<PAGE>
                                                                   Exhibit 10.11

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

            FIRST AMENDMENT TO WAREHOUSE NOTE PURCHASE AND SECURITY
                                    AGREEMENT

                                      among

                                NHELP-III, INC.,
                                  as the Issuer

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                            as the successor Trustee

                                       and

                          DELAWARE FUNDING CORPORATION,
                               as a Note Purchaser

                                       and

                        THREE RIVERS FUNDING CORPORATION,
                               as a Note Purchaser

                                       and

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                      as DFC Agent and Administrative Agent

                                       and

                               MELLON BANK, N.A.,
                                 as TRFC Agent

                          Dated as of September 1, 2000

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  PAGE
<S>                                                                               <C>
                                       ARTICLE I

                           AMENDMENTS TO ORIGINAL AGREEMENT

Section 1.01.     Definitions...................................................   1
Section 1.02.     Additional Amendments.........................................   3
Section 1.03.     Amendment to Original Agreement...............................   4

                                      ARTICLE II

                                  GENERAL PROVISIONS

Section 2.01.     Date of Execution.............................................   4
Section 2.02.     Laws Governing................................................   4
Section 2.03.     Severability..................................................   4
Section 2.04.     Exhibits......................................................   5
Section 2.05.     Conditions Precedent to Amendment.............................   5

                                      ARTICLE III

APPLICABILITY OF ORIGINAL AGREEMENT.............................................   5
</TABLE>

<PAGE>


         THIS FIRST AMENDMENT TO WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT
(the "Amendment") is made as of September 1, 2000, among: NHELP-III, INC., a
corporation duly organized under the laws of the state of Nevada (the "Issuer");
DELAWARE FUNDING CORPORATION, a Delaware corporation ("DFC"); THREE RIVERS
FUNDING CORPORATION, a Delaware corporation ("TRFC"); MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, a New York banking corporation, as DFC Agent (in such
capacity, the "DFC Agent") and Administrative Agent (in such capacity, the
"Administrative Agent"); MELLON BANK, N.A., a national banking association, as
TRFC Agent (the "TRFC Agent") and WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association, as eligible lender and successor
trustee (the "Trustee").

                             PRELIMINARY STATEMENTS

         1.       The Issuer, DFC, TRFC, the DFC Agent, the TRFC Agent, and the
Trustee have previously entered into that certain Warehouse Note Purchase and
Security Agreement dated as of September 1, 1999, (the "Original Agreement").

         2.       Pursuant to Section 10.01 of the Original Agreement, the
Issuer, DFC, TRFC, the DFC Agent, the TRFC Agent and the Trustee may amend the
Original Agreement with the prior written consent of the Issuer, the Required
Note Purchasers, the Trustee and the Agents. As of this date, TRFC and DFC are
the Required Note Purchasers and the Agents have given their written consent to
the execution of this Amendment.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                        AMENDMENTS TO ORIGINAL AGREEMENT

         ADDITIONS ARE INDICATED BY UNDERLINING AND DELETIONS ARE INDICATED BY
BRACKETS THROUGHOUT THIS AMENDMENT.

         All words and phrases defined in Article I of the Original Agreement
shall have the same meaning in this Amendment, except as otherwise appears in
this Article.

         SECTION 1.01. DEFINITIONS. The definitions set forth below are amended
to provide as follows:

                  "Eligible Loan" means a Student Loan:

                  (a)      which was originated or acquired by the Issuer
         (either directly or through a Participation Agreement in the form
         attached hereto as Exhibit L) in the ordinary course of its business
         and was originated in the United States, its territories or
         possessions;

                  (b)      the payments under which constitute an account or
         general intangible as defined in the UCC as in effect in the
         jurisdiction that governs the perfection of the

                                       1

<PAGE>

         interests of the Issuer therein and the perfection of the Trustee's
         interest therein under this Agreement and which has only one set of
         original documentation;

                  (c)      of which the borrower is an Eligible Borrower
         attending an Eligible Institution;

                  (d)      if such Student Loan is a subsidized Stafford Loan,
         of which such Student Loan qualifies the holder thereof to receive
         Interest Subsidy Payments and Special Allowance Payments from the
         Department; if such Student Loan is a Consolidation Loan, of which such
         Student Loan qualifies the holder thereof to receive Interest Subsidy
         Payments and Special Allowance Payments from the Department to the
         extent applicable; and if such Student Loan is a PLUS/SLS or an
         unsubsidized Stafford Loan, of which such Student Loan qualifies the
         holder thereof to receive Special Allowance Payments from the
         Department to the extent applicable;

                  (e)      at the time of purchase with proceeds from a Note
         Purchase, which is not a Defaulted Student Loan and has not been
         tendered at any time to any Guarantor for payment;

                  (f)      that provides or, when the payment schedule with
         respect thereto is determined, will provide for payments on a periodic
         basis that will fully amortize the Principal Balance thereof by its
         maturity, as such maturity may be modified in accordance with
         applicable deferral and forbearance periods granted in accordance with
         applicable laws, including the Higher Education Act and any Guarantee
         Agreements, as applicable;

                  (g)      that is denominated and payable only in Dollars;

                  (h)      that together with the related Student Loan Note
         therefor represents the genuine, legal, valid and binding payment
         obligation of the related borrower, enforceable by or on behalf of the
         holder thereof against such borrower in accordance with its terms,
         subject to applicable bankruptcy, insolvency, reorganization,
         fraudulent conveyance and similar laws relating to creditors' rights
         generally and subject to general principles of equity; and that has not
         been satisfied, subordinated or rescinded and no right of rescission,
         setoff, counterclaim or defense has been asserted or, to the knowledge
         of the Issuer, overtly threatened in writing with respect to such
         Student Loan;

                  (i)      that (i) is the subject of a valid Guarantee
         Agreement with an eligible Guarantor, (ii) with respect to which the
         Issuer is not in default in any material respect in the performance of
         any covenants and agreements made in the applicable Guarantee
         Agreement, and (iii) with respect to which all amounts due and payable
         to the Department or a Guarantor, as the case may be, have been paid in
         full;

                  (j)      that (i) is the subject of a valid Servicing
         Agreement with an eligible Servicer, with respect to which the Issuer
         has executed and delivered a Custodian Agreement, (ii) with respect to
         which the Issuer is not in default in any material respect in the
         performance of any covenants and agreements made in the applicable
         Servicing

                                       2

<PAGE>

         Agreement, and (iii) with respect to which all amounts due and payable
         to the Servicer have been paid in full;

                  (k)      the payment terms of which have not been altered or
         amended except in accordance with the Higher Education Act;

                  (l)      if such Student Loan is a Proprietary Loan, the
         outstanding Principal Balance of which when added to the outstanding
         Principal Balance of all other Financed Loans that are Proprietary
         Loans does not exceed 20% of the aggregate outstanding Principal
         Balance of all Financed Loans;

                  (m)      if such Student Loan is a rehabilitated Consolidation
         Loan, the outstanding Principal Balance of which when added to the
         outstanding Principal Balance of all other Financed Loans that are
         rehabilitated Consolidation Loans does not exceed 3% of the aggregate
         outstanding Principal Balance of all Financed Loans; and

                  (n)      if such Student Loan is serviced by a Servicer for
         which the reporting of financial information concerning such Servicer
         to the Agents is not permitted under its Servicing Agreement, the
         outstanding Principal Balance of which when added to the aggregate
         outstanding Principal Balance of all other Financed Loans serviced by
         such Servicer or other Servicers for which the reporting of financial
         information to the Agents is not permitted under their Servicing
         Agreements shall not exceed 10% of the aggregate outstanding Principal
         Balance of all Financed Loans.

