<PAGE>   1



                      FIFTH AMENDMENT TO CREDIT AGREEMENT
                                   AND WAIVER


         THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment")
is made and entered into as of the 23 day of December, 1999, by and between
EDUTREK INTERNATIONAL, INC., a Georgia corporation ("Borrower"), the
undersigned Guarantors party hereto (the "Guarantors") and FIRST UNION NATIONAL
BANK ("Lender").


                                  WITNESSETH:


         WHEREAS, Borrower and Lender are a party to that certain Credit
Agreement, dated as of March 25, 1999, as amended by a First Amendment to
Credit Agreement dated May 27, 1999, by a Second Amendment to Credit Agreement
and Waiver dated August 16, 1999, by a Third Amendment to Credit Agreement
dated August 27, 1999 and by a Fourth Amendment to Credit Agreement and Waiver
dated November 11, 1999 (as amended, the "Credit Agreement") pursuant to which
Lender made available to Borrower a $10,000,000 revolving line of credit
pursuant to the Facility A Commitment and a line of credit providing a maximum
availability of $3,300,000 pursuant to the Facility B Commitment; and

         WHEREAS, Borrower has requested that the Lender extend the maturity of
the Facility B Loans, to waive principal payments on the Facility B Loans prior
to maturity, to waive certain Events of Default outstanding under the Credit
Agreement and to make certain other modifications to the terms and conditions
in the Credit Agreement; and

         WHEREAS, Lender is willing to agree to such amendments and
modifications only if Borrower agrees that the Facility A Loans will be
repayable on thirty (30) days notice, that the interest rate payable on the
Facility B Loans be increased by one-half of one percent and that the Credit
Agreement be further amended Agreement as set forth herein;

         NOW, THEREFORE, for and in consideration of the foregoing premises,
the mutual promises, covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         1.       DEFINITIONS. All capitalized terms used herein and not
expressly defined herein shall have the same respective meanings given to such
terms in the Credit Agreement.

         2.       AMENDMENTS. Subject to the conditions contained herein, the
Credit Agreement is hereby amended as follows:

                  2.1.     NEW DEFINITIONS. Section 1.1 of the Credit Agreement
is hereby amended by adding thereto in appropriate alphabetical order the
following new definitions:

<PAGE>   2


                           "Fifth Amendment" shall mean that certain Fifth
                  Amendment to Credit Agreement and Waiver, dated as of
                  December ___, 1999, between Borrower and Lender.

                           "Fifth Amendment Effective Date" shall mean that
                  date on which all of the conditions precedent set forth in
                  Section 3 of the Fifth Amendment have been satisfied and the
                  Fifth Amendment has become effective.

                           "Tax Refund" shall mean any and all tax refunds,
                  whether state, federal or otherwise, owing to any of the
                  Credit Parties in respect of Borrower's tax year ending
                  September 30, 1999, including, but not limited to, any refund
                  payable in respect of any prior year payable as a result of
                  the carryback to such prior year of the net operating loss of
                  the Borrower and its Subsidiaries for the tax year ending
                  September 30, 1999.

                  2.2.     EXISTING DEFINITIONS. Section 1.1 of the Credit
Agreement is hereby further amended by deleting the definitions of "Facility B
Commitment," "Facility B Termination Date" and "Termination Date" and by
substituting in lieu thereof the following new definitions of such terms:

                           "Facility B Commitment" means the obligation of the
                  Lender to make Loans to the Borrower pursuant to Section
                  2.1(b) hereof in an aggregate principal amount at any time
                  outstanding not to exceed $2,299,360.

                           "Facility B Termination Date" means the earliest of
                  (a) May 1, 2000, (b) the date of termination by the Borrower
                  pursuant to Section 2.5(a), (c) the Termination Date; and (d)
                  the date of termination by the Lender pursuant to Section
                  11.2(a).

                           "Termination Date" means the earliest of (a) April
                  30, 2001, (b) thirty (30) days after demand for payment is
                  made by Lender pursuant to Section 2.3(a) hereof (c) the date
                  of termination by the Borrower pursuant to Section 2.5(a),
                  and (d) the date of termination by the Lender pursuant to
                  Section 11.2(a).

