EXHIBIT 10.5



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                                  EXHIBIT 10.5

                    CONFIDENTIAL MATERIALS OMITTED AND FILED
                         SEPARATELY WITH THE SECURITIES
                            AND EXCHANGE COMMISSION.
                           ASTERISKS DENOTE OMISSIONS.

                                                                      EXECUTION
                                                                        4/18/02

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

                     AMENDED AND RESTATED GUARANTY AGREEMENT
                                     BETWEEN
                     THE EDUCATION RESOURCES INSTITUTE, INC.
                                       AND
                         BANK ONE, NATIONAL ASSOCIATION

         This Amended and Restated Guaranty Agreement (this "Agreement") is made
as of the Conversion Date (as defined below), by and between The Education
Resources Institute, Inc. ("TERI"), a private non-profit corporation organized
under Chapter 180 of the Massachusetts General Laws with its principal place of
business at 330 Stuart Street, Boston, Massachusetts 02116, and Bank One,
National Association ("Bank One"), a national banking association organized
under the laws of the United States and having its principal place of business
located at 100 East Broad Street, Columbus, Ohio 43215.

         WHEREAS, Bank One has established the EDUCATION ONE K-12 Loan Program,
the EDUCATION ONE Continuing Education Loan Program, the EDUCATION ONE
Undergraduate Loan Program, and EDUCATION ONE Graduate Loan Program
(collectively, the "Program") to assist students and parents in financing the
cost of education at private elementary and secondary schools and at various
institutions of higher education; and

         WHEREAS, pursuant to agreements between Bank One and The First
Marblehead Corporation ("FMC"), Bank One will originate loans conforming to the
Program ("Loans"); and

         WHEREAS, pursuant to such agreements between Bank One and FMC, FMC has
agreed to purchase or to cause to be formed one or more special purpose business
trusts or other entities (each an "SPE") to purchase promissory notes evidencing
Loans following origination; and

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

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



<PAGE>



         WHEREAS Bank One and TERI entered a Guaranty Agreement dated April 30,
2001 ("Old Guaranty Agreement"), and the parties wish to amend and restate the
Old Guaranty Agreement by their entry into this Amended and Restated Guaranty
Agreement to take effect as of the Conversion Date; and

         WHEREAS the parties intend that this Amended and Restated Guaranty
Agreement supersedes and replaces the Old Guaranty Agreement in its entirety and
that the guaranty of any and all Loans for applications received under the
Program on or after the Conversion Date, will be made under the terms and
conditions of this Amended and Restated Guaranty Agreement and not under the Old
Guaranty Agreement;

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

Section 1:        DEFINITIONS

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

1.1      "Agent" shall mean State Street Bank & Trust Company, its successors
         and assigns, in its capacity as Agent under the Deposit and Security
         Agreement among TERI, said State Street Bank & Trust Company, Bank One,
         and The First Marblehead Corporation, of even date herewith, as
         amended.

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

1.3      "Conversion Date" means the date on which TERI begins accepting
         applications on the new application/promissory note forms attached
         hereto for program codes EOP1IM, EOTUDP, EOTUIM, EOTUIO, EOTGDF, and
         EOTCDF. That date shall be May 13, 2002, unless TERI notifies Bank One
         in writing prior to May 13, 2002, of a different date, which date shall
         in no event be later than May 27, 2002.

1.4      "Due Diligence" shall mean the utilization by Bank One of policies,
         practices and procedures in the origination, servicing and collection
         of Loans that comply with the standards set forth in the Program
         Guidelines and with the requirements of federal and state law and
         regulation.

1.5      "Guaranty Event" shall mean any of the following events:

         a.       failure of the Borrower to make monthly principal and/or
                  interest payments on a Loan when due, provided such failure
                  persists for a period of one hundred fifty (150) consecutive
                  days,



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<PAGE>



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

         c.       the death of the Borrower.

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

1.6      "Loan" shall mean a loan of funds, including all disbursements thereof,
         made by Bank One under the Program.

1.7      "Note Purchase Agreement" means the amended and restated agreement of
         that name between Bank One and FMC dated as of May 1, 2002, as amended
         from time to time.

1.8      "Pledged Account" shall mean the account held by the Agent pursuant to
         the Deposit and Security Agreement dated April 30, 2001, among TERI,
         FMC, the Agent, and Bank One, as amended.

1.9      "Program Guidelines" shall mean the (i) Underwriting, Origination and
         Loan Term Guidelines for EDUCATION ONE K-12 Loan Program, EDUCATION ONE
         Undergraduate Loan Program, EDUCATION ONE Graduate Loan Program, and
         EDUCATION ONE Continuing Education Loan Program, a copy of which is
         attached hereto as Exhibit A; (ii) the TERI Servicing Guidelines, a
         copy of which is attached hereto as Exhibit B; and (iii) the Promissory
         Notes, and all changes thereto as provided in Section 7 hereof. The
         Program Guidelines are hereby incorporated in this Agreement by
         reference and made a part hereof.

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

Section 2:        GUARANTEE OF LOANS

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



                                       3
<PAGE>



         name of the Borrower and the type of Guaranty Event that has occurred
         accompanied by the full claim documentation required in the Program
         Guidelines.

2.2      TERI's guaranty is conditioned upon the following:

         a.       Bank One must have filed its claim for guaranty payment within
                  the time period and following the procedures specified in the
                  Program Guidelines.

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

         c.       Bank One shall have paid to TERI the Initial Guaranty Fee (as
                  defined in Section 3.3.a below) for the Loan in question, and
                  shall have paid to the Agent, either directly or through its
                  origination agent, any Subsequent Guaranty Fee (as defined in
                  Section 3.3.b below) for the Loan in question which is due and
                  payable as provided in Section 3.3.b below.

         d.       TERI must have received from Bank One the original Promissory
                  Note, or a lost note affidavit or other acceptable and
                  admissible evidence of the Loan, enforceable against the
                  Borrower (except as provided in this Section 2.2(d) and in
                  Section 2.3 below), endorsed to TERI in such manner as to
                  transfer to TERI all rights in and title to such Promissory
                  Note and Loan, and to Bank One's knowledge free and clear of
                  all liens and encumbrances, and of all defenses,
                  counterclaims, offsets, and rights of rescission that might be
                  raised by the Borrower. Submission of a claim to TERI shall
                  constitute Bank One's certification that the conditions of
                  2.2.b. and 2.2.d. have been met, and TERI is entitled to rely
                  on such certification.

         Subsections 2.2.b. and 2.2.d above notwithstanding, if a Loan submitted
         for guaranty was originated by TERI on behalf of Bank One pursuant to a
         Loan Origination Agreement between the parties, (i) TERI will not deny
         Bank One's guaranty claim on such Loan to the extent the basis for
         denial is a violation of the Program Guidelines, a violation of
         Massachusetts or federal law committed by TERI in the origination
         process, or a violation of other law that would have been avoided had
         TERI followed procedures for compliance with such law stipulated by
         Bank One pursuant to Section 8(b) of the Loan Origination Agreement,
         and (ii) TERI will have no recourse against Bank One in the event that
         TERI's actions or omissions in the origination process (other than (A)
         its use of certain forms to comply with law other Massachusetts or
         federal law, or (B) actions or omissions stipulated by Bank One
         pursuant to said Section 8(b) of the Loan Origination Agreement), shall
         have given rise to a defense in favor of the Borrower in a suit on the
         Promissory Note or Loan.



                                       4
<PAGE>



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

2.4      If TERI properly denies Bank One's claim on any Loan on the grounds of
         Due Diligence deficiencies, Bank One may thereafter require that TERI
         reinstate the guaranty of such Loan if (a) Bank One corrects such
         deficiencies and receives three (3) consecutive full on-time monthly
         payments from the Borrower, according to any schedule permitted by the
         Program Guidelines, and if at the time of Bank One's request the
         Borrower is within sixty (60) days of being current on all principal
         and interest payments on such Loan, or (b) Bank One satisfies any other
         method of cure set forth in the Program Guidelines.

2.5      TERI's guaranty hereunder is a continuing and absolute guaranty of
         payment and not merely of collection, covering Loans made in accordance
         herewith either (i) prior to termination of this Agreement, or (ii)
         based upon applications received by Bank One prior to such termination;
         and shall not affect TERI's obligations to Bank One then existing,
         whether direct or indirect, absolute or contingent, then due or
         thereafter to become due.

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

2.7      During the term of this Agreement, TERI agrees to adhere to Bank One
         Information Security Standards attached hereto as Exhibit E.
         Notwithstanding any other provision of this Agreement, TERI shall
         permit Bank One to audit its operations for compliance with the
         Information Security Standards, upon reasonable notice from Bank One.