                  "Sale and Purchase Agreements" means either (i) a student Loan
         purchase agreement between the Issuer and a Seller, substantially in
         the form attached hereto as Exhibit A, for the purchase of Eligible
         Loans or (ii) a participation agreement between the Issuer and a
         Seller, substantially in the form attached hereto as Exhibit L, for the
         purchase of a participation interest in Eligible Loans.

                  "Sellers" means any entity which sells Eligible Loans or a
         participation interest in Eligible Loans to the Issuer pursuant to the
         terms of a Sale and Purchase Agreement; including, but not limited to,
         NEBHELP, INC., NHELP-I, Inc., Union Bank and Trust Company, NELNET or
         any Affiliate of NELNET or any other financial institution with which
         NELNET or any Affiliate of NELNET has a purchase agreement.

         SECTION 1.02. ADDITIONAL AMENDMENTS. Section 4.02 is amended to provide
as follows:

                  SECTION 4.02. CONDITIONS PRECEDENT TO ALL NOTE PURCHASES. Each
         Issuance (including the initial Issuance) hereunder shall be subject to
         the further conditions precedent that:

                           (a)      on or prior to the date of such Issuance,
                  the Issuer shall have delivered to each Agent and the Trustee
                  (i) a Note Purchase Percentage Calculation Report from the
                  Valuation Agent, (ii) copies of the relevant Sale and Purchase
                  Agreement (including copies of all schedules, opinions,
                  financing statements and other documents required to be
                  delivered by the applicable Seller as a condition of purchase
                  thereunder, and, upon request, a Schedule of Financed

                                       3

<PAGE>

                  Loans), [and] (iii) a request for a Note Purchase in the form
                  and at the time required in Section 2.02(b) hereof and (iv) an
                  opinion or opinions of counsel to the Issuer addressed to DFC,
                  TRFC, the Agents and the Trustee, in form and substance
                  acceptable to each Agent and the Trustee, concerning the
                  perfection of Issuer's security interest in the Eligible Loans
                  of each Seller; and

                           (b)      on the date of such Issuance, the following
                  statements shall be true, and the Issuer by accepting the
                  amount of such Issuance shall be deemed to have certified
                  that:

                                    (i)      the representations and warranties
                           contained in Article V are correct on and as of such
                           day as though made on and as of such date;

                                    (ii)     no event has occurred and is
                           continuing, or would result from such Issuance, which
                           constitutes an Event of Default or an event which,
                           with the giving of notice or the passage of time, or
                           both, would constitute an Event of Default;

                                    (iii)    on and as of such day, after giving
                           effect to such Issuance, the Facility Amount would
                           not exceed the Facility Limit;

                                    (iv)     no law or regulation shall
                           prohibit, and no order, judgment or decree of any
                           federal, state or local court or governmental body,
                           agency or instrumentality shall prohibit or enjoin,
                           the making of such Note Purchases by the Note
                           Purchasers in accordance with the provisions hereof;
                           and

                                    (v)      the amount of money equal to the
                           Cash Reserve Requirement on such date is deposited in
                           the Cash Reserve Account on such date from the
                           proceeds of such Issuance.

         SECTION 1.03. AMENDMENT TO ORIGINAL AGREEMENT. The Original Agreement
is hereby amended to add an Exhibit L to the Original Agreement as described in
Exhibit A hereto.

                                   ARTICLE II

                               GENERAL PROVISIONS

         SECTION 2.01. DATE OF EXECUTION. Although this Amendment for
convenience and for the purpose of reference is dated as of September 1, 2000,
the actual dates of execution by the Issuer, the Note Purchasers, the Agents and
the Trustee are as indicated by their respective acknowledgments hereto annexed.

         SECTION 2.02. LAWS GOVERNING. It is the intent of the parties hereto
that this Amendment shall in all respects be governed by the laws of the State
of New York.

         SECTION 2.03. SEVERABILITY. If any covenant, agreement, waiver, or part
thereof in this Amendment contained be forbidden by any pertinent law or under
any pertinent law be effective

                                       4

<PAGE>

to render this Amendment invalid or unenforceable or to impair the lien hereof,
then each such covenant, agreement, waiver, or part thereof shall itself be and
is hereby declared to be wholly ineffective, and this Amendment shall be
construed as if the same were not included herein.

         SECTION 2.04. EXHIBITS. The terms of the Exhibit attached to this
Amendment is incorporated herein in all particulars.

         SECTION 2.05. CONDITIONS PRECEDENT TO AMENDMENT. The effectiveness of
this Amendment shall be subject to the condition precedent that (a) DFC, TRFC,
the Agents and the Trustee shall have received an opinion of counsel to the
Issuer, in form and substance satisfactory to each Agent and the Trustee,
concerning the treatment of any sales hereunder pursuant to a Participation
Agreement as true sale for bankruptcy purposes and (b) Seller shall have paid
the fees and expenses of counsel to the Agents in connection with this
Amendment.

                                   ARTICLE III

                       APPLICABILITY OF ORIGINAL AGREEMENT

         The provisions of the Original Agreement are hereby ratified, approved
and confirmed, except as otherwise expressly modified by this Amendment. The
representations, warranties and covenants contained in the Original Agreement
(except as expressly modified herein) are hereby reaffirmed with the same force
and effect as if fully set forth herein and made again as of the date hereof.

                                       5

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                      THE ISSUER:

                                      NHELP-III, INC.

