EXHIBIT 10.7

<PAGE>

                                                                    EXHIBIT 10.7

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





                                                                       EXECUTION
                                                                         5/15/02

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

                               GUARANTY AGREEMENT
                                     BETWEEN
                     THE EDUCATION RESOURCES INSTITUTE, INC.
                                       AND
                             CHARTER ONE BANK, N.A.
                               (CFS Loan Program)

         This Guaranty Agreement (this "Agreement") is made as of this 15th day
of May, 2002, 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 Charter One Bank, N.A. (the "Lender"), a national bank
organized under the laws of the United States and having a principal office
located at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan
department located at 833 Broadway, Albany, NY, 12207.

         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
higher education and their parents at TERI-approved schools; and

         WHEREAS, the LENDER 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.

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

Section 1:        DEFINITIONS

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


                                       1
<PAGE>


1.1      "Agent" shall mean State Street Bank and Trust Company, its successors
         and assigns, in its capacity as Agent under the Deposit and Security
         Agreement between TERI and the LENDER, of even date herewith.

1.2      "Borrower" shall mean the person, or all persons collectively,
         including all students, cosigners, coborrowers, 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 the LENDER under the Program.

1.3      "CFS" shall mean Collegiate Funding Services, LLC, a limited liability
         company organized under the laws of Virginia and having a principal
         place of business at 100 Riverside Parkway, Fredericksburg, Virginia,
         22406.

1.4      "Due Diligence" shall mean the utilization by the LENDER 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 that comply 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,

         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, the LENDER 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 the LENDER under the Program.

1.7      "Note Purchase Agreement" means the agreement of that name between
         LENDER and The First Marblehead Corporation ("FMC") dated as of May 15,
         2002, as amended, for Program.



                                       2
<PAGE>


1.8      "Program" shall mean the CFS Direct to Consumer Loan Program, as more
         fully described in the Program Guidelines.

1.9      "Program Guidelines" shall mean the CFS Direct to Consumer Program
         Guidelines attached hereto as Exhibit A, and all changes thereto as
         provided in Section 7 hereof. The Program Guidelines (a) consist of the
         TERI Underwriting Guidelines, PHEAA Servicing Guidelines, and Program
         Borrower Documents (consisting of the forms of Promissory Note and
         Truth in Lending Disclosure) and (b) 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, in the form attached hereto as part of the Program
         Guidelines or as approved pursuant to Section 3.2 below.

1.11     "Securitization Transaction" shall mean and refer to a purchase of
         Loans guaranteed hereunder by a special purpose entity formed by FMC,
         which purchase is funded through the issuance of debt instruments or
         other securities by such entity, the repayment of which is supported by
         payments on the Loans.

         Section 2: GUARANTEE OF LOANS

2.1      TERI hereby guarantees to the LENDER, 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 the LENDER 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 the
         LENDER stating the 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.       The LENDER must have filed its claim for guaranty payment
                  within the time period and following the procedures specified
                  in the Program Guidelines.

         b.       The LENDER 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



                                       3
<PAGE>


                  with all other requirements of the Program Guidelines
                  applicable to the Loan.

         c.       The LENDER 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 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 the LENDER the original
                  Promissory Note, enforceable against the Borrower (except as
                  provided in this Section 2.2(d), below), endorsed to TERI in
                  such manner as to transfer to TERI all rights in and title to
                  such Promissory Note, 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 the LENDER'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 the
                  LENDER pursuant to a Loan Origination Agreement between the
                  parties, (i) TERI will not deny the LENDER's guaranty claim on
                  such Loan if the sole basis for denial is a violation of the
                  Program Guidelines or a violation of Massachusetts or federal
                  law committed by TERI in the origination process, and (ii)
                  TERI will have no recourse against the LENDER in the event
                  that TERI's actions or omissions in the origination process
                  shall have given rise to a defense in favor of the Borrower in
                  a suit on the Promissory Note.

2.3      TERI's guaranty obligation with respect to any Loan shall not be
         terminated or otherwise affected or impaired (i) by the LENDER's
         granting an extension to the Borrower of time to make scheduled
         payments, or by any other indulgence the LENDER 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 the LENDER's claim on any Loan on the grounds
         of Due Diligence deficiencies, the LENDER may thereafter require that
         TERI reinstate the guaranty of such Loan if (a) the LENDER corrects
         such deficiencies and receives four (4) consecutive full on-time
         monthly payments from the Borrower, according to any schedule permitted
         by the Program Guidelines, and if at the time



                                       4
<PAGE>


         of the LENDER's request the Borrower is within thirty (30) days of
         being current on all principal and interest payments on such Loan, or
         (b) the LENDER 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 the LENDER prior to such
         termination; and shall not affect TERI's obligations to the LENDER 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      TERI will permit the LENDER, any duly designated representative of the
         LENDER, or any governmental body having jurisdiction over the LENDER
         (subject to written notice being provided to TERI by the LENDER,
         identifying the requesting party and the date of the review), to
         examine and audit the books and records of TERI pertaining to the
         Loans, at any time during TERI's regular business hours, provided that
         in the case of examinations by the LENDER or its representative absent
         good cause (i) TERI must be given ten (10) business days' prior written
         notice and, (ii) no more than one such audit 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
         July, August, September, or October in any year except at the request
         of a regulatory authority having jurisdiction over the LENDER.

2.8      TERI will indemnify the LENDER and hold it harmless from and against
         any loss, cost, damage and expense that the LENDER may suffer as a
         result of claims arising out of TERI's actions or omissions relative to
         the LENDER's participation in the Program. "Expense" includes, without
         limitation, the LENDER's reasonable attorney's fees. TERI will further
         indemnify the LENDER and hold it harmless from and against any claim
         brought against the LENDER by any Borrower based on actions or
         omissions of the LENDER that were mandated under the Program
         Guidelines.

2.9      Although the LENDER agrees not to use any loan servicer not approved by
         TERI, the LENDER 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 the LENDER 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



                                       5
<PAGE>


         required to honor any claim submitted by such servicer if the claim
         does not comply with the requirements of this Agreement.

Section 3:        OBLIGATIONS OF THE LENDER

3.1      In originating, servicing, disbursing, and collecting Loans, the LENDER
         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.

3.2      The LENDER will use Promissory Notes, Loan applications, disclosure
         statements, and other forms mutually agreeable to the parties. The
         forms of application and Promissory Note and 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, the LENDER warrants the conformity of such instruments and
         any agreed successors thereto with all applicable legal requirements,
         other than those of federal and Massachusetts law and regulation, and
         TERI warrants their conformity with Massachusetts and federal law.

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

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

         b.       At the time of disbursement of the Loan, such additional fees
                  as are set forth in the fifth column of Schedule 3.3
                  ("Subsequent Guaranty Fee").

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

         d.       Anything in the Program Guidelines to the contrary
                  notwithstanding, if the LENDER is required under the terms of
                  a Promissory Note to refund all or part of the Guaranty Fees
                  identified above 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 the
                  LENDER upon being so advised in writing.

3.4      If TERI shall have purchased a Loan due to the occurrence or alleged
         occurrence of a Guaranty Event described in Section 1.4.a and/or 1.4.b
         above, the LENDER 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 to repurchase, the Borrower is within thirty (30) days of
         being current on his or her payments on such Loan; provided



                                       6
<PAGE>


         that this repurchase obligation may be invoked by TERI only once as to
         any Loan; or (ii) subject to Section 2.3 above, if TERI should
         determine that the Loan does not meet the conditions set forth in
         subsection (b), (c) and (d) of Section 2.2 above.