2.8      TERI will permit Bank One, any duly designated representative of Bank
         One, or any governmental body having jurisdiction over Bank One
         (subject to written notice being provided to TERI by Bank One
         identifying the requesting party and the date of the review), to
         examine and audit TERI's books and records, systems, controls,
         processes and procedures related to the Loans, at any time during
         TERI's regular business hours, provided that in the case of
         examinations by Bank One or its representative absent good cause (i)
         TERI must be given ten (3) business days' prior written notice and,
         (ii) no more than two such audits may be conducted with respect to any
         twelve-month period or will take place in any twelve-month period. In
         no event will any audit be performed during



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         July, August, September, or October in any year except at the request
         of a regulatory authority having jurisdiction over Bank One. Regulatory
         agencies can have access to TERI's books and records, systems,
         controls, processes and procedures when they deem necessary without
         prior notice. TERI will also provide Bank One with a copy of its
         audited financial statement or other third party audits within ten (10)
         days of same becoming available. Notwithstanding any other provision of
         this Agreement, TERI shall permit Bank One to audit its operations for
         compliance with the Information Security Standards, upon reasonable
         notice from Bank One.

2.9      If TERI should violate any material term of this Agreement, it will be
         liable to Bank One for all loss, cost, damage, and expense sustained by
         Bank One as a result. TERI will indemnify Bank One and hold it harmless
         from and against any loss, cost, damage and expense that Bank One may
         suffer as a result of claims arising out of TERI's actions or omissions
         relative to Bank One's participation in the Program. "Expense"
         includes, without limitation, Bank One's reasonable attorney's fees.
         TERI will further indemnify Bank One and hold it harmless from and
         against any claim brought against Bank One by any Borrower or third
         party based on actions or omissions of Bank One that were consistent
         with the Program Guidelines. The foregoing notwithstanding, TERI will
         not be liable to Bank One under any provision of this Agreement for
         special or consequential damages including but not limited to lost
         profits, even if advised in advance of the possibility of such damages,
         or for exemplary or punitive damages, provided that such exclusions
         shall not apply to the indemnification against an award of such damages
         pursuant to a third party claim.

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

2.11.    This Amended and Restated Guaranty Agreement supersedes and replaces
         the Old Guaranty Agreement and all amendments thereto in their entirety
         and the guaranty of any Loans for which applications are received on or
         after the Conversion Date will be made under the terms and conditions
         of this Amended and Restated Guaranty Agreement and not under the Old
         Guaranty Agreement; provided, however, that the Third Amendment to
         Program Agreements, dated November 1, 2001, remains in full force and
         effect. The Old Guaranty Agreement shall continue to govern the
         guaranty of Loans for which applications are received prior to the
         Conversion Date.

Section 3:        OBLIGATIONS OF THE LENDER

3.1      In originating, servicing, disbursing, and collecting Loans, Bank One
         will comply, and cause its servicer and others acting on its behalf to
         comply with all applicable requirements of federal and state laws and
         regulations.



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3.2      Bank One will use Promissory Notes, Loan applications, disclosure
         statements, and other forms to which the parties may agree from time to
         time in written, faxed, or e-mailed communications or documents. The
         forms of application and Promissory Note attached as part of the
         Program Guidelines, and the form of disclosure statement attached
         hereto as part of the Program Guidelines, are agreed to be satisfactory
         to both parties. Without limiting the generality of Section 3.1, Bank
         One warrants the conformity of such instruments and any agreed
         successors thereto with all applicable and material legal requirements,
         other than those of federal and Massachusetts law and regulation.

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

         a.       At the time of each disbursement of the Loan, Bank One will
                  promptly remit to TERI [**] percent ([**]%) of the principal
                  amount of Loan disbursed (the "Initial Guaranty Fee").

         b.       At such times as are set forth in Schedule 3.3 attached hereto
                  and incorporated herein by reference, Bank One will remit to
                  the Agent, or cause TERI as originating agent to remit to the
                  Agent, for deposit in the Pledged Account, such additional
                  fees as are set forth in Schedule 3.3 ("Subsequent Guaranty
                  Fee"). In the event that a Guaranty claim is made with respect
                  to a Loan before a Subsequent Guaranty Fee is scheduled to be
                  paid by Bank One, for such Loan, the Subsequent Guaranty Fee
                  shall become immediately due and payable. In the event that a
                  loan is prepaid in full prior to the date that a Subsequent
                  Guaranty Fee is scheduled to be paid Bank One for such Loan,
                  the Subsequent Guaranty Fee shall nevertheless become due and
                  payable at the time that would have applied if such prepayment
                  had not occurred. For example, if a Subsequent Guaranty Fee is
                  due at the time of a Securitization Transaction and a Loan is
                  prepaid before it is eligible for Securitization, then the
                  Subsequent Guaranty Fee with respect to such Loan shall become
                  due at the first Securitization Transaction when such Loan
                  would have been eligible for inclusion, had prepayment not
                  occurred.

         c.       Anything in the Program Guidelines to the contrary
                  notwithstanding, if Bank One is required under the terms of a
                  Promissory Note to refund all or part of the fees collected
                  from the Borrower, all or part of which are used to pay the
                  Guaranty Fee, to a Borrower, TERI will refund all or part of
                  the Initial Guaranty Fee and the Agent will refund all or part
                  of any Subsequent Guaranty Fee it has received to Bank One
                  upon being so advised in writing.

         Failure to remit a Guaranty Fee within thirty (30) days of the time set
         forth above will not be a breach of this Agreement but will vitiate
         TERI's guaranty of the Loan concerned.

3.4      If TERI shall have purchased a Loan due to the occurrence or alleged
         occurrence of a Guaranty Event described in Section 1.5.a and/or 1.5.b
         above, Bank One will promptly repurchase such Loan from TERI, (i) if
         TERI succeeds, after purchase, in obtaining from the Borrower three
         full consecutive on-time monthly payments, according to any schedule
         permitted by the Program Guidelines, provided that on the date of
         TERI's notice



                                       7
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         to repurchase, the Borrower is within thirty (30) days of being current
         on his or her payments on such Loan; provided that this repurchase
         obligation may be invoked by TERI only once as to any Loan; or (ii)
         subject to Section 2.3 and the last sentence of 2.2 above, if TERI
         should determine that the Loan does not meet the conditions set forth
         in subsections (b), (c) and (d) of Section 2.2 above.

3.5      All to the extent permitted by applicable law, Bank One will deliver to
         TERI such reports, documents, and other information concerning the
         Loans as Bank One receives from TERI in its capacity as originator of
         the Loan and from the Servicer and permit independent auditors or
         authorized representatives of TERI, and permit governmental agencies,
         if any, having regulatory authority over TERI, to have access to the
         operational and financial records and procedures directly applicable to
         Loans and to Bank One's participation in the Program.

3.6      If Bank One should violate any material term of this Agreement, it will
         be liable to TERI for all loss, cost, damage, and expense sustained by
         TERI as a result. Bank One will indemnify TERI and hold it harmless
         from and against all loss, cost, damage, and expense that TERI may
         suffer as a result of claims arising out of Bank One's actions or
         omissions relative to Bank One's participation in the Program unless
         such actions or omissions are in compliance with this Agreement. Bank
         One will similarly indemnify TERI with respect to any defenses arising
         from Bank One's violation of or failure to comply with any material
         law, regulation, or order, or any term of this Agreement, that may be
         raised by a Borrower to any suit upon a Promissory Note or Loan.
         "Expense" includes, without limitation, TERI's reasonable attorney's
         fees. The foregoing notwithstanding, Bank One will not be liable to
         TERI under any provision of this Agreement for special or consequential
         damages including but not limited to lost profits, even if advised in
         advance of the possibility of such damages, or for exemplary or
         punitive damages, provided that such exclusions shall not apply to the
         indemnification against an award of such damages pursuant to a third
         party claim.

Section 4:        INTENTIONALLY OMITTED

Section 5:        REPRESENTATIONS AND WARRANTIES

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



                                       8
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         obligation of the parties, enforceable in accordance with its terms
         subject to bankruptcy and insolvency laws. The warranties given herein
         shall survive any termination of this Agreement.

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

Section 6:        MISCELLANEOUS

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

6.2      Each party's respective rights, remedies, powers, privileges, and
         discretions ("Rights and Remedies") shall be cumulative and not
         exclusive. No delay or omission by either party in exercising or
         enforcing any of its Rights and Remedies shall operate as to constitute
         a waiver of them. No waiver by a party of any default under this
         Agreement shall operate as a waiver of any subsequent or other default
         under this Agreement. No single or partial exercise by a party of any
         of its Rights and Remedies shall preclude the other or further exercise
         of such Rights and Remedies. No waiver or modification by a party of
         the Rights and Remedies on any one occasion shall be deemed a
         continuing waiver. A party may exercise its various Rights and Remedies
         at such time or times and in such order of preference as it in its sole
         discretion may determine.