                                      By /s/ Terry J. Heimes
                                         -------------------------------------
                                         Terry J. Heimes, Vice President

                                      c/o National Higher Education Loan Program
                                      121 South 13 Street, Suite 301
                                      Lincoln, NE 68508
                                      Attn: Terry J. Heimes
                                      (402) 458-2303
                                      Fax: (402) 458-2399

                                      THE NOTE PURCHASERS:

                                      DELAWARE FUNDING CORPORATION

                                      By: Morgan Guaranty Trust Company of New
                                          York, as attorney-in-fact for Delaware
                                          Funding Corporation

                                      By /s/ Richard Burke
                                         -------------------------------------
                                         Richard Burke, Vice President

                                      500 Stanton Christiana Road
                                      Newark, Delaware 19713-2107
                                      Attn: Asset Finance Group
                                      (302) 634-5492
                                      Fax: (302) 634-5490

                                       6

<PAGE>

                                  THREE RIVERS FUNDING CORPORATION

                                  By /s/ Bernard J. Angelo
                                     -------------------------------------

                                  c/o Global Securitization Services, LLC
                                  25 West 43rd Street, Suite 704
                                  New York, New York 10036
                                  Attn: Mr. Bernard J. Angelo
                                  Fax: (212) 302-8767

                                  with a copy to the TRFC Agent.

                                  THE AGENTS:

                                  MORGAN GUARANTY TRUST
                                  COMPANY OF NEW YORK, as DFC Agent
                                  and Administrative Agent

                                  By /s/ Richard Burke
                                     -------------------------------------
                                     Richard Burke, Vice President

                                  500 Stanton Christiana Road
                                  Newark, Delaware 19713-2107
                                  Attn: Asset Finance Group
                                  (302) 634-5492
                                  Fax: (302) 634-5490

                                  MELLON BANK, N.A., as TRFC Agent

                                  By /s/ Stephen Cobain
                                     -------------------------------------
                                  Name         Stephen Cobain
                                  Title        First Vice President

                                  One Mellon Bank Center
                                  Room 0410
                                  Pittsburgh, PA 15258-0001
                                  Attn: Ms. Jacquelyn Lobl
                                  Fax: (412) 234-5434

                                        7

<PAGE>

                                  THE TRUSTEE:

                                  WELLS FARGO BANK MINNESOTA,
                                  NATIONAL ASSOCIATION

                                  By /s/ Susan E. Jacobsen
                                     -------------------------------------------
                                     Susan E. Jacobsen, Corporate Trust Officer

                                  Wells Fargo Bank Minnesota, National
                                  Association
                                  6th & Marquette Avenue
                                  Minneapolis, MN 55479-0069
                                  Attn: Corporate Trust Services
                                  (612) 667-5745
                                  Fax: (612) 667-2149

                                        8

<PAGE>

                                    EXHIBIT A

<PAGE>

                                    EXHIBIT L

                             PARTICIPATION AGREEMENT

         This Participation Agreement is made and entered into as of the
____________day of _______, 20___, by and between______________________________,
a____________corporation ("Lender"), and ______________________________________,
a________________corporation ("Participant").

         WHEREAS, Lender is or will be the owner and holder of FFELP Loans (as
defined herein), or beneficial interest therein, originated by or on behalf of
Lender or acquired by Lender; and

         WHEREAS, Lender desires to sell, and Participant desires to purchase,
an undivided 100% participation interest in certain FFELP Loans on the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and promises herein contained, the parties hereto agree as
follows:

                                 I. DEFINITIONS

         "Agreement" means this Participation Agreement and any amendment or
supplement hereto.

         "Borrower" means the student or parent obligor under an Eligible Loan.

         "Certificate of Insurance" means a certificate of federal loan
insurance issued with respect to an Eligible Loan by the Secretary of Education
pursuant to the provisions of the Higher Education Act.

         "Commitment Amount" means the aggregate outstanding principal balance
of up to _________________________________________________ of FFELP Loans,
participation interests in which are committed to be sold by Lender and
purchased by the Participant pursuant to this Agreement.

         "Commitment Period" means the period of time commencing on the date
first set forth above and terminating 364 days thereafter, and renewing
thereafter for successive 364-day periods, unless either party gives written
notice of intent to terminate at least 30 days prior to the termination of the
initial Commitment Period or any renewal/extension Commitment Period. The
Commitment Period shall terminate immediately upon a default by Lender of any of
its obligations hereunder.

         "Contract of Insurance" means an agreement between the Secretary of
Education and either the Trustee or Lender providing for the insurance by the
Secretary of Education of the principal of and accrued interest on a FFELP Loan
to the maximum extent permitted under the Higher Education Act.

<PAGE>

         "Eligible Loan" means a FFELP Loan in which a participation interest
is authorized to be acquired by the Participant which (i) is either Insured or
Guaranteed; (ii) if such FFELP Loan is a subsidized Stafford loan, qualifies the
holder thereof to receive Interest Subsidy Payments and Special Allowance
Payments; if such FFELP Loan is a consolidation loan authorized under Section
428C of the Higher Education Act, qualifies the holder thereof to receive
Interest Subsidy Payments and Special Allowance Payments to the extent
applicable; and if such FFELP Loan is a PLUS loan authorized under Section 428B
of the Higher Education Act, a SLS loan authorized under Section 428A of the
Higher Education Act, or an unsubsidized Stafford loan authorized under Section
428H of the Higher Education Act, such FFELP Loan qualifies the holder thereof
to receive Special Allowance Payments; (iii) complies with each representation
and warranty with respect thereto contained herein; and (iv) meets the other
applicable criteria set forth in the Loan Purchase Regulations and an undivided
participation interest in which is eligible for purchase under the terms of the
Financing Agreement.

         "Federal Contracts" means all agreements between a Guarantee Agency and
the Secretary of Education providing for the payment by the Secretary of
Education of amounts authorized to be paid pursuant to the Higher Education Act,
including, but not limited to, reimbursement of amounts paid or payable upon
defaulted Eligible Loans and other student loans insured or guaranteed by any
Guarantee Agency and federal interest subsidy payments and Special Allowance
Payments, if applicable, to holders of qualifying student loans guaranteed by
any Guarantee Agency.

         "FFELP Loans" means those specific loans in which a participation
interest is acquired by Participant from Lender pursuant to this Agreement,
inclusive of the promissory notes evidencing such loans and the related
documentation in connection with each thereof, which were originated pursuant to
the Federal Family Education Loan Program and the Higher Education Act.

         "Financing Agreement" means the ______________________ Agreement, dated
as of ____________________________, ________, by and among the Participant,
_______________________ and ____________________________________, which is
utilized to finance Participant's purchase of participation interests in the
FFELP Loans hereunder.

         "Guarantee" or "Guaranteed" means, with respect to a FFELP Loan, the
guarantee by the Guarantee Agency, in accordance with the terms and conditions
of the Guarantee Agreement, of the principal of and accrued interest on the
FFELP Loan to the maximum extent permitted under the Higher Education Act on
FFELP Loans which have been originated, held and serviced in full compliance
with the Higher Education Act, and the coverage of the FFELP Loan by the Federal
Contracts providing, among other things, for reimbursement to the Guarantee
Agency for losses incurred by it on defaulted Eligible Loans guaranteed by it to
the extent of the maximum reimbursement allowed by the Federal Contracts.

         "Guarantee Agency" means a state agency or a private nonprofit
institution or organization which administers a Guarantee Program within a State
or any successors and assignees thereof administering the Guarantee Program
which has entered into a Guarantee Agreement with Lender or the Trustee on
behalf of Lender.