3.5      To the extent permitted by applicable law, the LENDER will deliver to
         TERI such reports, documents, and other information concerning the
         Loans as TERI may reasonably require, and permit independent auditors
         or authorized representatives of TERI, and 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 the LENDER's participation in the Program.

3.6      If the LENDER should violate any term of this Agreement, it will be
         liable to TERI for all loss, cost, damage, and expense sustained by
         TERI as a result. The LENDER 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 the LENDER's actions or
         omissions relative to the LENDER's participation in the Program unless
         such actions or omissions are specifically required by this Agreement.
         The LENDER will similarly indemnify TERI with respect to any defenses
         arising from the LENDER's violation of or failure to comply with any
         law, regulation, or order, or any term of this Agreement, that may be
         raised by a Borrower to any suit upon a Promissory Note. "Expense"
         includes, without limitation, TERI's reasonable attorney's fees.

Section 4:        REPRESENTATIONS AND WARRANTIES

4.1      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
         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.

4.2      The parties acknowledge that TERI is not an insurer or reinsurer and
         the LENDER 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



                                       7
<PAGE>


         insurer or reinsurer hereunder. The only obligations of TERI to the
         LENDER shall be those expressly set forth herein.

Section 5: MISCELLANEOUS

5.1      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.

5.2      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. In no event will either party be liable to
         the other for special, incidental, or consequential damages, including
         but not limited to lost profits, even if advised in advance of the
         possibility of the same, or for punitive or exemplary damages, provided
         that such exclusions shall not apply to the indemnification against an
         award of such damages pursuant to a third party claim.

5.3      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 the LENDER'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.

5.4      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.

5.5      Each of the parties will timely implement, if it has not already, and
         will maintain, a reasonable disaster recovery plan. 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



                                       8
<PAGE>


         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.

5.6      This Agreement shall be governed by and construed in accordance with
         the laws of the Commonwealth of Massachusetts, without regard to the
         conflict of laws provisions thereof.

5.7      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) the LENDER may assign any Loan, together with the provisions
         hereof as applicable to such Loan, to FMC or any SPE; and (b) TERI has
         sub-contracted and hereafter may continue to subcontract any
         administrative obligations necessary or convenient to TERI to perform
         its obligations hereunder to FMC or any subsidiary or affiliate of FMC.

5.8      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. In the case of the LENDER,
         notices should be sent to Robert Moriale, Charter One Bank, N.A.,
         Student Lending Department, 833 Boradway, Albany, NY 12207. Either
         party may from time to time change the person, address or fax number
         for notice purposes by formal notice to the other party.

Section 6:        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 the LENDER's loan servicer shall take effect within thirty (30)
days after approval. Modifications requiring system adjustments by the LENDER'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.


                                       9
<PAGE>


Section 7:        TERM AND TERMINATION

7.1      The initial term of this Agreement shall commence on May 15, 2002, and
         shall continue until May 1, 2003. Thereafter, this Agreement shall
         automatically renew for successive one-year terms unless either party
         provides written notice of non-renewal and termination not less that
         ninety (90) days prior to the end of the then-current term.

7.2      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.

7.3      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.

7.4      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 8 below (regarding confidentiality). Not
         less than thirty (30) days prior to the effective date of termination,
         TERI may by additional notice to the Lender terminate its obligation to
         assume the guaranty of all or any subset of otherwise qualifying Loans
         as to which a commitment to lend is made after the Lender's receipt of
         such additional notice. In the absence of such additional notice TERI
         will, subject to the terms and conditions of this Agreement, assume the
         guaranty of all Loans as to which a commitment to lend is made prior to
         the effective date of termination. In the event this Agreement
         terminates or expires and only one disbursement of a multi-disbursement
         loan has been made prior to that date, the other disbursement will also
         be guaranteed pursuant to the terms of this Agreement.

Section 8:        CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

8.1      TERI and the LENDER 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
         LENDER's Confidential Information to any



                                       10
<PAGE>


         entity to which TERI subcontracts its obligations under this Agreement
         pursuant to Section 5.7(b) hereof.

8.2      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.

8.3      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.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK



                                       11
<PAGE>


         IN WITNESS WHEREOF, TERI and the LENDER 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             CHARTER ONE BANK, N.A.
INSTITUTE, INC.

By: /Ann S. Coles/                  By: /Linda M. Rankey/
Print Name: Ann S. Coles            Print Name: Linda M. Rankey
Title: Acting President             Title: Production Manager





                                       12
<PAGE>




                                TABLE OF EXHIBITS





Exhibit A - Program Guidelines for CFS Direct to Consumer Loan Program


Schedule 3.3 - Guaranty Fee Amounts





                                       13
<PAGE>




                                    EXHIBIT A

           PROGRAM GUIDELINES FOR CFS DIRECT TO CONSUMER LOAN PROGRAM

                                      [**]







                                       14
<PAGE>



                                  SCHEDULE 3.3

                              GUARANTY FEE AMOUNTS

                                      [**]






                                       15
<PAGE>


              AMENDMENT TO GUARANTY AND LOAN ORIGINATION AGREEMENTS


This Amendment to Guaranty and Loan Origination Agreements (this "Amendment") is
made and entered into as of May 15, 2002, by and among THE EDUCATION RESOURCES
INSTITUTE, INC., a private non-profit corporation organized under Chapter 180 of
the Massachusetts General Laws with its principal place of business at 330
Stuart Street, Suite 500, Boston, Massachusetts 02116 ("TERI"), and CHARTER ONE
BANK, N.A., a national bank with its principal place of business at 1215
Superior Avenue, Cleveland, OH 44114, and a student loan department located at
833 Broadway, Albany, NY 12207 ("Lender").

                                   WITNESSETH

         WHEREAS TERI and Lender entered into Guaranty Agreements and Loan
Origination Agreements for the CFS Direct to Consumer Loan Program (dated May
15, 2002); AMS TuitionPay Diploma Loan Program (dated May 15, 2002); Education
Assistance Services Alternative Loan Program (dated May 15, 2002); NextStudent
Alternative Loan Program (dated May 15, 2002); GMAC Alternative Loan Program
(dated July 15, 2002); and CLC Alternative Loan Program (dated July 1, 2002)
(collectively, the "Guaranty Agreements" and the "Loan Origination Agreements");
and

         WHEREAS the parties hereto desire to amend the Guaranty Agreements and
the Loan Origination Agreements as set forth herein;

         NOW THEREFORE in consideration of the premises and for other good and
valuable consideration, the parties agree as follows:

I. Guaranty Agreement Amendments. TERI and Lender hereby agree to amend each of
the Guaranty Agreements as set forth below. Each amended section of the Guaranty
Agreements is set forth below in its entirety, with deletions to each section
marked with a strikethrough and additions to each section underlined twice:

                  A. Section 1.1 of each of the Guaranty Agreements is revised
as follows:

         "1.1 "Agent" shall mean State Street Bank and Trust Company, its
         successors and assigns, in its capacity as Agent under the Deposit and
         Security Agreement among TERI, the LENDER, the Agent, and the First
         Marblehead Corporation ("FMC") of even date herewith (the "Deposit and
         Security Agreement")."