6.3      This Agreement represents the entire understanding of the parties with
         respect to the subject matter hereof. This Agreement, together with any
         contemporaneous contract concerning credit analysis or other loan
         origination functions, supersedes all prior communications whatsoever
         between the parties relative in any way to Loans or Bank One's
         participation in the Program. This Agreement may be modified only by
         written agreement of the parties hereto, except as may otherwise be set
         forth herein.

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

6.5      Throughout the term of this Agreement, TERI shall maintain a disaster
         recovery plan and the capacity to execute such plan. On an annual
         basis, and upon request by Bank One, TERI shall provide Bank One with
         an executive summary of TERI's most current disaster recovery plan and
         a detailed description of the disaster recovery plan test results. Upon
         the occurrence of any disaster requiring use of TERI's disaster
         recovery plan, TERI shall promptly notify Bank One of same, and TERI
         shall provide to Bank One equal access as TERI's other customers in the
         provision of the Services contemplated by this Agreement. Bank One
         shall forward to TERI a copy of any disaster recovery plan provided to
         Bank One by the servicer or any notice of the occurrence of a disaster
         by the



                                       9
<PAGE>



         servicer, consistent with the permission granted in the agreement
         between Bank One and the servicer to provide such information to TERI.
         Subject to the foregoing, no party hereto shall be responsible for, or
         in breach of this Agreement if it is unable to perform as a result of
         delays or failures due to any cause beyond its control, howsoever
         arising, and not due to its own act or negligence and that cannot be
         overcome by the exercise of due diligence. Such causes shall include,
         but not be limited to, labor disturbances, riots, fires, earthquakes,
         floods, storms, lightning, epidemics, wars, civil disorder,
         hostilities, expropriation or confiscation of property, failure or
         delay by carriers, interference by civil and military authorities
         whether by legal proceeding or in fact and whether purporting to act
         under some constitution, decree, law or otherwise, acts of God and
         perils of the sea.

6.6      This Agreement shall be governed by and construed in accordance with
         the laws of the State of New York, without regard to the conflict of
         laws provisions thereof.

6.7      This Agreement will be binding on the parties' respective successors
         and assigns. It may not be assigned by either party without the other's
         written consent, which will not be unreasonably withheld, provided
         that: (a) Bank One may assign any Loan, together with the provisions
         hereof as applicable to such Loan, to FMC or any SPE; and (b) TERI may
         sub-contract any administrative obligations necessary or convenient to
         TERI to perform its obligations hereunder to FMC or any subsidiary or
         affiliate of FMC, so long as such sub-contractor shall be obligated to
         comply with this Agreement and so long as TERI is not relieved of any
         obligation as result of the sub-contracting; and (c) Bank One may
         assign its rights and obligations under this Agreement to any of its
         Affiliates that is a national banking association or state-chartered
         bank having the legal power and right under applicable law (including,
         without limitation, usury law in the State where it is located) to make
         educational loans conforming to the Program Guidelines to borrowers
         located in all states and territories of the United States.

6.8      Notice for any purpose hereunder may be given by any means requiring
         receipt signature, or by facsimile transmission confirmed by first
         class mail.

6.9      Notice for any purpose hereunder may be given by any means requiring
         receipt signature, or by facsimile transmission confirmed by first
         class mail. In the case of TERI, notices should be sent to its
         President, and if by fax, to (617) 451-9425, or to its Senior Vice
         President-Loan Programs, Fax No. (617) 422-8880. In the case of Bank
         One, notices should be sent to the following:

         Bank One, N.A.
         Myra Busch Goetz
         Vice President
         1111 Polarais Parkway
         OH1-0246
         Columbus, OH 43240
         Fax No.: 614 217-5781

         With a copy to:



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<PAGE>



         Education One Group
         11100 USA Parkway
         Indianapolis, Indiana 46038
         Attn: Joseph F. Sergi
         Fax No.: 317-578-6082

         Either party may from time to time change the person, address or fax
         number for notice purposes by formal notice to the other party.

6.10     The name of EDUCATION ONE and the loan product designated as EDUCATION
         ONE shall at all times be the sole property of Bank One, subject to any
         license granted by Bank One, and TERI shall acquire no interest in such
         name by virtue of this Agreement. During the term of this Agreement,
         however, Bank One shall use the EDUCATION ONE trademark and service
         mark only for Loans guaranteed hereunder.

6.11     This Agreement contains the entire understanding of the parties
         relating to this subject matter. It will be binding on and inure to the
         benefit of the parties' respective successors and assigns, provided
         that it may not be assigned by either party without the other's prior
         consent. Bank One may assign its interests in this Agreement (i) as it
         concerns any Loan originated hereunder, to any entity to which it
         assigns such Loan permissibly under the Guaranty Agreement, or (ii) to
         any of its affiliates or subsidiaries without consent; however, Bank
         One must notify TERI, in writing, of the assignment at least thirty
         days prior to the transfer.

6.12     TERI recognizes and hereby expressly agrees that this Agreement in no
         way prohibits Bank One from making education loans not guaranteed
         hereunder so long as, during the term of this Agreement, such loans are
         not marketed or made under the EDUCATION ONE trademark and service
         mark. Subject to such trademark and service mark restriction, Bank One
         retains the ability to contact, negotiate terms with, and enter into
         contracts with any other third party, including any competitor of TERI,
         at any time, without notice to TERI, and without incurring liability
         therefor.

6.13     Each party's respective rights, remedies, powers, privileges, and
         discretion's ("Rights and Remedies") will be cumulative and not
         exclusive. No delay or omission by either party in exercising or
         enforcing any of its Rights and Remedies will operate as or constitute
         a waiver of them. No waiver by a party of any default under this
         Agreement will operate as a waiver of any subsequent or other default
         under this Agreement. No single or partial exercise by a party of any
         of its Rights and Remedies will preclude the other or further exercise
         of such Rights and Remedies. No waiver or modification by a party of
         the Rights and Remedies on any one occasion will be deemed a continuing
         waiver. A party may exercise its various Rights and Remedies at such
         time or times and in such order of preference as it in its sole
         discretion may determine.

6.14     This Agreement may be modified only by written agreement of the parties
         hereto, except as may otherwise be set forth herein.



                                       11
<PAGE>



6.15     If any provision of this Agreement is declared or found to be illegal,
         unenforceable or void, then both parties shall be relieved of all
         obligations arising under such provision, but only to the extent that
         such provision is illegal, unenforceable or void, it being the intent
         and agreement of the parties that this Agreement shall be deemed
         amended by modifying such provision to the extent necessary to make it
         legal and enforceable while preserving its intent or, if that is not
         possible, by substituting therefor another provision that is legal and
         enforceable and achieves the same objective.

6.16     Should TERI outsource or subcontract some or all of its administrative
         functions, no such outsourcing or subcontracting shall relieve TERI of
         it obligations under this Agreement. TERI will advise Bank One in
         writing of any outsourcing or subcontracting that would alter the
         manner in which, or the person(s) to whom, communications concerning
         originations should be made.

6.17     TERI shall not use any trade name, trademark, service mark, or any
         other information which identifies Bank One or EDUCATION ONE in TERI's
         sales, marketing, publicity activities, including but not limited to,
         interview with representatives of any written publication, television
         station or network, or radio station or network, without the prior
         written consent of Bank One Corporate Communication Department or a
         designated agent of Bank One.

Section 7:        CHANGES TO PROGRAM GUIDELINES

The parties agree that the Program Guidelines will need to be updated and
modified to respond to changed conditions from time to time. The parties intend
to make such modifications in a manner that does not interfere with the ordinary
advertising and origination cycle for education loans. Amendments necessary to
meet state or federal regulatory requirements may be made at any time. With
respect to all other changes, the parties shall exchange requests for
modification of the Program Guidelines, including without limitation any
requested changes to the provisions of the Program Guidelines concerning the
Guaranty Fees, in the first part of the first calendar quarter of each year.
Each party shall respond in writing to proposals from the other within 30 days,
in writing, and both parties will attempt to resolve any differences within 30
days after receiving a response to a request. All modifications must be mutually
acceptable. Any modifications approved by the parties and not requiring system
adjustments by Bank One's loan servicer shall take effect within thirty (30)
days after approval. Modifications requiring system adjustments by Bank One's
loan servicer shall take effect as soon after approval as such servicer shall be
able to adjust its systems to accept loans made on the modified terms. The
parties shall use their best efforts to conclude all negotiations of proposed
changes prior to May 1 of each year. The foregoing process shall not apply to
modification of the Servicing Guidelines, which are subject to a modification
process contained therein. Notwithstanding the foregoing, with respect to
modification of note forms, applications, and related materials for prescreened
marketing or other marketing campaigns, the parties may agree to supplemental
forms and procedures as often as they desire. Upon approval of such forms in
writing (which may include a fax or an email) by Bank One such additional forms
and procedures shall be subject to the representation and warranty contained in
Section 3.2 of this Agreement.



