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                                                                    Exhibit 10.9

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


     This Second Amended and Restated Credit Agreement (the "Agreement") is
entered into as of the 26/th/ day of March, 2002, by and between GRAD PARTNERS,
INC., a Delaware corporation ("Grad Partners"), STUDENT LOAN XPRESS, INC., a
Delaware corporation ("Xpress"), and FIFTH THIRD BANK, an Ohio banking
corporation ("Lender") (Grad Partners and Xpress are each referred to
hereinafter, from time to time, as a "Borrower" and collectively, from time to
time, as the "Borrowers").

     WHEREAS, Grad Partners and Lender are parties to a Credit Agreement dated
September 17, 2001 (the "Original Agreement");

     WHEREAS, Grad Partners and Lender are parties to a First Amended and
Restated Credit Agreement, amending and restating the Original Agreement, dated
January 7, 2002 (the "First Amended and Restated Agreement");

     WHEREAS, Grad Partners and Lender desire to amend and restate in its
entirety the First Amended and Restated Agreement to add Xpress as a party
thereto; and

     WHEREAS, Xpress desires to become a party to such amended and restated
agreement.

     NOW THEREFORE, the parties agree as follows:

     Section 1. Definitions. Certain capitalized terms have the meanings set
forth on any exhibit hereto or in the Security Agreement. All financial terms
used in this Agreement but not defined on the exhibits or in the Security
Agreement have the meanings given to them by generally accepted accounting
principles. All other undefined terms have the meanings given to them in the
Ohio Uniform Commercial Code. The following definitions are used herein:

          "Affiliate" has the meaning set forth in Section 5.9 hereof.

          "Available Credit" has the meaning set forth in Section 2.1 hereof.

          "Closing Date" means March 26, 2002.

          "Collateral" means the Grad Partners Collateral or the Xpress
Collateral, as appropriate.

          "Costs" has the meaning set forth in Section 4.8 hereof.

          "Default Rate" has the meaning set forth in Section 2.2(c) hereof.

          "Environmental Laws" has the meaning set forth in Section 3.11(d)
hereof.

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          "ERISA" has the meaning set forth in Section 3.13 hereof.

          "ERISA Affiliate" has the meaning set forth in Section 3.13 hereof.

          "Event of Default" has the meaning set forth in Section 6.1 hereof.

          "Grad Partners Collateral" means the Collateral, as such term is
defined in the Grad Partners Security Agreement.

          "Grad Partners Security Agreement" means the First Amended and
Restated Security Agreement of even date herewith by and among Lender, Grad
Partners and Fifth Third Bank as eligible lender trustee on behalf of Grad
Partners.

          "Guarantor" means Direct III Marketing, Inc., a Delaware corporation.

          "Guaranty" means that certain Amended and Restated Continuing Guaranty
Agreement, of even date herewith, by and between Direct III Marketing, Inc., a
Delaware corporation, and Fifth Third Bank, an Ohio banking corporation, for
itself and as agent for any affiliate of Fifth Third Bancorp.

          "Line of Credit" has the meaning set forth in Section 2.1 hereof.

          "Loan Documents" means this Agreement, the Notes, the Security
Agreement, the Guaranty, and every other document or agreement executed by any
party evidencing, guarantying or securing any of the Obligations; and "Loan
Document" means any one of the Loan Documents.

          "Loan and Security Agreement" means a Loan and Security Agreement in a
form acceptable to Lender between a Borrower and a LSA Debtor pursuant to which
the LSA Debtor has granted a security interest to the Borrower in certain
Student Loans originated by or on behalf of such LSA Debtor with funds provided
by such Borrower.

          "LSA Debtor" means a graduate school or other student loan originator
who has entered into a Loan and Security Agreement with one of the Borrowers.

          "Maturity Date" means, with respect to the Line of Credit and the
Revolving Notes, the first (1st) anniversary of the Closing Date; provided that
the Maturity Date shall automatically be extended for subsequent one-year
periods unless either of the Borrowers or Lender provides written notice of
their intention to terminate at least sixty (60) days prior to such Maturity
Date.

          "Note" or "Notes" has the meaning set forth in Section 2.1(c) hereof.

          "Obligation(s)" means all loans, advances, indebtedness, liabilities
and obligations of each respective Borrower owed to each of Lender and the
affiliates of Fifth Third Bancorp of every kind and description whether now
existing or hereafter arising including,

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without limitation, those owed by each respective Borrower to others and
acquired by Lender or any affiliate of Fifth Third Bancorp, by purchase,
assignment or otherwise, and whether direct or indirect, primary or as guarantor
or surety, absolute or contingent, liquidated or unliquidated, matured or
unmatured, whether or not secured by additional collateral, and including
without limitation all liabilities, obligations and indebtedness of such
Borrower arising under this Agreement, the applicable Note and the other Loan
Documents to which such Borrower is a party, all obligations to perform or
forbear from performing acts, all amounts represented by letters of credit now
or hereafter issued by Lender for the benefit of or at the request of each
respective Borrower, and all expenses and attorneys' fees incurred by Lender and
any affiliate of Fifth Third Bancorp under this Agreement or any other document
or instrument related to any of the foregoing.

          "Ohio Uniform Commercial Code" means the Uniform Commercial Code as in
effect in the state of Ohio on the date hereof.

          "Permitted Liens" has the meaning set forth in Section 3.9 hereof.

          "Reportable Event" has the meaning set forth in Section 3.13 hereof.

          "Revolving Commitment" has the meaning set forth in Section 2.1(a)
hereof.

          "Revolving Loans" has the meaning set forth in Section 2.1(a) hereof.

          "Revolving Note" or "Revolving Notes" has the meaning set forth in
Section 2.1(c) hereof.

          "Security Agreements" means the Grad Partners Security Agreement and
the Xpress Security Agreement.

          "Student Loans" shall mean loans made to or for the benefit of
eligible students to cover the cost of attending eligible post secondary
education institutions that are originated pursuant to the Federal Family
Education Loan Program authorized under the Higher Education Act of 1965, as
amended from time to time, or, subject to the prior written consent of the
Lender, authorized under a private consumer education loan program.

          "Termination Date" means with respect to the Line of Credit, the
earlier of (i) the Maturity Date and (ii) the date upon which the entire
outstanding balance under each Note shall become due pursuant to the provisions
hereof (whether as a result of acceleration by Lender or otherwise).

          "Unused Line of Credit Fee" has the meaning set forth in Section 2.4
hereof.

          "Xpress Collateral" means the Collateral, as such term is defined in
the Xpress Security Agreement.

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          "Xpress Security Agreement" means the Security Agreement of even date
herewith by and among Lender, Xpress and Fifth Third Bank as eligible lender
trustee on behalf of Xpress.

     Section 2.   Loans.