                  B. Section 1.10 of each of the Guaranty Agreements is revised
as follows:

         "1.10 "Securitization Transaction" shall mean and refer to (a) a
purchase of Loans guaranteed hereunder by a special purpose entity ("SPE")
formed by FMC, which



                                       16
<PAGE>



purchase is funded through the issuance of debt instruments or other securities
by such entity, the repayment of which is supported by payments on the Loans or
(b) any other transaction whereby a Loan is transferred from the LENDER to FMC
or one of its affiliates."

         C. The second paragraph of Section 2.2.d of each of the Guaranty
Agreements is revised as follows:

         "Subsections 2.2.b. and 2.2.d. above notwithstanding, if a Loan
submitted for guaranty was originated by TERI on behalf of the LENDER pursuant
to a Loan Origination Agreement between the parties, (i) TERI will not deny the
LENDER's guaranty claim on such Loan if the sole basis for denial is a violation
of the Program Guidelines or a violation of Massachusetts or federal law
committed by TERI in the origination process, and (ii) TERI will have no
recourse against the LENDER in the event that TERI's actions or omissions in the
origination process shall have given rise to a successful defense in favor of
the Borrower in a suit on the Promissory Note."

         D. Section 2.4 of each of the Guaranty Agreements is revised as
follows:

         TERI may deny the LENDER's Guaranty Claim on any Loan on the grounds of
Due Diligence deficiencies. If TERI properly denies the LENDER's claim on any
Loan on the grounds of Due Diligence deficiencies, the LENDER may thereafter
require that TERI reinstate the guaranty of such Loan if (a) the LENDER corrects
such deficiencies and receives four (4) consecutive full on-time monthly
payments from the Borrower, according to any schedule permitted by the Program
Guidelines, and if at the time of the LENDER's request the Borrower is within
thirty (30) days of being current on all principal and interest payments on such
Loan, or (b) the LENDER satisfies any other method of cure set forth in the
Program Guidelines.

         E. Section 2.8 of each of the Guaranty Agreements is revised as
follows:

         "2.8 TERI will indemnify the LENDER and hold it harmless from and
against any loss, cost, damage or expense that the LENDER may suffer as a result
of claims to the extent they arise out of TERI's actions or omissions relative
to the LENDER's participation in the Program and do not arise out of the
LENDER's actions or omissions. "Expense" includes, without limitation, the
LENDER's reasonable attorney's fees. TERI will further indemnify the LENDER and
hold it harmless from and against any claim brought against the LENDER by any
Borrower based on actions or omissions of the LENDER that were mandated under
the Program Guidelines."

         F. Section 3.1 of each of the Guaranty Agreements is revised as
follows:

         "3.1 In originating, servicing, disbursing, and collecting Loans, the
         LENDER will comply, and cause its servicer and others acting on its
         behalf to comply, at all



                                       17
<PAGE>


         times with all Program Guidelines (including Due Diligence
         requirements) and all applicable requirements of federal and state laws
         and regulations."

         G. Section 3.2 of each of the Guaranty Agreements is revised as
follows:

         "3.2 The LENDER will use Promissory Notes, Loan applications,
disclosure statements, and other forms mutually agreeable to the parties. The
forms of Promissory Notes, Loan applications and disclosure statement attached
hereto as part of the Program Guidelines are agreed to be satisfactory to both
parties. Without limiting the generality of Sections 3.1 and 4.1, the LENDER
warrants the conformity of such instruments and any agreed successors thereto
with all applicable legal requirements, other than those of federal and
Massachusetts laws and regulations, and TERI warrants their conformity with
Massachusetts and federal law laws. In addition, upon TERI's request, the LENDER
will submit to TERI sample copies of promotional and marketing materials used in
connection with the Program. 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 the LENDER's obligations under this Agreement, and
no such delivery shall excuse the LENDER's performance of any of its obligations
under this Agreement."

         H. Section 3.3.b of each of the Guaranty Agreements, except for the
Guaranty Agreement dated May 15, 2002, for the CFS Direct-to-Consumer Loan
Program, is revised as follows:

         "b. At such times as are set forth in Schedule 3.3 attached hereto and
incorporated herein by reference, such additional fees as are set forth in the
fifth and sixth columns of Schedule 3.3 ("Subsequent Guaranty Fee"). If the
terms of Schedule 3.3 call for any Guaranty Fees to be paid to TERI or to the
Agent concurrent with the Securitization Transaction, LENDER shall pay the fees
directly (and be reimbursed in the Securitization Transaction to the extent
provided in the Note Purchase Agreement), or (ii) for the purchaser to pay the
fees directly. 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 the LENDER 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 by the LENDER 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. In the event that FMC fails to purchase any loan under
the Note Purchase Agreement, and the LENDER sells such loan to a third party,
the Guaranty Fees due with respect to such loan at the time of a Securitization
Transaction will instead be paid by the LENDER at the time the loan is sold to
the third party."



                                       18
<PAGE>


         I. Section 3.3.c of each of the Guaranty Agreements is revised as
follows:

         "c. Failure to remit any Guaranty Fee within thirty (30) days of the
time set forth above will not affect the validity of the guaranty for any Loan
for which the Guaranty Fee has already been paid in full, but, as a result, TERI
will have the right, at its discretion to (i) void its obligation to guarantee
or collect the Loan to which such Guaranty Fee relates or (ii) collect the
amount of any such Guaranty Fee and to add interest at the rate of eighteen
percent (18%) per annum from the disbursement date of the Loan to which such
Guaranty Fee relates, plus any costs (including attorneys' fees and expenses)
incurred by TERI in collecting or attempting to collect such Guaranty Fee from
the LENDER."

         J. Section 3.4 of each of the Guaranty Agreements is revised as
follows:

         "3.4 If TERI shall have purchased a Loan pursuant to Section 2.1 above,
the LENDER will promptly repurchase such Loan upon request from TERI if (i) TERI
succeeds, after purchasing, 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 to repurchase,
the Borrower is within thirty (30) days of being current on his or her payments
on such Loan, and provided further that this repurchase obligation may be
invoked by TERI only once as to any Loan (in which case, the Loan shall be
considered "rehabilitated"); or (ii) , 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. With respect to the repurchase of any Guaranteed Loan pursuant to
this Section 3.4, the repurchase price shall be equal to (1) the remaining
unpaid principal balance of such Loan, plus (2) any accrued and unpaid interest
thereon."

         K. (1) Section 3.5 of each of the Guaranty Agreements is revised as
follows:

         "3.5 To the extent permitted by applicable law, the LENDER will (i)
deliver to TERI such reports, documents, and other information concerning the
Loans as TERI may reasonably require, and (ii) permit independent auditors,
authorized representatives of TERI and 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 the LENDER's
participation in the Program. LENDER will cause its loan servicer to deliver to
TERI such reports, documents, and other detailed information concerning each
Loan as TERI may reasonably require. LENDER shall provide a monthly report
containing the information set forth on Exhibit B hereto at LENDER's actual
cost, if any. Any other reporting or information shall be provided upon TERI's
agreement to reimburse LENDER for its incremental cost of such report."



                                       19
<PAGE>


         (2) Exhibit B is added to each of the Guaranty Agreements in the form
of Exhibit B attached hereto.

         L. Section 3.6 of each of the Guaranty Agreements is revised as
follows:

         "3.6 If the LENDER should violate any term of this Agreement, it will
be liable to TERI for all loss, cost, damage or expense sustained by TERI as a
result. The LENDER will indemnify TERI and hold it harmless from and against all
loss, cost, damage or expense that TERI may suffer as a result of claims to the
extent they arise out of the LENDER's actions or omissions relative to the
LENDER's participation in the Program unless such actions or omissions are
specifically required by this Agreement, and do not arise out of TERI's actions
or omissions. The LENDER will similarly indemnify TERI with respect to any
defenses arising from the LENDER's violation of or failure to comply with any
law, regulation or order, or any term of this Agreement, that may be raised by a
Borrower to any suit upon a Promissory Note. "Expense" includes, without
limitation, TERI's reasonable attorney's fees."