                                       L-2

<PAGE>

         "Guarantee Agreement" means the Federal Contracts, an agreement between
a Guarantee Agency and either Lender or the Trustee on behalf of Lender
providing for the Guarantee by such Guarantee Agency of the principal of and
accrued interest on Eligible Loans to Borrowers, made or acquired by Lender or
the Trustee on behalf of Lender from time to time, and any other similar
guarantee or agreement issued by a Guarantee Agency to Lender or the Trustee on
behalf of Lender pertaining to Eligible Loans.

         "Guaranteed Loans" means FFELP Loans that are Guaranteed.

         "Guarantee Program" means a Guarantee Agency's student loan guaranty
program pursuant to which such Guarantee Agency guarantees or insures student
loans.

         "Higher Education Act" shall mean Title IV, Parts B, F and G, of the
Higher Education Act of 1965, as amended or supplemented and in effect from time
to time, or any successor enactment thereto, and all regulations promulgated
thereunder and any directives issued by the Secretary of Education.

         "Insurance" or "Insured" or "Insuring" means, with respect to a FFELP
Loan, the insuring by the Secretary of Education (as evidenced by a Certificate
of Insurance or other document or certification issued under the provisions of
the Higher Education Act) under the Higher Education Act of the principal of and
accrued interest on such FFELP Loan to the maximum extent permitted under the
Higher Education Act for FFELP Loans originated, held and serviced in full
compliance with the Higher Education Act.

         "Insured Loans" means FFELP Loans which are Insured.

         "Interest Subsidy Payments" means interest subsidy payments received
from the Secretary of Education pursuant to Section 428 of the Higher Education
Act or similar payments authorized by federal law or regulation.

         "Lender" means _______________________________, a _____________
corporation, an "eligible lender" under criteria established by the Higher
Education Act that has received an eligible lender designation by the Secretary
of Education with respect to Insured Loans or from a Guarantee Agency with
respect to Guarantee Loans, which is selling participation interests in FFELP
Loans to the Participant hereunder or, if Lender is not designated as an
eligible lender under the Higher Education Act, Lender holds beneficial
ownership of Eligible Loans through the Trustee, which is an eligible lender
under the Higher Education Act.

         "Lender's Retained Interest" means that portion of the income earned
with respect to Eligible Loans covered by the Participation Certificate which is
equal to______________basis points (__.____%), on an annualized basis, of the
average quarterly aggregate principal balance of Eligible Loans covered by the
Participation Certificate; provided, however, that if changes in the Higher
Education Act subsequently reduce the interest rates, Special Allowance Payments
or Interest Subsidy Payments, then Lender's Retained Interest shall be reduced
on a pro tanto basis.

                                       L-3

<PAGE>

         "Loan Purchase Agreement" means the Loan Purchase Agreement including
all exhibits and schedules attached thereto, substantially in the form of
Schedule A hereto.

         "Loan Purchase Regulations" means the rules and regulations of the
Participant, as may be adopted by the Participant from time to time with the
consent of the parties to (and the consent of any other persons required under
the terms of) the Financing Agreement, which pertain to acquisition of
participation interests hereunder, which shall incorporate all requirements
specified in any indentures or other financing arrangements to which the
Participant is subject.

         "Participant" means ______________________, a ____________ corporation,
and its successors and assigns.

         "Participation Certificate" means the master participation certificate
in the form attached hereto as Schedule B.

         "Purchase Price" means 100% of the outstanding principal balance plus
100% of the accrued and unpaid interest thereon with respect to Eligible Loans
covered by the Participation Certificate, each as of the date of purchase.

         "Secretary of Education" means the Commissioner of Education and the
Secretary of the United States Department of Education (who succeeded to the
functions of the Commissioner of Education pursuant to the Department of
Education Organization Act), or any officer, board, body, commission or agency
succeeding to the functions thereof under the Higher Education Act.

         "Servicer" means___________________________or any other servicing agent
approved as may be required in the Financing Agreement.

         "Servicing Agreement" means the agreement in which the Servicer is
engaged by Participant to administer and service Eligible Loans covered in the
Participation Certificate.

         "Special Allowance Payments" means special allowance payments
authorized to be made by the Secretary of Education pursuant to Section 438 of
the Higher Education Act or similar allowances authorized from time to time by
federal law or regulation.

         "Trust Agreement" means the trust agreement, if any, pursuant to which
the Trustee holds legal title to the FFELP Loans.

         "Trustee" means____________________________acting in its capacity as
eligible lender trustee under the Trust Agreement, and not in its individual
capacity.

                                       L-4

<PAGE>

                     II. PURCHASE OF PARTICIPATION INTEREST

         Section 2.01. Purchase of Participation Interest. Subject to the terms
and conditions and in reliance upon the representations, warranties and
agreements set forth herein, during the Commitment Period, Lender agrees to sell
to Participant, and Participant agrees to purchase from Lender, in an aggregate
amount up to a maximum of the Commitment Amount, an undivided participation
interest in 100.0% of the outstanding principal balance and accrued interest
thereon of Eligible Loans and a portion of the income generated by the Eligible
Loans as provided herein. Participant shall pay to Lender or its designee the
Purchase Price for the participation interest in each Eligible Loan purchased
hereunder, by wire transfer of immediately available funds, on such dates as the
parties may mutually agree upon. The participation interest acquired by
Participant shall include the promissory note or Official Copy as defined in
Section 2.02 and related documents in connection with each participated Eligible
Loan. The participation interest purchased by Participant shall represent a
participation interest in each and every Eligible Loan specifically identified
in the Participation Certificate with respect thereto, and the parties agree
that Participant is not purchasing an interest in an undivided pool of Eligible
Loans. It is the intention of Lender, that the transfer from Lender to
Participant constitutes a true, absolute sale of the participation interest in
Eligible Loans hereunder and that the ownership of such participation interests
shall not become or be deemed to be property of Lender for any purposes under
applicable law. Except as expressly set forth in this Agreement, the sale of
participation interests in Eligible Loans shall be without recourse to Lender in
connection with Borrowers' default on such Eligible Loans. If a Borrower
defaults on an Eligible Loan, and the proceeds from the liquidation of the
Eligible Loan are insufficient to pay the interest accrued on the Eligible Loan,
interest shall be distributed on a pro rata basis between the Participant and
Lender based on the proportion of the basis points comprising Lender's Retained
Interest and the total basis points comprising the interest rate on the Eligible
Loan.

