EXHIBIT 10.3



NOTE: THIS AGREEMENT CONTAINS CONFIDENTIAL & PROPRIETARY INFORMATION AND MAY NOT
BE DISCLOSED WITHOUT THE CONSENT OF BOTH PARTIES OR AS REQUIRED BY LAW

                               GUARANTY AGREEMENT
                                     BETWEEN
                     THE EDUCATION RESOURCES INSTITUTE, INC.
                                       AND
                                  NAME OF BANK

         This Guaranty Agreement (this "Agreement") is made as of this day of ,
, by and between The Education Resources Institute, Inc. ("TERI"), a private
non-profit corporation organized under Chapter 180 of the Massachusetts General
Laws with its principal place of business at 31 St. James Avenue, 6th Floor,
Boston, Massachusetts 02116, and NAME OF BANK, (the "LENDER"), a []organized
under the laws of the []and having a place of business located []

         WHEREAS, TERI is in the business of providing financial assistance in
the form of loan guaranties to and on behalf of students enrolled in programs of
higher education and their parents at TERI-approved schools; and

         WHEREAS, the LENDER is willing to make Loans to eligible Borrowers
under the Program, and TERI is willing to guaranty the payment of principal and
interest against the Borrowers' default or certain other events as more fully
described below, in accordance with the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, TERI and the LENDER agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement the following terms shall have the following meanings:

1.1      "Borrower" shall mean the person, or all persons collectively,
         including all students, cosigners, coborrowers, guarantors, endorsers,
         and accommodation parties, who execute a Promissory Note individually
         or, in the case of multiple Borrowers, severally and jointly, for the
         purpose of obtaining funds from the LENDER under the Program.

1.2      "Custodian" shall mean U.S. Bank National Association, its successors
         and assigns, in its capacity as Bank under the Security Agreement of
         even date herewith and as Depository Institution under the Control
         Agreement of even date herewith (together, "Security Documents"), or a
         successor Bank or alternative Depository Institution appointed in
         accordance with the Security Documents.

1.3      "Due Diligence" shall mean the utilization by the LENDER of policies,
         practices




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         and procedures in the origination, servicing and collection of Loans
         that comply with the standards set forth in the Program Guidelines and
         that comply with the requirements of federal and state law and
         regulation.

1.4      "FMC" shall mean The First Marblehead Corporation, a Delaware
         corporation located at 800 Boylston St., 34th Floor, Boston, MA 02199.

1.5      "Guaranty Claim" shall mean a claim by the LENDER to TERI for a
         guaranty payment with respect to a Loan pursuant to Section 2.1 of this
         Agreement.

1.6      "Guaranty Event" shall mean any of the following events with respect to
         a Loan:

         a.       failure of a Borrower to make monthly principal and/or
                  interest payments on a Loan when due, provided such failure
                  persists for a period of one hundred eighty (180) consecutive
                  days,

         b.       the filing of a petition in bankruptcy with respect to a
                  Borrower, or

         c.       the death of a Borrower.

         For Loans on which the Borrower is two or more persons, none of the
         above, with the exception of paragraph b., shall be a Guaranty Event
         unless one or more such events shall have occurred with respect to all
         such persons. The foregoing notwithstanding, if a Borrower files a
         petition in bankruptcy pursuant to Chapter 7 of the U.S. Bankruptcy
         Code and does not seek a discharge of the affected Loan(s) under 11
         U.S.C. ss.523(a)(8)(B) of the U.S. Bankruptcy Code, the LENDER at
         TERI's request will withdraw its guaranty claim unless or until one of
         the other Guaranty Events shall have occurred with respect thereto.

1.7      "Loan" shall mean a loan of funds, including all disbursements thereof,
         made by the LENDER to a Borrower under the Program.

1.8      "Note Purchase Agreement" means the agreement of that name between
         LENDER [OR WAREHOUSE] and FMC dated as of [DATE], as it may be amended
         from time to time.

1.9      "Program" shall mean the _____________________________________, as more
         fully described in the Program Guidelines.

1.10     "Program Guidelines" shall mean the [PROGRAM NAME] Program Guidelines
         attached hereto as Exhibit A, and all changes thereto as provided in
         Section 6 hereof. The Program Guidelines (a) consist of the Program
         Overview, the TERI Underwriting, Origination and Loan Term Guidelines,
         the Servicing Guidelines, and Program Borrower Documents (consisting of
         the forms of Promissory Note and Truth in Lending Disclosure) and (b)
         are hereby incorporated in this Agreement by reference and made a part
         hereof.



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1.11     "Promissory Note" shall mean a promissory note executed by a Borrower
         evidencing a Loan, in the form attached hereto as part of the Program
         Guidelines or as approved pursuant to Section 3.2 below.

1.12     "Securitization Transaction" shall mean and refer to (a) a purchase of
         Loans guaranteed hereunder by a special purpose entity ("SPE") formed
         by FMC, which purchase is funded through the issuance of debt
         instruments or other securities by such entity, the repayment of which
         is supported by payments on the Loans or (b) any other transaction
         whereby a Loan is transferred from the LENDER to FMC or one of its
         affiliates.

1.13     "Security Documents" shall have the meaning assigned to it in Section
         1.2.

