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                                                                   Exhibit 10.5
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            SECOND AMENDMENT TO WAREHOUSE LOAN AND SECURITY AGREEMENT

                                      among

                                  NHELP-I, INC.
                                 as the Borrower

                                       and

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                                 as the Trustee

                                       and

                     CONCORD MINUTEMEN CAPITAL COMPANY, LLC,
                                  as the Lender

                          Dated as of September 29, 1999

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<TABLE>
<S>                                                                          <C>
                                    ARTICLE I

                        AMENDMENTS TO ORIGINAL AGREEMENT
Section 1.01. Definitions..................................................  1
Section 1.02. Amendment to Section 2.02 of Original Agreement..............  2
Section 1.03. Amendment to Article VI of Original Agreement................  2

                                   ARTICLE II

                               GENERAL PROVISIONS
Section 2.01. Date of Execution............................................  5
Section 2.02. Laws Governing...............................................  6
Section 2.03. Severability.................................................  6
Section 2.04. Counterparts.................................................  6

                                   ARTICLE III

                      APPLICABILITY OF ORIGINAL AGREEMENT
</TABLE>
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         THIS SECOND AMENDMENT TO WAREHOUSE LOAN AND SECURITY AGREEMENT (this
"Amendment") is made as of September 29, 1999 among NHELP-I, INC., a corporation
duly organized under the laws of the State of Nevada (the "Borrower"), CONCORD
MINUTEMEN CAPITAL COMPANY, LLC, a Delaware limited liability company
("Concord"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as eligible lender and trustee (the "Trustee").

                             PRELIMINARY STATEMENTS

         1.       The Borrower, Concord and the Trustee have previously entered
into that certain Warehouse Loan and Security Agreement dated as of September
30, 1998 (as heretofore amended by that First Amendment to Warehouse Loan and
Security Agreement dated as of December 15, 1998, the "Original Agreement").

         2.       Pursuant to Section 9.01 of the Original Agreement, the
Borrower, the Required Lenders and, to the extent affected thereby, the Trustee
may amend the Original Agreement with the prior written consent of the Agent. As
of this date, Concord is the Required Lender and the Agent has given its 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 added to
the Original Agreement or amended to provide as follows:

                  "Facility Limit" means, at any time, [$500,000,000]
         $440,000,000 as such amount may be adjusted from time to time pursuant
         to Section 2.03; provided, however, at all times on or after the
         termination of the Revolving Period, the "Facility Limit" shall mean
         the Facility Amount.

                  "Liquidity Interest Rate" means the yield to be paid on
         Liquidity Advances. The Liquidity Interest Rate shall be equal to
         either (a) the sum of: (i) LIBOR and (ii) [0.625%] 0.95%, or (b) the
         Alternate Borrowing Rate, as selected in accordance with Section 2.02.

                  "Rehab-Consolidation Loan" means a Consolidation Loan for
         which (a) the borrower defaulted after the loan entered repayment (or
         is a combination of a loan for which a default

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         occurred after repayment commenced), (b) the borrower is currently
         making repayments, and (c) the applicable Guarantor has renewed the
         borrower's eligibility under Title IV of the Higher Education Act.

                  "Required Lenders" means (a) prior to any drawing by Concord
         under the Liquidity Facility, Concord, except as otherwise provided in
         Section 4.1(d) of the Liquidity Agreement, (b) subsequent to any
         drawing by Concord under the Liquidity Agreement and written notice to
         the Borrower of such drawing by the Agent, so long as any amounts are
         owed under this Agreement to Concord, Concord and the Agent, except as
         otherwise provided in Section [4.9] 4.1(d) of the Liquidity Agreement,
         and (c) at all other times, the Agent.