         Section 2.02. Participation Certificate. On the date of the initial
sale of a participation interest with respect to a portfolio of Eligible Loans
hereunder, or thereafter as mutually agreed upon by the parties hereto, Lender
shall execute and deliver to Participant the Participation Certificate
evidencing a 100% participation and beneficial ownership interest in Eligible
Loans in that portfolio as identified in Schedule A attached to the
Participation Certificate. Lender shall attach or cause to be attached to the
executed original Participation Certificate a schedule of the participated
Eligible Loans, legal title to which shall be retained by Lender (if an eligible
lender under the Higher Education Act) or by the Trustee. As Lender sells
additional participation interests in Eligible Loans to Participant hereunder,
no less frequently than on a monthly basis, Lender shall issue (or cause to be
issued) supplemental schedules to Participant to be substituted and attached to
the Participation Certificate. The participation interest shall be deemed to
have been transferred to Participant upon payment of the purchase price
therefor, irrespective of whether such supplemental schedules are issued by
Lender. With respect to any Eligible Loan evidenced by a Master Promissory Note
in the form mandated by Section 432(m)(l)(D) of the Higher Education Act, Lender
shall make only one copy of the Master Promissory Note evidencing such Eligible
Loan, mark the same "Official Copy" in red ink, and deliver such official copy
or the original thereof to Servicer on behalf of Participant; Lender shall also
perform any reasonable or necessary acts to perfect Participant's ownership of
the participation interest in Eligible Loans including, without limitation,
providing notice to the Borrowers of the

                                       L-5

<PAGE>

transfer of the participation interest if Participant determines such acts are
necessary to perfect such sale.

         Section 2.03. Distribution of Payments Received. Upon issuance of the
Participation Certificate with respect to a particular portfolio of Eligible
Loans, Participant shall be entitled to 100% of payments and income earned with
respect to the Eligible Loans covered by the Participation Certificate, less
Lender's Retained Interest which shall be deducted therefrom and paid to Lender
on a quarterly basis. Lender shall pay for all origination fees payable to the
Secretary of Education pursuant to the Higher Education Act, servicing fees
charged by Servicer pursuant to the Servicing Agreement and any other costs
incidental to or associated with origination, Guarantee, ownership,
administration, servicing and collection with respect to each of the Eligible
Loans covered by the Participation Certificate. Lender agrees to account and
deliver to Participant, or cause to be delivered to Participant, all sums of
principal, interest, Special Allowance Payments, Interest Subsidy Payments or
other income received by Lender or Servicer on behalf of Lender on account of
Participant's participation interest in the Eligible Loans covered by the
Participation Certificate during the term of this Agreement, less Lender's
Retained Interest. Lender shall cause Servicer to furnish to Participant, on a
monthly basis, all reports issued by Servicer pursuant to the Servicing
Agreement showing the amount of the balances of each of the Eligible Loans
covered by the Participation Certificate and other information generated by
Servicer, and such other specific information on individual Eligible Loans
covered by the Participation Certificate as Participant may reasonably require
from time to time, subject to the abilities of Servicer. Participant shall have
access to inspect documents in connection with Eligible Loans covered by the
Participation Certificate at the Servicer on a day to day basis.

         Section 2.04. Servicing and Control of Eligible Loans. Lender and
Participant shall cause Servicer to service and collect each of the Eligible
Loans covered by the Participation Certificate under the Servicing Agreement, in
accordance with the terms of the Higher Education Act, and any rules and any
rules adopted by the applicable Guarantee Agency or the Secretary of Education.
Servicer shall act at the direction of Participant. The promissory notes or the
Official Copies as defined in Section 2.02 and other documents evidencing or
relating to the Eligible Loans covered in the Participation Certificate shall be
retained by Servicer or its agent for safekeeping as custodian in connection
with the Servicing Agreement for the benefit of Lender and Participant. Servicer
shall segregate the Eligible Loans in a separate account for servicing purposes
for the benefit of Lender and Participant. During the term of this Agreement,
Lender shall not (and shall cause the Trustee to not) pledge, encumber, sell,
transfer or otherwise dispose of any interest in any Eligible Loan covered by a
Participation Certificate, except as may be expressly permitted herein.

         Section 2.05. Conditions of Purchase. Participant's obligation to
purchase and pay for participation interests in Eligible Loans hereunder shall
be subject to each of the following conditions precedent:

                                       L-6

<PAGE>

                  (a)      All representations, warranties and statements made
         by Lender contained in this Agreement shall be true on the applicable
         date of purchase;

                  (b)      Participant shall receive an opinion of Lender's
         counsel dated as of the date of the Participation Certificate, in form
         and substance satisfactory to Participant, to the effect that (i) this
         Agreement has been duly authorized, executed and delivered by Lender
         and constitutes the legal, valid, binding and enforceable obligation
         of Lender, (ii) the Participation Certificate has been duly
         authorized, executed and delivered by Lender, (iii) with respect to
         all Insured Loans in which participation interests are being acquired,
         the applicable Contract of Insurance has been duly authorized,
         executed and delivered by the Seller, (iv) with respect to
         participation interests in all FFELP Loans in which participation
         interests are being acquired, the applicable Guarantee Agreement has
         been duly authorized, executed and delivered by Participant, (v)
         assuming the due execution and delivery thereof, each FFELP Loan in
         which a participation interest is acquired hereunder constitutes the
         legal, valid and binding obligation of the Borrower (and of each
         endorser, if any) thereof, enforceable in accordance with its terms,
         (vi) to the knowledge of Lender's counsel, the execution and delivery
         of the Agreement, the consummation of the transactions therein
         contemplated and compliance with the terms, conditions and provisions
         of the Agreement do not and will not conflict with or result in a
         breach of any of the terms, conditions or provisions of the charter,
         articles or bylaws of Lender or any agreement or instrument to which
         Lender is a party or by which it is bound or constitute a default
         thereunder, (vii) to the knowledge of Lender's counsel, Lender is not
         a party to or bound by any agreement or instrument or subject to any
         charter or other corporate restriction or judgment, order, writ,
         injunction, decree, law, rule or regulation which may materially or
         adversely affect the ability of Lender to perform its obligations
         under the Agreement, and (viii) no consent, approval or authorization
         of any government or governmental body, including, without limitation,
         the Federal Savings and Loan Insurance Corporation, Federal Deposit
         Insurance Corporation, the Comptroller of the Currency, the Board of
         Governors of the Federal Reserve System or any state banking
         regulatory agency, is required in connection with the consummation of
         the transactions contemplated in the Agreement.

                  (c)      Delivery by Lender to Participant on or before
         applicable date of purchase of the Participation Certificate, original
         or supplemental schedules to the Participation Certificate listing and
         identifying each Eligible Loan in which a participation interest is
         being transferred to Participant; UCC-1 Financing Statements evidencing
         the transfer from Lender to Participant, UCC Lien Searches, and UCC
         Termination Statements or Releases, if any, releasing any security
         interest granted by Lender in any Eligible Loan covered by the
         Participation Certificate.

                                       L-7

<PAGE>

                  (d)      Adequate funds are available to Participant from a
         Financing Agreement or otherwise which will finance the purchase of
         participation interests in Eligible Loans under this Agreement.