SECTION 2: GUARANTY OF LOANS

2.1      TERI hereby guarantees to the LENDER, unconditionally except as set
         forth in Section 2.2 below, the payment of 100% of the principal of and
         accrued interest on every Loan as to which a Guaranty Event has
         occurred. "Accrued interest" shall mean interest accrued and unpaid to
         the date of payment in full by TERI of a Guaranty Claim, less any
         interest that shall have accrued after the filing of a Guaranty Claim
         but before TERI shall have received all the documentation necessary to
         process the Guaranty Claim as set forth in the Program Guidelines. TERI
         will use all reasonable efforts to make payment on its guaranty within
         sixty (60) days, and will in any event make payment within ninety (90)
         days, of receipt by TERI of a Guaranty Claim from the LENDER stating
         the name of the Borrower and the type of Guaranty Event that has
         occurred accompanied by the full claim documentation required in the
         Program Guidelines.

2.2      TERI's guaranty is conditioned upon the following:

         a.       The LENDER must have filed its Guaranty Claim within the time
                  period and following the procedures specified in the Program
                  Guidelines.

         b.       The LENDER and its predecessors in interest must at all times
                  have exercised Due Diligence with respect to the Loan in
                  question (or shall have cured any failure to exercise Due
                  Diligence under the reinstatement provisions in Section 2.4
                  hereof and the Program Guidelines), and must have complied
                  with all other requirements of the Program Guidelines
                  applicable to the Loan.

         c.       The LENDER shall have paid to TERI the Initial Guaranty Fee
                  (as defined in Section 3.3.a. below) for the Loan in question,
                  and shall have paid to the Custodian any Subsequent Guaranty
                  Fee (as defined in Section 3.3.b. below) for the Loan in
                  question which is due and payable as provided in Section
                  3.3.b. below.



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<PAGE>

         d.       TERI must have received from the LENDER the original
                  Promissory Note relating to the Loan in question, enforceable
                  against the Borrower (except as provided in this Section
                  2.2.d., below), endorsed to TERI in such manner as to transfer
                  to TERI all rights in and title to such Promissory Note, free
                  and clear of all liens and encumbrances, and of all defenses,
                  counterclaims, offsets, and rights of rescission that might be
                  raised by the Borrower. Submission of a Guaranty Claim to TERI
                  shall constitute the LENDER's certification that the
                  conditions of 2.2.b. and 2.2.d. have been met, and TERI is
                  entitled to rely on such certification.

                  Subsections 2.2.b. and 2.2.d. above notwithstanding, if a Loan
                  that is the subject of a Guaranty Claim was originated by TERI
                  on behalf of the LENDER pursuant to a Loan Origination
                  Agreement between the parties, (i) TERI will not deny the
                  LENDER's Guaranty Claim on such Loan if the sole basis for
                  denial is a violation of the Program Guidelines or a violation
                  of Massachusetts or federal law committed by TERI in the
                  origination process, and (ii) TERI will have no recourse
                  against the LENDER in the event that TERI's actions or
                  omissions in the origination process shall have given rise to
                  a successful defense in favor of the Borrower in a suit on the
                  Promissory Note relating to such Loan.

2.3      TERI's guaranty obligation with respect to any Loan shall not be
         terminated or otherwise affected or impaired (i) by the LENDER's
         granting an extension of time to the Borrower to make scheduled
         payments, or by any other indulgence the LENDER may grant to the
         Borrower, provided that all extensions and other indulgences meet the
         forbearance standards and other requirements of the Program Guidelines;
         or, Section 2.2.d. above notwithstanding, (ii) because of any fraud in
         the execution of the Promissory Note relating to such Loan, (iii)
         because of any illegal or improper acts of the Borrower, or (iv)
         because the Borrower may be relieved of liability for such Loan due to
         lack of contractual capacity or any other statutory exemption.

2.4      TERI may deny the LENDER's Guaranty Claim on any Loan on the grounds of
         Due Diligence deficiencies. If TERI properly denies the LENDER's
         Guaranty Claim on any Loan on the grounds of Due Diligence
         deficiencies, the LENDER may thereafter require that TERI reinstate the
         guaranty of such Loan if (a) the LENDER corrects such deficiencies and
         receives four (4) consecutive full on-time monthly payments from the
         Borrower, according to any schedule permitted by the Program
         Guidelines, and if at the time of the LENDER's request the Borrower is
         within thirty (30) days of being current on all principal and interest
         payments on such Loan, or (b) the LENDER satisfies any other method of
         cure set forth in the Program Guidelines.

2.5      TERI's guaranty hereunder is a continuing and absolute guaranty of
         payment and not merely of collection, covering Loans made in accordance
         herewith either (i)




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         prior to termination of this Agreement, or (ii) based upon applications
         received by the LENDER prior to such termination; and such termination
         shall not affect TERI's obligations to the LENDER then existing,
         whether direct or indirect, absolute or contingent, then due or
         thereafter to become due.

2.6      TERI agrees not to exercise any right of subrogation, reimbursement,
         indemnity, contribution or the like against the Borrower of any Loan
         unless and until all of TERI's obligations to the LENDER under this
         Agreement with respect to such Loan have been satisfied in full, except
         to the extent that it is deemed a valid claimant as a contingent
         creditor, for example, under Title 11 of the United States Code (the
         "Bankruptcy Code"), or applicable state law.

2.7      TERI will permit the LENDER, any duly designated representative of the
         LENDER, or any governmental body having jurisdiction over the LENDER
         (subject to written notice being provided to TERI by the LENDER,
         identifying the requesting party and the date of the review), to
         examine and audit the books and records of TERI pertaining to the
         Loans, at any time during TERI's regular business hours, provided that
         in the case of examinations by the LENDER or its representative, absent
         good cause (i) TERI must be given ten (10) business days' prior written
         notice and, (ii) no more than one such audit may be conducted with
         respect to any twelve-month period or will take place in any
         twelve-month period. In no event will any audit be performed during
         July, August, September, or October in any year except at the request
         of a regulatory authority having jurisdiction over the LENDER.