     2.1. Revolving Credit Loans. (a) Subject to the terms and conditions hereof
and in reliance upon the representations and warranties of each Borrower herein,
Lender hereby extends to the Borrowers a line of credit facility (the "Line of
Credit") pursuant to which Lender, provided no Event of Default has occurred,
shall make separate loans to either Borrower or both Borrowers on a revolving
basis upon such Borrower's request from time to time during the term of this
Agreement (the "Revolving Loans") in amounts not exceeding, in the aggregate,
Fifteen Million Dollars and no/100 ($15,000,000) (the "Revolving Commitment").
The available amount that each Borrower may borrow under the Line of Credit at
any one time shall not exceed $15,000,000, less all amounts then borrowed by and
outstanding with respect to both Borrowers under the Line of Credit (the
"Available Credit"). Lender may create and maintain reserves from time to time
based on such credit and collateral considerations as Lender may deem
appropriate. Each Borrower may borrow, prepay, in whole or in part, and reborrow
under the Line of Credit; provided that, in the event that the principal amount
of all Revolving Loans outstanding at any one time under the Line of Credit
shall exceed $15,000,000, or in the event that either Borrower has exceeded its
Available Credit, the Borrower whose borrowing caused such excess shall
immediately repay the amount of such excess to Lender in cash. In the event such
Borrower fails to pay such excess, Lender may, in its discretion, setoff such
amount against such Borrower's accounts at Lender.

          (b)  Each Borrower may request a Revolving Loan by written notice to
Lender, via facsimile transmission, electronic mail or otherwise, at any time
before 12:00 p.m. on the date that such Borrower shall request that such
Revolving Loan be advanced, which written request shall include a description of
the Student Loans to be funded with the Revolving Loan. Both Borrowers may
request Revolving Loans on the same day and each Borrower may request multiple
Revolving Loans on the same day, provided that Lender shall have no obligation
to fund a Revolving Loan until such time as the immediately preceding Revolving
Loan to the Borrower requesting the Revolving Loan has been repaid. Lender shall
make each Revolving Loan by crediting the amount thereof to the requesting
Borrower's account at Lender. The proceeds of the Line of Credit shall be used
(i) to fund Student Loans made directly by the requesting Borrower or (ii)
pursuant to a Loan and Security Agreement to fund Student Loans made by graduate
school institutions or Student Loan originators that have agreed to sell such
Student Loans to a Borrower or its Affiliates.

          (c)  Each Borrower shall execute and deliver to Lender a revolving
credit promissory note or a second amendment to its revolving credit promissory
note, as appropriate, dated as of the Closing Date, in substantially the forms
attached as Exhibit 2.1, as amended from time to time (each, either on its own
or, combined with the document it amends, as appropriate, a "Revolving Note" or
"Note" and, collectively, the "Notes"), in the maximum principal amount of the
Revolving Commitment and bearing interest at such rate, and payable upon such
terms, as specified in each Revolving Note.

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          (d)  The entire outstanding principal amount of each Revolving Loan
made under the Line of Credit shall be repaid by no later than 5:00 p.m. on the
same Business Day such Revolving Loan is made, or, if not repaid at such time,
shall bear interest as set forth in the applicable Note. In the event any
Revolving Loan is not repaid by 5:00 p.m. on the third Business Day after such
Revolving Loan is made, such principal amount and all accrued and unpaid
interest shall be immediately due and payable and the right of the Borrower who
requested such Revolving Loan to additional Revolving Loans under the Line of
Credit shall cease. Any further extension of any repayment date of any Revolving
Loan shall be agreed upon by Lender in writing in its sole discretion.

          (e)  The entire unpaid balance of the Line of Credit, plus all accrued
and unpaid interest, and any other charges, advances and fees, if any,
outstanding under the Revolving Loan shall be due and payable in full on the
Termination Date. Each Borrower may prepay its Note in whole or part at any
time.

     2.2  Time of Payment; Late Payments.

     (a)  Each Borrower agrees on behalf of itself that it shall make all
payments of principal, interest and all other Obligations no later than 5:00
p.m., Cincinnati time, on the Business Day such payments are due; any and all
amounts paid after such time shall be credited on the next Business Day.

     (b)  Each Borrower agrees on behalf of itself that, with regard to late
payments: (i) if such Borrower's Revolving Loan is past due, it shall pay to
Lender a late payment fee equal to five percent (5%) of any payment of principal
not paid when due (whether by maturity, acceleration or otherwise), and (ii) any
Obligation of such Borrower not paid when due (whether by maturity, acceleration
or otherwise) shall bear interest thereafter until paid at the Default Rate;
provided that this Section 2.2(b) shall not be deemed to constitute a waiver of
any Event of Default or an agreement by Lender to permit any late payments
whatsoever. Any Revolving Loan not repaid by 5:00 p.m. on the third Business Day
after such Revolving Loan is made shall be subject to the foregoing late payment
fee.

     (c)  "Default Rate" means six percent (6%) in excess of the interest rate
with respect to amounts outstanding under the applicable Note. In no event shall
the interest rate accruing under either Note be increased to be in excess of the
maximum interest rate permitted by applicable state or federal usury laws then
in effect.

     2.3  Prepayment. Each Borrower may prepay any portion of any of its
Revolving Loans in whole or in part at any time without premium or penalty. Any
prepayments in advance of any amortized payments shall be applied to reduce the
outstanding principal amount of such Loans in the inverse chronological order of
maturity. Notwithstanding the foregoing, in the event that a Borrower repays all
of the outstanding principal of the Revolving Loans applicable to such Borrower
prior to the maturity dates thereof with the proceeds of a loan from another
financial institution, such Borrower agrees to pay to Lender a prepayment
premium equal to two percent (2%) of the original principal amount of such
Borrower's Revolving Loans.

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     2.4  Unused Line of Credit Fee. So long as this Agreement is in effect,
Grad Partners shall pay to Lender an unused line of credit fee at an annual rate
equal to .05% of that portion of the Line of Credit that is not outstanding on
each day (the "Unused Line of Credit Fee"), which shall be payable on the first
(1st) day of each calendar quarter in arrears for the previous calendar quarter
with a final payment due on the termination of this Agreement. Any Revolving
Loan that is repaid by 5:00 p.m. on the same business day such Revolving Loan is
made shall not be deemed to be outstanding on such Business Day.

Section 3.   Representations And Warranties.

     Each Borrower hereby independently and severally, solely on behalf of
itself, warrants and represents to Lender the following:

     3.1  Organization and Qualification. Borrower is a duly organized, validly
existing corporation in good standing under the laws of the state in which it
was incorporated, has the power and authority (corporate and otherwise) to carry
on its business and to enter into and perform this Agreement, its Note and the
other Loan Documents to which it is a party, and is qualified and licensed to do
business in each jurisdiction in which such qualification or licensing is
required. All information provided to Lender with respect to Borrower and its
operations is true and correct, in all material respects.

