts as  shall be
necessary or  appropriate  to subrogate  the Education  Loan to Nelnet.  For any
subrogated  Education  Loan for  which  the  guarantee  is fully  reinstated  by
Guarantor,  EFS  shall  cause  EMT to pay  Nelnet  an  amount  equal to the then
outstanding principal balance, plus all accrued interest due thereon,  whereupon
the subrogation rights of Nelnet shall terminate.  In such event,  Nelnet agrees
to perform such further  acts as shall be necessary or  appropriate  to reconvey
the Education Loan to EMT.

                                       5
<PAGE>

        15. TERMINATION OPTION. If at any time during the term of this Agreement
either  party  refuses or fails to perform in a material  fashion any portion of
this  Agreement,  and fails or refuses to correct  said action or lack of action
within  thirty (30) days after receipt of written  notice,  the other party may,
upon thirty (30) days written notice, terminate this Agreement.

        16.  INDEMNIFICATION.  EFS shall indemnify and hold Nelnet harmless from
and  against  all  claims,  liabilities,  losses,  damages,  costs and  expenses
(including reasonable attorney's fees) asserted against or incurred by Nelnet as
a result of Nelnet complying with any instruction or directive by EFS and Nelnet
shall  in like  manner  indemnify  EFS  for  any  miscompliance  with  any  such
instruction or directive by Nelnet.  EFS shall further indemnify and hold Nelnet
harmless from and against all claims,  liabilities,  losses,  damages, costs and
expenses (including  reasonable attorney's fees) asserted against or incurred by
Nelnet as a result of actions not the fault of or not caused by a negligent  act
of Nelnet, its agents or employees,  including all claims, liabilities,  losses,
damages  and  costs  caused  by or the fault of EFS,  a prior  holder,  owner or
lender,  a prior servicer or any other party connected in any manner to the loan
or loans resulting in the claim, liability, loss, damage or cost.

        17. STATUTE OF LIMITATIONS.  Any action for the breach of any provisions
of this Agreement shall be commenced  within two years after the cause of action
has occurred. A cause of action occurs when the breach occurs, regardless of the
aggrieved party's lack of knowledge of the breach.

        18. NOTICES.  All notices or communications by one of the parties hereto
to the other shall  respectfully  be addressed as follows:  EFS Services,  Inc.,
8425 Woodfield Crossing Boulevard, Suite 401, Indianapolis,  Indiana 46240-2495,
and Nelnet Loan  Services,  Inc.,  3015 South  Parker Road,  Suite 400,  Aurora,
Colorado  80014,  or to such other address as may be indicated from time to time
by one  of the  parties  to the  other  party.  Except  as  otherwise  expressly
provided,  any  notice  shall have been  deemed to have been given upon  mailing
thereof when mailed by registered or certified  mail,  and upon receipt in every
other case.

        19.  GOVERNING LAW. This Agreement is executed and delivered  within the
State of  Colorado,  and the parties  hereto  agree that is shall be  construed,
interpreted and applied in accordance with the laws of that State,  and that the
courts and authorities within the State of Colorado shall have sole jurisdiction
and venue over all controversies  which may arise with respect to the execution,
interpretation and compliance with this Agreement.

        20. CHANGES IN WRITING. This Agreement, including this provision hereof,
shall not be modified or changed in any manner  except only by a writing  signed
by all parties hereto.

        21. SEVERABILITY.  In the event a court of competent  jurisdiction finds
any  of  the  provisions  of  this  Agreement  to be so  overly  broad  as to be
unenforceable  or invalid for any other reason,  it is the parties'  intent that
such invalid provisions be reduced in scope or eliminated by the court, but only
to the extent  deemed  necessary by the court to render the  provisions  of this
Agreement reasonable and enforceable.

        22. PERSONS BOUND. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their legal  representatives,  heirs,  successors
and assigns.

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<PAGE>

        23.  ASSIGNMENT.  This  Agreement  shall not be assigned by either party
without the prior written consent of the other party, which consent shall not be
unreasonably withheld.

        24. MUTUAL RELEASE.  Each of the parties to this Agreement  releases the
other party from any and all  claims,  or causes of the other  arising  from any
event or transaction  occurring prior to the execution of this  Agreement.  This
release is an  independent  covenant  between the parties,  and will survive any
termination of this Agreement.

        25.  TITLES.  The  titles  used  in  this  Agreement  are  intended  for
convenience and reference only. They are not intended and shall not be construed
to be a  substantive  part of this  Agreement  or in any other way to affect the
validity, construction or effect of any of the provisions of this Agreement.

        26.  WAIVER.  The waiver or failure of either  party to  exercise in any
respect any
right provided for herein shall not be deemed a waiver of any further right
hereunder.

        27. CONFIDENTIALITY.

        27.1 EFS (subject to the  provisions of Section 10 hereof) agrees not to
disclose  any  provisions  or portions of this  Agreement,  "Trade  Secrets" (as
defined   below)   or   financial   information   (collectively,   "Confidential
Information")  concerning  or  belonging to Nelnet to any third party or use the
same in competition  with Nelnet.  For purposes of this Agreement,  Confidential
Information does not include "Nonpublic Personal Information" as defined in GLB.
"Trade  Secret"  shall mean the whole or any  portion or phase of any  technical
information,  design,  process,  procedure,  formula,  improvement,   algorithm,
method,  technique,  confidential  business or financial  information,  or other
information  relating to any business of Nelnet that is not  generally  known by
the public.  EFS and Nelnet  specifically agree that the format used to transfer
EFS's data contains  confidential and proprietary trade secret  information that
is the exclusive property of Nelnet.  Nelnet makes no claim to the specific data
contained in any printout given to Nelnet and  recognizes  that said data is the
exclusive  property of EFS. EFS and Nelnet agree,  however,  that all aspects of
the underlying  computer program,  algorithms,  methods of processing,  specific
design and layout,  report  format,  and the unique  processing  techniques  and
interactions  of the  various  aspects of  Nelnet's  computer  program are trade
secrets of, proprietary to, and owned exclusively by Nelnet.