                  2.3.     REPAYMENT OF LOANS. Section 2.3 of the Credit
Agreement is hereby amended by deleting subsections (a) and (b) thereof in
their entirety, and substituting in lieu thereof a new subsections (a) and (b)
to read as follows:

                           (a)      Repayment of Facility A Loans. The Borrower
                  shall repay the outstanding principal amount of all Facility
                  A Loans in full, together with all accrued but unpaid
                  interest thereon, on the earlier to occur of (i) the
                  Termination Date and (ii) that date which is thirty (30) days
                  after Lender delivers to Borrower a demand for payment.


                                       2
<PAGE>   3


                           (b)      Repayment of Facility B Loans. The Borrower
                  shall repay the Facility B Loans (i) by the amount of each
                  Tax Refund received by any Credit Party, on the date of the
                  receipt of any such Tax Refund; and (ii) the outstanding
                  principal amount of all Facility B Loans in full, together
                  with all accrued but unpaid interest thereon, on the Facility
                  B Termination Date.

                  2.4.     COMMITMENT REDUCTION. The Credit Agreement is hereby
amended by deleting Section 2.5 thereof in its entirety, and substituting in
lieu thereof the following new Section 2.5 to read as follows:

                  SECTION 2.5 Permanent Reduction of the Commitment.

                           (a)      The Borrower shall have the right at any
                  time and from time to time, upon at least five (5) Business
                  Days prior written notice to the Lender, to permanently
                  reduce, in whole at any time or in part from time to time,
                  without premium or penalty, either the Facility A Commitment
                  or the Facility B Commitment in an aggregate principal amount
                  not less than $100,000 or any whole multiple of $10,000 in
                  excess thereof.

                           (b)      The Facility A Commitment shall (i)
                  immediately upon any demand for payment made by Lender
                  pursuant to Section 2.3(a) hereof, reduce to the amount of
                  the outstanding principal balance of the Facility A Loans and
                  (ii) thirty (30) days after such demand for payment, reduce
                  to zero.

                           (c)      The Facility B Commitment shall reduce, on
                  any date on which any Credit Party receives a Tax Refund, by
                  an amount equal to such Tax Refund;

                           (d)      Each permanent reduction permitted or
                  required pursuant to this Section 2.5 shall be accompanied by
                  a payment of principal sufficient to reduce the sum of the
                  aggregate outstanding Facility A Loans plus the outstanding
                  L/C Obligations after such reduction to the Facility A
                  Commitment as so reduced and/or to reduce the sum of the
                  aggregate outstanding Facility B Loans after such reduction
                  to the Facility B Commitment as so reduced. Any reduction of
                  the Commitment to zero shall be accompanied by payment of all
                  outstanding Obligations (and furnishing of cash collateral
                  satisfactory to the Lender for all L/C Obligations).

                  2.5.     INTEREST RATE. Section 4.1 of the Credit Agreement
is hereby amended by deleting subsection (a) thereof in its entirety, and
substituting in lieu thereof a new subsection (a) to read as follows:


                                       3
<PAGE>   4


                           (a)      Interest Rate. Subject to the provisions of
                  this Section 4.1, (i) the aggregate principal amount of the
                  Facility A Loans or any portion thereof shall bear interest
                  at the LIBOR Market Index Rate plus 2.75%, as that rate may
                  change from day to day in accordance with changes in the
                  LIBOR Market Index Rate and (ii) the aggregate principal
                  amount of the Facility B Loans shall bear interest at the
                  Base Rate plus 2.50%, as that rate may change from day to day
                  in accordance with changes in the Prime Rate or the Federal
                  Funds Rate.

                  2.6.     LETTERS OF CREDIT. Article 3 of the Credit Agreement
is hereby amended by adding at the end thereof a new Section 3.7 to read as
follows:

                           SECTION 3.7 Cash Collateral Account. With respect
                  to all Letters of Credit with respect to which presentment
                  for honor shall not have occurred at the time when either (a)
                  a demand for payment is made pursuant to Section 2.3(b) or
                  (b) the Facility A Commitment is reduced to an amount that is
                  less than the outstanding balance of the L/C Obligations,
                  Borrower shall, not less than 30 days after such demand, in
                  the case of demand for payment pursuant to Section 2.3(b),
                  and at such time, in all other cases, deposit in a cash
                  collateral account opened by the Lender an amount equal to
                  the aggregate then undrawn and unexpired amount of such
                  Letters of Credit. Amounts held in such cash collateral
                  account shall be applied by the Lender to the payment of
                  drafts drawn under such Letters of Credit, and the unused
                  portion thereof after all such Letters of Credit shall have
                  expired, been terminated or been fully drawn upon, if any,
                  shall be applied to repay the other Obligations. After all
                  such Letters of Credit shall have expired, been terminated or
                  been fully drawn upon, the Reimbursement Obligations shall
                  have been satisfied and all other Obligations shall have been
                  paid in full, the balance, if any, in such cash collateral
                  account shall be returned to the Borrower.