     3.2. Due Authorization. The execution, delivery and performance by Borrower
of this Agreement, its Security Agreement, its Note and the other Loan Documents
to which it is a party have been duly authorized by all necessary corporate
action, and shall not contravene any law or any governmental rule or order
binding on Borrower, or the articles of incorporation or bylaws of Borrower, nor
violate any agreement or instrument by which Borrower is bound nor result in the
creation of a Lien on any assets of Borrower except the Lien granted to Lender
herein. Borrower has duly executed and delivered to Lender this Agreement, its
Security Agreement, its Note and the other Loan Documents to which it is a party
and they are valid and binding obligations of Borrower enforceable according to
their respective terms, except as limited by equitable principles and by
bankruptcy, insolvency or similar laws affecting the rights of creditors
generally. No notice to, or consent by, any governmental body is needed in
connection with this transaction.

     3.3. Litigation. There are no suits or proceedings pending or threatened
against or affecting Borrower, and no proceedings before any governmental body
are pending or threatened against Borrower.

     3.4  Margin Stock. No part of the Loans to such Borrower shall be used to
purchase or carry, or to reduce or retire or refinance any credit incurred to
purchase or carry, any margin stock (within the meaning of Regulations U and X
of the Board of Governors of the Federal Reserve System) or to extend credit to
others for the purpose of purchasing or carrying any margin stock. If requested
by Lender, Borrower shall furnish to Lender statements in conformity with the
requirements of Federal Reserve Form U-1.

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     3.5  Business. Borrower is not a party to or subject to any agreement or
restriction that may have a material adverse effect on Borrower's business,
properties or prospects.

     3.6  Licenses, etc. Borrower has obtained any and all licenses, permits,
franchises, governmental authorizations, patents, trademarks, copyrights or
other rights necessary for the ownership of its properties and the advantageous
conduct of its business. Borrower possesses adequate licenses, patents, patent
applications, copyrights, trademarks, trademark applications, and trade names to
continue to conduct its business as heretofore conducted by it, without any
conflict with the rights of any other person or entity. All of the foregoing are
in full force and effect and none of the foregoing are in known conflict with
the rights of others.

     3.7  Laws and Taxes. Borrower is in compliance with all laws, regulations,
rulings, orders, injunctions, decrees, conditions or other requirements
applicable to or imposed upon Borrower by any law or by any governmental
authority, court or agency. Borrower has filed all required tax returns and
reports that are now required to be filed by it in connection with any federal,
state and local tax, duty or charge levied, assessed or imposed upon Borrower or
its assets, including unemployment, social security, and real estate taxes.
Borrower has paid all taxes which are now due and payable. No taxing authority
has asserted or assessed any additional tax liabilities against Borrower which
are outstanding on the Closing Date, and Borrower has not filed for any
extension of time for the payment of any tax or the filing of any tax return or
report.

     3.8  Financial Condition. All financial information relating to Borrower
which has been or may hereafter be delivered by Borrower or on its behalf to
Lender is true and correct and has been prepared in accordance with generally
accepted accounting principles consistently applied. Borrower has no material
obligations or liabilities of any kind not disclosed in that financial
information, and there has been no material adverse change in the financial
condition of Borrower nor has Borrower suffered any damage, destruction or loss
which has adversely affected its business or assets since the submission of the
most recent financial information to Lender.

     3.9  Title. Borrower has good and marketable title to the assets reflected
on the most recent balance sheet submitted to Lender, free and clear from all
liens and encumbrances of any kind, except for (collectively, the "Permitted
Liens"): (a) current taxes and assessments not yet due and payable, (b) liens
and encumbrances, if any, reflected or noted on such balance sheet or notes
thereto, (c) assets disposed of in the ordinary course of business, (d) any
security interests, pledges, assignments or mortgages granted to Lender to
secure the repayment or performance of Borrower's Obligations, and (e) the
subordinate lien and security interest of Student Loan Marketing Association
("SLMA") granted by Xpress pursuant to that certain Exportss Agreement dated as
of March 1, 2002, between SLMA, Xpress and Fifth Third Bank as eligible lender
trustee for Xpress (the "SLMA Agreement") in certain Student Loans in which SLMA
has purchased a Participation Interest (as defined in the SLMA Agreement) and
related Collateral.

     3.10 Defaults. Borrower is in compliance with all material agreements
applicable to it and there does not now exist any default or violation by
Borrower of or under any of the terms, conditions or obligations of (a) its
Articles of Incorporation or Bylaws, or (b) any indenture,

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mortgage, deed of trust, franchise, permit, contract, agreement or other
instrument to which Borrower is a party or by which it is bound, and the
consummation of the transactions contemplated by this Agreement shall not result
in such default or violation.

     3.11 Environmental Laws. (a) Borrower has obtained all permits, licenses
and other authorizations or approvals which are required under Environmental
Laws and Borrower is in compliance in all material respects with all terms and
conditions of the required permits, licenses, authorizations and approvals, and
is also in compliance in all material respects with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in the Environmental Laws.

     (b)  Borrower is not aware of, and has not received notice of, any past,
present or future events, conditions, circumstances, activities, practices,
incidents, actions or plans which may interfere with or prevent compliance or
continued compliance, in any material respect, with Environmental Laws, or may
give rise to any material common law or legal liability, or otherwise form the
basis of any material claim, action, demand, suit, proceeding, hearing, study or
investigation, based on or related to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling or the emission,
discharge, release or threatened release into the environment, of any pollutant,
contaminant, chemical, or industrial, toxic or hazardous substance or waste.

     (c)  There is no civil, criminal or administrative action suit, demand,
claim, hearing, notice or demand letter, notice of violation, investigation or
proceeding pending or threatened against Borrower, relating in any way to
Environmental Laws.

     (d)  "Environmental Laws" means all federal, state, local and foreign laws
relating to pollution or protection of the environment, including laws relating
to emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial toxic or hazardous substances or wastes
into the environment (including without limitation ambient air, surface water,
ground water or land), or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or wastes, and any and all regulations, codes, plans, orders, decrees,
judgments, injunctions, notices or demand letters issued, entered promulgated or
approved thereunder.

     3.12 Subsidiaries and Partnerships. Borrower has no subsidiaries and is not
a party to any partnership agreement or joint venture agreement, except that
Grad Partners is the sole member of Education Funding Resources, LLC, a Delaware
limited liability company (formerly known as Grad Partners Premier, LLC).