         SECTION 1.02 AMENDMENT TO SECTION 2.02 OF ORIGINAL AGREEMENT. Section
2.02(d) of the Original Agreement is hereby amended to read as follows:

                           (d)      If as a result of a draw under the Liquidity
                  Agreement the Agent shall become a Lender on any day other
                  than the first day of an Interest Period, the Liquidity
                  Interest Rate applicable to the Agent's Advances for the
                  remainder of such Interest Period shall be (i) the Alternate
                  Borrowing Rate plus 2.0% if such draw is the result of the
                  occurrence of an Event of Default hereunder or the Agent shall
                  not be given notice of such draw request not later than 12:00
                  noon, Pittsburgh time, at least three Business Days prior to
                  the date of such draw, or (ii) the sum of (A) LIBOR and (B)
                  [0.625%]0.95% if such draw is not the result of the occurrence
                  of an Event of Default hereunder and provided that the Agent
                  shall be given written notice of such draw request not later
                  than 12:00 noon, Pittsburgh time, at least three Business Days
                  prior to the date of such draw, unless otherwise agreed to by
                  the Agent.

         SECTION 1.03 AMENDMENT TO ARTICLE VI OF THE ORIGINAL AGREEMENT. Article
VI of the Original Agreement is hereby amended to read as follows:

                  If any of the following events ("Events of Default") shall
                  occur:

                           (a)      the Borrower fails to pay any of its
                  Obligations under this Agreement or any of the other
                  Transaction Documents when such Obligations are due or are
                  declared due and such failure shall remain unremedied for one
                  Business Day; or

                           (b)      any representation or warranty made or
                  deemed to be made by the Borrower (or any of its officers)
                  under or in connection with this Agreement or any other
                  Transaction Document, or other information or report delivered
                  pursuant hereto or thereto shall prove to have been false or
                  incorrect in any material respect when made; or

                           (c)      the Borrower shall fail to perform or
                  observe any other term, covenant or agreement contained in any
                  Transaction Document on its part to be performed or observed
                  (other than in Section 5.12 hereof) and any such failure shall
                  remain unremedied for three Business Days after written notice
                  thereof shall have been received; or

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                           (d)      the Trustee, for the benefit of the Secured
                  Creditors, shall, for any reason, cease to have a valid and
                  perfected first priority security interest in any of the
                  Pledged Collateral; the Borrower shall, for any reason, cease
                  to have a valid and perfected first priority ownership
                  interest in each Financed Loan and Collections with respect
                  thereto; or

                           (e)      an Event of Bankruptcy shall have occurred
                  with respect to the Borrower; or

                           (f)      entry of a judgment or judgments in the
                  aggregate in excess of $100,000 against the Borrower which are
                  not (i) stayed, bonded, vacated, paid or discharged within 30
                  days after entry or (ii) fully covered by insurance as to
                  which the insurance carrier has acknowledged coverage to the
                  Borrower in writing within 30 days after entry; or

                           (g)      (i) any litigation (including, without
                  limitation, derivative actions), arbitration proceedings or
                  governmental proceedings not disclosed in writing by the
                  Borrower to the Agent and Concord prior to the date of
                  execution and delivery of this Agreement is pending against
                  the Borrower or any of its Affiliates [Affiliate hereof], or
                  (ii) any material development not so disclosed has occurred in
                  any litigation (including, without limitation, derivative
                  actions), arbitration proceedings or governmental proceedings
                  so disclosed, which, in the case of clause (i) or (ii), in the
                  opinion of the Agent and the Required Lenders, has a Material
                  Adverse Effect; or

                           (h)      the Internal Revenue Service shall file
                  notice of a lien pursuant to Section 6323 of the Internal
                  Revenue Code with regard to any of the assets of the Borrower
                  and such lien shall not have been released within 60 days, or
                  the Pension Benefit Guarantee Corporation shall, or shall
                  indicate its intention to, file notice of a lien pursuant to
                  Section 4068 of the Employee Retirement Income Security Act of
                  1974 with regard to any of the assets of the Borrower or any
                  of its Affiliates and such lien shall not have been released
                  within 60 days; or

                           (i)      a Servicer Event of Default shall have
                  occurred or any Servicing Agreement shall not be in full force
                  and effect for any reason, and, in either case, such Servicer
                  or Servicing Agreement, as the case may be, shall not be
                  replaced by a Servicer or a Servicing Agreement, as the case
                  may be, acceptable to the Agent and the Required Lenders
                  within 60 days of such event; provided, however, the foregoing
                  event shall not be an "Event of Default" hereunder in such
                  Servicer Event of Default arises under a Servicing Agreement
                  with a Servicer that is not an Affiliate of the Seller and
                  within the 30 days of the occurrence of such event, all
                  Financed Loans then serviced by such Servicer are released
                  from the Pledged Collateral in accordance with the terms of
                  this Agreement; or