         M. Section 5.7 of each of the Guaranty Agreements is revised as
follows:

         "5.7 This Agreement will be binding on the parties' respective
successors and assigns. Except as otherwise set forth in this Section 5.7, this
Agreement may not be assigned by either party without the other's written
consent.

         a. The LENDER may, without TERI's consent, assign any Loan, together
            with the provisions hereof as applicable to such Loan, to another
            entity participating in the Program, or to an SPE formed by the
            LENDER, in each case upon written notice to TERI.

         b. TERI specifically acknowledges that FMC or an SPE sponsored by FMC
            is expected to purchase some or all of the Loans, and this Agreement
            shall inure to the benefit of FMC or any such SPE upon such
            purchase. No notice of such purchase or consent to the assignment of
            the LENDER's rights under this Agreement in connection with a
            purchase of some or all of the Loans by FMC or any SPE sponsored by
            FMC shall be necessary.

         c. In assigning any Loan and its rights under this Agreement relating
            to such Loan in accordance with Section 5.7(a), (i) the LENDER's
            written notice to TERI must be made within thirty (30) days after
            said assignment and must identify each Loan to which such assignment
            relates, and (ii) TERI will fully cooperate with any Securitization
            Transaction or other sale of a portfolio of Loans, provided it is
            given thirty (30) days advance written notice of the date that
            information or documents are required of it and provided that its
            reasonable legal fees and other expenses incurred in connection with
            such transaction are reimbursed by the seller of such Loans.



                                       20
<PAGE>


         d. Except for any assignment hereunder to FMC or any SPE sponsored by
            FMC in connection with a purchase of Loans as described in
            subsection b., above, no assignment of Loans or the LENDER's rights
            hereunder without TERI's express written consent shall release the
            LENDER from any liability to TERI under this Agreement arising out
            of the LENDER's ownership of such Loans (whether arising prior to,
            as a result of or after the sale of such Loans by the LENDER)
            including, without limitation, the LENDER's obligation to pay any
            unpaid Guaranty Fees and to repurchase Loans pursuant to Section
            3.4.

         e. The Lender acknowledges that TERI has outsourced or subcontracted
            some or all of its administrative functions, including but not
            limited to the processing of guarantee claims, to First Marblehead
            Education Resources, Inc. In addition, the Lender acknowledges that
            TERI has subcontracted and may hereafter subcontract any
            administrative obligations necessary or convenient to TERI to
            perform its obligations hereunder, and that such subcontracts do not
            and shall not require the consent of the LENDER. Such outsourcing or
            subcontracting shall not relieve TERI of its obligations under this
            Agreement."

         N. Section 6 of the Guaranty Agreements is revised as follows:

         "The parties agree that the Program Guidelines will need to be updated
and modified from time to time to respond to changed conditions. 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 thirty
(30) days, and both parties will attempt to resolve any differences within
thirty (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 the LENDER's loan servicer shall take effect
within thirty (30) days after approval. Modifications requiring system
adjustments by the LENDER'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, and the LENDER agrees to take such actions as are
reasonably necessary to ensure that such servicer adjusts its systems as
promptly as practicable. 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 the modification process contained therein."

         O. Section 7.2 of each of the Guaranty Agreements is revised as
follows:

         "7.2 In the event that the parties are unable to agree on a proposed
modification to the Program Guidelines as provided in Section 6.1, above, the
party proposing the



                                       21
<PAGE>


modification shall have the option of terminating this Agreement effective
immediately upon written notice of termination to the other party, provided that
the party desiring to exercise this option to terminate does so within thirty
(30) days of the end of the thirty (30) day period provided in Section 6.1 for
the resolution of any differences."

II. Loan Origination Agreement Amendments. TERI and Lender hereby agree to amend
each of the Loan Origination Agreements as set forth below. Each amended section
of the Loan Origination Agreements is set forth below in its entirety, with
deletions to each section marked with a strikethrough and additions to each
section underlined twice:

         A. The last paragraph of Section 4 of each of the Loan Origination
Agreements is revised to read:

         "All billed fees will be paid within thirty (30) days of the Lender's
receipt of TERI's invoice, except fees subject to good faith dispute. Any
nondisputed amounts unpaid after sixty (60) days will be subject to a late fee
of 1.5% per month until paid in full. TERI's invoice will state the number of
applications received, approved, and processed during the month covered by the
invoice."

         B. Section 11.b of each of the Loan Origination Agreements is revised
to read:

         "b. If either party is in breach hereof, the other may terminate this
Agreement upon written notice, unless the breach is cured within (i) ten (10)
business days after written notice in the case of failure to pay monies due, and
(ii) thirty days in the case of all other breaches. If the breach is governed by
Section 10 above ("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."

         C. Section 11.d of each of the Loan Origination Agreements is revised
to read:


         "d. Upon termination of this Agreement, all books and records in TERI's
possession relating to Loan origination and history under this Agreement will
promptly be turned over to the Lender, provided that TERI may keep copies as it
deems advisable for archival purpose or as required by applicable law. The
foregoing provision shall not affect TERI's right to retain and use loan data in
its capacity as guarantor under the Guaranty Agreement."

III. Effectiveness. For each Guaranty Agreement and Loan Origination Agreement
listed in the first recital above, this Amendment shall take effect as of the
date of the original Agreements, as listed in the first recital above. Except as


                                       22
<PAGE>


expressly amended herein, each of the Guaranty Agreements and Loan Origination
Agreements remains in full force and effect.

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

THE EDUCATION RESOURCES INSTITUTE, INC.

By:   /Lawrence W. O'Toole/


CHARTER ONE BANK, N.A.

By:   /Linda M. Rankey/






                                       23
<PAGE>



                                    EXHIBIT B

                           SERVICER DATA REQUIREMENTS

                                      [**]











                                       24
<PAGE>




                                    AMENDMENT
                                       to
                               PROGRAM AGREEMENTS

                             Charter One Bank, N.A.
                         (CFS Alternative Loan Program)

This Amendment is entered into as of the 1st day of May, 2003 by and among
Charter One Bank, N.A., a national bank organized under the laws of the United
States and having a principal office located at 1215 Superior Avenue, Cleveland,
OH 44114, and a student loan department located at 833 Broadway, Albany, NY
12207 (the "Lender"), The First Marblehead Corporation, a Delaware corporation
having a principal place of business at 30 Little Harbor, Marblehead,
Massachusetts ("FMC"), and The Education Resources Institute, Inc., a private
non-profit corporation organized under Chapter 180 of the Massachusetts General
Laws with its principal place of business at 31 St. James Avenue, 6th Floor,
Boston, Massachusetts 02116 ("TERI") with regard to the Guaranty Agreement
between Lender and TERI dated May 15, 2002 (the " Guaranty Agreement"), the Loan
Origination Agreement between the same parties dated May 15, 2002 (the "Loan
Origination Agreement") and the Note Purchase Agreement between Lender and FMC
dated May 15, 2002. Capitalized terms used herein without definition have the
meaning set forth in the Guaranty Agreement.

