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                                                                   EXHIBIT 10.84
                          LEHMAN BROTHERS BANK, F.S.B.
                                 399 PARK AVENUE
                            NEW YORK, NEW YORK 10022

                                                           As of October 2, 2003

ACADEMIC MANAGEMENT SERVICES CORP.
One AMS Place
463 Swansea Mall Drive
Swansea, Massachusetts 02777
Attention: Rhonda Sayles

         RE: MASTER REPURCHASE AGREEMENT (TOGETHER WITH EXHIBITS THERETO, THE
         "MASTER REPURCHASE AGREEMENT") DATED AS OF AUGUST 7, 2003 BETWEEN
         LEHMAN BROTHERS BANK, F.S.B., AS BUYER ("LBB") AND ACADEMIC MANAGEMENT
         SERVICES CORP., AS SELLER ("AMS").

Ladies and Gentlemen:

         WHEREAS, AMS and LBB have entered into the Master Repurchase Agreement
captioned above, and AMS and LBB are negotiating a current draft of the Flow
Student Loan Purchase and Warranties Agreement (the "Flow Purchase Agreement")
by and between LBB, AMS, Fleet National Bank ("Fleet") and Bank One, National
Association ("Bank One"); and

WHEREAS, the parties wish to amend the Master Repurchase Agreement as set forth
below; and

WHEREAS, in consideration of LBB's agreement to extend the Repurchase Date and
increase the maximum Purchase Price under the Master Repurchase Agreement, AMS
has agreed to pay to LBB an amendment fee; and

NOW, THEREFORE, in consideration of the premises and agreements contained herein
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties hereto, the parties hereto hereby agree
as follows:

Terms used herein and not otherwise defined shall have the respective meanings
set forth in the Master Repurchase Agreement.

1.       Pursuant to Section 20 of the Master Repurchase Agreement, the
         definition of Repurchase Date set forth in Section 2 of the Master
         Repurchase Agreement is hereby amended by deleting the existing
         definition and replacing it with the following:

                  "Repurchase Date" means the date on which Seller is to
                  repurchase the Purchased Student Loans from Buyer which will
                  be the earlier of (a) the date of any withdrawal of the Sallie
                  Mae offer to purchase the Seller or the assets of the Seller,
                  (b) the date on which Seller makes any (i) payment on account
                  of, or set apart assets for, a sinking or other analogous fund
                  for the purchase, redemption,

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                  defeasance, retirement or other acquisition of any equity
                  interest of the Seller, whether now or hereafter outstanding,
                  (ii) makes any other distribution in respect of any of the
                  foregoing or to any shareholder or equity owner of the Seller,
                  either directly or indirectly, whether in cash or property or
                  in obligations of the Seller (other than as contemplated by
                  subclause (iii) immediately following) or (iii) makes any
                  payments on account of any debt to the Guarantor (other than
                  in reimbursement of amounts advanced by the Guarantor in
                  respect of subsequent disbursements on Federal Student Loans
                  that have been transferred to EFG-III, LP on which a first
                  disbursement was made on or before July 24, 2003 and for which
                  the subsequent disbursement was due and made by the Guarantor
                  after July 24, 2003), (c) the occurrence of an unwaived
                  default or event of default of Seller, its Affiliates, any
                  financing vehicles of the Seller, or the Guarantor under any
                  material agreement to which it is a party, (d) November 20,
                  2003, or (e) as otherwise determined by application of the
                  provisions of Sections 3, 5 or 13.

2.       Solely with respect to the Transaction to be entered into on October 2,
         2003 (and any roll of such Transaction into a new Transaction), Section
         2 of the Master Repurchase Agreement is hereby amended by deleting the
         existing definition of Purchase Price and replacing it with the
         following:

                  "Purchase Price" means the price at which the Purchased
                  Student Loans for such Transaction are transferred by Seller
                  to Buyer or its designee, provided that in no event shall the
                  Purchase Price be greater than the price at which the
                  Purchased Student Loans for such Transaction are transferred
                  by Seller to Buyer or its designee, which shall be equal the
                  sum of (a) 96% of the lesser of (x) the unpaid principal
                  balance (such balance to include, in the case of Federal
                  Student Loans, accrued interest that is not then payable but
                  is to be capitalized and added to principal) for such
                  Purchased Student Loans and (y) the Market Value of the
                  related Purchased Student Loans; plus (b) $4,500,000 (the
                  "Amendment Fee Portion").