                  2.7.     QUARTERLY RENT EXPENSE RATIO. Section 9.6 of the
Credit Agreement is hereby amended by deleting such Section in its entirety,
and substituting in lieu thereof a new Section 9.6 to read as follows:

                           SECTION 9.6 [Intentionally Omitted].

         3.       WAIVERS. Effective on the Fifth Amendment Effective Date,
Lender hereby waives Borrower's compliance with the Accounts Payable covenant
set forth in Section 9.8 of the Credit Agreement for the months of January,
February and March 2000.

         4.       CONDITIONS PRECEDENT. The amendments and consents contained
herein shall not become effective unless and until the Lender shall have
received each of the following instruments, documents and agreements:


                                       4
<PAGE>   5


                  (a)      this Amendment, duly executed and delivered by the
         Borrower and each Guarantor;

                  (b)      a certificate from the chief executive officer or
         chief financial officer of the Borrower, in form and substance
         satisfactory to the Lender, to the effect that all representations and
         warranties of the Borrower contained in the Credit Agreement, this
         Amendment and the other Loan Documents are true, correct and complete;
         that giving effect to this Amendment the Borrower is not in violation
         of any of the covenants contained in the Credit Agreement and the
         other Loan Documents; and that, after giving effect to this Amendment,
         no Default or Event of Default has occurred and is continuing;

                  (c)      a certificate of the secretary or assistant
         secretary of each Credit Party certifying that (i) the certificate or
         articles of incorporation and by-laws of such Credit Party, or the
         comparable organizational documents of such Credit Party, have not
         been amended, modified or supplemented since the Closing Date and (ii)
         attached thereto is a true and complete copy of resolutions duly
         adopted by the Board of Directors of such Credit Party authorizing the
         execution, delivery and performance of this Amendment and the other
         Amendment Documents to which it is a party, and ratifying the
         execution and delivery of the Second Amendment; and as to the
         incumbency and genuineness of the signature of each officer of such
         Credit Party executing the Amendment Documents to which it is a party;

                  (d)      such documentation as may be satisfactory to Lender
         to perfect Lender's lien on all tax refunds, whether state, federal or
         otherwise, owing to any of the Credit Parties in respect of Borrower's
         fiscal year ending September 30, 1999, including, but not limited to,
         any refund payable in respect of any prior year payable as a result of
         the carryback to such prior year of the net operating loss of the
         Borrower and its subsidiaries for the fiscal year ending September 30,
         1999;

                  (e)      evidence satisfactory to Lender that the Bostic Note
         has been converted to shares of Class B common stock of Borrower, on
         the terms and conditions set forth in the Bostic Note or on such other
         terms and conditions as are satisfactory to Lender; and

                  (f)      such other instruments, documents and agreements as
         the Lender may reasonably request.

         5.       ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. Each of the
Guarantors hereby (a) acknowledges receipt of a copy of this Amendment and
consents to, and agrees to be bound by, the terms and conditions thereof; (b)
acknowledges and agrees that all obligations of the Borrower under the Loan
Agreement, as amended hereby, are included in the "Guaranteed Obligations," as
such term is defined in the Guaranty, and are guaranteed by the Guaranty; and
(c) acknowledges and agrees that the Guaranty, and the other Loan Documents to
which it is a party, and its respective obligations thereunder, remain in full
force and effect, without release, diminution or impairment, notwithstanding
the execution and delivery of this Amendment or of any prior amendment to the
Credit Agreement or any other Loan Document.


                                       5
<PAGE>   6


         6.       REFERENCES. All references in the Credit Agreement and the
Loan Documents to the Credit Agreement shall hereafter be deemed to be
references to the Credit Agreement as amended hereby and as the same may
hereafter be amended from time to time.

         7.       LIMITATION OF AGREEMENT. Except as especially set forth
herein, this Amendment shall not be deemed to waive, amend or modify any term
or condition of the Credit Agreement, each of which is hereby ratified and
reaffirmed and which shall remain in full force and effect, nor to serve as a
consent to any matter prohibited by the terms and conditions thereof.