WHEREAS the parties entered into a Deposit and Security Agreement, Guaranty
Agreement, Loan Origination Agreement, Note Purchase Agreement, and Marketing
Agreement, all as heretofore amended, and including all Exhibits and Schedules
thereto, on May 15, 2002 (collectively, the "Program Agreements"); and

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 adopt new program terms and to improve the
customer service and pricing that they offer to borrowers; and

WHEREAS, such improvements include offering risk-based pricing to borrowers;

WHEREAS, as a loan guarantor, TERI has established a program of risk-based
pricing based on tiered guaranty fees and/or tiered interest rates ("Risk-Based
Pricing"), which pricing is set forth on Exhibit A, that it believes correspond
with the actual risk of lending to borrowers with lesser creditworthiness;

WHEREAS, Lender desires to make use of the TERI Risk-Based Pricing system in
order to increase overall approval rates and increase its business; and



                                       25
<PAGE>


WHEREAS, Lender is free to set its prices to consumers at any level it desires,
free from constraint by TERI, so long as Lender pays TERI the guaranty fees
required under the Guaranty Agreement and the Program Guidelines incorporated
therein; and

WHEREAS, in an effort to offer a more diverse education loan program, the
parties wish to amend and expand the Program to include loans disbursed through
school channels.

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. TERI bases Risk
Based Pricing upon the projected net cost of defaults, which TERI believes
provides business justification for the pricing levels set forth in the
risk-based pricing it has offered to Lender. Any representation or warranty of
compliance with federal or state law made by TERI in the Guaranty Agreement or
the Loan Origination Agreement that may relate to Risk Based Pricing does not
extend beyond the pricing actually included in the Program Guidelines and in
Schedule 3.3 attached hereto.

2. Program Guidelines. TERI and the Lender hereby amend and restate the Program
Guidelines by adopting the Program Guidelines attached hereto as Exhibit A.
Promissory notes and the Truth-in-Lending Disclosure for program year 2003-04
for the CFS Alternative Loan 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 B
attached hereto.

4. Definitions in the Note Purchase Agreement. In the Note Purchase Agreement,

         (a) The Lender and FMC hereby amend and restate the definition of
"Seasoned Loan" to read in its entirety as set forth on Exhibit C attached
hereto.

         (b) The following definitions are added to Section I:

                  (i) "School Channel" loans are those CFS Conforming Loans for
which school certification is obtained, as set forth in the Program Guidelines.
"School Channel" loans are identified in Schedule 3.3 of the Guaranty Agreement
under the heading "Charter One School Channel Collegiate Funding Services
Referral Loan Products."

                  (ii) "Direct to Consumer" loans are those CFS Conforming Loans
for which proof of enrollment, but no school certification, is obtained, as set
forth in the Program Guidelines. "Direct to Consumer" loans are identified in
Schedule 3.3 of the Guaranty Agreement under the heading "Charter One Direct to
Consumer Collegiate Funding Services Referral Loan Products."



                                       26
<PAGE>


5. Program Name. In each of the Program Agreements, the "CFS Direct to Consumer
Loan Program" is hereby renamed the "CFS Alternative Loan Program".

6. 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.

6. Full Force and Effect. As amended herein, the Guaranty Agreement, Loan
Origination Agreement, and Note Purchase Agreement remain 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.

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


By:  /Lawrence W. O'Toole/                  By:  /Linda M. Rankey/
Name:                                            Name:    Linda M. Rankey
Title:                                           Title:   Production Manager


THE FIRST MARBLEHEAD CORPORATION


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





                                       27
<PAGE>



      SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND CHARTER ONE BANK

                                      [**]





                                       28
<PAGE>



                                    EXHIBIT A

                          CFS ALTERNATIVE LOAN PROGRAM
                               PROGRAM GUIDELINES




                                    UPDATED:
                                  APRIL 3, 2002
                                     REV 1.0











                                [GRAPHIC OMITTED]

                                [GRAPHIC OMITTED]







                                       29
<PAGE>



                                Table of Contents

Program Overview

       1. Schedule 3.3
       2. TERI Underwriting Guidelines
       3. PHEAA Servicing Guidelines
       4. Program Borrower Documents
                A. Promissory Notes
                B. Truth in Lending Disclosure

                                      [**]




                                       30
<PAGE>


                                    EXHIBIT B

                           2.04 Minimum Purchase Price

                                      [**]









                                       31
<PAGE>


                                    EXHIBIT C

                                      [**]









                                       32
<PAGE>


                                    EXHIBIT D

                    Amendment to Referral Marketing Agreement

                                      [**]










                                       33
<PAGE>



              AMENDMENT TO GUARANTY AND LOAN ORIGINATION AGREEMENTS


This Amendment to Guaranty and Loan Origination Agreements (this "Amendment") is
made and entered into as of January 1, 2004, by and between THE EDUCATION
RESOURCES INSTITUTE, INC., a private non-profit corporation organized under
Chapter 180 of the Massachusetts General Laws with its principal place of
business at 31 St. James Avenue, 6th Floor, Boston, Massachusetts 02116
("TERI"), and CHARTER ONE BANK, N.A., a national bank with its principal place
of business at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan
department located at 833 Broadway, Albany, NY 12207 ("Lender").

                                   WITNESSETH

         WHEREAS TERI and Lender entered into Guaranty Agreements and Loan
Origination Agreements identified on Exhibits A and B hereto (respectively, the
"Guaranty Agreements" and the "Loan Origination Agreements"); and

         WHEREAS the parties hereto desire to amend the Guaranty Agreements and
the Loan Origination Agreements as set forth herein;

         NOW THEREFORE in consideration of the premises and for other good and
valuable consideration, the parties agree as follows:

I. Guaranty Agreement Amendments. TERI and Lender hereby agree to amend and
restate certain sections of each of the Guaranty Agreements as set forth below.

         A. The definition of "Guaranty Event" in each of the Guaranty
Agreements is revised as follows:

         "1.5     'Guaranty Event' shall mean any of the following events with
                  respect to a Loan:

                  a.       failure of a Borrower to make monthly principal
                           and/or interest payments on a Loan when due, provided
                           such failure persists for a period of one hundred
                           eighty (180) consecutive days,

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

                  c.       the death of a Borrower.

                  For Loans on which the Borrower is two or more persons, none
                  of the above, with the exception of paragraph b., shall be a
                  Guaranty Event unless one or more such events shall have
                  occurred with



                                       34
<PAGE>


                  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, the LENDER at TERI's request will
                  withdraw its guaranty claim unless or until one of the other
                  Guaranty Events shall have occurred with respect thereto."

         B. The following provision is hereby added to Section 3.3 of each of
the Guaranty Agreements, as follows:

                  "In the event FMC has no further right or obligation under the
                  Note Purchase Agreement to purchase a Loan in a Securitization
                  Transaction, the LENDER shall pay all Subsequent Guaranty Fees
                  that are due to be paid at the time of securitization as set
                  forth in Schedule 3.3. Such fees shall be payable (A) with
                  respect to any Loan already funded, within thirty (30) days
                  after presentation of an invoice by TERI to the Lender, and
                  (B) with respect to Loans funded after the date of such
                  invoice, at the time of disbursement."