                                       12
<PAGE>



Section 8:        TERM AND TERMINATION

8.1      The initial term of this Agreement shall commence on the Conversion
         Date, and shall continue through April 30, 2004. Thereafter, this
         Agreement shall automatically renew for successive two-year terms
         unless either party provides written notice of non-renewal and
         termination not less than ninety (90) days prior to the end of the
         then-current term.

8.2      In the event that the parties are unable to agree on a proposed
         modification to the Program Guidelines as provided in Section 7, above,
         the party proposing the modification shall have the option of
         terminating this Agreement by providing written notice of termination
         to the other party. Such termination will be effective on the following
         May 1.

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

8.4      Any controversy or claim between the parties arising from or in
         connection with this Agreement or the relationship of the parties under
         this Agreement whether based on contract, tort, common law, equity,
         statute, regulation, order or otherwise, and whether arising before or
         after the termination of this Agreement ("Dispute") shall be resolved
         as follows:
                  (1) Upon written request of either party, the parties will
         each appoint a designated representative whose task it will be to meet
         for the purpose of endeavoring to resolve such Dispute.
                  (2) The designated representatives shall meet as often as the
         parties reasonably deem necessary to discuss the problem in an effort
         to resolve the Dispute without the necessity of any formal proceeding.
                  (3) Arbitration proceedings for the resolution of a Dispute
         may not be commenced until the earlier of (i) when the designated
         representatives conclude in good faith that amicable resolution through
         continued negotiation of the matter does not appear likely; or (ii) the
         expiration of the thirty (30) day period immediately following the
         initial request to negotiate the Dispute.

8.5      The parties acknowledge that this Agreement evidences a transaction
         involving interstate commerce. Any controversy or claim arising out of
         or relating to this Agreement, or the breach of the same, shall be
         settled through consultation and negotiation in good faith and a spirit
         of mutual cooperation under Section 8.4. However, if those attempts
         fail, the parties agree that any misunderstandings or disputes arising
         from this Agreement shall be decided by binding arbitration which shall
         be conducted, upon request by either party, in New York, New York,
         before one (1) arbitrator designated by the American Arbitration
         Association (the "AAA"), in accordance with the terms of the Commercial
         Arbitration Rules of the AAA, and, to the maximum extent applicable,
         the United States Arbitration Act (Title 9 of the United States Code).
         The arbitrator shall be required to make detailed



                                       13
<PAGE>



         findings of fact and conclusions of law. Notwithstanding anything
         herein to the contrary, either party may proceed to a court of
         competent jurisdiction to obtain equitable relief at any time.

8.6      If either party is in breach hereof, the other may terminate this
         agreement upon thirty (30) days' written notice, unless the breach is
         cured within that thirty-day period. If the breach is governed by
         Section 6.5 herein ("Force Majeure"), the 30-day cure period will be
         extended day-for-day by the number of days, not to exceed 60, that the
         party is prevented from performing by circumstances beyond its
         reasonable control.

8.7      Termination shall be prospective only and shall not affect the
         obligations of the parties hereto, which were incurred prior to such
         termination or any of the warranties and indemnities contained herein
         or the provisions of Section 9 below (regarding confidentiality). In no
         event shall Bank One be entitled to sue for specific performance of
         this Agreement by TERI with respect to the guaranty of Loans other than
         those as to which a binding commitment shall have been made prior to
         the sending of notice of termination of this Agreement.

Section 9:        CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

9.1      TERI and Bank One each acknowledge that in the course of the operations
         contemplated by this Agreement, and in the course of communications
         relative to this Agreement, it has received and will receive
         information concerning the other's finances, business plans, business
         methods, and the like that is not generally known in the student loan
         industry ("Confidential Information"). Each party will respect and use
         all reasonable efforts to maintain the confidentiality of the other's
         Confidential Information unless and until such information becomes
         generally known through no fault of the receiving party. Without
         limiting the foregoing, TERI may disclose any of Bank One's
         Confidential Information to any entity to which TERI subcontracts its
         obligations under this Agreement pursuant to Section 6.7(b) hereof.

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

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



                                       14
<PAGE>



9.4      Both TERI and Bank One have made and will continue throughout the term
         of this Agreement to make available to the other party confidential and
         proprietary materials and information ("Proprietary Information").
         Prospectively, each party shall advise the other of material and
         information that is confidential and/or proprietary. All material and
         information provided by either party to the other relating to the
         business, policies, procedures, customs, forms, customers and
         strategies of the providing party or any of its affiliates, including
         information previously divulged or delivered to the other party
         regarding the aforementioned subject matter is hereby designated as
         confidential and proprietary and shall be considered to be Proprietary
         Information. It is understood that the obligations set forth in this
         Section do not apply to materials or information that: (i) are already,
         or otherwise become, generally known by third parties as a result of no
         act or omission of the receiving party; (ii) subsequent to disclosure
         hereunder are lawfully received from a third party having the right to
         disseminate the information without restriction on disclosure; (iii)
         are generally furnished to others by the disclosing party without
         restriction on disclosure; (iv) were already known by the receiving
         party prior to receiving them from the disclosing party and were not
         received from a third party in breach of that third party's obligations
         of confidentiality; or (v) are independently developed by the receiving
         party without the use of Proprietary Information of the disclosing
         party.

9.5      Each party shall maintain the confidentiality of the other party's
         Proprietary Information and will not use or disclose such Proprietary
         Information without the prior written consent of the other party.
         Notwithstanding the foregoing, either party may disclose the other's
         Proprietary Information to its affiliates, agents, and other third
         parties on a need-to-know basis, provided that such parties are under a
         similar obligation to maintain the confidentiality of such Proprietary
         Information.
9.6      Further, each party may disclose the other's Proprietary Information in
         a judicial or quasi-judicial proceeding when required to do so by law
         when responding to a subpoena, deposition notice or similar judicial or
         governmental demand; in such situations, however, the party being
         requested to disclose the other's Proprietary Information shall
         endeavor to provide notice to the other party whereby the other party
         may intervene in the proceeding, if it wishes, and endeavor to prevent
         such disclosure. Additionally, each party may disclose the other's
         Proprietary Information to the various regulatory agencies having
         jurisdiction over the disclosing party.

9.7      Notwithstanding any contrary provision of this Agreement, as long as
         each party protects the Proprietary Information of the other, neither
         the exposure to the other party's Proprietary Information, nor its
         ownership of work products, shall prevent either party from using
         ideas, concepts, expressions, know-how, skills and experience possessed
         by either party prior to its association with the other party or
         developed by either party during its association with the other party,
         so long as the Proprietary Information of the other party is not used.

9.8      All capitalized terms used in this subsection and not otherwise defined
         shall have the meanings set forth in the Federal "Privacy of Consumer
         Financial Information" Regulation (12 CFR Part 40), as amended from
         time to time (the "Privacy Regulation"),



                                       15



         issued pursuant to Section 504 of the Gramm-Leach-Bliley Act (15 U.S.C.
         6801 et seq.). The parties acknowledge that the Privacy Regulation
         governs disclosures of nonpublic personal information about consumers.

                  a.       TERI hereby represents and warrants as follows with
                           respect to any Nonpublic Personal Information
                           released to TERI by Bank One

                           (A) TERI controls access to the network on which any
                           such Nonpublic Personal Information is stored,
                           through the compliance with and utilization of its
                           information security measures which restrict access;
                           and

                           (B) TERI's information security measures are
                           consistent with Bank One's Information Security
                           Standards, a copy of which are attached hereto as
                           Exhibit E.

                  b.       TERI hereby agrees that it shall:

                           (A) Comply with the terms and provisions of the
                           Privacy Regulation, including, without limitation,
                           the provisions regarding the sharing of Nonpublic
                           Personal Information (as defined in the Privacy
                           Regulation);

                           (B) Not disclose or use any Nonpublic Personal
                           Information that it obtains from Bank One except to
                           carry out the purposes for which Bank One provided
                           such Nonpublic Personal Information, or as otherwise
                           permitted by the Privacy Regulation and other
                           applicable laws;

                           (C) Comply with Bank One's Information Security
                           Standards;

                           (D) Not make any changes to its security measures
                           that would increase the risk of an unauthorized
                           access; and

                           (E) Not disclose any Nonpublic Personal Information
                           disclosed to TERI by Bank One to any other entity,
                           except as follows:

                                 (1)      To Bank One's Affiliates, with the
                                          prior consent of Bank One.