2.8      TERI will indemnify the LENDER and hold it harmless from and against
         any loss, cost, damage or expense that the LENDER may suffer as a
         result of claims to the extent they arise out of TERI's actions or
         omissions relative to the LENDER's participation in the Program and do
         not arise out of the LENDER's actions or omissions. "Expense" includes,
         without limitation, the LENDER's reasonable attorney's fees. TERI will
         further indemnify the LENDER and hold it harmless from and against any
         claim brought against the LENDER by any Borrower based on actions or
         omissions of the LENDER that were mandated under the Program
         Guidelines.

2.9      Although the LENDER agrees not to use any loan servicer not approved by
         TERI, the LENDER acknowledges that TERI's approval of a servicer is in
         no way an endorsement of such servicer and that TERI shall have no
         liability to the LENDER for any losses arising from such servicer's
         failure to comply with Due Diligence or the Program Guidelines or
         applicable law, nor shall TERI be required to honor any claim submitted
         by such servicer if the claim does not comply with the requirements of
         this Agreement.



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<PAGE>

SECTION 3: OBLIGATIONS OF THE LENDER

3.1      In originating, servicing, disbursing, and collecting Loans, the LENDER
         will comply, and cause its servicer and others acting on its behalf to
         comply, at all times with all Program Guidelines (including Due
         Diligence requirements) and all applicable requirements of federal and
         state laws and regulations.

3.2      The LENDER will use Promissory Notes, Loan applications, disclosure
         statements, and other forms mutually agreeable to the parties. The
         forms of Promissory Notes, Loan applications and disclosure statement
         attached hereto as part of the Program Guidelines are agreed to be
         satisfactory to both parties. Without limiting the generality of
         Sections 3.1 and 4.1, the LENDER warrants the conformity of such
         instruments and any agreed successors thereto with all applicable legal
         requirements, other than those of federal and Massachusetts laws and
         regulations, and TERI warrants their conformity with Massachusetts and
         federal laws. In addition, upon TERI's request, the LENDER will submit
         to TERI sample copies of promotional and marketing materials used in
         connection with the Program. No such delivery of materials shall
         constitute or be construed as a representation or warranty by TERI that
         such materials comply with applicable law or with the LENDER's
         obligations under this Agreement, and no such delivery shall excuse the
         LENDER's performance of any of its obligations under this Agreement.

3.3      The LENDER will pay a guaranty fee for each Loan (the "Guaranty Fee")
         as follows:

         a.       At the time of each disbursement of the Loan, the LENDER will
                  promptly remit to TERI __________ percent (_____%) of the
                  principal amount of the Loan disbursed (the "Initial Guaranty
                  Fee").

         b.       At such times as are set forth in Schedule 3.3 attached hereto
                  and incorporated herein by reference, such additional fees as
                  are set forth in the fifth and sixth columns of Schedule 3.3
                  ("Subsequent Guaranty Fee").

                  i.       If the terms of Schedule 3.3 call for any Guaranty
                           Fees to be paid concurrent with the Securitization
                           Transaction, the LENDER shall pay such fees directly
                           (and be reimbursed in the Securitization Transaction
                           to the extent provided in the Note Purchase
                           Agreement).

                  ii.      In the event that a Guaranty Claim is made with
                           respect to a Loan before a Subsequent Guaranty Fee is
                           scheduled to be paid by the LENDER for such Loan, the
                           Subsequent Guaranty Fee shall become immediately due
                           and payable.


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<PAGE>

                  iii.     In the event that a loan is prepaid in full prior to
                           the date that a Subsequent Guaranty Fee is scheduled
                           to be paid by the LENDER for such Loan, the
                           Subsequent Guaranty Fee shall nevertheless become due
                           and payable at the time that would have applied if
                           such prepayment had not occurred. For example, if a
                           Subsequent Guaranty Fee is due at the time of a
                           Securitization Transaction and a Loan is prepaid
                           before it is eligible for Securitization, then the
                           Subsequent Guaranty Fee with respect to such Loan
                           shall become due at the first Securitization
                           Transaction in which such Loan would have been
                           eligible for inclusion, had prepayment not occurred.

                  iv.      In the event that FMC fails to purchase any Loan
                           under the Note Purchase Agreement, and the LENDER
                           sells such Loan to a third party, the Guaranty Fees
                           due with respect to such loan at the time of a
                           Securitization Transaction will instead be paid by
                           the LENDER at the time the loan is sold to the third
                           party.

                  v.       In the event FMC has no further right or obligation
                           under the Note Purchase Agreement to purchase a Loan
                           in a Securitization Transaction, the LENDER shall pay
                           all Subsequent Guaranty Fees that are due to be paid
                           at the time of securitization as set forth in
                           Schedule 3.3. Such fees shall be payable (A) with
                           respect to any Loan already funded, within thirty
                           (30) days after presentation of an invoice by TERI to
                           the Lender, and (B) with respect to Loans funded
                           after the date of such invoice, at the time of
                           disbursement.

                  vi.      In the event that the LENDER fails to sell any Loan
                           to FMC because the LENDER has breached the Note
                           Purchase Agreement, the LENDER shall pay all
                           Subsequent Guaranty Fees that are due to be paid at
                           the time of securitization as set forth in Schedule
                           3.3. Such fees shall be payable directly to TERI and
                           shall not be subject to the Security Documents.

         c.       Failure to remit any Guaranty Fee within thirty (30) days of
                  the time set forth above will not affect the validity of the
                  guaranty for any Loan for which the Guaranty Fee has already
                  been paid in full, but, as a result, TERI will have the right,
                  at its discretion to (i) void its obligation to guarantee or
                  collect the Loan to which such Guaranty Fee relates or (ii)
                  collect the amount of any such Guaranty Fee and to add
                  interest at the rate of ________ percent (_____%) per annum
                  from the disbursement date of the Loan to which such Guaranty
                  Fee relates, plus any costs (including attorneys' fees and
                  expenses) incurred by TERI in collecting or attempting to
                  collect such Guaranty Fee from the LENDER.