     3.13 ERISA. Borrower and all individuals or entities that, along with
Borrower, would be treated as a single employer under ERISA or the Internal
Revenue Code of 1986, as amended (an "ERISA Affiliate"), are in compliance with
all of their obligations to contribute to any "employee benefit plan " as that
term is defined in Section 3(3) of ERISA. Borrower and each of its ERISA
Affiliates are in full compliance with ERISA, and there exists no event
described in Section 4043(b) thereof ("Reportable Event"). "ERISA" means the
federal Employee

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Retirement Income Security Act of 1974, and any regulations promulgated
thereunder from time to time, as amended or as may be replaced by a successor
statute.

Section 4.  Affirmative Covenants. Each Borrower independently and severally,
solely on behalf of itself, covenants with, and represents and warrants to
Lender that, from and after the Closing Date until such Borrower's Obligations
are paid and satisfied in full:

       4.1  Access to Business Information. Borrower shall maintain proper books
of account and records and enter therein complete and accurate entries and
records of all of its transactions in accordance with generally accepted
accounting principles and give representatives of Lender access thereto at all
reasonable times, including permission to: (a) examine, copy and make abstracts
from any such books and records and such other information which might be
helpful to Lender in evaluating the status of the Loans as it may reasonably
request from time to time, and (b) communicate directly with any of Borrower's
officers, employees, agents, accountants or other financial advisors with
respect to the business, financial conditions and other affairs of the Borrower.

       4.2  Inspection of Collateral. Borrower shall give Lender reasonable
access to its Collateral and the other property securing the Obligations
relating to such Borrower for the purpose of performing examinations thereof and
to verify its condition or existence.

       4.3  Financial Statements. Borrower shall maintain a standard and modern
system for accounting and shall furnish to Lender:

            (a)  Within ninety (90) days after the end of each quarter, a copy
of Borrower's consolidated financial statements for that month and for the year
to date in a form reasonably acceptable to Lender, prepared and certified as
complete and correct, subject to changes resulting from year-end adjustments, by
the principal financial officer of Borrower;

            (b)  Within ninety (90) days after the end of each fiscal year, a
copy of Borrower's consolidated financial statements for that year audited by a
firm of independent certified public accountants acceptable to Lender (which
acceptance shall not be unreasonably withheld), and accompanied by a standard
audit opinion of such accountants without qualification;

            (c)  All of the statements referred to in (a) and (b) above shall be
in conformance with generally accepted accounting principles;

            (d)  With the statements submitted under (a) and (b) above, a
certificate signed by the principal financial officer of Borrower, (i) stating
he is familiar with all documents relating to Lender and that no Event of
Default specified in this Agreement, nor any event which upon notice or lapse of
time, or both would constitute such an Event of Default, has occurred, or if any
such condition or event existed or exists, specifying it and describing what
action Borrower has taken or proposes to take with respect thereto, and (ii)
setting forth, in summary form, figures showing the financial status of Borrower
in respect of the financial restrictions contained in this Agreement;

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          (e)  Immediately upon any officer of Borrower obtaining knowledge of
any condition or event which constitutes or, after notice or lapse of time or
both, constitutes an Event of Default, a certificate of such person specifying
the nature and period of the existence thereof, and what action Borrower has
taken or is taking or proposes to take in respect thereof; and

          (f)  Upon request, copies of all federal, state and local income tax
returns and such other information as Lender may reasonably request.

     If at any time Borrower has any additional subsidiaries which have
financial statements that could be consolidated with those of Borrower under
generally accepted accounting principles, the financial statements required by
subsections (a) and (b) above shall be the financial statements of Borrower and
all such subsidiaries prepared on a consolidated and consolidating basis.

     4.4  Taxes. Borrower shall pay when due all taxes, assessments and other
governmental charges imposed upon it or its assets, franchises, business, income
or profits before any penalty or interest accrues thereon, and all claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which by law might be a lien or charge upon any of its
assets, provided that (unless any material item or property would be lost,
forfeited or materially damaged as a result thereof) no such charge or claim
need be paid if it is being diligently contested in good faith, if Lender is
notified in advance of such contest and if Borrower establishes an adequate
reserve or other appropriate provision required by generally accepted accounting
principles and deposits with Lender cash or bond in an amount acceptable to
Lender.

     4.5  Existence; Business. Borrower shall (a) maintain its existence as a
corporation, (b) continue to engage primarily in business of the same general
character as that now conducted, and (c) refrain from entering into any lines of
business substantially different from the business or activities in which
Borrower is presently engaged.

     4.6  Compliance with Laws. Borrower shall comply with all federal, state
and local laws, regulations and orders applicable to Borrower or its assets
including but not limited to all Environmental Laws, in all respects material to
Borrower's business, assets or prospects and shall immediately notify Lender of
any violation of any rule, regulation, statute, ordinance, order or law relating
to the public health or the environment and of any complaint or notifications
received by Borrower regarding to any environmental or safety and health rule,
regulation, statute, ordinance or law. Borrower shall obtain and maintain any
and all licenses, permits, franchises, governmental authorizations, patents,
trademarks, copyrights or other rights necessary for the ownership of its
properties and the advantageous conduct of its business and as may be required
from time to time by applicable law.

     4.7  Notice of Default. Borrower shall, within three (3) days of its
knowledge thereof, give written notice to Lender of: (a) the occurrence of any
event or the existence of any condition which would be, after notice or lapse of
applicable grace periods, an Event of Default, and (b) the occurrence of any
event or the existence of any condition which would prohibit or limit the

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ability of Borrower to reaffirm any of the representations or warranties, or to
perform any of the covenants, set forth in this Agreement.

     4.8  Costs. Borrower shall reimburse Lender for any and all fees, costs and
expenses including, without limitation, reasonable attorneys' fees, other
professionals' fees, expert fees, court costs, litigation and other expenses
(collectively, the "Costs") incurred or paid by Lender or any of its officers,
employees or agents and allocated or charged by Lender to such Borrower in its
reasonable judgment in connection with: (a) the preparation, negotiation,
procurement, review, administration or enforcement of the Agreement, Borrower's
Note, any other Loan Documents or any instrument, agreement, document, policy,
consent, waiver, subordination, release of lien, termination statement,
satisfaction of mortgage, financing statement or other lien search, recording or
filing related thereto (or any amendment, modification or extension to, or any
replacement or substitution for, any of the foregoing), whether or not any
particular portion of the transactions contemplated during such negotiations is
ultimately consummated, and (b) the defense, preservation and protection of
Lender's rights and remedies thereunder, including without limitation, its
security interest in its Collateral or any other property pledged to secure the
Loans, whether incurred in bankruptcy, insolvency, foreclosure or other
litigation or proceedings or otherwise. The Costs shall be due and payable upon
demand by Lender. If Borrower fails to pay its share of the Costs when due upon
such demand, Lender is entitled to disburse such sums as an advance to such
Borrower under the Line of Credit. Thereafter, the Costs shall bear interest
from the date incurred or disbursed at the highest rate set forth in the Note
for such Borrower. This provision shall survive the termination of this
Agreement and/or the repayment of any amounts due or the performance of any
Obligation.

