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                                                                    EXHIBIT 10.7

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.

                               Amendment Agreement

      This Amendment Agreement is entered into as of August 1, 2001 among First
Union National Bank of Delaware ("Lender"), The Education Resources Institute
("TERI"), SunTech, Inc. (the "Servicer") and Collegiate Funding Services, L.L.C.
("CFS"), collectively the "Parties".

      WHEREAS, the Lender, TERI, Servicer and CFS are Parties to various
agreements to promote and operate CFS' Real World Private Consolidation Loan
Program ("RWPCL Program") including the Private Consolidation Loan Origination
Responsibility Agreement dated as of June 12, 2001, the Guaranty Agreement dated
January 27, 1997, as amended, and the Master Origination and Servicing Agreement
dated January 18, 2001, as amended (the "Agreements") which provide for the
marketing, funding, insuring and servicing of consolidation of private education
loans; and

      WHEREAS, the Agreements each include as an exhibit or attach, or refer to,
certain Underwriting, Origination, and Servicing Guidelines for the Real World
Private Consolidation Loan Program adopted as of June 12, 2001 (the
"Regulations"); and

      WHEREAS, the Parties desire to amend the Agreements and/or the Regulations
as they may apply to the Agreements for the mutual benefit of the Parties, all
as hereinafter set forth in greater detail.

      NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by each party, the Parties agree as follow.

      1. On page 4 of the Regulations, the last bullet "United States
citizenship...." Is hereby amended to read in its entirety:

      "United States citizenship or permanent residency - required for either
the Borrower or the Co-Borrower."

      2. On page 5 of the Regulations, part "A. Citizenship" is hereby amended
to read in its entirety:

      "The Borrower or the Co-Borrower must be a U.S. citizen or a permanent
      resident of the United States. This U.S. citizen requirement will be
      deemed satisfied if the `Yes' box is marked by the Borrower or, if
      applicable, the Co-Borrower in item 4. or 20., respectively, of the
      Private Consolidation Loan Application and Promissory Note. No further
      verification is needed. If the Borrower or the Co-Borrower IS a Permanent
      Resident, then the Originator must verify Permanent Residency status with
      the Certification of U.S.

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      Citizenship (INS form N-560 or N-561). The Originator will forward
      documentation of Permanent Residency to the Servicer along with the
      Borrower file."

      3. The Following procedures will be followed to establish the definitive
payoff amount for each underlying loan sought to be included in the RWPC Loan in
all instances in which a Payoff Request Form ("PORF") is not obtained to support
an underlying loan. When obtained, a PORF shall supercede any and all other loan
payoff/balance documentation that may be obtained and render unnecessary the
process, procedures and requirements described below:

      A.    For each Application, CFS shall transmit to the Borrower a copy of
            the attached "Borrower Certification of Private Loan Balance" form
            ("Borrower Certification Form"). When CFS receives a completed
            Borrower Certification Form it will compare the payoff balance for
            each underlying loan supplied thereon with the balance for the
            corresponding loan on the Borrower's credit bureau report obtained
            no more than 90 days before receipt of the Borrower Certification
            Form. See attachment "A" for the approved Borrower Certification
            Form. In instances where the loan reported by the Borrower is not
            listed on a credit bureau, CFS must follow the documentation
            requirement contained in Paragraph 3(D) below.

      B.    If CFS determines that the Borrower-verified balance on the Borrower
            Certification Form for a particular underlying loan is equal to or
            less than 105% of the balance for such loan indicated on the credit
            bureau report, the Parties shall accept the lesser of the Borrower
            certified balance or the credit bureau report balance as the
            accurate "pay-off" amount for such loan. The Borrower Certification
            Form or credit bureau report, as applicable, shall constitute the
            sole proof of the "payoff balance" required for such underlying
            loan. The Borrower Certification Form and Borrower Certification of
            Payoff Balance Comparison Worksheet (Attachment C) shall be included
            in the Borrower File delivered by CFS to the Servicer. The
            requirement to collect a Payoff Request Form ("PORF"), and include
            the same in the Borrower File, is waived for underlying loans
            described in this paragraph 3(B). See attachment "B" for the
            hardcopy documentation requirements.