                           (j)      at any time the sum of the aggregate
                  outstanding Principal Balance of all Financed Loans that are
                  Proprietary Loans exceeds 20% of the aggregate outstanding
                  Principal Balance of all Financed Loans; or

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                           (k)      the Borrower shall fail to perform or
                  observe the covenant set forth in Section 5.12 hereof; or

                           (1)      the occurrence of an event or circumstance
                  that has a Material Adverse Effect; or

                           (m)      at any time the sum of the aggregate
                  outstanding Principal Balance of Financed Loans serviced by
                  Servicers for which the reporting of financial information to
                  the Agent is not permitted under their Servicing Agreements
                  shall exceed 10% of the aggregate outstanding Principal
                  Balance of all Financed Loans; or

                           (n)      after [180] 90 days from any drawing by
                  Concord under the Liquidity Agreement, one or more Liquidity
                  Advances remain unpaid to the Liquidity Providers; or

                           (o)      information in any of the reports described
                  in Exhibits C, D or E hereof or in the reports described in
                  the Valuation Agent Agreement[,] shall prove to have been
                  false or incorrect in any material respect and such false or
                  incorrect information shall remain uncorrected for three
                  Business Days after written notice thereof shall have been
                  received; or

                           (p)      at any time the sum of the aggregate
                  outstanding Principal Balance of all Rehab-Consolidation Loans
                  exceeds 20% of the aggregate outstanding Principal Balance of
                  all Financed Loans;

                  then, and in any such event, the Agent or Required Lenders
                  may, by notice to the Borrower and the Trustee, declare the
                  Termination Date to have occurred, whereupon all of the
                  Obligations shall become immediately due and payable, except
                  that, in the case of any event described in subsection (e)
                  above, the Termination Date shall be deemed to have occurred
                  automatically upon the occurrence of such event and all of the
                  Obligations shall automatically become and be immediately due
                  and payable, without presentment, demand, protest or any
                  notice of any kind, all of which are hereby expressly waived
                  by the Borrower. Upon any such declaration or automatic
                  occurrence, the Trustee and the Required Lenders shall have,
                  in addition to all other rights and remedies under this
                  Agreement or otherwise, all other rights and remedies provided
                  to a secured party under the UCC of the applicable
                  jurisdiction and other applicable laws, which rights shall be
                  cumulative. The rights and remedies of a secured party which
                  may be exercised by the Trustee and/or the Required Lenders
                  pursuant to this Article VI shall include, without limitation,
                  the right, without notice except as specified below, to
                  solicit and accept bids for and sell the Pledged Collateral or
                  any part thereof in one or more parcels at a public or private
                  sale, at any exchange, broker's board or at any of the
                  Trustee's offices or elsewhere, for cash, on credit or for
                  future delivery, and upon such other terms as the Trustee or
                  the Required Lenders may deem commercially reasonable. Any
                  sale or transfer by the Trustee and/or the Required Lenders of
                  Financed Loans shall only be made to an Eligible Lender. The
                  Borrower agrees that, to the extent notice of sale shall be
                  required by law, 10 Business Days' notice to the Borrower of
                  the time and

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                  place of any public sale or the time after which any private
                  sale is to be made shall constitute reasonable notification
                  and that it shall be commercially reasonable for the Trustee
                  to sell the Pledged Collateral to an Eligible Lender on an "as
                  is" basis, without representation or warranty of any kind. The
                  Trustee shall not be obligated to make any sale of Pledged
                  Collateral regardless of notice of sale having been given and
                  may adjourn any public or private sale from time to time by
                  announcement at the time and place fixed therefor, and such
                  sale may, without further notice, be made at the time and
                  place to which it was so adjourned.