     4.9  Depository/Banking Services. So long as this Agreement is in effect,
Lender shall be the principal depository in which substantially all of Grad
Partners' funds are deposited, and the principal bank of account of Grad
Partners, as long as this Agreement is in effect, and Grad Partners shall grant
Lender the first and last opportunity to provide any corporate banking services
required by Grad Partners and its Affiliates, including, without limitation,
payroll, cash management and employee benefit plan services.

     4.10 Other Amounts Deemed Loans. If Borrower fails to pay any tax,
assessment, governmental charge or levy or to maintain insurance within the time
permitted or required by this Agreement, or to discharge any Lien prohibited
hereby, or to comply with any other Obligation, Lender may, but shall not be
obligated to, pay, satisfy, discharge or bond the same for the account of such
Borrower, and to the extent permitted by law and at the option of Lender, all
monies so paid by Lender on behalf of such Borrower shall be deemed Revolving
Loans and Obligations of such Borrower.

     4.11 Further Assurances. Borrower shall execute, acknowledge and deliver,
or cause to be executed, acknowledged or delivered, any and all such further
assurances and other agreements or instruments, and take or cause to be taken
all such other action, as shall be reasonably necessary from time to time to
give full effect to the Loan Documents and the transactions contemplated
thereby.

                                       11

<PAGE>

Section 5.  Negative Covenants. Each Borrower independently and severally,
solely on behalf of itself, covenants with, and represents and warrants to,
Lender that, from and after the Closing Date until the Obligations of such
Borrower are paid and satisfied in full:

       5.1  Indebtedness. Borrower shall not incur, create, assume or permit to
exist any additional indebtedness for borrowed money (other than the Obligations
of Borrower) or indebtedness on account of deposits, advances or progress
payments under contracts, notes, bonds, debentures or similar obligations or
other indebtedness evidenced by notes, bonds, debentures, capitalized leases or
similar obligations.

       5.2  Prepayments. Borrower shall not voluntarily prepay any indebtedness
owing by Borrower prior to the stated maturity date thereof other than (i) the
Obligations of Borrower and (ii) indebtedness to trade creditors where the
prepayment shall result in a discount on the amount due.

       5.3  Leases. Borrower shall not enter into any lease of real or personal
property as the lessee, or become or remain liable in any way whether by
assignment, as guaranty or other surety, if the aggregate amount of all payments
due under such lease and all other leases of Borrower then in effect would
exceed $250,000 in any fiscal year.

       5.4  Capital Expenditures. Borrower shall not make or incur, in any
fiscal year, any expenditure for real estate, plant, machinery, equipment, or
other similar expenditure (including all renewals, improvements and replacements
thereto, and all obligations under any lease of any of the foregoing) that would
be capitalized on the balance sheet of Borrower in accordance with generally
acceptable accounting principles in excess of $250,000, in the aggregate for
such in fiscal year.

       5.5  Pledge or Encumbrance of Assets. Other than the Permitted Liens,
Borrower shall not create, incur, assume or permit to exist, arise or attach any
Lien in any present or future asset, except for Liens to Lender, Liens existing
on the Closing Date that have been disclosed to and approved by Lender, and
Liens imposed by law which secure amounts not at the time due and payable.
Borrower shall not create or permit, directly or indirectly, any prohibition or
restriction on the creation or existence of a Lien in favor of Lender upon the
assets of Borrower, nor create any contractual obligation which may restrict or
inhibit Lender's rights or abilities to sell or otherwise dispose of all or any
part of its Collateral after the occurrence of an Event of Default.

       5.6  Guarantees and Loans. Borrower shall not enter into any direct or
indirect guarantees other than by endorsement of checks for deposit or other
than in the ordinary course of business, nor make any advance or loan,
including, without limitation, loans and advances to employees of Borrower,
other than such advances or loans extended in the ordinary course of business as
presently conducted, which includes the advances to graduate school institutions
or other student loan originators for the initial disbursement of student loans.

       5.7  Capital Stock; Dividends. Borrower shall not, after the occurrence
of an Event of Default, issue any additional shares of its capital stock, nor
grant any warrants, options or other

                                       12

<PAGE>

rights to purchase such stock. Borrower shall not, after the occurrence of an
Event of Default, (a) declare or pay any dividend or distributions (except stock
dividends) on its capital stock, (b) make any payments of any kind to its
shareholders (including, without limitation, debt repayments, payments for goods
or services or otherwise, but excluding ordinary salary payments to shareholders
employed by Borrower) or (c) redeem any shares of its capital stock in any
fiscal year.

       5.8  Merger; Disposition of Assets. Borrower shall not (a) change its
capital structure, (b) merge or consolidate with any entity, (c) amend or change
its Articles of Incorporation or Bylaws or (d) sell, lease, transfer or
otherwise dispose of, or grant any person an option to acquire, or sell and
leaseback, all or any substantial portion of its assets, whether now owned or
hereafter acquired.

       5.9  Transactions with Affiliates. Borrower shall not (a) directly or
indirectly issue any guarantee for the benefit of any of its Affiliates, (b)
directly or indirectly make any loans or advances to, or investments in, any of
its Affiliates, (c) enter into any transaction with any of its Affiliates, other
than (y) transactions contemplated by the Loan Documents or (z) transactions
entered into in the ordinary course of business upon fair and commercially
reasonable terms determined by Lender to be no less favorable to Borrower than
could be obtained in a comparable arms-length transaction with an unaffiliated
person, or (d) divert (or permit anyone to divert) any of its business
opportunities to any Affiliate or any other corporate or business entity in
which Borrower or its shareholders holds a direct or indirect interest.
"Affiliate" means, as to Borrower, (a) any person or entity which, directly or
indirectly, is in control of, is controlled by or is under common control with,
Borrower, or (b) any person who is a director, officer or employee (i) of
Borrower or (ii) of any person described in the preceding clause (a).

       5.10 Investments. Borrower shall not purchase or hold beneficially any
stock, securities or evidences of indebtedness of, or make any investment or
acquire any interest in, or make any advance or loan to, or assume any liability
on behalf of, any other individual, partnership, company, association or other
business enterprise or entity other than short term investments of excess
working capital in one or more of the following: (a) investments (of one year or
less) in direct or guaranteed obligations of the United States, or any agencies
thereof; and (b) investments (of one year or less) in certificates of deposit of
banks or trust companies organized under the laws of the United States or any
jurisdiction thereof, provided that such banks or trust companies are insured by
the Federal Deposit Insurance Corporation and have capital in excess of
$25,000,000.

Section 6.  Events of Default and Remedies.