                                 (2)      To TERI's affiliates, provided, that
                                          its affiliates may, in turn, disclose
                                          and use the information only to the
                                          extent that TERI may disclose and use
                                          the information;

                                 (3)      To an unaffiliated third party, in the
                                          ordinary course of business in order
                                          to carry out the activity for which
                                          the information was disclosed to TERI
                                          pursuant to one of the following
                                          exceptions to the Privacy Regulation:

                                          (i) as necessary to effect, administer
                                          or enforce a transaction that a
                                          consumer requests or authorizes;

                                          (ii) in connection with servicing or
                                          processing a financial product or
                                          service that a consumer requests or
                                          authorizes, or maintaining or
                                          servicing the consumer's account with
                                          Bank One;

                                          (iii) with the consent or at the
                                          direction of the consumer; or

                                          (iv) to protect the confidentiality or
                                          security of Bank One's records
                                          pertaining to the consumer, service,
                                          product or transaction; to protect
                                          against or prevent actual or potential
                                          fraud, unauthorized transactions,
                                          claims or other liability; for
                                          required institutional risk control;
                                          for resolving consumer disputes or
                                          inquiries; to persons holding a legal
                                          or beneficial interest relating to the
                                          consumer, or acting in a fiduciary or
                                          representative capacity on behalf of
                                          the consumer; to provide information
                                          to insurance rate advisory
                                          organizations, guaranty funds or
                                          agencies, or Bank One's attorneys,
                                          accountants and auditors; to the
                                          extent specifically permitted or
                                          required under other provisions of
                                          law, to law enforcement agencies, a
                                          state insurance authority,
                                          self-regulatory organizations or for
                                          an investigation on a matter related
                                          to public safety; to a consumer
                                          reporting agency in accordance with
                                          the Fair Credit Reporting Act; to
                                          comply with Federal, State or local
                                          laws, rules and other applicable legal
                                          requirements, or a properly authorized
                                          civil, criminal or regulatory
                                          investigation, or subpoena or summons;
                                          or to respond to judicial process or
                                          government regulatory authorities
                                          having jurisdiction over Bank One for
                                          examination, compliance or other
                                          purposes as authorized by law.

                  c.       At any time, upon Bank One's request, TERI shall
                           return to Bank One all Nonpublic Personal Information
                           in its possession to which it is not entitled in its
                           capacity as guarantor or owner of the loan. TERI
                           agrees that money damages would not be a sufficient
                           remedy for any breach of this Section and that Bank
                           One shall be entitled to seek injunctive or other
                           equitable relief to remedy or prevent any breach or
                           threatened breach of this Section by TERI. Such
                           remedy shall not be the exclusive remedy for any
                           breach of this Section, but shall be in addition to
                           all other rights and remedies available to Bank One
                           at law or in equity. Finally, Bank One shall be under
                           no obligation to take any action which, within Bank
                           One's reasonable judgment, would constitute a
                           violation of the Privacy Regulation or its internal
                           privacy policies.



                                       17
<PAGE>



                  d.       TERI shall permit Bank One to audit its operations
                           for compliance with Bank One's Information Security
                           Standards, upon reasonable notice from Bank One.

                  e.       Notwithstanding any other term to the contrary
                           contained herein, this Section regarding Privacy of
                           Consumer Financial Information shall survive any
                           termination, cancellation, expiration and/or
                           rescission of this Agreement.

9.9      Nothing herein will be construed to prohibit TERI from making, during
         or after the term of this Agreement, any use or disclosure of
         information concerning applicants or Borrowers so long as the identity
         of the applicant or Borrower, and the identity of Bank One as the
         lender, cannot be discerned by any third party to which such disclosure
         is made. Without limitation of the foregoing, TERI will be free to sell
         to The First Marblehead Corporation statistical abstracts of
         de-identified data based on the Loans guaranteed under this Agreement.

9.10     This Agreement may be executed in counterparts, all of which taken
         together shall constitute one and the same instrument.

Section 10:       INSURANCE

         TERI shall maintain insurance coverage of the types and in the amounts
as set forth in Exhibit F.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.



                                       18
<PAGE>



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


THE EDUCATION RESOURCES             BANK ONE, NATIONAL ASSOCIATION
INSTITUTE, INC.

By: /Ann S. Coles/                  By:  /Myra Busch Goetz/
    --------------------------           --------------------------------------

Print Name: Ann S. Coles            Print Name: Myra Busch Goetz
            ------------------                  -------------------------------

Title: Acting President             Title: Vice President, Education Lending
       -----------------------             ------------------------------------



                                       19
<PAGE>



TABLE OF EXHIBITS AND SCHEDULES

Exhibit           A: Underwriting, Origination and Loan Term Guidelines for
                  EDUCATION ONE K-12 Loan Program, EDUCATION ONE Undergraduate
                  Loan Program, EDUCATION ONE Graduate Loan Program, and
                  EDUCATION ONE Continuing Education Loan Program

Exhibit B:        TERI Servicing Guidelines

Exhibit C:        Forms of Application and Promissory Note

Exhibit D:        Form of Truth-in-Lending Disclosure

Exhibit E:        Bank One Information Security Standards

Exhibit F:        Insurance Requirements


Schedule 3.3:     TERI Guaranty Payment Structure by Product



                                       20
<PAGE>



                                    EXHIBIT A

    UNDERWRITING, ORIGINATION AND LOAN TERM GUIDELINES FOR EDUCATION ONE K-12
      LOAN PROGRAM, EDUCATION ONE UNDERGRADUATE LOAN PROGRAM, EDUCATION ONE
   GRADUATE LOAN PROGRAM, AND EDUCATION ONE CONTINUING EDUCATION LOAN PROGRAM



                                      [**]



                                       21
<PAGE>



                                    EXHIBIT B

                            TERI SERVICING GUIDELINES



                                      [**]



                                       22
<PAGE>



                                    EXHIBIT C

                    FORMS OF APPLICATION AND PROMISSORY NOTE



                                      [**]



                                       23
<PAGE>



                                    EXHIBIT D

                       FORM OF TRUTH-IN-LENDING DISCLOSURE



                                      [**]



                                       24
<PAGE>



                                    EXHIBIT E

                     BANK ONE INFORMATION SECURITY STANDARDS



                                      [**]






















                                       25
<PAGE>



                                    EXHIBIT F

                             INSURANCE REQUIREMENTS



                                      [**]





















                                       26
<PAGE>



                                  SCHEDULE 3.3

                   TERI GUARANTY PAYMENT STRUCTURE BY PRODUCT



                                      [**]



























                                       27
<PAGE>



                        AMENDMENT dated November 1, 2002
                                     to the
                               GUARANTY AGREEMENT

                                     between
                     THE EDUCATION RESOURCES INSTITUTE, INC.
                                       and
                                 BANK ONE, N.A.

This Amendment Agreement is entered into as of the 1st day of November, 2002 by
and between Bank One, N.A. (the "Lender"), and The Education Resources
Institute, Inc. ("TERI") with regard to the Guaranty Agreement between the
Lender and TERI executed on April 18, 2002 (the "Guaranty Agreement").

WHEREAS, pursuant to the terms of the Guaranty Agreement, TERI provides
guaranties of education loans made by the Lender; and

WHEREAS, TERI and Lender desire to improve the customer service, collection
strategies and pricing that they offer to borrowers; and

WHEREAS, such improvements are only possible through the reasonably prudent
management of the risks imposed on TERI as a guarantor of borrowers under the
Guaranty Agreement, which necessitates the provision of regular and complete
loan performance information to TERI by Lender; and

WHEREAS, as a loan guarantor, TERI is permitted under Regulation P of the
Federal Reserve Board and other applicable law to receive and process such
information on its own authority and not merely as a delegate or agent of
Lender.

NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, it is hereby agreed as follows:

1. The following paragraph will be added to Section 3.5 of the Guaranty
Agreement:

                           LENDER will cause its loan servicer to provide a
                  monthly report containing the information set forth on Exhibit
                  B hereto at TERI's expense; TERI shall arrange directly with
                  the loan servicer to receive the report and negotiate any
                  necessary fee. Any other reporting or information shall be
                  provided upon TERI's agreement to reimburse LENDER or its
                  servicer for its incremental cost of such report.