         8.       COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and any party hereto may execute any counterpart, each of which,
when executed and delivered, will be deemed to be an original and all of which,
taken together will be deemed to be but one and the same agreement.

         9.       FURTHER ASSURANCES. Borrower agrees to take such further
action as the Lender shall reasonably request in connection herewith to
evidence the amendments herein contained to the Credit Agreement.

         10.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the successors and permitted assigns of the parties
hereto.

         11.      GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Georgia, without regard
to principles of conflicts of law.

         12.      NO CLAIM. Each Credit Party hereby represents, warrants,
                  acknowledges and agrees to and with the Lender that as of the
date hereof (a) such Credit Party neither holds nor claims any right of action,
claim, cause of action or damages, either at law or in equity, against the
Lender, its officers, directors, agents, employees or Affiliates, or any of
them, which arises from, may arise from, allegedly arise from, are based upon
or are related in any manner whatsoever to the Credit Agreement and the Loan
Documents or which are based upon acts or omissions of the Lender, any such
officer, director, agent, employee or Affiliate of Lender, or any of them, in
connection therewith and (b) the Obligations are absolutely owed to the Lender,
without offset, deduction or counterclaim.

                  [Remainder of page intentionally left blank]


                                       6
<PAGE>   7



         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under seal as of the date first written above.

                                CREDIT PARTIES:

                                BORROWER:

                                EDUTREK INTERNATIONAL, INC.

                                By:  S. Bostic
                                    -----------------------------------------
                                    R. Steven Bostic
                                    Chairman of the Board and
                                    Chief Executive Officer


                                Attest:  David J. Horn
                                        -------------------------------------
                                        Name: David J. Horn
                                        Title: CFO

                                [CORPORATE SEAL]


                                  GUARANTORS:

[CORPORATE SEAL]                  EDUTREK SYSTEMS, INC.


                                 By: S. Bostic
                                    -----------------------------------------
                                    R. Steven Bostic
                                    Chief Executive Officer

[CORPORATE SEAL]                  AMERICAN INTERCONTINENTAL
                                  UNIVERSITY, INC.


                                 By: S. Bostic
                                    -----------------------------------------
                                    R. Steven Bostic
                                    Chief Executive Officer

[CORPORATE SEAL]                  AMERICAN COLLEGE IN LONDON, LTD, U.S.


                                 By: S. Bostic
                                    ----------------------------------------
                                    R. Steven Bostic
                                    Chief Executive Officer

[CORPORATE SEAL]                 AMERICAN EUROPEAN MIDDLE EAST
                                 CORPORATION, LLC


                                 By:  American College in London, Ltd., U.S.


                                      By:  S. Bostic
                                          ----------------------------------
                                          R. Steven Bostic
                                          Chief Executive Officer


                                  LENDER:

                                  FIRST UNION NATIONAL BANK


                                 By:
                                    ----------------------------------------
                                    Frank Darrow
                                    Vice President



                                       7
<PAGE>   8
                             DEPARTMENT OF REVENUE
                               POWER OF ATTORNEY


STATE OF GEORGIA
COUNTY OF FULTON

Know all men by these presents that

American Intercontinental University, Inc.               58-1286467
------------------------------------------    ----------------------------------
               Name                           Registration or Identification No.

6600 Peachtree Dunwoody Road, 500 Embassy Row, Atlanta, GA 30325
--------------------------------------------------------------------------------
         Address                     Zip Code                Phone Number

hereby appoint(s) First Union National Bank
                  --------------------------------------------------------------
                                        Name

P.O. Box 740074, Atlanta, GA 30374                           (404) 827-7370
--------------------------------------------------------------------------------
         Address                     Zip Code                 Phone Number

as attorney(s)-in-fact to represent the taxpayer(s) before the State Revenue
Department of Georgia for the following tax matters [Specify the type(s) of tax
and year(s) or period(s) (date of death if estate tax)]:

1997-1999 Income Tax & Net Worth Tax
--------------------------------------------------------------------------------

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

The attorney(s)-in-fact (or either of them) are authorized, subject to
revocation, to receive confidential information and to perform on behalf of the
taxpayer(s) the following acts for the above tax matters [Strike through any of
the following which are not granted]:

         To receive, but not to endorse and collect, checks in payment of any
         refund of tax, penalty or interest.

         To execute waivers (and related documents) of restrictions on
         assessment or collection of tax deficiencies and waivers of any other
         rights of taxpayer(s).