       6.1  Events of Default. The occurrence of any of the following events
shall be an Event of Default (each, an "Event of Default"):

       (a)  Any representation or warranty made by or on behalf of either
Borrower or the Guarantor herein, in any of the Loan Documents or in any other
statement, certificate or document delivered to Lender pursuant to any such Loan
Document, is incorrect in any material respect when made or reaffirmed; or

                                       13

<PAGE>

       (b)  Either Borrower defaults in the payment of any principal or interest
on any Obligation when due and payable, by acceleration or otherwise; or

       (c)  Either Borrower or the Guarantor fails to observe, comply with or
perform any other covenant, condition or agreement herein or in any of the other
Loan Documents and fails to cure such default within 30 days of the occurrence
thereof, provided that such 30-day grace period shall not apply to (i) a breach
of any covenant that, in Lender's good faith judgment, cannot be cured, (ii) any
failure to permit inspection by Lender, or its agent, of such Borrower's
Collateral or of the books and records of either Borrower in accordance with
Section 4.1 hereof or of the Guarantor, if applicable, (iii) any breach in any
negative covenant set forth in Section 5 hereof, or (iv) any breach of any
covenant that has already been breached; or

       (d)  A court enters a decree or order for relief with respect to either
Borrower or the Guarantor in an involuntary case under any applicable
bankruptcy, insolvency or other similar law then in effect, or appoints a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of either Borrower or the Guarantor for any substantial part
of its property, or orders the wind-up or liquidation of its affairs; or a
petition initiating an involuntary case under any such bankruptcy, insolvency or
similar law is filed and is pending for thirty (30) days without dismissal; or

       (e)  Either Borrower or the Guarantor commences a voluntary case under
any applicable bankruptcy, insolvency or other similar law in effect, or makes
any general assignment for the benefit of creditors, or fails generally to pay
its debts as such debts become due, or takes corporate action in furtherance of
any of the foregoing; or

       (f)  Either Borrower defaults under the terms of any indebtedness or
lease that, individually or in the aggregate, involves total payment obligations
of such Borrower in excess of $100,000 and such default gives any creditor or
lessor the right to accelerate the maturity of any such indebtedness or lease
payments, which right is not contested by such Borrower or is determined by any
court of competent jurisdiction to be valid; or

       (g)  Any judgment, order or decree for the payment of money in excess of
$100,000 is rendered against either Borrower and remains undischarged for 10
days during which time execution is not effectively stayed; or

       (h)  Any event occurs that may, in Lender's reasonable opinion, have a
material adverse effect upon either Borrower's Collateral or upon either
Borrower's financial condition, operations, assets or prospects, or on any other
property securing the repayment of the Obligations; or

       (i)  A change occurs in the ownership of either Borrower such that ten
percent (10%) of the outstanding common stock or, in the event that different
classes of stock exist with different voting powers, the outstanding voting
stock of such Borrower is no longer owned by those parties owning such stock on
the Closing Date; or

                                       14

<PAGE>

       (j)  An Event of Default occurs under any Loan Document, or any Guarantor
of any of the Obligations denies his obligation to guaranty any Obligations then
existing or attempts to limit or terminate his obligation to guaranty any future
Obligations, including future Revolving Loans; or

       (k)  The death or dissolution of either Borrower or any Guarantor; or

       (l)  The commencement of any foreclosure proceedings, proceedings in aid
of execution, attachment actions, levies against, or the filing by any taxing
authority of a Lien against any of the Collateral of either Borrower or any
property securing the repayment of any of the Obligations; or

       (m)  The loss, theft or substantial damage to the Collateral of either
Borrower or any property securing the repayment of the Obligations if the result
of such occurrence shall be, in Lender's reasonable judgment, the failure or
inability of either Borrower to continue substantially normal operation of its
business within thirty (30) days of the date of such occurrence; or

       (n)  Lender ceases to be either Grad Partners' (i) principal depository
bank in which substantially all of such Borrower's funds are deposited, or (ii)
principal bank of account; or

       (o)  (i) the validity or effectiveness of any of the Loan Documents or
its transfer, grant, pledge, mortgage, or assignment by the party executing such
Loan Document is impaired; (ii) any party executing any of the Loan Documents
asserts that any of such Loan Documents is not a legal, valid and binding
obligation of the party thereto enforceable in accordance with its terms; (iii)
the security interest or Lien purporting to be created by any of the Loan
Documents shall for any reason cease to be a valid, perfected Lien subject to no
other Liens other than Liens permitted by the terms of this Agreement; or (iv)
any Loan Document is amended, hypothecated, subordinated, terminated or
discharged, or any person is released from any of its covenants or obligations
under any of the Loan Documents except as permitted by Lender in writing; or

       (p)  A Reportable Event (as defined in ERISA) occurs with respect to any
employee benefit plan maintained by either Borrower or either Borrower's ERISA
Affiliate for its employees other than a Reportable Event caused solely by a
decrease in employment; or a trustee is appointed by a United States District
Court to administer any employee benefit plan; or the Pension Benefit Guaranty
Corporation institutes proceedings to terminate any of the employee benefit
plans of either Borrower or either Borrower's ERISA Affiliate; or

       (q)  other than Liens in favor of the Lender or either Borrower, the
filing of any Lien or charge against the Collateral of either Borrower or any
part thereof which is not removed to the satisfaction of Lender within a period
of 30 days thereafter.

       6.2  Remedies. If any Event of Default occurs with respect to either
Borrower or both Borrowers, both Borrowers shall be in default hereunder and
Lender may cease advancing money hereunder to either Borrower or to both
Borrowers hereunder and Lender may elect to exercise any one or more of the
following remedies against either Borrower or both Borrowers,

                                       15

<PAGE>

all without presentment, demand, protest or notice of any kind, as the same are
hereby expressly waived by each Borrower, unless otherwise required by
applicable law:

       (a)  declare all Obligations of such Borrower or the Borrowers to be
immediately due and payable, whereupon such Obligations shall immediately become
due and payable, or

       (b)  proceed to realize upon the Collateral of such Borrower or any
property securing the Obligations of such Borrower, including, without
limitation, causing all or any part of the Collateral of such Borrower to be
transferred or registered in its name or in the name of any other person, firm
or corporation, with or without designation of the capacity of such nominee, and
such Borrower shall be independently and severally liable (but not jointly
liable) for any deficiency for the repayment of such Borrower's Obligations
remaining after disposition of any Collateral of such Borrower and waives all
valuation and appraisement laws, or

       (c)  offset and apply to all or any part of the Obligations of such
Borrower all moneys, credits and other property of any nature whatsoever of such
Borrower now or at any time hereafter in the possession of, in transit to or
from, under the control or custody of, or on deposit with (whether held by such
Borrower individually or jointly with another party), Lender, including but not
limited to certificates of deposit, or

       (d)  exercise any and all rights and remedies provided by applicable law
and the Loan Documents.