                           Notwithstanding the foregoing, upon (i) the
                  occurrence of an event described in subsection (n) above, and
                  (ii) declaration by the Agent or the Required Lenders, by
                  written notice to the Borrower and the Trustee, of the
                  occurrence of the Termination Date, and provided that no other
                  Event of Default shall then exist, the Trustee and the Lenders
                  shall forbear from exercising their rights and remedies as a
                  secured party to solicit and accept bids for and sell the
                  Financed Loans (A) for a period of fifteen (15) days after
                  such declaration, during which the Borrower may (but shall
                  have no obligation to) deliver written notice to the Agent and
                  Trustee of its intention to pay all of the Obligations (the
                  "Notice of Intention to Pay"), and (B) provided that the
                  Borrower has delivered the Notice of Intention to Pay within
                  such 15-day period, for a period of up to an additional thirty
                  (30) days, during which the Borrower may (but shall have no
                  obligation to) repay all of the Obligations, including,
                  without limitation, the aggregate amount of principal and
                  interest due on all Advances then outstanding, plus accrued
                  and unpaid interest which will be owing on such Advances upon
                  the date of the repayment of all of the Obligations, plus
                  interest which would accrue and be owing on any such Advances
                  owing to Concord through the end of all outstanding Interest
                  Periods. If (A) the Borrower shall fail to deliver the Notice
                  of Intention to Pay within such 15-day notice period, or (B)
                  after timely delivery of the Notice of Intention to Pay, the
                  Borrower shall fail to repay all of the Obligations within
                  such 30-day repayment period, then the Borrower's right and
                  option hereunder to repay the Obligations shall lapse and
                  expire and shall have no continuing force or effect, time
                  being of the essence. Except for such forbearance, the
                  Borrower's rights hereunder have no affect upon and shall not
                  alter or impair in any way the rights and remedies of the
                  Trustee and the Lenders pursuant to this Article VI. Neither
                  the granting to the Borrower of the rights hereunder to repay
                  all of the Obligations after declaration of the Termination
                  Date, nor the lapse or expiration of such rights, shall
                  constitute a waiver by the Borrower of any rights the Borrower
                  may have under the UCC of the applicable jurisdiction or other
                  applicable laws to repay the Obligations or to purchase the
                  Collateral in connection with a public sale.

                                   ARTICLE II

                               GENERAL PROVISIONS

         SECTION 2.01 DATE OF EXECUTION. Although this Amendment for convenience
and for the purpose of reference is dated and shall be effective as of September
29, 1999, the actual dates of execution by the Borrower, by Concord and by the
Trustee are as indicated by their respective acknowledgments hereto annexed.

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         SECTION 2.02 LAWS GOVERNING. It is the intent of the parties hereto
that this Amendment shall in all respects be governed by the internal law, and
not the law of conflicts, of the State of Illinois.

         SECTION 2.03 SEVERABILITY. If any covenant, agreement, waiver, or part
thereof contained in this Amendment shall be forbidden by any pertinent law or
under any pertinent law shall be effective to render this Amendment invalid or
unenforceable or to impair the lien hereof, then 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 COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. One or more counterparts
of this Amendment may be delivered by telecopier, with the intention that they
shall have the same effect as an original counterpart thereof.

                                   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 same force and
effect as if fully set forth herein and made again as of the date hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

                               THE BORROWER:

                               NHELP-I, INC.

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

                               Date --------------------------------------------

                               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 LENDER:

                               CONCORD MINUTEMEN CAPITAL COMPANY, LLC

                               By /s/ Thomas J. Irvin
                                  ----------------------------------------------
                                  Thomas J. Irvin, Manager

                               Date --------------------------------------------

                               c/o The Liberty Hampshire Company, LLC
                               227 West Monroe
                               Suite 4000
                               Chicago, Illinois 60606
                               Attn: Lisa Gajewski
                               (312)977-4583
                               Fax: (312)977-1699

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                               THE TRUSTEE:

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

                               Date 9/23/99

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

CONSENTED TO AND ACKNOWLEDGED:

THE AGENT:

MELLON BANK: N.A.

By /s/ Robert F. Wagner
   -------------------------------------
   Robert F. Wagner, Vice President

Date 9/19/99

Mellon Bank, N.A.
One Mellon Bank Center
Room 410
Pittsburgh, PA 15258
(412)234-0783
Fax: (412)236-6592

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