2. A new Exhibit B will be added to the Guaranty Agreement, which shall read as
set forth in Exhibit B attached hereto.



                                       28
<PAGE>



IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives
have executed this Amendment as of the date first written above.

THE EDUCATION RESOURCES                     BANK ONE, N.A.
INSTITUTE, INC.


By: /Lawrence W. O'Toole/                   By: /Myra Busch Goetz/
    ----------------------------                ----------------------------
Name:    Lawrence W. O'Toole                Name:    Myra Busch Goetz
         -----------------------                     -----------------------
Title: President                            Title: Vice President
       -------------------------                     -------------------------



                                       29
<PAGE>



                                    EXHIBIT B

                           SERVICER DATA REQUIREMENTS



                                      [**]
























                                       30
<PAGE>



                               EXTENSION AGREEMENT


         This Extension Agreement ("Agreement") is entered into by and among
Bank One, National Association, ("Bank One"), The First Marblehead Corporation,
a Delaware Corporation ("FMC"), and The Education Resources Institute, Inc.
("TERI"), a Massachusetts not-for-profit corporation, and amends the Education
One Loan Program Agreements (as hereinafter defined). This Agreement is dated as
of November 1, 2002.

                                    WITNESSES

         WHEREAS, FMC and Bank One have entered into that certain Amended and
Restated Note Purchase Agreement dated as of May 1, 2002 (the "NPA"); and

         WHEREAS, Bank One and TERI have entered into that certain Amended and
Restated Guaranty Agreement dated as of April 18, 2002 and effective as of the
Conversion Date (as defined therein) (the "Guaranty Agreement"); and

         WHEREAS, Bank One and TERI have entered into that certain Amended and
Restated Loan Origination Agreement dated as of May 1, 2002 (the "LOA"); and

         WHEREAS, the NPA, Guaranty Agreement and LOA are hereinafter referred
to as the "Education One Loan Program Agreements."

         NOW THEREFORE, in consideration of these presents and the covenants
contained herein, the parties hereto hereby agree as follows:

1. NPA EXTENSION.

         (a) The term of the NPA is hereby extended by amending the second
paragraph of Section 10.01 to read as follows:

         "Provided that the Guaranty Agreement remains in effect, this Agreement
         shall remain in full force and effect to and including April 30, 2007,
         and thereafter shall renew for additional one year terms unless either
         party gives written notice of termination at least 60 days prior to the
         then-effective expiration date."

         (b) The first clause in the last sentence of section 2.01 is amended to
read:

         "For the first six (6) years of this Agreement,"


2. EXTENSION OF GUARANTY AGREEMENT. TERI and Bank One agree that the Guaranty
Agreement is hereby extended by amending the first sentence of Section 8.12 to
read:



                                     31
<PAGE>



         "The initial term of this Agreement shall commence on the Conversion
         Date, and shall continue through April 30, 2007."

3. LOA. Bank One and TERI agree that LOA requires no further amendment, as it is
coterminous with the Guaranty Agreement.

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

BANK ONE, NATIONAL ASSOCIATION



By:      /Myra Busch Goetz/
   --------------------------------
Its: Vice President

THE EDUCATION RESOURCES INSTITUTE, INC.



By:      /Lawrence W. O'Toole
   --------------------------------
Its: President


THE FIRST MARBLEHEAD CORPORATION



By:      /Ralph James/
   --------------------------------
Its: President



                                       32
<PAGE>



                                    AMENDMENT
                                       to
                               PROGRAM AGREEMENTS

                                 BANK ONE, N.A.
                          (EDUCATION ONE LOAN PROGRAM)

This Amendment is entered into as of the 1st day of April, 2003 by and between
Bank One, N.A., (the "Lender"), The First Marblehead Corporation ("FMC"), and
The Education Resources Institute, Inc. ("TERI") with regard to the Guaranty
Agreement between Lender and TERI dated May 13, 2002 (the " Guaranty
Agreement"), the Loan Origination Agreement between the same parties dated May
13, 2002 (the "Loan Origination Agreement") and a Note Purchase Agreement
between Lender and FMC dated May 1, 2002. Capitalized terms used herein without
definition have the meaning set forth in the Guaranty Agreement.

WHEREAS, TERI, FMC and Lender desire to adopt new program terms for the
2003-2004 program year;

NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, it is hereby agreed as follows:

1. PRICING. TERI and the Lender hereby amend and restate Schedule 3.3 to the
Guaranty Agreement by adopting the Schedule 3.3 attached hereto as Exhibit A.

2. PROGRAM GUIDELINES. TERI and the Lender hereby amend and restate the Program
Guidelines by adopting the Program Guidelines attached hereto as Exhibit B1.
Differences between the new and old Program Guidelines are shown in blackline in
Exhibit B2. Promissory notes and the Truth-in-Lending Disclosure for program
year 2003-04 for the Education One program shall be agreed to by the parties in
separate writings (which may take the form of e-mail correspondence).

3. PURCHASE PRICE. The Lender and FMC hereby amend and restate Section 2.04 of
the Note Purchase Agreement to read in its entirety as set forth on Exhibit C
attached hereto.

4. TRANSITION. This Amendment shall be effective for each Program loan for which
applications are received on or after a date set by TERI by notice delivered to
Lender as soon as reasonably possible.

5. FULL FORCE AND EFFECT. As amended herein, the Guaranty Agreement, Loan
Origination Agreement, and Note Purchase Agreement remain in full force and
effect.



                                       33
<PAGE>



IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives
have executed this Amendment as of the date first written above.

THE EDUCATION RESOURCES                     BANK ONE, N.A.
INSTITUTE, INC.


By:      /Lawrence W. O'Toole/              By:      /Myra Busch Goetz/
   -------------------------------             ------------------------------
Name:    Lawrence W. O'Toole                Name:    Myra Busch Goetz
     -----------------------------               ----------------------------
Title:   President                          Title:   Vice President
      ----------------------------                ---------------------------


THE FIRST MARBLEHEAD CORPORATION


By:      /Ralph James/
   -----------------------------
Name:    Ralph James
--------------------------------
Title:   President
--------------------------------



                                       34
<PAGE>



TABLE OF EXHIBITS

Exhibit A                  Schedule 3.3

Exhibit B1                 Program Guidelines

Exhibit B2                 Blackline of Program Guidelines

Exhibit C                  Section 2.04 Minimum Purchase Price



<PAGE>



                                    EXHIBIT A

          SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND BANK ONE

    Bank One ED ONE Product: TERI Guarantee Fee Payment Structure by Program


                                      [**]




























<PAGE>



                                   EXHIBIT B1






                     UNDERWRITING, ORIGINATION AND LOAN TERM
                     ---------------------------------------

                                 GUIDELINES FOR:
                                 --------------



                                    BANK ONE
                                    --------

                                   K-12 LOANS
                               UNDERGRADUATE LOANS
                                 GRADUATE LOANS
                           CONTINUING EDUCATION LOANS







                     THE EDUCATION RESOURCES INSTITUTE, INC.
                                330 Stuart Street
                                Boston, MA 02116



<PAGE>



                                      [**]



<PAGE>



                                   EXHIBIT B2




                     UNDERWRITING, ORIGINATION AND LOAN TERM

                                 GUIDELINES FOR:



                                    BANK ONE

                                   K-12 LOANS
                               UNDERGRADUATE LOANS
                                 GRADUATE LOANS
                           CONTINUING EDUCATION LOANS







                     THE EDUCATION RESOURCES INSTITUTE, INC.
                                330 Stuart Street
                                Boston, MA 02116



<PAGE>



                                      [**]



<PAGE>



                                    EXHIBIT C

                          2.04. MINIMUM PURCHASE PRICE.




                                      [**]



<PAGE>



                         AMENDMENT TO PROGRAM AGREEMENTS
                 (BANK ONE'S CORPORATE ADVANTAGE LOAN PROGRAMS)

         This Amendment to Program Agreements (this "Amendment") amends the
Program Agreements, as defined below, entered into by and among Bank One,
National Association ("Bank One"), The First Marblehead Corporation ("FMC"), The
Education Resources Institute, Inc. ("TERI"), and U.S. Bank, N.A. This Amendment
is dated as of May 1, 2003.