3.       AMS and LBB hereby agree that with respect to the Amendment Fee Portion
         of the Purchase Price of the Transaction to be entered into on October
         2, 2003 (and any roll of such Transaction into a new Transaction), the
         Pricing Rate shall be 0%.

4.       Section 20 of the Master Repurchase Agreement is hereby amended by
         deleting the existing section and replacing it with the following:

                  Section 20. Terminability. The Repurchase Date shall be
                  November 20, 2003 unless the Buyer and Seller agree in writing
                  to extend it for a period of 30 days therefrom. This Agreement
                  shall terminate upon the payment of the Repurchase Price for
                  all Transactions outstanding on the Repurchase Date and any
                  other amounts due hereunder.

5.       Section 3(g) of the Master Repurchase Agreement is hereby amended by
         deleting the existing section and replacing it with the following:

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                  (g) With respect to all Transactions hereunder the aggregate
                  Purchase Price of all Purchased Student Loans at any one time
                  subject to then outstanding Transactions shall not exceed
                  $275,000,000.

6.       In connection with, and as a condition precedent to the effectiveness
         of this Letter Amendment, AMS agrees to pay LBB an amendment fee of
         $4,500,000. LBB and AMS agree that the Amendment Fee Portion of the
         Purchase Price for the Transaction entered into on October 2, 2003 is
         in payment of such amendment fee.

7.       LBB and AMS hereby agree that, if the currently proposed sale of AMS to
         Sallie Mae (the "AMS Sale Transaction") does not occur, is cancelled,
         falls through, or otherwise will not be consummated by the November 20,
         2003 or such later date acceptable to LBB, LBB shall purchase student
         loans from AMS in accordance with the Flow Purchase Agreement. AMS
         shall immediately notify LBB if the AMS Sale Transaction is cancelled,
         otherwise falls through, or otherwise is not consummated in the time
         frame originally contemplated.

8.       Notwithstanding anything set forth in Section 3(f), AMS agrees that
         upon the sale of any Purchased Student Loans, the purchase proceeds
         with respect to such sale shall be paid to LBB to be applied against
         the Repurchase Price with respect to all outstanding Transactions.

9.       If LBB purchases the Purchased Student Loans pursuant to paragraph 7
         above, LBB shall have the right to set off the related purchase price
         under the Flow Purchase Agreement against any amounts payable by the
         Seller (regardless of when due) under the Master Repurchase Agreement.

10.      If LBB purchases Student Loans pursuant to paragraph 7, on the date the
         final Final Settlement Amount (as defined in the Flow Purchase
         Agreement) with respect to such Purchased Student Loans (as defined in
         the Flow Purchase Agreement) is paid by LBB pursuant to the terms of
         the Flow Purchase Agreement, LBB shall reimburse to AMS an amount equal
         to the lesser of (a) $4,500,000 and (b) the sum of (i) $1,500,000 and
         (ii) the product of 1% and the Principal Amount (as defined in the Flow
         Purchase Agreement) of Purchased Student Loans (as defined in the Flow
         Purchase Agreement), if any; provided, that LBB shall have the right to
         set off such amount against any amounts payable by the Seller
         (regardless of when due) under the Master Repurchase Agreement.

11.      AMS and LBB agree to use their best efforts to finalize and execute the
         Flow Purchase Agreement in form and substance substantially similar to
         the current draft within 15 days of the date hereof. AMS agrees that it
         shall use its best efforts to cooperate with LBB in causing the
         conditions precedent under the Flow Purchase Agreement (other than the
         condition precedent that the AMS Sale Transaction shall not have been
         completed by November 20, 2003 or such later date acceptable to LBB) to
         be satisfied, including immediately using commercially reasonable
         efforts to cause Sallie Mae to enter into a servicing agreement with
         LBB for the servicing of such Student Loans.