        27.2 In  accordance  with  applicable  law, EFS agrees that in the event
Nelnet grants access to any Confidential Information, to forever thereafter keep
the same  confidential.  EFS also agrees to keep  Confidential  Information  and
material (both written and verbal) relating to Nelnet, any vendor or other party
transacting  business  with Nelnet.  EFS,  including its  respective  agents and
employees,  further  agrees not to release,  share,  use,  or disclose  the same
without the prior  written  permission  of Nelnet  except to only those of EFS's
employees,  agents,  or  advisors  having a need to know  the same for  purposes
related to this Agreement.

        27.3 EFS, its agents, employees, and advisors,  recognize the disclosure
of Confidential Information by EFS, or EFS's agents or advisors may give rise to
irreparable  injury to  Nelnet  inadequately  compensable  in  damages  and that
accordingly, Nelnet may seek and obtain injunctive relief or damages against the
disclosure or threatened  disclosure,  in addition to any other legal  remedies,
including attorney's fees, which may be available.  The parties agree,  however,
that the duty to  protect  Confidential  Information  shall  not  include  data,
information,  or materials  which EFS can  demonstrate is publicly  available by
other  than  unauthorized  disclosures  by other  parties.  All  confidentiality
requirements shall survive the termination or cancellation of this Agreement.

                                       7
<PAGE>

        28. FORCE  MAJEURE.  The  foregoing  provisions  of this  Agreement  are
subject to the following  limitation:  If by reason of a force majeure Nelnet is
unable  in whole  or in part to  carry  out any  agreement  on its  part  herein
contained,  Nelnet shall not be deemed in default during the continuance of such
inability.  The  term  "force  majeure"  as  used  herein  shall  mean,  without
limitation,  the following: acts of God, strikes,  lockouts, or other industrial
disturbances;  acts of public  enemies;  order or  restraint  of any kind of the
government  of the United  States of America or of the State of Colorado or City
of Aurora or any of their  departments,  agencies or officials,  or any civil or
military  authority;   insurrections;  riots;  landslides;  earthquakes;  fires;
storms;  droughts;  floods;  explosions;  breakage  or  accident  to  machinery,
equipment,  transmission  pipes or  canals;  or any  other  cause  or event  not
reasonably within the control of Nelnet.

        29. ENTIRE AGREEMENT.  This is the entire and exclusive statement of the
Agreement between the parties,  which supersedes and merges all prior proposals,
understandings  and all other  agreements oral and written,  between the parties
relating to this Agreement.

        30.  NELNET  AS  SUBSERVICER.  Nelnet  acknowledges  EFS as the  primary
servicer to EMT pursuant to the EFS Servicing Agreement. Nelnet agrees to act as
subservicer  of the  Education  Loans to be  serviced  under  the EFS  Servicing
Agreement. Furthermore, in the event EFS for any reason ceases to act as primary
servicer of the loans,  Nelnet agrees to service the  Education  Loans of EMT as
the servicer under the terms of the EFS Servicing Agreement and agrees to accept
assignment of the EFS Servicing  Agreement upon assignment  thereof by EFS. This
Section 30 shall survive termination of the Agreement.

        31. TRUSTEE AS THIRD PARTY BENEFICIARY. This Agreement has been made and
entered into not only for the benefit of EFS and Nelnet but also for the benefit
of the Trustee in  connection  with the financing of Education  Loans,  and upon
assignment by EFS to the Trustee, its provisions may be enforced not only by the
parties to this Agreement but by the Trustee. The foregoing creates a permissive
right on behalf of the Trustee, and the Trustee shall not be under any duties or
obligations hereunder.

               This Agreement shall inure to the benefit of the Trustee and its
successors and assigns. Without limiting the generality of the foregoing, all
representations, covenants and agreements in this Agreement which expressly
confer rights upon the Trustee shall be for the benefit of and run directly to,
the Trustee, and the Trustee shall be entitled to rely on and enforce such
representations, covenants and agreements to the same extent as if it were a
party hereto. The foregoing creates a permissive right on behalf of the Trustee,
and the Trustee shall not be under any duties or obligations hereunder.

               If there is an Event of Default under the Trust Agreement and the
Trustee forecloses on its security interest on the Education Loans, then the
Trustee shall assume all duties and obligations of Nelnet hereunder.

                  [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



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<PAGE>


        IN WITNESS WHEREOF, the parties hereto have executed this Subservicing
Agreement as of the date first written above.

                                       NELNET LOAN SERVICES, INC.


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


                                       EFS SERVICES, INC.


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



                                       9
<PAGE>

                                  SCHEDULE "A"

                            FFELP LOAN SERVICING FEES

All fees shall be as set forth in the Servicing Agreement between EFS and EMT
Corp., which is incorporated herein by this reference.



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