         To execute consents extending the statutory period for assessment,
         collection or refund of taxes.

         To receive all notices pertaining to these tax matters.

         To delegate authority or to substitute another representative.

         To do all the lawful acts and things whatsoever concerning these tax
         matters in every respect as taxpayer(s) could do were taxpayer(s)
         personally present at the doing thereof.

         Other acts [Specify]:

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

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

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

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

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

<PAGE>   9



This power of attorney revokes all earlier powers of attorney and tax
information authorizations on file with the State Revenue Department of Georgia
for the same matters and years or periods covered herein, except the following
[Specify to whom granted, date, and address including zip code or refer to
attached copies of earlier powers and authorizations]:

                                      None
--------------------------------------------------------------------------------


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

In witness whereof I have hereunto set my hand and seal this 23rd day of
December __, 1999. If signed by a corporate officer, partner, or fiduciary on
behalf of taxpayer(s), I certify that I have the authority to execute this
power of attorney on behalf of taxpayer(s).

/ / S Bostic                          Chm
-----------------------------------------------------------------------------
SIGNATURE OF OR FOR TAXPAYER(S)        TITLE IF APPLICABLE         DATE


-----------------------------------------------------------------------------
SIGNATURE OF OR FOR TAXPAYER(S)        TITLE IF APPLICABLE         DATE

_______________________________________________________________________________

IF THE POWER OF ATTORNEY IS GRANTED TO AN ATTORNEY, CERTIFIED PUBLIC
ACCOUNTANT, ENROLLED AGENT OR REGISTERED PUBLIC ACCOUNTANT, THE FOLLOWING
DECLARATION MUST BE COMPLETED:

         [ ]  I am a member in good standing of the Bar of the jurisdiction
              indicated below; or
         [ ]  I am duly qualified to practice as a certified public accountant
              in the jurisdiction indicated below.
         [ ]  I am enrolled as an agent under the requirements of Treasury
              Department circular no. 230.
         [ ]  I am a registered public accountant.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                DESIGNATION                                   JURISDICTION              SIGNATURE                   DATE
     (Attorney, C.P.A. Registered Public Accountant,          (State, etc)
                  or Enrolled Agent)
------------------------------------------------------------------------------------------------------------------------------------
     <S>                                                      <C>                       <C>                         <C>

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

IF THE POWER OF ATTORNEY IS GRANTED TO A PERSON OTHER THAN AN ATTORNEY, CPA,
ENROLLED AGENT OR A REGISTERED PUBLIC ACCOUNTANT, IT MUST BE WITNESSED OR
NOTARIZED BELOW.

The person(s) signing as or for the taxpayer(s) [Check and complete one]:

         [ ]  is/are known to and signed in the presence of the two
              disinterested witnesses whose signatures appear here:


------------------------------------------------------     ------------------
SIGNATURE OF WITNESS                                       DATE

------------------------------------------------------     ------------------
SIGNATURE OF WITNESS                                       DATE

[X]  appeared this day before a notary public and acknowledged this power of
     attorney as a voluntary act and deed.

CYNTHIA GARDERE                                                 12/23/99
------------------------------------------------------     ------------------
SIGNATURE OF NOTARY                                        DATE


<PAGE>   10



      RESOLUTION BY CORPORATION CONFERRING AUTHORITY UPON AN OFFICER TO
           EXECUTE A POWER OF ATTORNEY FOR THE COLLECTION OF CHECKS
                 DRAWN ON THE TREASURER OF THE UNITED STATES

                                 -----------

         RESOLVED, That EDUTREK INTERNATIONAL, Inc., does hereby name First
Union National Bank, as attorney, with power of substitution, to receive,
endorse, and collect for and in behalf of the corporation any check drawn on the
Treasurer of the United States and to give full discharge therefor; and
further, that Steve Bostic, Chairman & CEO be, and is hereby authorized and
empowered to execute, in behalf of said corporation, a power of attorney
appointing the said First Union National Bank as such attorney for the purpose
above expressed.

         The said corporation hereby ratifies and confirms all that may
lawfully be done by virtue hereof.

         I HEREBY CERTIFY that the foregoing is a true and correct copy of a
resolution passed at a Regular meeting of the Board of Edutrek, the governing
body of Edutrek International, Inc., a corporation duly organized and existing
under and by virtue of the laws of Georgia, held on the 17th day of December,
1999, at Atlanta, GA.