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12.      AMS represents and warrants as follows: (a) AMS is a corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Delaware, (b) the chief executive office and primary place of
         business of AMS is located at One AMS Place, 463 Swansea Mall Drive,
         Swansea, Massachusetts 02777, (c) (i) the execution, delivery and
         performance by it of this Letter Amendment, and (ii) the performance by
         it of the Master Repurchase Agreement, are within its powers, have been
         duly authorized by all necessary action, and do not contravene (i) its
         organization documents or (ii) any law or any contractual restriction
         binding on or affecting it; (d) no authorization or approval or other
         action by, and no notice to or filing with, any governmental authority
         or regulatory body is required for (i) the due execution, delivery and
         performance by it of the this Letter Amendment, or (ii) the performance
         by it of its obligations pursuant to the Master Repurchase Agreement;
         (e) the Master Repurchase Agreement and this Letter Amendment
         constitute the legal, valid and binding obligation of AMS enforceable
         against AMS in accordance with its terms, except as limited by
         bankruptcy, insolvency, or other laws of general application relating
         to the enforcement of creditors' rights and general principles of
         equity; (f) AMS confirms that each of the representations and
         warranties made by Seller pursuant to the Master Repurchase Agreement
         are true and correct with respect to AMS as of the date hereof (except
         for such representations and warranties that by their terms expressly
         relate to an earlier date), (g) there is no pending or, to the
         knowledge of AMS, threatened action or proceeding affecting AMS before
         any governmental agency or arbitrator which may materially adversely
         affect the ability of AMS to perform its obligations pursuant to the
         Master Repurchase Agreement or this Letter Amendment; and (h) as of the
         date hereof no default or event of default has occurred and is
         continuing pursuant to the Master Repurchase Agreement.

13.      This Letter Agreement constitutes an amendment to the Master Repurchase
         Agreement, and, except as expressly amended and modified by this
         Amendment, the Master Repurchase Agreement shall continue to be, and
         shall remain, in full force and effect in accordance with its terms.
         This Letter Amendment may not be amended or modified except in writing
         and shall be governed by and construed in accordance with the laws of
         the State of New York, without regard to principles of conflicts of
         laws. The invalidity or unenforceability of any provisions of this
         Letter Amendment shall not affect the validity or enforceability of any
         other provision of this Letter Amendment, which shall remain in full
         force and effect. This Letter Amendment may be executed in one or more
         counterparts, together which shall constitute one and the same
         instrument.

                                                 Very Truly Yours,

                                                 LEHMAN BROTHERS BANK, F.S.B.

                                                 By: ___________________________
                                                 Name:
                                                 Title:

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AGREED AND ACCEPTED:

ACADEMIC MANAGEMENT SERVICES CORP.

By:    ______________________________
Name:  Rhonda Sayles
Title: Vice President

                        [Guarantor Consent on next page]

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GUARANTOR CONSENT:

                                                           As of October 2, 2003

UICI, in its capacity as Guarantor pursuant to the Guaranty and Warranty
Agreement dated as of August 7, 2003 (the "Guaranty") hereby (i) confirms that
the Guaranty constitutes the legal, valid and binding obligation of the
Guarantor enforceable against the Guarantor in accordance with its terms, except
as limited by bankruptcy, insolvency, or other laws of general application
relating to the enforcement of creditors' rights and general principles of
equity; (ii) confirms that each of the representations and warranties made by it
pursuant to the Guaranty are true and correct with respect to it as of the date
hereof (except for such representations and warranties that by their terms
expressly relate to an earlier date), (iii) confirms that there is no pending
or, to the knowledge of UICI, threatened action or proceeding affecting the
Guarantor before any governmental agency or arbitrator which may materially
adversely affect the ability of the Guarantor to perform its obligations
pursuant to the Guaranty, and (iv) consents to the execution and delivery by AMS
of this Letter Amendment and affirms that its obligations pursuant to the
Guaranty shall remain in full force and effect on and after the date hereof.

UICI

By:    ______________________________
Name:  Greg Mutz
Title: Vice Chairman

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