                               W I T N E S S E T H

         WHEREAS, Bank One desires to offer its Education One loan products with
reduced borrower fees to corporate employee and affinity groups; and

         WHEREAS, the parties hereto agree that such loans will be originated,
guaranteed, and purchased under the Program Agreements (as defined below), as
modified for such loans in this Amendment;

         NOW, THEREFORE, in consideration of these presents and the covenants
contained herein, the parties hereto hereby agree as follows:

I. DEFINITIONS.

"Corporate Advantage Loan Programs" shall mean any program (a) offered under the
Education One Program Guidelines, as amended from time to time, but involving
the discounted consumer pricing set forth in Schedule 3.3 attached hereto, and
(b) marketed by Bank One and its corporate partners, including any corporate or
affinity groups proposed by Bank One to TERI to which TERI consents in writing.
Corporate Advantage Loan Program partners approved by TERI are shown on Exhibit
C attached hereto. The parties intend to update Exhibit C as new Corporate
Advantage partners are added by Bank One with the consent of TERI.

"Deposit and Security Agreement" means that certain agreement bearing that name
entered into by and among Bank One, FMC, TERI, and State Street Bank and Trust
Company (n/k/a U.S. Bank, N.A.) dated as of April 30, 2001, as amended.

"Guaranty Agreement" means that certain amended and restated agreement bearing
that name entered into by and between Bank One and TERI dated as of May 13,
2002, as amended.

"Loan Origination Agreement" means that certain amended and restated agreement
bearing that name entered into between Bank One and TERI dated as of May 13,
2002, as amended.

"Note Purchase Agreement" means that certain amended and restated agreement
bearing that name by and between FMC and Program Lender dated as of May 1, 2002,
as amended.

"Program Agreements" means the Guaranty Agreement, the Loan Origination
Agreement, the Note Purchase Agreement, and the Deposit and Security Agreement,
all as heretofore amended and as heretofore extended pursuant to an Extension
Agreement dated November 1, 2002, and



<PAGE>



including all Exhibits and Schedules thereto, including, without limitation, the
Program Guidelines.

"Program Guidelines" shall mean the document of that name, as amended from time
to time, attached to and made a part of the Guaranty Agreement.

II. AMENDMENTS

A. Generally. Bank One hereby represents and warrants that the marketing of the
Corporate Advantage Loan Programs by Bank One and its corporate
partners shall comply with all applicable federal and state laws and
regulations. The foregoing representation and warranty is hereby made a part of
each of the Program Agreements and any breach of the foregoing representation
and warranty shall be subject to indemnification as set forth in the applicable
Program Agreement.

B. Program Agreements. All Program Agreements are hereby amended to include the
above definition of "Corporate Advantage Loan Programs" and in each Program
Agreement, the definitions of "Education One Program" and "Program" shall
include Corporate Advantage Loan Programs, with the modifications herein that
apply to such programs. Each definition of "Loans" or "Education One Loans" in
the Program Agreements shall include loans made under the Corporate Advantage
Loan Programs, as specified herein.

C. GUARANTY AGREEMENT.

         1.       With respect to all Corporate Advantage Loan Programs, an
                  additional Schedule 3.3 is added to the Guaranty Agreement in
                  the form of Schedule 3.3 attached hereto.

         2.       "Promissory Notes" shall include the notes attached hereto as
                  Exhibit A, as each shall be amended from time to time under
                  Section 3.2 of the Guaranty Agreement.

         3.       Section 3.2 of the Guaranty Agreement is hereby amended by
                  adding the following:

                  "Upon TERI's request, Bank One will submit to TERI sample
                  copies of promotional and marketing materials used in
                  connection with the Corporate Advantage Loan Programs. No such
                  delivery of materials shall constitute or be construed as a
                  representation or warranty by TERI that such materials comply
                  with applicable law or with Bank One's obligations under this
                  Agreement, and no such delivery shall excuse Bank One's
                  performance of any of its obligations under this Agreement."

D.       LOAN ORIGINATION AGREEMENT. With respect to the Corporate Advantage
         Loan Program, all marketing materials shall direct applicants to a web
         site created by Bank One for the particular corporate or affinity group
         in question. Bank One shall have full responsibility for hosting,
         supporting, and maintaining such web sites and for ensuring that
         Corporate



<PAGE>



         Advantage Loan Program borrowers are directed to the proper
         web site and no other web site to apply for their loan. Bank One shall
         also ensure that such web sites interface with TERI's web application
         system in a manner directed by TERI to obtain correct fulfillment.

E.       NOTE PURCHASE AGREEMENT. In the Note Purchase Agreement, Section 2.04
         is amended by adding Section 2.04 attached hereto for Corporate
         Advantage Loan Programs.

F.       DEPOSIT AND SECURITY AGREEMENT. The Deposit and Security Agreement
         shall apply to all Corporate Advantage Loan Program loans guaranteed
         under the Guaranty Agreement.

G.       SERVICING AGREEMENT The obligations of FMC under this Amendment are
         conditioned upon FMC and PHEAA entering into a Supplement to
         Alternative Servicing Agreement substantially in the form attached
         hereto as Exhibit B.

H.       In all other respects, the Program Agreements are hereby ratified and
         confirmed and shall remain in full force and effect.


       IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be
executed as of the date above first written.

                                 THE EDUCATION RESOURCES INSTITUTE,  INC.

                                 By:      /Lawrence W. O'Toole/
                                    ------------------------------------
                                 Its: President

                                 BANK ONE, N.A.

                                 By:      /Myra Busch Goetz/
                                    ------------------------------------
                                 Its: Vice President

                                 THE FIRST MARBLEHEAD CORPORATION

                                 By:      /Ralph James/
                                    ------------------------------------
                                 Its: President


                                 US BANK, N.A.

                                 By:      /Vaneta Bernard/
                                    ------------------------------------
                                 Its: Vice President



<PAGE>



                                TABLE OF EXHIBITS



Schedule 3.3               Guaranty Fees and Loan Pricing

Schedule 2.04              Revised Section 2.04 of the Note Purchase Agreement

Exhibit A                  Promissory Notes

Exhibit B                  Supplement to Alternative Servicing Agreement

Exhibit C                  Corporate Advantage Partners Approved by TERI



<PAGE>



          SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND BANK ONE

                                      [**]




<PAGE>



                                 SCHEDULE 2.04.
                             MINIMUM PURCHASE PRICE.
                             ----------------------

                                      [**]



<PAGE>



                                    EXHIBIT A

                                PROMISSORY NOTES

                                      [**]



<PAGE>



                                    EXHIBIT B

                              SERVICING SUPPLEMENT

                                  SUPPLEMENT TO
                         ALTERNATIVE SERVICING AGREEMENT
                                     BETWEEN
                 PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
                                       AND
                        THE FIRST MARBLEHEAD CORPORATION

                                      [**]



<PAGE>



                                    EXHIBIT C

                  CORPORATE ADVANTAGE PARTNERS APPROVED BY TERI

                                      [**]



<PAGE>



                     FOURTH AMENDMENT TO PROGRAM AGREEMENTS
                        (BANK ONE'S PARENT LOAN PROGRAMS)

         This Fourth Amendment to Program Agreements (this "Amendment") amends
the Program Agreements, as defined below, entered into by and among Bank One,
National Association ("Bank One"), The First Marblehead Corporation ("FMC"), The
Education Resources Institute, Inc. ("TERI"), and U.S. Bank, N.A. This Amendment
is dated as of November 1, 2003.

                               W I T N E S S E T H

         WHEREAS, the Program Agreements have previously been amended in an
Extension Agreement for the Education One program dated November 1, 2002, an
Amendment to Program Agreements for program year 2003-04 for the Education One
program, dated April 1, 2003, and an Amendment to Program Agreements (Corporate
Advantage Program), dated May 1, 2003 (collectively, "Prior Amendments"); and;

         WHEREAS Bank One desires to offer a new Education One loan product on a
trial basis to parents of undergraduate and graduate students; and

         WHEREAS, the parties hereto agree that such loans will be originated,
guaranteed, and purchased under the Program Agreements (as defined below), as
modified for such loans in this Amendment;

         NOW, THEREFORE, in consideration of these presents and the covenants
contained herein, the parties hereto hereby agree as follows:

I. DEFINITIONS.

"Parent Loan Program" shall mean the program (a) offered under the Education One
Program Guidelines (Education One Parent Loans) attached hereto as Exhibit A, as
amended from time to time ("Parent Loan Program Guidelines"), (b) involving the
pricing set forth in Schedule 3.3 attached hereto, (b) marketed by Bank One to
pre-screened applicants according to the prescreen criteria in the "Parent Only
Loan for Ed One: Pilot Program" attached hereto as Exhibit B ("Prescreen
Criteria"); and (4) documented on the promissory note forms attached hereto as
Exhibit C, as amended from time to time ("Parent Promissory Notes").

"Deposit and Security Agreement" means that certain agreement bearing that name
entered into by and among Bank One, FMC, TERI, and State Street Bank and Trust
Company (n/k/a U.S. Bank, N.A.) dated as of April 30, 2001, as previously
amended.