         AND I FURTHER CERTIFY that due notice of said meeting was given to
each member of said Board; that a quorum was present; and that said resolution
has not been amended or repealed.

         WITNESS my signature and the seal of said corporation, this 23rd day
of December, 1999.

[IMPRESS CORPORATE SEAL HERE]                            /s/ S. Bostic
                                                 ------------------------------
                                                 (Official signature of officer)

                                                            Chairman
                                                 ------------------------------
                                                   (Official title of officer)

-------------------------------------------------------------------------------
         IMPORTANT -- Do not execute this instrument without first reading
the instructions on the reverse side hereof. Exact compliance with these
instructions will avoid complications.




<PAGE>   11
                INSTRUCTIONS REGARDING SF 235 -- READ CAREFULLY


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


         1.  This form should be used only when authority is given to an
officer of the corporation to execute a power of attorney authorizing a third
person to endorse and collect checks drawn on the Treasurer of the United
States in the name of the corporation.

         2.  This resolution should accompany a power of attorney on SF 234,
executed by the officer authorized herein to execute such a power.

         3.  Certification should be made by the secretary or assistant
secretary, or such other officer as may be custodian of the corporate seal and
records. If the resolution confers power upon the same officer who certifies
thereto, another officer not therein authorized should join in the
certification.

         4.  The corporate seal should always be impressed. If the corporation
has no seal, a statement to that effect should be inserted in the
certificate, and the certificate should be sworn to before a notary public or
other officer authorized by law to administer oaths generally, and unless
authenticated by the official impression seal of such officer should be
accompanied by a certificate from the proper official showing that the officer
was in commission on the date of the acknowledgment. The date when the officer's
commission expires should appear in any event. If a certificate is furnished,
such certificate should show the dates of the beginning and expiration of the
officer's commission, and such period of commission should include the date of
acknowledgment of the affidavit. Affidavits sworn to before a judge or clerk of
court and bearing the seal of the court need not be accompanied by any further
certification.
<PAGE>   12


                          EDUTREK INTERNATIONAL, INC.
                          CERTIFICATE AS TO NO DEFAULT
                              AND RELATED MATTERS

         The undersigned, being the Chairman of the Board and Chief Executive
Officer of EduTrek International, Inc., a Georgia corporation ("EduTrek"),
hereby gives this certificate pursuant to the terms of that certain Credit
Agreement, dated as of March 25, 1999, as amended through and including the date
hereof (the "Credit Agreement") among EduTrek and First Union National Bank (the
"Lender"). Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Credit Agreement.

         The undersigned, in his capacity as Chairman of the Board and Chief
Executive Officer of EduTrek, hereby certifies to the Lender that, after giving
effect to that certain Fifth Amendment to Credit Agreement and Waiver dated as
of the date hereof:

         1.2  He is the Chairman of the Board and Chief Executive Officer of
EduTrek, and is authorized and empowered to issue this certificate in such
capacities, for and on behalf of EduTrek;

         2.   The representations and warranties set forth in Section 6.1 of the
Credit Agreement, the terms of which are incorporated herein by reference, are
true and correct in all material respects on and as of the date hereof, except,
in the case of the representation set forth in Section 6.1(q) of the Credit
Agreement, as reflected in the written financial reports delivered by Borrower
to Lender;

         3.   EduTrek is, on the date hereof, in compliance with all the terms
and provisions set forth in the Credit Agreement on its part to be observed and
performed, which terms and provisions are incorporated herein by reference,
after giving effect to the waivers set forth in Section 3 of that certain Fifth
Amendment to Credit Agreement and Waiver dated as of even date herewith among
EduTrek, the Guarantors named therein, and the Lender; and

         4.   On the date hereof, and after giving effect to the transactions
contemplated under the Credit Agreement, no Default or Event of Default has
occurred or is continuing.

         IN WITNESS WHEREOF, the undersigned has set his hand and seal as of the
23rd day of December, 1999.

                                       EDUTREK INTERNATIONAL, INC.