      C.    If CFS determines that the balance on the Borrower Certification
            Form for a particular underlying loan is more than 105%, but less
            than or equal to 110%, of the balance for such loan indicated on the
            credit bureau report, CFS shall call the Borrower and encourage and
            assist the Borrower in obtaining written loan payoff balance
            documentation from the holder(s) of such loan (see Attachment "B"
            for the acceptable documentation). Such written documentation shall
            constitute the sole proof of the "payoff balance" required for such
            underlying loan and shall, along with the Borrower Certification
            Form and Borrower Certification Comparison Worksheets, be included
            in the Borrower File delivered by CFS to the Servicer. The
            requirement to collect a Payoff Request Form ("PORF"), and include
            the same in the Borrower File, is waived for underlying loans
            described in this paragraph 3(C).

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      D.    If CFS determines that balance on the Borrower Certification Form
            for a particular underlying loan is more than 110% of the balance
            for such loan indicated on the credit bureau report, or if the
            borrower's loan amount does not appear in the credit bureau
            trade-line, CFS will only include such loans in the Consolidation
            Loan if it obtains the Pay-Off Request Form(s) from the current
            holder/servicer/lender, and in such event the PORF shall constitute
            the sole acceptable proof of the "payoff balance" for such affected
            loan and shall, be included in the Borrower File delivered by CFS to
            the Servicer.

      E.    In its review of the Borrower File as required under the Master
            Origination and Servicing Agreement dated January 18, 2001, as
            amended, Servicer shall verify that the File contains each form of
            document for each underlying loan as noted by CFS on the BORROWER
            PAYOFF CERTIFICATION OF EDUCATION LOAN BALANCES VERIFICATION
            CHECKLIST (attached hereto as Attachment D). Servicer shall have no
            obligation whatsoever to investigate or otherwise verify the
            accuracy of the information contained on any Attachment D; it being
            understood that Servicer's sole obligation under this paragraph is
            to verify that CFS forwarded each of the documents that CFS listed
            on Attachment D.

      F.    As long as this Section 3 is in effect, Lender and TERI shall accept
            the Borrower certification contained in the Application/ Promissory
            Note and in the Borrower Certification as acceptable certification
            that the loans listed for consolidation on such documents were used
            for qualifying education purposes.

      G.    For each RWPC Loan, the principal loan amount covered by TERI's
            Guarantee shall equal the aggregate amount of the underlying loan
            payoff balances (including interest/fees) listed on the (i) Borrower
            Certification Form, credit bureau report or PORF, as applicable for
            underlying loans described in Section 3(B) above, (ii) Attachment B
            documentation or PORF, as applicable, for underlying loans described
            in Section 3(C), and (iii) the PORF for underlying loans described
            in Section 3(D), provided that the principal amount of such
            Guarantee shall in no event exceed the principal amount of the RWPC
            loan actually disbursed by the Lender.

      H.    When the loan payoff balance for one or more underlying loans
            included in a RWPC Loan is supported by a Borrower Certification
            Form and/or Attachment B documentation, such original underlying
            loan(s) shall be deemed by the Parties to be non-TERI-guaranteed
            loans for purposes of calculating the TERI guaranty fee pursuant to
            "IV. Payment of Guaranty Fees to TERI" of the Regulations.

      I.    All parties agree that the Borrower Certification Form process
            outlined in Sections 3(A)-(H) is subject to termination by TERI and
            Lender effective on any October 1st during the term of the
            Agreement. To become effective, notice of such termination must be
            given to CFS no less than thirty (30) days prior to the desired
            October 1st termination date. Lender may also terminate the Borrower
            Certification Form process outlined in Sections 3(A)-(H) at anytime
            upon 10 days written notice to CFS if more than two percent (2%) of
            Borrower Files provided

<PAGE>

            by CFS to Servicer in any particular calendar month do not at the
            time of initial submission to Servicer include the completed
            Borrower Certification of Payoff Balance Comparison Worksheet, the
            Borrower Certification Form and, as applicable, the alternative
            hardcopy documentation required under Paragraph 3(C), or the PORF
            required under Paragraph 3(D), provided further that such
            noncompliance persists for three (3) consecutive calendar months.
            Servicer's document exceptions list provided to CFS pursuant to
            Section 6(D) of the Private Consolidation Loan Origination
            Responsibility Agreement dated as of June 12, 2001 shall, absent
            clear and convincing evidence to the contrary, be conclusive proof
            of whether the PORF, or, in the absence of such PORF as contemplated
            in Paragraphs 3(B) & (C), whether the Borrower Certification of
            Payoff Balance Comparison Worksheet, the Borrower Certification
            Form, and solely for underlying loans described in Paragraph 3(C)
            the alternative hardcopy documentation required thereunder, were
            contained in the Borrower Files at time of submission to Servicer.
            Any termination under this paragraph 3(I) shall terminate
            application of sections 3(A) through 3(H) above on a prospective
            basis only and the Parties will thereafter, with respect to all
            Consolidation Loans that have not had at least one disbursement
            issued prior to the effective date of termination, revert to the
            PORF process originally outlined in the Agreements.