       With respect to the remedies set forth in paragraphs (b) through (d)
above, Lender understands and agrees that it may use the Collateral of a
particular Borrower only to offset or extinguish or as security for the
Obligations of that particular Borrower.

       6.3  Default Rate. After the occurrence of an Event of Default, all
amounts of principal outstanding as of the date of the occurrence of such Event
of Default shall accrue interest at the Default Rate, in Lender's sole
discretion, without notice to either Borrower. This provision does not
constitute a waiver of any Event of Default or an agreement by Lender to permit
any late payments whatsoever.

       6.4  No Remedy Exclusive. No remedy set forth herein is exclusive of any
other available remedy or remedies, but each is cumulative and in addition to
every other remedy available under this Agreement, the Loan Documents or as may
be now or hereafter existing at law, in equity or by statute, and each may be
exercised together, separately and in any order. Each Borrower waives any
requirement of marshalling of assets that may be secured by any of the Loan
Documents.

       6.5  Effect of Termination. The termination of this Agreement shall not
affect any rights of either party or any obligation of either party to the
other, arising prior to the effective date of such termination, and the
provisions hereof shall continue to be fully operative until all transactions
entered into, rights created or Obligations incurred prior to such termination
have been fully disposed of, concluded or liquidated. The security interest,
lien and rights granted to Lender hereunder and under the Loan Documents shall
continue in full force and effect,

                                       16

<PAGE>

notwithstanding the termination of this Agreement or the fact that no Revolving
Loans are outstanding to one or both of the Borrowers, until all of the
Obligations have been paid in full.

       6.6  No Adequate Remedy at Law. Borrower recognizes that no remedy at law
shall provide adequate relief to Lender in the event that either Borrower shall
fail to pay, perform, observe or discharge any of its Obligations under this
Agreement, its Note or the other Loan Documents, and, accordingly, Lender and
each Borrower agree that Lender shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving that it has
incurred actual damages.

Section 7.  Conditions Precedent.

       7.1  Conditions to Initial Loans. Lender shall have no obligation to make
or advance the initial Revolving Loan until each of the following conditions
precedent shall have been satisfied:

       (a)  Each Borrower shall execute and deliver to Lender, in form and
substance satisfactory to Lender, each of the following:

            (i)    a Revolving Note executed by such Borrower in the form of
Exhibit 2.1 attached hereto.

            (ii)   a Certificate of Borrower in the form of Exhibit 7.1(a) and
all attachments thereto.

            (iii)  the Grad Partners Security Agreement or the Express Security
Agreement, as appropriate, in the form of Exhibit 1A or Exhibit 1B, as
appropriate, attached hereto.

            (iv)   All appropriate financing statements (Form UCC-1).

       (b)  Each Borrower shall also deliver to Lender, in form and substance
satisfactory to Lender in its sole discretion, each of the following:

            (i)    A favorable opinion of counsel to the Borrower, substantially
in the form of Exhibit 7.1(b)(i) attached hereto.

            (ii)   An executed Guaranty, in a form satisfactory to Lender.

            (iii)  A Certificate of Guarantor in the form of Exhibit 7.1(b)(iii)
and all attachments thereto.

            (iv)   UCC searches, tax lien and litigation searches, insurance
certificates, notices or other documents which Lender may require to reflect,
perfect or protect Lender's first priority lien in such Borrower's Collateral
and all other property pledged to secure the Obligations and to fully consummate
this transaction.

                                       17

<PAGE>

            (v)   All requisite releases of liens, termination statements and
satisfactions of mortgages necessary to release all liens and encumbrances
against such Borrower's Collateral and any other property pledged to secure the
Loans and all requisite waivers and subordination agreements, in a form
satisfactory to Lender, to be executed and delivered by each Borrower's
landlords, warehousemen and mortgagees that are necessary to grant Lender a
first priority security interest in such Borrower's Collateral.

            (vi)  Such additional information and materials as Lender may
reasonably request.

       (c)  Lender shall have completed to its reasonable satisfaction an audit
of the books and records of each Borrower, including such Borrower's Collateral.
It is understood, however, that any such audit by Lender shall in no respect
waive Lender's rights to pursue remedies upon an Event of Default.

       7.2  Conditions to Each Revolving Loan. Lender shall have no obligation
to advance additional Revolving Loans unless, as to each such loan, the
following statements shall be true and correct:

            (a)   Each of the representations and warranties contained herein
and in the Loan Documents shall be correct in all material respects, and each
shall be deemed to be reaffirmed as of the date of each such Revolving Loan;

            (b)   No event shall have occurred and be continuing, or would
result from such Revolving Loan, which constitutes an Event of Default, or would
constitute an Event of Default but for the requirement that notice be given or
lapse of time or both;

            (c)   The aggregate unpaid principal amount of the Revolving Loans
after giving effect to such Revolving Loan shall not violate the lending limits
set forth in Section 2.1 of this Agreement.

            The acceptance by each Borrower of the proceeds of each Revolving
Loan shall be deemed to constitute a representation and warranty by such
Borrower that the conditions in this Section 7.2 of the Agreement, other than
those that have been waived in writing by Lender, have been satisfied.

Section 8.  Miscellaneous Provisions.

       8.1  Miscellaneous. This Agreement, the exhibits and the other Loan
Documents are the complete agreement of the parties hereto and supersede all
previous understandings relating to the subject matter hereof. This Agreement
may be amended only in writing signed by the party against whom enforcement of
the amendment is sought. This Agreement may be executed in counterparts. If any
part of this Agreement is held invalid, illegal or unenforceable, the remainder
of this Agreement shall not in any way be affected. This Agreement is and is
intended to be a continuing agreement and shall remain in full force and effect
until the Loans are finally and irrevocably paid in full and the Line of Credit
is terminated.

                                       18

<PAGE>

     8.2  Waiver by Borrower. Each Borrower waives notice of non-payment,
demand, presentment, protest or notice of protest of any of such Borrower's
Collateral, and all other notices (except those notices specifically provided
for in this Agreement); consents to any renewals or extensions of time of
payment thereof. Each Borrower hereby waives all suretyship defenses, including
but not limited to, all defenses set forth in Section 3-605 of the Ohio Uniform
Commercial Code. Such waiver is entered to the full extent permitted by Section
3-605 (i) of the Ohio Uniform Commercial Code.

     8.3  Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the respective legal representatives, successors and assigns of the
parties hereto; however, neither Borrower may assign or transfer any of its
rights or delegate any of its Obligations under this Agreement or any of the
Loan Documents, by operation of law or otherwise. Lender (and any subsequent
assignee) may transfer and assign any of its rights or delegate any of its
duties under this Agreement or may transfer or assign partial interests or
participations in the Loans to other persons. Lender may disclose to all
prospective and actual assignees and participants all financial, business and
other information about each Borrower that Lender may possess at any time.