                                       By: /s/ R. Steven Bostic
                                          -------------------------
                                          R. Steven Bostic
                                          Chairman of the Board and Chief
                                          Executive Officer

                                          [CORPORATE SEAL]
<PAGE>   13

STANDARD FORM 234
April 1961
Super Union Form TUS 4571
Treasury Dept. Clre. No. 21
284-101



        POWER OF ATTORNEY BY A CORPORATION FOR THE COLLECTION OF CHECKS
                  DRAWN ON THE TREASURER OF THE UNITED STATES

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

KNOW ALL MEN BY THESE PRESENTS:

     That EDUTREK International, Inc., a corporation duly organized and existing
         ------------------------------
under and by virtue of the laws of Georgia, with its principal office at 6600
                                   --------                             -----
Peachtree Dunwoody Rd., 500 Embassy Row, Atlanta, GA, 30328 does hereby appoint
------------------------------------------------------------
First Union National Bank, whose post-office address is P.O. Box 740074,
---------------------------                            -----------------
Atlanta, GA 30374, as attorney to receive, endorse, and collect checks in its
-------------------
name, drawn on the Treasurer of the United States, and to give full discharge
for same.

     The said corporation hereby ratifies and confirms all that may lawfully be
done by virtue hereof.

     IN WITNESS WHEREOF said corporation has caused this instrument to be
executed in its behalf, pursuant to authority of its Board of Directors, by its
Chairman of the Board and CEO, and its corporate seal to be hereunto attached,
------------------------------
 (Official title of officer)
attested by its secretary or assistant secretary, this      day of December    ,
                                                      ------      --------------
1999
  --

[IMPRESS SEAL HERE]                            EDUTREK INTERNATIONAL, INC.
                                               -------------------------------,
                                                  (Name of corporation)

Attest:                                  By  S. Bostic
                                           ------------------------------------
                                             (Official signature of officer)

David J. Horn                                Chm
---------------------------------          ------------------------------------
        CFO                                    (Official title of officer)

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

     Personally appeared before me the above-named Steve Bostic known or proved
                                                   ------------
to me to be the same person who executed the foregoing instrument and to be the

Chairman          of Edutrek International, Inc. and acknowledged to me that he
------------------   ---------------------------
(title of officer)
executed the same as his free act and deed and the free act and deed of said
corporation.

WITNESS my signature, official designation, and seal.

                                                Cynthia Gardere
                                              ---------------------------------
[IMPRESS SEAL HERE]                           (Signature of attesting officer)
                                                Notary Public
                                              ---------------------------------
                                                    (Official designation)

Dated at Atlanta, GA          , this 23rd day of  December,     1999
        ----------------------       ----         -------------   ----

                               My commission expires     9/11      , 2003
                                                     ---------------   ----

_______________________________________________________________________________
     IMPORTANT.--Do not execute this instrument without first reading the
instructions on the reverse side hereof. Exact compliance with these
instructions will avoid complications.

<PAGE>   14
                INSTRUCTIONS REGARDING SF 234 -- READ CAREFULLY


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         1.  A general power of attorney on this form may be executed by a
corporation to confer authority to endorse and collect checks drawn on the
Treasurer of the United States, in payment of principal or interest on public
debt obligations or obligations guaranteed by the United States, tax refunds,
and payments for goods and services.

         2.  If it is desired that checks be mailed to the attorney instead of
to the payee, formal notice of change in post-office address, identifying the
checks affected, should be forwarded to the drawer.

         3.  This power must be acknowledged by the grantor before a notary
public or other officer authorized by law to administer oaths generally.

         4.  If in a foreign country, the acknowledgment should be made before a
United States diplomatic or consular representative. If such an officer is not
available, it may be acknowledged before a notary public or other officer
authorized to administer oaths, but his official character and jurisdiction must
be certified by a United States diplomatic or consular officer, under the seal
of his office.

         5.  Seals of attesting officers must always be impressed; provided,
however, that where acknowledgments before a notary public, or other officer
authorized by law to administer oaths, are not thus authenticated by the
official impression seal of such officer, the power should be accompanied by a
certificate from the proper official showing that the officer was in commission
on the date of the acknowledgment. The date when the officer's commission
expires should appear in any event. If a certificate is furnished, such
certificate should show the dates of the beginning and expiration of the
officer's commission, and such period of commission should include the date of
acknowledgment of the power.

         6.  This power of attorney may be revoked by notice from the grantor to
the parties concerned. Notice of revocation to the Treasury will not ordinarily
serve to revoke the power.

         7.  The authority of the officer of the corporation to act in its
behalf should be shown by appropriate resolution of the governing body of the
corporation, preferably using the form attached hereto.

         8.  POWERS OF ATTORNEY NEED NOT BE FILED WITH THE TREASURER OF THE
UNITED STATES.