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<PAGE>

         d.       Anything in the Program Guidelines to the contrary
                  notwithstanding, if the LENDER is required under the terms of
                  a Promissory Note to refund all or part of the Guaranty Fees
                  identified above to a Borrower, TERI will refund all or part
                  of the Initial Guaranty Fee it has received and the Custodian
                  will refund all or part of any Subsequent Guaranty Fee it has
                  received (in each case related to the refund to such Borrower)
                  to the LENDER upon being so advised by the LENDER in writing.

3.4      If TERI shall have purchased a Loan pursuant to Section 2.1 above, the
         LENDER will promptly repurchase such Loan upon request from TERI if (i)
         TERI succeeds, after purchasing, in obtaining from the Borrower three
         full consecutive on-time monthly payments, according to any schedule
         permitted by the Program Guidelines, provided that on the date of
         TERI's notice to repurchase, the Borrower is within thirty (30) days of
         being current on his or her payments on such Loan, and provided further
         that this repurchase obligation may be invoked by TERI only once as to
         any Loan (in which case, the Loan shall be considered "rehabilitated");
         or (ii) if TERI should determine that the Loan does not meet the
         conditions set forth in subsections b., c. and d. of Section 2.2 above.
         With respect to the repurchase of any Guaranteed Loan pursuant to this
         Section 3.4, the repurchase price shall be equal to (1) the remaining
         unpaid principal balance of such Loan, plus (2) any accrued and unpaid
         interest thereon.

3.5      To the extent permitted by applicable law, the LENDER will (i) deliver
         to TERI such reports, documents, and other information concerning the
         Loans as TERI may reasonably require, and (ii) permit independent
         auditors, authorized representatives of TERI and governmental agencies,
         if any, having regulatory authority over TERI, to have access to the
         operational and financial records and procedures directly applicable to
         Loans and to the LENDER's participation in the Program. LENDER will
         cause its loan servicer to deliver to TERI such reports, documents, and
         other detailed information concerning each Loan as TERI may reasonably
         require. [LENDER shall provide a monthly report containing the
         information set forth on Exhibit B hereto at LENDER's expense]; TERI
         shall arrange directly with the loan servicer to receive the report.
         Any other reporting or information shall be provided upon TERI's
         agreement to reimburse LENDER for its incremental cost of such report.

3.6      If the LENDER should violate any term of this Agreement, it will be
         liable to TERI for all loss, cost, damage or expense sustained by TERI
         as a result. The LENDER will indemnify TERI and hold it harmless from
         and against all loss, cost, damage or expense that TERI may suffer as a
         result of claims to the extent they arise out of the LENDER's actions
         or omissions relative to the LENDER's participation in the Program
         unless such actions or omissions are specifically required by this
         Agreement, and do not arise out of TERI's actions or omissions. The
         LENDER will similarly indemnify TERI with respect to any defenses
         arising from the LENDER's violation of or failure to comply with any
         law, regulation or order, or any term of this Agreement, that may be
         raised by a Borrower to any suit




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<PAGE>

         upon a Promissory Note. "Expense" includes, without limitation, TERI's
         reasonable attorney's fees.

SECTION 4: REPRESENTATIONS AND WARRANTIES

4.1      Each party represents and warrants to the other that its execution,
         delivery and performance of this Agreement are within its power and
         authority, have been authorized by proper proceedings, and do not and
         will not contravene any provision of law or such party's organizational
         documents or by-laws or contravene any provision of, or constitute an
         event of default or an event which, with the lapse of time or with the
         giving of notice or both, would constitute an event of default, under
         any other agreement, instrument or undertaking by which such party is
         bound. Each party represents and warrants that it has and will maintain
         in full force and effect all licenses required under applicable state,
         federal, local or other law for the conduct of all activities
         contemplated by this Agreement and comply with all requirements of such
         applicable law relative to its licenses and the conduct of all
         activities contemplated by this Agreement. This Agreement and all of
         its terms and provisions are and shall remain the legal and binding
         obligation of the parties, enforceable in accordance with its terms
         subject to bankruptcy and insolvency laws. The warranties given herein
         shall survive any termination of this Agreement.

4.2      The parties acknowledge that TERI is not an insurer or reinsurer and
         the LENDER expressly waives all claims it might otherwise have under
         applicable law were TERI to be held by any court or regulatory agency
         to be acting as an insurer or reinsurer hereunder. The only obligations
         of TERI to the LENDER shall be those expressly set forth herein.

SECTION 5: MISCELLANEOUS

5.1      Neither party is or will hold itself out to be the agent, partner, or
         joint venturer of the other party with regard to any transaction under
         or pursuant to this Agreement.