         C. Section 8 of each of the Guaranty Agreements is hereby amended and
restated to read in its entirety as follows:

         "Section 8:  CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

         8.1      During the course of negotiating this Agreement and hereafter
                  during the pendency of this Agreement, the parties from time
                  to time may have revealed or may hereafter reveal to each
                  other certain information concerning their respective business
                  plans, business methods, financial data and projections,
                  and/or information that is not generally known in the student
                  loan industry, including, without limitation, the terms and
                  conditions of this Agreement. All the foregoing is referred to
                  herein as "Confidential Information." In TERI's case, its
                  Confidential Information also includes, but is not limited to,
                  information concerning the operation of its telephone and
                  on-line loan applications procedures, and its online credit
                  scoring system. Each party will use reasonable efforts to
                  preserve the confidentiality of Confidential Information
                  contained herein or disclosed to it by the other party, such
                  efforts to be not less vigilant than those that such party
                  uses to protect its own proprietary information. The foregoing
                  is subject to the following qualifications:

                  a.       No party will be so bound with respect to information
                           that is or becomes public knowledge in the student
                           loan industry



                                       35
<PAGE>


                           (but if it does so through any fault of such party
                           that fault will be considered a material breach of
                           this Agreement);

                  b.       No party will be so bound with respect to information
                           that is now or hereafter comes into its possession by
                           its own documented independent efforts or from a
                           third party who, so far as the recipient party has
                           reason to believe, is under no comparable restriction
                           with respect to such information;

                  c.       Either party may disclose Confidential Information to
                           its attorneys, auditors, agents, and consultants who
                           are bound to maintain the confidentiality of such
                           information;

                  d.       Either party may disclose Confidential Information in
                           the context of any regulatory review of its
                           operations or as compelled by law, regulation, or
                           court order, provided that in the context of a court
                           order the party required to disclose will (i) give
                           the other party prompt written notice upon learning
                           of the requirement so that the other party may take
                           appropriate action to prevent or limit the
                           disclosure, (ii) consult with the other party and use
                           all reasonable efforts to agree on the nature, form,
                           timing and content of the disclosure, (iii) except as
                           otherwise agreed under (ii), disclose no more than
                           its counsel advises is legally required, and (iv)
                           inform the Court and all counsel concerned that such
                           information is and should be treated as confidential
                           information of the other party; and

                  e.       Information concerning Loans and Borrowers that comes
                           into TERI's possession shall not be considered
                           Confidential Information of the Lender.

                  f.     Without limiting the foregoing, TERI may disclose any
                         of the LENDER's Confidential Information to any entity
                         to which TERI subcontracts its obligations under this
                         Agreement pursuant to Section 5.7(e) hereof.

         8.2      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, as a
                  financial institution subject to Regulation P, 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.



                                       36
<PAGE>


         8.3      Without limiting the foregoing, TERI may retain as its own
                  property and use for any lawful purpose any or all data
                  concerning Loan applicants and Borrowers that does not include
                  names, addresses or social security numbers. TERI may sell,
                  assign, transfer or disclose aggregated or de-indentified data
                  concerning Loan applicants and Borrowers that does not include
                  names, addresses, social security numbers, account numbers, or
                  any other identifying information to third parties including,
                  without limitation, FMC, who may also use such information for
                  any lawful purpose.

         8.4      The parties acknowledge that a breach of any of the terms of
                  this Section 8 would cause irreparable harm to the
                  non-breaching party for which it could not be adequately
                  compensated by monetary damages. Accordingly, both parties
                  agree that, in addition to all other remedies available to the
                  non-breaching party in an action at law, in the event of any
                  breach or threatened breach by either party of the terms of
                  this Section 8, the non-breaching party shall, without the
                  necessity of proving actual damages or posting any bond or
                  other security, be entitled to temporary and permanent
                  injunctive relief, including, but not limited to, specific
                  performance of the terms of this Section 8."

II. Loan Origination Agreement Amendments. TERI and Lender hereby agree to amend
and restate certain sections of each of the Loan Origination Agreements as set
forth below.

         A. Section 7 of each of the Loan Origination Agreements is hereby
amended to read as follows:

              "Section 7:           WARRANTIES AND REPRESENTATIONS

                  a. TERI and the Lender each represents and warrants to the
         other that it has full power and authority to enter into, deliver and
         perform this Agreement.

                  b. TERI and the Lender each represents and warrants to the
         other that it will at all times comply with the Truth-in-Lending Act,
         the Equal Credit Opportunity Act and similar consumer protection
         statutes adopted by the Federal Government and all other applicable
         jurisdictions and duly adopted regulations pertaining to each party.
         The foregoing notwithstanding, TERI will comply with all federal, state
         and local laws, rules and regulations applicable to the origination,
         disbursement, and maintenance of records concerning Loans subject to
         this Agreement, it being understood and agreed that such state and
         local laws, rules, and



                                       37
<PAGE>


         regulations shall, with respect to TERI, only include (1) the laws of
         the Commonwealth of Massachusetts, (2) the laws of any other state that
         duplicate federal requirements, and (3) those state and local laws,
         rules, and regulations of which LENDER specifically informs TERI in
         writing and with which TERI specifically agrees in writing to comply
         (collectively, "Applicable Laws").

                  c. Without limiting the generality of the foregoing, TERI
         represents and warrants that:

                           (1) the origination of each Loan and any accompanying
         notices and disclosures conform to all Applicable Laws;

                           (2) the origination of each Loan was conducted in
         accordance with the Program Guidelines, including, without limitation,
         the requirements therein that (A) no loan be originated for a dead
         borrower or a borrower involved in a bankruptcy proceeding; (B) at
         least one borrower for each loan must be a United States
         citizen/national or a permanent resident alien of the United States,
         and (C) the borrower must have attained the age of majority at the time
         of the loan application;

                           (3) following procedures, policies, and underwriting
         criteria set forth in the Program Guidelines, TERI will obtain for each
         Loan a promissory note duly and properly executed by each borrower, any
         student maker named therein, and any cosigner thereunder;

                           (4) the promissory notes TERI uses in the performance
         of its obligations hereunder will conform to the promissory note forms
         included in the Program Guidelines and shall require interest accrual
         (whether or not such interest will be paid beginning shortly after
         disbursement of the loan or shall instead be capitalized) and provide
         or, when the payment schedule with respect thereto is determined, will
         provide for payments on a periodic basis that fully amortize the
         principal amount of the loan by its maturity, as such maturity may be
         modified in accordance with any applicable deferral forbearance periods
         granted in accordance with applicable law and the Program Guidelines;

                           (5) each Loan will be originated by TERI in the
         United States in the ordinary course of its business;

                           (6) each Loan will be made to an eligible borrower
         under the Program Guidelines with legal capacity to execute and deliver
         the promissory note under Applicable Laws;



                                       38
<PAGE>


                           (7) each promissory note documenting a Loan will
         contain consumer loan terms and involve guaranty fees payable to TERI
         in strict conformity with the Program Guidelines;

                           (8) no application for a Loan shall be rejected,
         approved, or discouraged by TERI on the basis of race, sex, color,
         religion, national origin, age (other than laws limiting the capacity
         to enter a binding contract) or marital status, the fact that all or a
         part of the borrower's or co-signer's income derives from any public
         assistance program, or the fact that the borrower or any co-signer has,
         in good faith, exercised any right under the Consumer Credit Protection
         Act; and

                           (9) TERI will commit no fraud, error, omission,
         misrepresentation, or similar occurrence with respect to any Loan
         originated hereunder and TERI's guaranty obligation under the Guaranty
         Agreement shall not be terminated or otherwise affected or impaired
         with respect to any Loan (A) by the LENDER's granting an extension of
         time to the Borrower to make scheduled payments, or by any other
         indulgence the LENDER may grant to the Borrower, provided that all
         extensions and other indulgences meet the forbearance standards and
         other requirements of the Program Guidelines, (B) because of any fraud
         in the execution of the promissory note relating to such Loan, (C)
         because of any illegal or improper acts of the Borrower, or (D) because
         the Borrower may be relieved of liability for such Loan due to lack of
         contractual capacity or any other statutory exemption."