         Section 2.06. Repurchase Obligation. If:

                           (i)      any representation or warranty made or
                  furnished by Lender in or pursuant to this Agreement with
                  respect to a FFELP Loan shall prove to have been materially
                  incorrect;

                           (ii)     the Secretary of Education or a Guarantee
                  Agency, as the case may be, refuses to honor all or part of a
                  claim with respect to a FFELP Loan (including any claim for
                  Interest Subsidy Payments, Special Allowance Payments,
                  Insurance, reinsurance or Guarantee Payments);

                           (iii)    a defense is asserted by a Borrower (or
                  endorser, if any) of the FFELP Loan with respect to a
                  Borrower's obligation to pay all or any part of the FFELP
                  Loan, and Participant, in good faith, believes that the facts
                  reported, if true, raise reasonable doubts as to the legal
                  enforceability of such FFELP Loan; or

                           (iv)     the instrument which Lender purports to be a
                  FFELP Loan is not, in fact, a FFELP Loan;

then Lender shall repurchase the participation interest in such FFELP Loan or
purported FFELP Loan upon the request of Participant by paying Participant the
then outstanding principal balance of such FFELP Loan or purported FFELP Loan
(or such greater amount as may be necessary to make the Participant whole), plus
interest and applicable Special Allowance Payments with respect to such FFELP
Loan or purported FFELP Loan from the date of purchase of the participation
interest therein to and including the date of repurchase, plus any amounts owed
to the Secretary of Education with respect to the repurchased FFELP Loan or
purported FFELP Loan, plus any attorney fees, legal expenses, court costs,
servicing fees or other expenses incurred by Participant in connection with such
FFELP Loan or purported FFELP Loan, less Lender's Retained Interest with respect
to such FFELP Loan.

                       III. REPRESENTATIONS AND WARRANTIES

         Section 3.01. Lender's Representations and Warranties. Lender hereby
represents, warrants and covenants to Participant as follows:

         A.       Any information furnished by Lender to the Participant, or the
Participant's agents with respect to a FFELP Loan is true, complete and correct.

         B.       The amount of the unpaid principal balance of each FFELP Loan
is due and owing, and no counterclaim, offset, defense or right to rescission
exists with respect to any FFELP Loan which can be asserted and maintained or
which, with notice, lapse of time or the

                                       L-8

<PAGE>

occurrence or failure to occur of any act or event could be asserted and
maintained by the Borrower against the Trustee or the Participant as assignee
thereof. Lender shall have taken all reasonable actions to assure that no maker
of a FFELP Loan has or may acquire a defense to the payment thereof. No payment
of principal or interest with respect to any FFELP Loan is, as of the date
hereof, more than 60 days delinquent and no applicable payment of principal or
interest with respect to any FFELP Loan will, at the applicable Loan Purchase
Date, be more than 60 days delinquent. No FFELP Loan carries a rate of interest
less than, or in excess of, the applicable rate of interest required by the
Higher Education Act. If the Higher Education Act permits Lenders to charge an
interest rate less than the applicable rate of interest, no FFELP Loan purchased
hereunder bears interest at a rate lower than the applicable rate of interest;
provided, however, that the Participant may approve, in its sole discretion, in
writing, interest reductions which are part of a borrower repayment incentive
program of Lender, the terms of which have been fully described in detail and in
writing to the Participant.

         C.       Each FFELP Loan has been duly executed and delivered and
constitutes the legal, valid and binding obligations of the maker (and the
endorser, if any) thereof, enforceable in accordance with its terms.

         D.       Each FFELP Loan complies in all respects with the requirements
of the Higher Education Act and is an Eligible Loan, as that term is defined in
the Agreement.

         E.       Lender or Lender's eligible lender trustee has applied for and
received the Secretary of Education's or a Guarantee Agency's designation, as
the case may be, as an "Eligible Lender" under the Higher Education Act, and
Lender has entered into all agreements required to be entered into for
participation in the Federal Family Education Loan Program under the Higher
Education Act.

         F.       Lender (and the Trustee, if applicable) is the sole owner and
holder of each FFELP Loan and has full right and authority to sell and assign
the same free and clear of all liens, pledges or encumbrances; no FFELP Loan has
been pledged or assigned for any purpose; and each FFELP Loan is free of any and
all liens, charges, encumbrances and security interests of any description.

         G.       Each FFELP Loan is either Insured or Guaranteed; such
Insurance or Guarantee, as the case may be, is in full force and effect, is
freely transferable as an incident to the sale of each FFELP Loan; all amounts
due and payable to the Secretary of Education or a Guarantee Agency, as the case
may be, have been or will be paid in full by Lender, and none of the FFELP Loans
has at any time been tendered to either the Secretary of Education or any
Guarantee Agency for payment.

         H.       There are no circumstances or conditions with respect to any
FFELP Loan, the Borrower thereunder or the creditworthiness of said Borrower
that would reasonably cause prudent private investors to regard any of the FFELP
Loans as an unacceptable investment, or adversely affect the value or
marketability thereof, the insurance thereof and any applicable Guarantee.

                                       L-9

<PAGE>

         I.       Each FFELP Loan was made in compliance with all applicable
local, State and federal laws, rules and regulations, including, without
limitation, all applicable nondiscrimination, truth-in-lending, consumer credit
and usury laws.

         J.       Lender has, and its officers acting on its behalf have, full
legal authority to engage in the transactions contemplated by the Agreement; the
execution and delivery of the Agreement, the consummation of the transactions
herein contemplated and compliance with the terms, conditions and provisions of
the Agreement do not and will not conflict with or result in a breach of any of
the terms, conditions or provisions of the charter, articles or bylaws of Lender
or any agreement or instrument to which Lender is a party or by which it is
bound or constitute a default thereunder; Lender is not a party to or bound by
any agreement or instrument or subject to any charter or other Participant
restriction or judgment, order, writ, injunction, decree, law, rule or
regulation which may materially and adversely affect the ability of Lender to
perform its obligations under the Agreement and the Agreement constitutes a
valid and binding obligation of Lender enforceable against it in accordance with
its terms, and no consent, approval or authorization of any government or
governmental body, including, without limitation, the Federal Savings and Loan
Insurance Participant, the Federal Deposit Insurance Participant, the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
System or any state bank regulatory agency, is required in connection with the
consummation of the transactions herein contemplated.

         K.       Lender is duly organized, validly existing and in good
standing under the laws of its applicable jurisdiction and has the power and
authority to own its assets and carry on its business as now being conducted.

         L.       Lender and Servicer have each exercised (and shall continue to
exercise) due diligence and reasonable care in making, administering, servicing
and collecting the FFELP Loans, and Lender has conducted a reasonable
investigation of sufficient scope and content to enable it duly to make the
representations and warranties contained in this Agreement. Lender shall be
solely responsible for the payment of the costs and expenses incident to
origination of FFELP Loans, without any right of reimbursement therefor from the
Participant.