5.2      Each party's respective rights, remedies, powers, privileges, and
         discretions ("Rights and Remedies") shall be cumulative and not
         exclusive. No delay or omission by either party in exercising or
         enforcing any of its Rights and Remedies shall operate as to constitute
         a waiver of them. No waiver by a party of any default under this
         Agreement shall operate as a waiver of any subsequent or other default
         under this Agreement. No single or partial exercise by a party of any
         of its Rights and Remedies shall preclude the other of further exercise
         of such Rights and Remedies. No waiver or modification by a party of
         the Rights and Remedies on any one occasion shall be deemed a
         continuing waiver. A party may exercise its various Rights and Remedies
         at such time or times and in such order of preference as it in its sole
         discretion may determine. In no event will either party be liable to
         the other for special, incidental, or consequential damages, including
         but not limited to lost profits, even if advised in advance of the
         possibility of the


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         same, or for punitive or exemplary damages, provided that such
         exclusions shall not apply to the indemnification against an award of
         such damages pursuant to a third party claim.

5.3      This Agreement (including the Program Guidelines and all exhibits and
         schedules hereto), together with (i) the Security Documents and (ii)
         the Loan Origination Agreement, of even date herewith, between TERI and
         the LENDER ((i) and (ii) together, the "Ancillary Agreements"),
         represents the entire understanding of the parties with respect to the
         subject matter hereof. This Agreement, together with any
         contemporaneous contract concerning credit analysis and the Ancillary
         Agreements, supersedes all prior communications whatsoever between the
         parties relative in any way to Loans or the LENDER's participation in
         the Program. This Agreement may be modified only by written agreement
         of the parties hereto, except as may otherwise be set forth herein.

5.4      Any determination that any provision of this Agreement is invalid,
         illegal, or unenforceable in any respect shall not affect the validity,
         legality, or enforceability of such provision in any other instance and
         shall not affect the validity, legality, or enforceability of any other
         provision of this Agreement.

5.5      Each of the parties will timely implement, if it has not already, and
         will maintain, a reasonable disaster recovery plan. Subject to the
         foregoing, no party hereto shall be responsible for, or in breach of
         this Agreement if it is unable to perform as a result of delays or
         failures due to any cause beyond its control, howsoever arising, and
         not due to its own act or negligence and that cannot be overcome by the
         exercise of due diligence. Such causes shall include, but not be
         limited to, labor disturbances, riots, fires, earthquakes, floods,
         storms, lightning, epidemics, wars, hostilities, terrorist acts, civil
         disorder, expropriation or confiscation of property, failure or delay
         by carriers, interference by civil and military authorities whether by
         legal proceeding or in fact and whether purporting to act under some
         constitution, decree, law or otherwise, acts of God and perils of the
         sea.

5.6      This Agreement shall be governed by and construed in accordance with
         the laws of the Commonwealth of Massachusetts, without regard to the
         conflict of laws provisions thereof.

5.7      This Agreement will be binding on the parties' respective successors
         and assigns. Except as otherwise set forth in this Section 5.7, this
         Agreement may not be assigned by either party without the other's
         written consent.

         a.       The LENDER may, without TERI's consent, assign any Loan,
                  together with the provisions hereof as applicable to such
                  Loan, to another entity participating in the Program, or to an
                  SPE formed by the LENDER, in each case upon written notice to
                  TERI.



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         b.       TERI specifically acknowledges that FMC or an SPE sponsored by
                  FMC is expected to purchase some or all of the Loans, and this
                  Agreement shall inure to the benefit of FMC or any such SPE
                  upon such purchase. No notice of such purchase or consent to
                  the assignment of the LENDER's rights under this Agreement in
                  connection with a purchase of some or all of the Loans by FMC
                  or any SPE sponsored by FMC shall be necessary.

         c.       In assigning any Loan and its rights under this Agreement
                  relating to such Loan in accordance with Section 5.7(a), (i)
                  the LENDER's written notice to TERI must be made within thirty
                  (30) days after said assignment and must identify each Loan to
                  which such assignment relates, and (ii) TERI will fully
                  cooperate with any Securitization Transaction or other sale of
                  a portfolio of Loans, provided it is given thirty (30) days
                  advance written notice of the date that information or
                  documents are required of it and provided that its reasonable
                  legal fees and other expenses incurred in connection with such
                  transaction are reimbursed by the seller of such Loans.

         d.       Except for any assignment hereunder to FMC or any SPE
                  sponsored by FMC in connection with a purchase of Loans as
                  described in subsection b. above, no assignment of Loans or
                  the LENDER's rights hereunder without TERI's express written
                  consent shall release the LENDER from any liability to TERI
                  under this Agreement arising out of the LENDER's ownership of
                  such Loans (whether arising prior to, as a result of or after
                  the sale of such Loans by the LENDER) including, without
                  limitation, the LENDER's obligation to pay any unpaid Guaranty
                  Fees and to repurchase Loans pursuant to Section 3.4.

         e.       The Lender acknowledges that TERI has outsourced or
                  subcontracted some or all of its administrative functions,
                  including but not limited to the processing of guarantee
                  claims, to First Marblehead Education Resources, Inc. In
                  addition, the Lender acknowledges that TERI has subcontracted
                  and may hereafter subcontract any administrative obligations
                  necessary or convenient to TERI to perform its obligations
                  hereunder, and that such subcontracts do not and shall not
                  require the consent of the LENDER. Such outsourcing or
                  subcontracting shall not relieve TERI of its obligations under
                  this Agreement.