      4. CFS will supply to Lender each week a list of loan applications
(identifying borrower name, SSN, and payoff balance) with tolerances between
105.00% and 110.01% submitted for funding by CFS during the previous calendar
week. CFS will provide to Lender within 5 business days of Lender's request all
of the required loan payoff documentation for a random sample of Loans funded by
Lender in any month for no more than 50 Loans (i.e., as applicable, the copy of
the Borrower Certification Forms, the credit reports used to determine the
payoff variance percentages, the Borrower Certification Comparison of Balance
Payoff Worksheets, the PORFs, and the alternative hardcopy documentation
required under Paragraph 3(C)).

      5. Except as explicitly set forth herein, nothing in this Amendment
Agreement is intended, nor shall it, release, remove, modify, alter, or amend
any obligation, duty, or responsibility of any party as set forth in the
Agreements. This Amendment Agreement may be executed in counterparts, each of
which may be a fax copy of an original but all of which, taken together, shall
constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties have set their hands hereto.

FIRST UNION NATIONAL BANK OF DELAWARE ("Lender")

      /s/ Ricardo Ramirez
      ------------------------------
By:   Ricardo Ramirez

COLLEGIATE FUNDING SERVICES, LLC ("CFS")

      /s/ W. Clark McGhee
      ------------------------------
By:   W. Clark McGhee

THE EDUCATION RESOURCES INSTITUTE (TERI)

      /s/ Ann S. Coles
      ------------------------------
By:   Ann S. Coles

SUNTECH, INC. ("Servicer")

      /s/ Malcolm Lightsey
      ------------------------------
By:   Malcolm Lightsey

ATTACHMENTS:   Attachment "A"     -       Borrower Certification Form

               Attachment "B"     -       Payoff Documentation

               Attachment "C"     -       Borrower certification of Payoff

               Balance Comparison Worksheet

               Attachment "D"     -       Borrower Payoff Certification of

               Education Loan Balances Verification Checklist

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                               AMENDMENT AGREEMENT

Amendment to the Agreement dated as of August 1, 2001, among First Union
National Bank of Delaware ("Lender"), The Education Resources Institute
("TERI"), Suntech, Inc (the "Servicer") and Collegiate Funding Services, L.L.C.
("CFS"), collectively the "Parties". This Amendment is made effective this 20th
day of February, 2002.

Section 3 - Paragraph B shall be amended to read as follows with respect to all
RWPCL loans not already funded as of the date of this Amendment:

If CFS determines that the Borrower-verified balance on the Borrower
Certification Form for a particular underlying loan is equal to or less than
105% of the balance for such loan indicated on the credit bureau report, the
Parties shall accept the greater of the Borrower certified balance or the credit
bureau report balance as the accurate "pay-off" amount for such loan. The
Borrower Certification Form or credit bureau report, as applicable, shall
constitute the sole proof of the "payoff balance" required for such underlying
loan. The Borrower Certification Form and Borrower Certification of Payoff
Balance Comparison Worksheet (Attachment C) shall be included in the Borrower
File delivered by CFS to the Servicer. The requirement to collect a Payoff
Request Form ("PORF"), and include the same in the Borrower File, is waived for
underlying loans described in this paragraph 3(B). See attachment "B" for the
hardcopy documentation requirements.

FIRST UNION NATIONAL BANK OF DELAWARE

       /s/ Ricardo Ramirez
       -----------------------------
By:    Ricardo Ramirez
Date:  7-15-02

COLLEGIATE FUNDING SERVICES, LLC

       /s/ W. Clark McGhee
       -----------------------------
By:    W. Clark McGhee
Dated: 7/10/02

THE EDUCATION RESOURCES INSTITUTE (TERI)

       /s/ Sherry Penney
       -----------------------------
By:    Sherry Penney
Dated: 7/10/02

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SunTech, Inc.

       /s/ Malcolm B. Lightsey
       -----------------------------
By:    Malcolm B. Lightsey
Dated: 7/15/02