         M.       With respect to all Insured Eligible Loans in which a
participation interest is being acquired, Insurance is in effect with respect
thereto; the applicable Contract and certificates of Insurance are valid and
binding upon the parties thereto in all respects material to the security for
any bonds and/or notes issued by the Participant; and Lender is not in default
in the performance of any of its covenants and agreements made in respect
thereof.

         N.       With respect to all Guaranteed Eligible Loans in which a
participation interest is being acquired, a Guarantee Agreement is in effect
with respect thereto and is valid and binding upon the parties thereto in all
respects material to the security of the bonds and/or notes issued by the
Participant to finance the FFELP Loans; and Lender is not in default in the
performance of any of its covenants and agreements made in such Guarantee
Agreement.

         O.       Lender does not (i) discriminate by pattern or practice
against any particular class or category of students by requiring, as a
condition to the receipt of a student loan, that a student

                                      L-10

<PAGE>

or his family maintain a business relationship with Lender, except as may be
permitted under applicable laws or (ii) discriminate on the basis of race, sex,
color, creed or national origin.

         P.       The FFELP Loans are a representative sample of all student
loans held by Lender with respect to the educational institution attended by, or
the age, sex, race, national origin or place of residence of, the Borrower to
whom such loans were made, or with respect to any other identifying
characteristic of such Borrowers.

         Q.       Each participation interest transferred to the Participant
under the Agreement is a participation interest in a FFELP Loan which
constitutes an Eligible Loan.

         R.       The fair salable value of the assets on a going concern basis
of Lender and its subsidiaries, on a consolidated basis, as of the time of each
sale of participation interests hereunder is in excess of the total amount of
their liabilities.

         S.       Lender has carefully reviewed the Loan Purchase Regulations
supplied by the Participant and has complied, and shall continue to comply, with
all applicable Loan Purchase Regulations.

         T.       Each FFELP Loan in which a participation interest is purchased
pursuant to this Agreement includes all Eligible Loans of any one Borrower held
by Lender.

         Section 3.02 Participant's Representations and Warranties. Participant
hereby represents and warrants to Lender that execution, delivery and
performance of this Agreement by Participant (i) has been duly authorized or
ratified effective as of the date of execution by all necessary corporate action
on the part of Participant; (ii) does not and will not contravene the laws of
the state of its incorporation providing for the organization and governing of
Participant; (iii) does not and will not conflict with, or result in a violation
of, any applicable laws; and (iv) does not and will not require any consent or
approval of any creditor or constitute a violation of or default under any
agreement or instrument to which Participant is a party or whereby any of its
property may be bound.

                                    IV. TERM

         Section 4.01. Termination. The term of this Agreement shall be from the
date first set forth above until the termination of the Commitment Period. If
Lender or the Trustee transfers title to a specific Eligible Loan covered by the
Participation Certificate to Participant, the participation interest with
respect to such transferred Eligible Loan shall terminate on the date of such
transfer. Immediately upon termination (without renewal) of this Agreement and
of the Participation Certificate, or any portion thereof, Lender's Retained
Interest, as then accrued and unpaid, shall be paid and if Participant is not in
material default of its obligations under this Agreement, Lender shall
immediately transfer to Participant or its designee legal title to the Eligible
Loans covered by the terminated portion of the Participation Certificate. At or
prior to such transfer of legal title, Lender shall execute and deliver to
Participant or its designee an executed Loan Purchase Agreement, together with
all documents of transfer in connection therewith, between Lender as Seller and
Participant or its designee as Purchaser, effective to

                                      L-ll

<PAGE>

transfer title to the Eligible Loans covered in the terminated portion of the
Participation Certificate as of the termination of the participation, free and
clear of any liens, encumbrances, pledges, or security interests of any nature.
Title to an Eligible Loan which is partially disbursed as of the termination of
this Agreement shall be transferred as described in the preceding sentence as
soon as possible after such Eligible Loan is fully disbursed.

                               V. OTHER PROVISIONS

         Section 5.01 Indemnification. Lender agrees to indemnify and hold
Participant and its successors and assigns harmless from and against any and all
loss, liability, cost, damage or expense (including reasonable attorneys fees
and costs of litigation) incurred by reason of any breach of Lender's
representations, warranties or covenants hereunder or any false or misleading
representations or any failure to disclose any matter which makes the warranties
and representations herein misleading or any inaccuracy in any information
furnished by Lender in connection herewith. This indemnity obligation shall
survive execution of the Agreement and termination of the Commitment Period.

         Section 5.02 Assignment. The rights of Participant under this Agreement
may be freely assigned or subparticipated, in whole or in part, without prior
written consent of Lender. The rights and obligations of Lender under this
Agreement may not be assigned in whole or in part without the prior written
consent of Participant. This Agreement shall be binding upon the parties hereto,
and their permitted successors and assigns. Lender acknowledges that Participant
has assigned all of its right, title and interest in and to the Participation
Certificate and this Participation Agreement to providers of funding under the
Financing Agreements with the power and right to enforce the provisions thereof
and hereof.

         Section 5.03 No Partnership. This Agreement shall not be construed to
create a partnership or joint venture between Lender and Participant. The
transaction evidenced by this Agreement is a loan participation transaction
pursuant to which Lender and Participant are participating in the Eligible
Loans.

         Section 5.04 Amendment. This Agreement may be modified or otherwise
amended only if such modification or amendment is in writing and signed by both
Lender and Participant. The parties agree to make such modifications or
amendments to this Agreement from time to time as may be reasonably necessary to
maintain compliance with the Higher Education Act.

         Section 5.05 Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered with a written receipt from the recipient or mailed by certified
United States mail, sufficient postage pre-paid, or sent by nationally
recognized overnight delivery service such as Federal Express, addressed as
follows:

         If to Lender:

                  _________________________________

                  Attention: ______________________

                                      L-12

<PAGE>

                  _________________________________

                  _________________________________

         if to Participant:

                  _________________________________

                  Attention: ______________________

                  _________________________________

                  _________________________________

or to any such address as either party may direct in writing delivered to the
other party as set forth herein. Notice shall be effective (i) if mailed or
delivered, upon receipt, refusal of receipt or the date marked as uncollected,
or (ii) if sent by overnight delivery, the earlier of receipt of two business
days after deposit with the delivery service.

         Section 5.06. Continuing Representations. The warranties and
representations of the parties contained in Article III hereof shall survive
execution of this Agreement and the Commitment Period and bind the parties
hereto as continuing covenants.

         Section 5.07. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nebraska.