III. Effectiveness. This Amendment shall take effect as of the date first listed
above. Except as expressly amended herein, each of the Guaranty Agreements and
Loan Origination Agreements remains in full force and effect.

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

THE EDUCATION RESOURCES INSTITUTE, INC.

By:    /Lawrence W. O'Tooole/


CHARTER ONE BANK, N.A.

By:    /Linda M. Rankey-Froggett/





                                       39
<PAGE>



                                    EXHIBIT A

                               Guaranty Agreements

------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(Collegiate Funding Services, LLC)

------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002, May 1, 2003,
October 1, 2003, and November 17, 2003
(Academic Management Services, Inc.)

------------------------------------------
May 15, 2002, as amended May 1, 2003
(Pinnacle Peak Solutions, Inc., d/b/a
NextStudent)

------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(EAS Group, LLC)

------------------------------------------
July 1, 2002, as amended May 1, 2003
(College Loan Corporation)

------------------------------------------
September 20, 2002, as amended May 1,
2003 (Southwest Student Services
Corporation)

------------------------------------------
December 4, 2002, as amended May 1,
2003 and November 17, 2003 (Comerica
Bank)

------------------------------------------
March 17, 2003, as amended May 1, 2003
(PNC Bank)

------------------------------------------
May 1, 2003
(Student Assistance Foundation of
Montana)

------------------------------------------
May 15, 2003
(Navy Federal Credit Union)

------------------------------------------
May 15, 2003, as amended in an
amendment dated May 15, 2003
(Washington Mutual Bank, F.A.)

------------------------------------------




                                       40
<PAGE>


------------------------------------------
May 15, 2003
(Education Services Foundation)

------------------------------------------
June 30, 2003, as amended September
30, 2003 and November 17, 2003
(effective September 30, 2003)
(Student Loan Corporation)

------------------------------------------
July 15, 2003
(Brazos Higher Education Service
Corporation)

------------------------------------------
September 15, 2003
(Higher Education Servicing
Corporation)

------------------------------------------
September 20, 2003
(Marshall & Ilsley Bank)

------------------------------------------
October 31, 2003
(Pennsylvania Higher Education
Assistance Agency)

------------------------------------------
November 17, 2003
(Illinois Designated Account
Purchasing Program)

------------------------------------------
December 1, 2003
(Creditron Financial Services, Inc.)

------------------------------------------
December 29, 2003
(AAA Southern New England Bank)

------------------------------------------






                                       41
<PAGE>



                                    EXHIBIT B
                           Loan Origination Agreements


------------------------------------------

May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(Collegiate Funding Services, LLC)

------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(Academic Management Services, Inc.)

------------------------------------------
May 15, 2002, as amended May 1, 2003
(Pinnacle Peak Solutions, Inc., d/b/a
NextStudent)

------------------------------------------
May 15, 2002, as amended May 15, 2002
(EAS Group, LLC)

------------------------------------------
July 1, 2002, as amended in an
amendment effective July 1, 2002
(College Loan Corporation)

------------------------------------------
September 20, 2002
(Southwest Student Services Corporation)

------------------------------------------
 December 4, 2002
(Comerica Bank)

------------------------------------------
 March 17, 2003
(PNC Bank)

------------------------------------------
 May 1, 2003
(Student Assistance Foundation of
Montana)

------------------------------------------
 May 15, 2003
(Navy Federal Credit Union)

------------------------------------------
 May 15, 2003
(Washington Mutual Bank, F.A.)

------------------------------------------
 May 15, 2003
(Education Services Foundation)

------------------------------------------
June 30, 2003, as amended September
30, 2003

------------------------------------------

                                       42
<PAGE>


------------------------------------------
(Student Loan Corporation)

------------------------------------------
 July 15, 2003
(Brazos Higher Education Service
Corporation)

------------------------------------------
September 15, 2003
(Higher Education Servicing
Corporation)

------------------------------------------
September 20, 2003
(Marshall & Ilsley Bank)

------------------------------------------
October 31, 2003
(Pennsylvania Higher Education
Assistance Agency)

------------------------------------------
 November 17, 2003
(Illinois Designated Account
Purchasing Program)

------------------------------------------
December 1, 2003
(Creditron Financial Services, Inc.)

------------------------------------------
December 29, 2003
(AAA Southern New England Bank)

------------------------------------------




                                       43
<PAGE>




                                 FIFTH AMENDMENT
                                       to
                               PROGRAM AGREEMENTS
                             Charter One Bank, N.A.
                         (CFS Alternative Loan Program)

This Amendment is entered into as of the 1st day of March, 2004 by and among
Charter One Bank, N.A., a national bank organized under the laws of the United
States and having a principal office located at 1215 Superior Avenue, Cleveland,
OH 44114, and a student loan department located at 833 Broadway, Albany, NY
12207 (the "Lender") and The Education Resources Institute, Inc., a private
non-profit corporation organized under Chapter 180 of the Massachusetts General
Laws with its principal place of business at 31 St. James Avenue, 6th Floor,
Boston, Massachusetts 02116 ("TERI") with regard to the Guaranty Agreement
between Lender and TERI dated May 15, 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 Amendment
to the Note Purchase Agreement dated May 15, 2002; an Amendment to the Referral
Marketing Agreement dated December 6, 2002; a Second Amendment to the Note
Purchase Agreement dated December 6, 2002; and an Amendment to Program
Agreements dated May 1, 2003, for program year 2003-04; and

WHEREAS, TERI and Lender desire to adopt new program terms for the 2004-2005
program year for the CFS Alternative 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 the Lender hereby amend and restate Schedule 3.3 to the
Guaranty Agreement by adopting the Schedule 3.3 attached hereto.

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

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.




                                       44
<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                     CHARTER ONE BANK, N.A.
INSTITUTE, INC.


By:    /Lawrence W. O'Toole/                By:    /Linda M. Rankey-Froggett/
Name:                                       Name:  Linda M. Rankey-Froggett
Title: President                            Title: Production Manager





                                       45
<PAGE>




      SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND CHARTER ONE BANK

                                      [**]






                                       46
<PAGE>




                                    EXHIBIT A

                          CFS ALTERNATIVE LOAN PROGRAM
                               PROGRAM GUIDELINES




                                    UPDATED:
                                FEBRUARY 10, 2004
                         EFFECTIVE: PROGRAM YEAR 2004-5











                                [GRAPHIC OMITTED]

                                [GRAPHIC OMITTED]







                                       47
<PAGE>



                                Table of Contents

Program Overview

       1. Schedule 3.3
       2. TERI Underwriting Guidelines
       3. PHEAA Servicing Guidelines
       4. Program Borrower Documents
                A. Promissory Notes
                B. Truth in Lending Disclosure


                                      [**]



                                       48
<PAGE>



              AMENDMENT TO GUARANTY AND LOAN ORIGINATION AGREEMENTS


This Amendment to Guaranty and Loan Origination Agreements (this "Amendment") is
made and entered into as of, and shall be effective as of, March 1, 2004, by and
between THE EDUCATION RESOURCES INSTITUTE, INC., a private non-profit
corporation organized under Chapter 180 of the Massachusetts General Laws with
its principal place of business at 31 St. James Avenue, 6th Floor, Boston,
Massachusetts 02116 ("TERI"), and CHARTER ONE BANK, N.A., a national bank with
its principal place of business at 1215 Superior Avenue, Cleveland, OH 44114,
and a student loan department located at 833 Broadway, Albany, NY 12207
("Lender").