5.8      Notice for any purpose hereunder may be given by any means requiring
         receipt signature, or by facsimile transmission confirmed by first
         class mail. In the case of TERI, notices should be sent to its
         President, and if by fax, to (617) 451-9425. In the case of the LENDER,
         notices should be sent to its , and if by fax, to . Either party may
         from time to time change the person, address or fax number for notice
         purposes by formal notice to the other party.

5.9      [For the [PROGRAM NAME], TERI has established a system of risk-based
         pricing based on tiered guaranty fees and/or tiered interest rates that
         correspond to the actual risk of lending to borrowers with lesser
         creditworthiness ("Risk-Based




                                       11
<PAGE>

         Pricing") The Risk-Based Pricing system is set forth in the Program
         Guidelines attached hereto. TERI bases Risk-Based Pricing upon the
         projected net cost of defaults, which TERI believes provides business
         justification for the pricing levels set forth in the Risk-Based
         Pricing it has offered to LENDER. Any representation or warranty of
         compliance with federal or state law made by TERI in this Guaranty
         Agreement, or the Loan Origination Agreement between the parties of
         same date, that may relate to Risk-Based Pricing does not extend beyond
         the pricing actually included in the Program Guidelines attached
         hereto.]

SECTION 6: CHANGES TO PROGRAM GUIDELINES

The parties agree that the Program Guidelines will need to be updated and
modified from time to time to respond to changed conditions. The parties intend
to make such modifications in a manner that does not interfere with the ordinary
advertising and origination cycle for education loans. Amendments necessary to
meet state or federal regulatory requirements may be made at any time. With
respect to all other changes, the parties shall exchange requests for
modification of the Program Guidelines, including without limitation any
requested changes to the provisions of the Program Guidelines concerning the
Guaranty Fees, in the first part of the first calendar quarter of each year.
Each party shall respond in writing to proposals from the other within thirty
(30) days, and both parties will attempt to resolve any differences within
thirty (30) days after receiving a response to a request. All modifications must
be mutually acceptable. Any modifications approved by the parties and not
requiring system adjustments by the LENDER's loan servicer shall take effect
within thirty (30) days after approval. Modifications requiring system
adjustments by the LENDER's loan servicer shall take effect as soon after
approval as such servicer shall be able to adjust its systems to accept loans
made on the modified terms, and the LENDER agrees to take such actions as are
reasonably necessary to ensure that such servicer adjusts its systems as
promptly as practicable. The parties shall use their best efforts to conclude
all negotiations of proposed changes prior to May 1 of each year. The foregoing
process shall not apply to modification of the Servicing Guidelines, which are
subject to the modification process contained therein.

SECTION 7: TERM AND TERMINATION

7.1      The initial term of this Agreement shall commence on[______], and shall
         continue until the first anniversary of such date. Thereafter, this
         Agreement shall automatically renew for successive one-year terms
         unless either party provides written notice of non-renewal and
         termination not less than ninety (90) days prior to the end of the
         then-current term.

7.2      In the event that the parties are unable to agree on a proposed
         modification to the Program Guidelines as provided in Section 6, above,
         the party proposing the modification shall have the option of
         terminating this Agreement effective immediately upon written notice of
         termination to the other party, provided that the party desiring to
         exercise this option to terminate does so within thirty (30)




                                       12
<PAGE>

         days of the end of the thirty (30) day period provided in Section 6 for
         the resolution of any differences.

7.3      To the extent permitted by applicable law, if either party should
         become subject to bankruptcy, receivership, or other proceedings
         affecting the rights of its creditors generally, the party becoming
         subject to such proceedings will promptly notify the other party
         thereof, and this Agreement will be deemed terminated immediately upon
         the initiation of such proceedings without the need of notice to the
         other party.

7.4      Termination shall be prospective only and shall not affect the
         obligations of the parties hereto which were incurred prior to such
         termination or any of the warranties and indemnities contained herein
         or the provisions of Section 8 below (regarding confidentiality). Not
         less than thirty (30) days prior to the effective date of termination,
         TERI may, by additional notice to the Lender, terminate its obligation
         to assume the guaranty of all or any subset of otherwise qualifying
         Loans as to which a commitment to lend is made after the Lender's
         receipt of such additional notice. In the absence of such additional
         notice TERI will, subject to the terms and conditions of this
         Agreement, assume the guaranty of all Loans as to which a commitment to
         lend is made prior to the effective date of termination. In the event
         this Agreement terminates or expires and only one disbursement of a
         multi-disbursement loan has been made prior to that date, the other
         disbursement will also be guaranteed pursuant to the terms of this
         Agreement.

SECTION 8: CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

8.1      During the course of negotiating this Agreement and hereafter during
         the pendency of this Agreement, the parties from time to time may have
         revealed or may hereafter reveal to each other certain information
         concerning their respective business plans, business methods, financial
         data and projections, and/or information that is not generally known in
         the student loan industry, including, without limitation, the terms and
         conditions of this Agreement. All the foregoing is referred to herein
         as "Confidential Information." In TERI's case, its Confidential
         Information also includes, but is not limited to, information
         concerning the operation of its telephone and on-line loan applications
         procedures, and its online credit scoring system. Each party will use
         reasonable efforts to preserve the confidentiality of Confidential
         Information contained herein or disclosed to it by the other party,
         such efforts to be not less vigilant than those that such party uses to
         protect its own proprietary information. The foregoing is subject to
         the following qualifications:

         a.       No party will be so bound with respect to information that is
                  or becomes public knowledge in the student loan industry (but
                  if it does so through any fault of such party that fault will
                  be considered a material breach of this Agreement);