         Section 5.08 Counterparts. This Agreement may be simultaneously
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

         Section 5.09 Severability. If any provision of this Agreement shall be
held, deemed to be or shall, in fact, be inoperative or unenforceable as applied
to any particular situation, such circumstances shall not have the effect of
rendering the provision in question inoperative or unenforceable in any other
situation or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to any extent whatsoever. The invalidity
of any one or more phrases, sentences, clauses or paragraphs herein contained,
shall not affect the remaining portions of this Agreement or any part hereof.

         Section 5.10 Non-exclusive Remedies. No remedy by the terms of this
Agreement conferred upon or reserved to Participant is intended to be exclusive
of any other remedy, but each and every other remedy shall be cumulative and in
addition to every other remedy given under this Agreement or existing at law or
in equity (including, without limitation, the right to such equitable relief by
way of injunction) or by statute on or after the date of this Agreement.

         Section 5.11 Servicing. Each Eligible Loan covered by the Participation
Certificate shall be serviced pursuant to the Servicing Agreement for the life
of such loan by Servicer and shall not be removed from the servicing system of
Servicer, except as provided below. Lender agrees that each FFELP Loan
participated pursuant to this Agreement which is held by or on behalf of Lender
or any of Lender's affiliates after the date of this Agreement shall be serviced
by Servicer under a servicing agreement for a term of the life of such loan and
shall not be

                                      L-13

<PAGE>

removed from the servicing system of Servicer; provided, however, that Lender
may engage a servicing agent other than Servicer only if Participant approves
such servicing agent in writing and the Borrower attends an educational
institution which expressly requires servicing of all student loans made to its
students to be performed exclusively by a servicing agent other than Servicer,
and provided further, however, that Participant may, at its option, require
transfer of servicing to a new servicing agent as approved by Participant upon
material default under the Servicing Agreement or insolvency or filing of
bankruptcy by Servicer.

         Section 5.12 Bankruptcy of Lender. Upon the filing of bankruptcy or
receivership by Lender, Lender shall cause title to each Eligible Loan covered
by the Participation Certificate to be transferred by Lender or the Trustee to
Participant or its designee.

         Section 5.13 Further Assurances. Lender shall, at its expense, execute
all other documents and take all other steps as may be requested by Participant
from time to time to effect the sale of the participation interests in the FFELP
Loans hereunder.

         Section 5.14 Information. Lender shall, at its expense, furnish to
Participant such additional information concerning Lender's FFELP Loan portfolio
as Participant may reasonably request.

         Section 5.15 Security interest. The parties to this Agreement intend
that the conveyance of Lender's right, title and interest in and to the FFELP
Loans shall constitute an absolute sale, conveying good title free and clear of
any liens, claims, encumbrances or rights of others from Lender to Participant.
The parties to this Agreement intend that the arrangements with respect to the
participation interest in FFELP Loans shall constitute a purchase and sale of
such participation interests and not a loan. In the event, however, that it were
determined by a court of competent jurisdiction that the transactions evidenced
by this Agreement shall constitute a loan and not a purchase and sale, the
parties hereto intend that this Agreement would constitute a security agreement
under applicable law and that Lender shall be deemed to have granted, and hereby
does grant (subject to the condition above), to Participant a first priority
perfected security interest in all of Lender's right, title and interest,
whether now owned or hereafter acquired, in, to and under all accounts, general
intangibles, chattel paper, instruments, documents, goods, investment property,
money, deposit accounts, certificates of deposit, letters of credit, advices of
credit and other property consisting of, arising from or related to the
following collateral to secure the rights of Participant hereunder and the
obligations of Lender hereunder (collectively, the "Pledged Collateral"):

                           (i)      all participation interests in FFELP Loans;

                           (ii)     all revenues and recoveries of principal
                                    from participation interests in FFELP Loans,
                                    including all borrower payments and
                                    reimbursements of principal and accrued
                                    interest on default claims received from any
                                    Guarantor;

                           (iii)    any other revenues and recoveries of
                                    principal and interest, other payments and
                                    reimbursements of principal and

                                      L-14

<PAGE>

                                    accrued interest received with respect to
                                    any participation interests in FFELP Loans,
                                    any other collection of cash with respect to
                                    such FFELP Loans (including, but not limited
                                    to, Interest Subsidy Payments and Special
                                    Allowance Payments) received and all other
                                    cash collections, tax refunds and other cash
                                    proceeds of the Pledged Collateral;

                           (iv)     all other security interests or liens and
                                    property subject thereto from time to time,
                                    if any, purporting to secure payment of such
                                    participation interests in FFELP Loans,
                                    whether pursuant to the contract related to
                                    such participation interests in FFELP Loans
                                    or otherwise;

                           (v)      all documents, books, records and other
                                    information (including, without limitation,
                                    computer programs, tapes, disks, punch
                                    cards, data processing software and related
                                    property and rights) maintained with respect
                                    to participation interests in FFELP Loans
                                    otherwise in respect of the pledged
                                    collateral; and

                           (vi)     all proceeds of the foregoing (including,
                                    but not by way of limitation, all cash
                                    proceeds, accounts, accounts receivable,
                                    notes, drafts, acceptances, chattel paper,
                                    checks, deposit accounts, insurance
                                    proceeds, condemnation awards, rights to
                                    payment of any and every kind, and other
                                    forms of obligations and receivables or
                                    other liquidated property which at any time
                                    constitute all or part or are included in
                                    the proceeds of any of the foregoing
                                    property).

                  Lender agrees that from time to time, at its expense, it will
properly execute and deliver all further instruments and documents, and take all
further action that Participant may reasonably request in order to perfect,
protect or more fully evidence Participant's interest in the Pledged Collateral
Or to enable Participant to exercise or enforce any of its rights hereunder.

                                      L-15

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Participation
Agreement to be executed by officers duly authorized as of the day first above
written.

_________________________________           _________________________________

By:    _________________________________    By:    _____________________________

Title: _________________________________    Title: _____________________________

                                      L-16
<PAGE>

                            PARTICIPATION CERTIFICATE

         Pursuant to that certain Participation Agreement (the "Agreement")
dated __________________________ _________________, 2000, by and between
______________________ (the "Participant") and _________________________________
(the "Lender"), Lender hereby issues and delivers this Participation Certificate
to evidence Participant's participation interests in student loans guaranteed
under the Higher Education Act of 1965, as amended, which are identified by the
schedule marked as Exhibit "A," attached hereto and incorporated herein by this
reference, which may be amended or supplemented from time to time, which loans
or interests therein are owned by Lender and are serviced
by_____________________and designated a separate account, in accordance with the
terms of the Agreement. This Participation Certificate shall be governed, in all
respects, by the Agreement, the terms of which are incorporated herein by this
reference as if fully stated herein.

                                              __________________________________

                                       By:    __________________________________

                                       Title: __________________________________

         Accepted this__________day of___________________, 20_____.

                                              __________________________________

                                       By:    __________________________________

                                       Title: __________________________________

                                      L-17
<PAGE>

                                   EXHIBIT "A"

                               Schedule of Loans