                                   WITNESSETH

         WHEREAS TERI and Lender entered into Guaranty Agreements and Loan
Origination Agreements identified on Exhibits A and B hereto (respectively, the
"Guaranty Agreements" and the "Loan Origination Agreements"); and

         WHEREAS the parties hereto desire to amend the Guaranty Agreements and
the Loan Origination Agreements to replace references to and associated with (a)
Deposit and Security Agreements among Lender, FMC, The Education Resources
Institute, Inc. ("TERI"), and U.S. Bank National Association ("U.S. Bank"), and
(b) Control Agreements and Security Agreements entered into prior to the date
hereof, to references to and associated with a Security Agreement of even date
herewith between Lender and TERI ("Security Agreement") and a Control Agreement
of even date herewith among Lender, U.S. Bank, and FMC ("Control Agreement");;

         NOW THEREFORE in consideration of the premises and for other good and
valuable consideration, the parties agree as follows:

1. Guaranty Agreement Amendments. TERI and Lender hereby amend each of the
Guaranty Agreements as follows:

         a.       Each definition of "Agent" is deleted and references to the
                  term "Agent" are replaced with references to "Custodian";

         b.       Each definition of "Borrower" is renumbered as Section 1.1;

         c.       A defined term "Custodian" is hereby added (or, if applicable,
                  revised) as Section 1.2 to read as follows: "`Custodian' shall
                  mean U.S. Bank National Association, its successors and
                  assigns, in its capacity as Depository Institution under the
                  Security Agreement dated March 1, 2004, and as Bank under the
                  Control Agreement dated March 1, 2004 (together, "Security
                  Documents"), or a successor custodian appointed in accordance
                  with the Security Documents;"




                                       49

<PAGE>

         d.       A defined term "Security Documents" is added (or, as
                  applicable, revised) as Section 1.12 to read as follows:
                  "`Security Documents' shall have the meaning assigned in
                  Section 1.2;"

         e.       In Section 3.3(b)(i) the words "to TERI or to the Agent" are,
                  as applicable, deleted so that Section 3.3(b)(i) of each
                  Guaranty Agreement reads in its entirety as follows: "If the
                  terms of Schedule 3.3 call for any Guaranty Fees to be paid
                  concurrent with the Securitization Transaction, the LENDER
                  shall pay such fees directly (and be reimbursed in the
                  Securitization Transaction to the extent provided in the Note
                  Purchase Agreement)."

         f.       Each and every reference to the "Deposit and Security
                  Agreement" is replaced with a reference to the "Security
                  Documents."

II.               Loan Origination Agreement Amendments. TERI and Lender hereby
                  amend each of the Loan Origination Agreements by replacing
                  each reference to the "Deposit and Security Agreement" with a
                  reference to the "Security Agreement."

III.              Full Force and Effect. Except as expressly amended herein,
                  each of the Guaranty Agreements and Loan Origination
                  Agreements remains in full force and effect, each according to
                  its terms.

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

THE EDUCATION RESOURCES INSTITUTE, INC.

By:      /Lawrence W. O'Toole/


CHARTER ONE BANK, N.A.

By:      /Linda M. Rankey-Froggett/





                                       50
<PAGE>



EXHIBIT A

                               GUARANTY AGREEMENTS


------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(Collegiate Funding Services, LLC)

------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002, May 1, 2003,
October 1, 2003, and November 17, 2003
(Academic Management Services, Inc.)

------------------------------------------
May 15, 2002, as amended May 1, 2003
(Pinnacle Peak Solutions, Inc., d/b/a
NextStudent)

------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(EAS Group, LLC)

------------------------------------------
July 1, 2002, as amended May 1, 2003
(College Loan Corporation)

------------------------------------------
September 20, 2002, as amended May 1,
2003
(Southwest Student Services Corporation)

------------------------------------------
December 4, 2002, as amended May 1,
2003 and November 17, 2003
(Comerica Bank)

------------------------------------------
March 17, 2003, as amended May 1, 2003
(PNC Bank)

------------------------------------------
May 1, 2003
(Student Assistance Foundation of
Montana)

------------------------------------------
May 15, 2003
(Navy Federal Credit Union)

------------------------------------------
May 15, 2003, as amended in an
amendment dated May 15, 2003
(Washington Mutual Bank, F.A.)

------------------------------------------
 May 15, 2003
------------------------------------------

                                       51
<PAGE>



------------------------------------------
(Education Services Foundation)

------------------------------------------
June 30, 2003, as amended September
30, 2003 and November 17, 2003
(effective September 30, 2003)
(Student Loan Corporation)

------------------------------------------
July 15, 2003
(Brazos Higher Education Service
Corporation)

------------------------------------------
September 15, 2003
(Higher Education Servicing Corporation)

------------------------------------------
September 20, 2003
(Marshall & Ilsley Bank)

------------------------------------------
October 31, 2003
(Pennsylvania Higher Education
Assistance Agency)

------------------------------------------
November 17, 2003
(Illinois Designated Account
Purchasing Program)

------------------------------------------
December 1, 2003
(Creditron Financial Services, Inc.)

------------------------------------------
December 29, 2003
(AAA Southern New England Bank)

------------------------------------------
February 17, 2004
(Next Student Consolidation)

------------------------------------------




                                       52
<PAGE>


EXHIBIT B

                           LOAN ORIGINATION AGREEMENTS


------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(Collegiate Funding Services, LLC)

------------------------------------------
May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(Academic Management Services, Inc.)

------------------------------------------
May 15, 2002, as amended May 1, 2003
(Pinnacle Peak Solutions, Inc., d/b/a
NextStudent)

------------------------------------------
May 15, 2002, as amended May 15, 2002
(EAS Group, LLC)

------------------------------------------
July 1, 2002, as amended in an
amendment effective July 1, 2002
(College Loan Corporation)

------------------------------------------
September 20, 2002
(Southwest Student Services
Corporation)

------------------------------------------
 December 4, 2002
(Comerica Bank)

------------------------------------------
 March 17, 2003
(PNC Bank)

------------------------------------------
 May 1, 2003
(Student Assistance Foundation of
Montana)

------------------------------------------
 May 15, 2003
(Navy Federal Credit Union)

------------------------------------------
 May 15, 2003
(Washington Mutual Bank, F.A.)

------------------------------------------
 May 15, 2003
(Education Services Foundation)

------------------------------------------
June 30, 2003, as amended September
30, 2003
(Student Loan Corporation)

------------------------------------------


                                       53
<PAGE>



------------------------------------------
July 15, 2003
(Brazos Higher Education Service
Corporation)

------------------------------------------
September 15, 2003
(Higher Education Servicing Corporation)

------------------------------------------
September 20, 2003
(Marshall & Ilsley Bank)

------------------------------------------
October 31, 2003
(Pennsylvania Higher Education
Assistance Agency)

------------------------------------------
November 17, 2003
(Illinois Designated Account
Purchasing Program)

------------------------------------------
December 1, 2003
(Creditron Financial Services, Inc.)

------------------------------------------
December 29, 2003
(AAA Southern New England Bank)

------------------------------------------




                                       54