"Guaranty Agreement" means that certain amended and restated agreement bearing
that name entered into by and between Bank One and TERI dated as of May 13,
2002, as previously amended.



<PAGE>



"Loan Origination Agreement" means that certain amended and restated agreement
bearing that name entered into between Bank One and TERI dated as of May 13,
2002, as previously amended.

"Note Purchase Agreement" means that certain amended and restated agreement
bearing that name by and between FMC and Program Lender dated as of May 1, 2002,
as previously amended.

"Parent Loan Notes" means notes evidencing loans made under the Parent Loan
Program

"Program Agreements" means the Guaranty Agreement, the Loan Origination
Agreement, the Note Purchase Agreement, and the Deposit and Security Agreement,
all as heretofore amended and extended in the Prior Amendments, and including
all Exhibits and Schedules thereto, including, without limitation, the Program
Guidelines.

II. Amendments

A.       GENERALLY. Bank One hereby represents and warrants that the marketing
         of the Parent Loan Program by Bank One shall comply with all applicable
         federal and state laws and regulations. The foregoing representation
         and warranty is hereby made a part of each of the Program Agreements
         and any breach of the foregoing representation and warranty shall be
         subject to indemnification as set forth in the applicable Program
         Agreement.

B.       PROGRAM AGREEMENTS. All Program Agreements are hereby amended to
         include the above definition of "Parent Loan Program" and in each
         Program Agreement, the definitions of "Education One Program" and
         "Program" shall include the Parent Loan Program, with the modifications
         herein that apply to the Parent Loan Program.

C.       GUARANTY AGREEMENT. In the Guaranty Agreement:

         1.       With respect to the Parent Loan Program, an additional
                  Schedule 3.3 is added to the Guaranty Agreement in the form of
                  Schedule 3.3 attached hereto.

         2.       "Loan" shall include loans made under the Parent Loan Program.

         2.       "Promissory Notes" shall include the Parent Promissory Notes.

         3.       "Program Guidelines" shall include the Parent Loan Program
                  Guidelines.

D.       Loan Origination Agreement. With respect to the Parent Loan Program,
         all marketing materials shall direct applicants to a web site created
         by Bank One for that particular loan program. Bank One shall have full
         responsibility for hosting, supporting, and maintaining such web site
         and for ensuring that Parent Loan Program borrowers are directed to the
         proper web site and no other web site to apply for their loan. Bank One
         shall also ensure that such web site interfaces with TERI's web
         application system in a manner directed by TERI to obtain correct
         fulfillment.



<PAGE>



E.       Note Purchase Agreement. In the Note Purchase Agreement:

         1.       In Article I, definitions:

                  a.       The definition of "EDUCATION ONE Loan" is amended to
                           include those loans made under the Parent Loan
                           Program that (a) conform to the requirements of the
                           Program Guidelines at the time the loans were made,
                           (b) are serviced by the Servicer (as defined in the
                           Note Purchase Agreement) in accordance with the
                           Program Guidelines, and (c) are covered by and
                           subject to all the benefits of the Guaranty
                           Agreement.

                  b.       The definition of "EDUCATION ONE Notes" is amended to
                           include Parent Loan Notes.

                  c.       The definition of "EDUCATION ONE Pool" is amended to
                           include Seasoned Loans that are Parent Loan Notes
                           purchased and pledged or intended to be purchased and
                           pledged as collateral in a particular Securitization
                           Transaction.

         2.       Section 2.04 is amended by adding Section 2.04 attached hereto
                  for the Parent Loan Program.

F.       DEPOSIT AND SECURITY AGREEMENT. The Deposit and Security Agreement
         shall apply to all Parent Loan Program loans guaranteed under the
         Guaranty Agreement.

G.       In all other respects, the Program Agreements are hereby ratified and
         confirmed and shall remain in full force and effect.


       IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be
executed as of the date above first written.

                                 THE EDUCATION RESOURCES INSTITUTE,  INC.

                                 By:      /Michael Gambee/
                                    --------------------------------
                                 Its: Treasurer

                                 BANK ONE, N.A.

                                 By:      /Patrick Conner/
                                    --------------------------------
                                 Its: EVP

                                 THE FIRST MARBLEHEAD CORPORATION

                                 By:      /Ralph James/
                                    --------------------------------
                                 Its: President



<PAGE>



                                 US BANK, N.A.

                                 By:      /Vaneta I. Bernard/
                                    --------------------------------
                                 Its: Vice President



<PAGE>



                                TABLE OF EXHIBITS



Schedule 3.3              Guaranty Fees and Loan Pricing for Parent Loan Program

Schedule                  2.04 Section 2.04 of the Note Purchase Agreement for
                          the Parent Loan Program

Exhibit A                 Parent Loan Program Guidelines

Exhibit B                 Prescreen Criteria for Parent Loan Program

Exhibit C                 Promissory Notes for Parent Loan Program

Exhibit D                 Supplement to Alternative Servicing Agreement



<PAGE>



          SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND BANK ONE

                       FOR BANK ONE'S PARENT LOAN PRODUCT
                 (THIS SCHEDULE 3.3 IS IN ADDITION TO, AND DOES
                   NOT REPLACE, OTHER SCHEDULE 3.3S IN EFFECT
                     FOR THE EDUCATION ONE PROGRAM UNDER THE
                              GUARANTY AGREEMENT.)

                                      [**]



<PAGE>



                                 SCHEDULE 2.04.
                             MINIMUM PURCHASE PRICE.
                             ----------------------

                                      [**]


<PAGE>



                                    EXHIBIT A

                         PARENT LOAN PROGRAM GUIDELINES


                                      [**]



<PAGE>



                                    EXHIBIT B

                   PRESCREEN CRITERIA FOR PARENT LOAN PROGRAM


                                      [**]



<PAGE>



                                    EXHIBIT C

                    PROMISSORY NOTES FOR PARENT LOAN PROGRAM


                                      [**]



<PAGE>



                                 FIFTH AMENDMENT
                                       to
                               PROGRAM AGREEMENTS

                                 BANK ONE, N.A.
                          (EDUCATION ONE LOAN PROGRAM,
                 including the CORPORATE ADVANTAGE LOAN PROGRAM)

This Fifth Amendment to Program Agreements (this "Amendment") is entered into as
of the 1st day of March, 2004 by and between Bank One, N.A., ("Bank One") and
The Education Resources Institute, Inc. ("TERI") with regard to the Guaranty
Agreement between Bank One and TERI dated May 13, 2002 (the " Guaranty
Agreement"). Capitalized terms used herein without definition have the meaning
set forth in the Guaranty Agreement.

WHEREAS, documents for the Program have been previously amended in an Extension
Agreement for the Education One program dated November 1, 2002; an Amendment to
Program Agreements for program year 2003-04 for the Education One program, dated
April 1, 2003; and an Amendment to Program Agreements (Corporate Advantage
Program), dated May 1, 2003; and the Fourth Amendment to Program Agreements
(Bank One's Parent Loan Programs);

WHEREAS, TERI and Bank One desire to adopt new program terms for the 2004-2005
program year for the Education One Loan Program (including the Corporate
Advantage Loan Program);

NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, it is hereby agreed as follows:

1. Pricing. TERI and Bank One hereby amend and restate Schedule 3.3 to the
Guaranty Agreement by adopting the Schedule 3.3 attached hereto as Exhibit A.
The attached Schedule 3.3 does not apply to the Bank One Parent Loan program,
which is documented separately.

2. Program Guidelines. TERI and the Lender hereby amend and restate the Program
Guidelines by adopting the Program Guidelines attached hereto as Exhibit B.

3. Transition. This Amendment shall be effective for each Program loan for which
applications are received on or after a date set by TERI by notice delivered to
Lender as soon as reasonably possible.

4. Full Force and Effect. As amended herein, the Guaranty Agreement remains in
full force and effect.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives
have executed this Amendment as of the date first written above.



<PAGE>



THE EDUCATION RESOURCES                     BANK ONE, N.A.
INSTITUTE, INC.

By:      /Lawrence W. O'Toole/              By:      /Patrick Conner/
   --------------------------------            --------------------------------
Name:    Lawrence W. O'Toole                Name:    Patrick Conner
     ------------------------------              ------------------------------
Title:   President                          Title:   EVP
      -----------------------------               -----------------------------
























                                       3
<PAGE>



TABLE OF EXHIBITS

Exhibit A                  Schedule 3.3

Exhibit B                  Program Guidelines



<PAGE>



                                    EXHIBIT A

                                  SCHEDULE 3.3

                                      [**]


























                                       1
<PAGE>



                                    EXHIBIT B

                               PROGRAM GUIDELINES

                                      [**]





























                                       2