     8.4  Security. The Obligations are secured as provided herein, in this
Agreement, the Security Agreement, in the Loan Documents and in each other
document or agreement that by its terms secures the repayment or performance of
the Obligations.

     8.5  Survival. All representations, warranties, covenants and agreements
made by each Borrower herein and in the Loan Documents shall survive the
execution and delivery of this Agreement, the Loan Documents and the issuance of
the Note.

     8.6  Delay or Omission. No delay or omission on the part of Lender in
exercising any right, remedy or power arising from any Event of Default shall
impair any such right, remedy or power or any other right remedy or power or be
considered a waiver of any right, remedy or power or any Event of Default nor
shall the action or omission to act by Lender upon the occurrence of any Event
of Default impair any right, remedy or power arising as a result thereof or
affect any subsequent Event of Default of the same or different nature.

     8.7  Notices. Any notices under or pursuant to this Agreement shall be
deemed duly sent when delivered in hand or when mailed by registered or
certified mail, return receipt requested, addressed as follows:

                                       19

<PAGE>

          To Grad Partners:     Grad Partners, Inc.
                                Six East Fourth Street
                                Suite 300
                                Cincinnati, Ohio 45202
                                Attention: Michael Shaut, President

          To Xpress:            Student Loan Xpress, Inc.
                                12760 High Bluff Drive
                                Suite 210
                                San Diego, California 92130
                                Attention: Douglas L. Feist, Executive Vice
                                       President and Secretary

          To Lender:            Fifth Third Bank
                                38 Fountain Square Plaza
                                Cincinnati, Ohio 45263
                                Attention: Andrew Hauck

     Any party may change such address by sending written notice of the change
to the other parties hereto.

     8.8  No Partnership. Nothing contained herein or in any of the Loan
Documents is intended to create or shall be construed to create any partnership,
joint venture or other relationship between Lender and either Borrower or
between the Borrowers, other than as expressly set forth herein or therein and
shall not create any joint venture, partnership or other relationship.

     8.9  Indemnification. If after receipt of any payment of all or part of the
Obligations, Lender is for any reason compelled to surrender such payment to any
person or entity, because such payment is determined to be void or voidable as a
preference, impermissible setoff, or diversion of trust funds, or for any other
reason, this Agreement shall continue in full force and effect and the Borrower
to whom such Obligation relates shall be liable to, and shall indemnify, save
and hold Lender, its officers, directors, attorneys, and employees harmless of
and from the amount of such payment surrendered. The provisions of this Section
shall be and remain effective notwithstanding any contrary action which may have
been taken by Lender in reliance on such payment, and any such contrary action
so taken shall be without prejudice to Lender's rights under this Agreement and
shall be deemed to have been conditioned upon such payment becoming final,
indefeasible and irrevocable. In addition, each Borrower independently and
severally, solely on behalf of itself, shall indemnify, defend, save and hold
Lender, its officers, directors, attorneys, and employees harmless of, from and
against all claims, demands, liabilities, judgments, losses, damages, costs and
expenses, joint or several (including all accounting fees and attorneys' fees
reasonably incurred), that Lender or any such indemnified party may incur
relating to such Borrower arising out of this Agreement, any of the Loan
Documents or any act taken by Lender hereunder except for the willful misconduct
or gross negligence of such indemnified party. The provisions of this Section
shall survive the termination of this Agreement.


                                       20

<PAGE>

     8.10  Power of Attorney. Each Borrower hereby appoints and shall cause the
Guarantor to appoint Lender as its attorney-in-fact to endorse their names on
all instruments and other documents payable to either Borrower or Guarantor.
Lender shall be entitled, but not required, to perform any action or execute any
document required to be taken or executed by each Borrower or the Guarantor
under this Agreement and the other Loan Documents; provided that neither
Borrower nor the Guarantor shall be relieved of such obligation under this
Agreement and the other Loan Documents. The powers of attorney described in this
Section are coupled with an interest and are irrevocable.

     8.11  Governing Law; Jurisdiction. This Agreement, the Notes and the other
Loan Documents shall be governed by the domestic laws of the State of Ohio. Each
Borrower agrees that the state and federal courts in Hamilton County, Ohio, or
any other court in which Lender initiates proceedings have exclusive
jurisdiction over all matters arising out of the Loan Documents to which it is a
party, and that service of process in any such proceeding shall be effective if
mailed to the Borrower at the addresses described in the Notices section of this
Agreement. LENDER AND EACH BORROWER HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF
ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     8.12  Confession of Judgment. Each Borrower authorizes any attorney of
record to appear for it in any court of record in the State of Ohio, after an
Obligation of such Borrower becomes due and payable whether by its terms or upon
default, waives the issuance and service of process, releases all errors and
rights of appeal, and confesses a judgment against it in favor of the holder of
such Obligation, for the principal amount of such Obligation plus interest
thereon, together with court costs and attorneys' fees. Stay of execution and
all exemptions are hereby waived. If an Obligation is referred to an attorney
for collection, and the payment is obtained without the entry of a judgment, the
obligors shall pay to the holder of such Obligation its attorneys' fees. Each
Borrower waives any conflict of interest caused by an attorney that represents
Lender acting as attorney for such Borrower as set forth in this paragraph. Each
Borrower also agrees that the attorney acting for such Borrower as set forth in
this paragraph may be compensated by Lender for such services, and such Borrower
waives any conflict of interest caused by such compensation arrangement.

                            [Signature page follows]

                                       21

<PAGE>

     IN WITNESS WHEREOF, the Borrowers and Lender have executed this Agreement
by their respective duly authorized officers as of the date first above written.


     WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE.

                                        GRAD PARTNERS:

                                                GRAD PARTNERS, INC.

                                        By:    /s/ Perry D. Moore
                                               --------------------------------
                                        Title: Senior Vice President - Finance
                                               --------------------------------



                                        XPRESS:

                                                STUDENT LOAN XPRESS, INC.

                                        By:    /s/ Perry D. Moore
                                               --------------------------------
                                        Title: Senior Vice President - Finance
                                               --------------------------------



                                        LENDER:

                                                FIFTH THIRD BANK

                                        By:    /s/ A. Hauck
                                               --------------------------------
                                        Title: Senior Vice President
                                               --------------------------------

        (Signature Page for Second Amended and Restated Credit Agreement)

                                       22

<PAGE>

                                    Exhibit 1

                               Security Agreement

                                       23

<PAGE>

                                   Exhibit 2.1

                              Revolving Credit Note

                                       24

<PAGE>

                                 Exhibit 7.1(a)

                             Certificate of Borrower

                                       25

<PAGE>

                                Exhibit 7.1(b)(i)

                               Opinion of Counsel

                                       26

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                               Exhibit 7.1(b)(iii)

                            Certificate of Guarantor

                                       27