                                       13
<PAGE>

         b.       No party will be so bound with respect to information that is
                  now or hereafter comes into its possession by its own
                  documented independent efforts or from a third party who, so
                  far as the recipient party has reason to believe, is under no
                  comparable restriction with respect to such information;

         c.       Either party may disclose Confidential Information to its
                  attorneys, auditors, agents, and consultants who are bound to
                  maintain the confidentiality of such information;

         d.       Either party may disclose Confidential Information in the
                  context of any regulatory review of its operations or as
                  compelled by law, regulation, or court order, provided that in
                  the context of a court order the party required to disclose
                  will (i) give the other party prompt written notice upon
                  learning of the requirement so that the other party may take
                  appropriate action to prevent or limit the disclosure, (ii)
                  consult with the other party and use all reasonable efforts to
                  agree on the nature, form, timing and content of the
                  disclosure, (iii) except as otherwise agreed under (ii),
                  disclose no more than its counsel advises is legally required,
                  and (iv) inform the Court and all counsel concerned that such
                  information is and should be treated as confidential
                  information of the other party; and

         e.       Information concerning Loans and Borrowers that comes into
                  TERI's possession shall not be considered Confidential
                  Information of the Lender.

         f.       Without limiting the foregoing, TERI may disclose any of the
                  LENDER's Confidential Information to any entity to which TERI
                  subcontracts its obligations under this Agreement pursuant to
                  Section 5.7(e) hereof.

8.2      In accordance with the provisions of Title V of the Gramm-Leach-Bliley
         Act (the "GLB Act") and Federal Reserve Board Regulation P ("Regulation
         P"), TERI agrees, as a financial institution subject to Regulation P,
         to respect and protect the security and confidentiality of any
         "nonpublic personal information" (as defined in the GLB Act and
         Regulation P) relating to applicants for Loans and to Borrowers,
         including, where applicable, the restrictions on the re-use and
         disclosure of such information set forth in the GLB Act and Regulation
         P.

8.3      Without limiting the foregoing, TERI may retain as its own property and
         use for any lawful purpose any or all aggregated or de-identified data
         concerning Loan applicants and Borrowers, which does not include the
         name, address or social security number of the Loan applicants or
         Borrowers. TERI may sell, assign, transfer or disclose such information
         to third parties including, without limitation, FMC, who may also use
         such information for any lawful purpose.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       14
<PAGE>




         IN WITNESS WHEREOF, TERI and the LENDER have caused this Agreement to
be executed by their duly authorized officers under seal as of the day and year
indicated above.

THE EDUCATION RESOURCES                    NAME OF BANK
INSTITUTE, INC.

By:_________________________________       By:_________________________________
Print Name:_________________________       Print Name:_________________________
Title:______________________________       Title:______________________________





                                       15
<PAGE>



                                TABLE OF EXHIBITS

Exhibit A - Program Guidelines for [NAME OF PROGRAM]

Exhibit B - Servicer Data Requirements

Schedule 3.3 - Guaranty Fee Amounts





                                       16
<PAGE>



                                    EXHIBIT B
                           SERVICER DATA REQUIREMENTS

         For Loans Serviced at the Pennsylvania Higher Education Assistance
         Agency: Reports MR-50 and MR-53 or reports containing at least the
         following information:

1.       DATA TO BE PROVIDED ON A MONTHLY BASIS AT MONTH END.
2.       DATA IS AT THE LOAN RECORD LEVEL. IN OTHER WORDS, A BORROWER WITH MORE
         THAN ONE LOAN HAS MORE THAN ONE ENTRY
3.       DATA TO BE PROVIDED EITHER ON TAPE, CD-ROM OR BY ELECTRONIC MEANS

<TABLE>
<CAPTION>

       FIELD NAME                       FIELD DESCRIPTION                           FORMAT             LENGTH / SPECIAL FORMAT
<S>                              <C>                                           <C>                         <C>
        BOR_SSN                  Borrower Social Security Number                    Number                        9
         BOR_LN                         Borrower Last Name                           Text                         25
         BOR_FN                        Borrower First Name                           Text                         15
         BOR_ST                    State Of Borrower Residence                       Text                         2
        SEQ_NUM                    Unique Loan Sequence Number                      Number                        15
        STU_SSN                   Student Social Security Number                    Number                        9
        COS_SSN                  Cosigner Social Security Number                    Number                        9
        LON_TYP                         Loan Program Type                            Text                         8
         B_SCR                        Borrower Credit Score                         Number                        3
         S_SCR                         Student Credit Score                         Number                        3
         C_SCR                       Co-Borrower Credit Score                       Number                        3
        PROG_TIR                Loan Program Tier (if applicable)                    Text                         3
        SCL_COD                      Original School DOE Code                        Text                         8
        SCL_TYP              Original School Type (4 yr., 5 yr, etc.)                Text                         50
         SCL_ST                     State Where School Located                       Text                         2
        LEND_COD                         Lender DOE Code                             Text                         8
        TERM_BEG                      Loan Period Start Date                         Date                  10 (mm/dd/yyyy)
        TERM_END                       Loan Period End Date                          Date                  10 (mm/dd/yyyy)
        INT_RATE                      Current Interest Rate                    Number (Percent)               6 (99.999)
        NOTE_DAT                     Date of Promissory Note                         Date                  10 (mm/dd/yyyy)
        DISB_AMT                      Total Amount Disbursed                        Number                  9 (999999.99)
        ORIG_PRI                    Original Principal Amount                       Number                  9 (999999.99)
        GFE_DISP               Total Guarantee Fee at Disbursemnet             Number (Percent)               6 (99.999)
        GFE_DISD               Total Guarantee Fee at Disbursemnet                  Number                  9 (999999.99)
        GFE_REPP                 Total Guarantee Fee at Repayment              Number (Percent)               6 (99.999)
        GFE_REPD                 Total Guarantee Fee at Repayment                   Number                  9 (999999.99)
        GFEE_LOL                Total Guarantee Fee - Life of Loan             Number (Percent)               6 (99.999)
        GFEE_PAY           Life of Loan Guarantee Fee Payment Frequency              Text                    W = Weekly
                                                                                                             Q = Quarterly
                                                                                                             A = Annually
        CURR_PRI               Current Outstanding Principal Amount                 Number                  9 (999999.99)
        CURR_INT               Current Outstanding Interest Amount                  Number                  9 (999999.99)
</TABLE>


                                       17
<PAGE>

<TABLE>
<CAPTION>

<S>                              <C>                                           <C>                         <C>
        CAP_AMT                    Total Amount Capped Interest                     Number                  9 (999999.99)
        FULL_DIS                 Fully Disbursed Indicator (Y/N)                     Text                         1
        DISB1_DT                    Date of First Disbursement                       Date                  10 (mm/dd/yyyy)
        DISB1_AM                   Amount of First Disbursement                     Number                  9 (999999.99)
        LAST_DIS                    Date of Last Disbursement                        Date                  10 (mm/dd/yyyy)
        LAST_AM                    Amount of Last Disbursement                      Number                  9 (999999.99)
        CURR_OWN                 Current Owner of Loan (DOE Code)                    Text                         8
        REPAY_ST                       Repayment Start Date                          Date                  10 (mm/dd/yyyy)
        EXP_POFF                       Expected Payoff Date                          Date                  10 (mm/dd/yyyy)
        INI_TERM                 Initial Disclosed Repayment Term                   Number                        3
        REM_TERM                     Remaining Repayment Term                       Number                        3
        LAST_ENR                    Last Known Enrollment Date                       Date                  10 (mm/dd/yyyy)
        GRAD_DAT                        Expected Grad Date                           Date                  10 (mm/dd/yyyy)
        GRAC_ST                      Grace Period Start Date                         Date                  10 (mm/dd/yyyy)
        GRAC_END                      Grace Period End Date                          Date                  10 (mm/dd/yyyy)
         DEF_ST                        Deferment Start Date                          Date                  10 (mm/dd/yyyy)
        DEF_END                         Deferment End Date                           Date                  10 (mm/dd/yyyy)
        DEF_TYP                           Deferment Type                             Text                  10 (mm/dd/yyyy)
         FOR_ST                       Forbearance Start Date                         Date                  10 (mm/dd/yyyy)
        FOR_END                        Forbearance End Date                          Date                  10 (mm/dd/yyyy)
        FOR_TYP                          Forbearance Type                            Text                         50
        SCH_PMT                  Amount of Next Scheduled Payment                   Number                  9 (999999.99)
        LAST_PRI                    Last Principal Payment Amt                      Number                  9 (999999.99)
        LAST_INT                    Last Interest Payment Amt                       Number                  9 (999999.99)
        LAST_DAT                        Last Payment Date                            Date                  10 (mm/dd/yyyy)
        ZERO_IND                       Zero Balance Reason                           Text                         50
       DAYS_DELQ                Number of Days Account Delinquent                   Number                        3
        DELQ_AMT                      Amount of Delinquency                         Number                  9 (999999.99)
        PRE_CL_A                   Pre-Claims Placement Amount                      Number                  9 (999999.99)
        PRE_CL_D                    Pre-Claims Placement Date                        Date                  10 (mm/dd/yyyy)
        CLM_AMT                       Claim Placement Amount                        Number                  9 (999999.99)
         CLM_DT                        Claim Placement Date                          Date                  10 (mm/dd/yyyy)
        CLM_PAYD                        Claim Payment Date                           Date                  10 (mm/dd/yyyy)
        CLM_PAYA                       Claim Payment Amount                         Number                  9 (999999.99)
        CLM_REJD                        Claim Reject Date                            Date                  10 (mm/dd/yyyy)
        DELQ_30                 Number of Times Delinquent 30 Days                  Number                     3 (999)
        DELQ_60                 Number of Times Delinquent 60 Days                  Number                     3 (999)
        DELQ_90                 Number of Times Delinquent 90 Days                  Number                     3 (999)
        DELQ_120               Number of Times Delinquent 120 Days                  Number                     3 (999)
        DELQ_150               Number of Times Delinquent 150 Days                  Number                     3 (999)
        DELQ_180               Number of Times Delinquent 180 Days                  Number                     3 (999)
       SALE_PRIN             Amount of Principal Sold (if applicable)               Number                  9 (999999.99)
        SALE_INT             Amount of Interest Sold (if applicable)                Number                  9 (999999.99)
        SALE_DAT                Date of Loan Sale (if applicable)                    Date                  10 (mm/dd/yyyy)
</TABLE>


                                       18
<PAGE>

<TABLE>
<CAPTION>

<S>                              <C>                                           <C>                         <C>
        BOND_ISS               Purchaser Bond Issue (if applicable)                  Text                         8
        RPT_DATE                          Date Of Report                             Date                  10 (mm/dd/yyyy)
        ORIG_REF                   Originator Reference Number                       Text                         15
        GUAR_REF                    Guarantor Reference Number                       Text                         15
</TABLE>



                                       19