**Execution
      Copy**





MRU
      Holdings, Inc.








and








MRU
      ABS
      II LLC










**TRANSFER
      AND CONTRIBUTION AGREEMENT**











Dated
      as
      of July 10, 2008













**TABLE
      OF CONTENTS**








**Page**1.
            DEFINITIONS
            12.
            CONTRIBUTION
                OF STUDENT LOANS
            13.
            OWNERSHIP
                OF CONTRIBUTED STUDENT LOANS; INTENDED CHARACTERIZATION; GRANT OF
                SECURITY
                INTEREST
            24.
            GENERAL
                REPRESENTATIONS AND WARRANTIES OF TRANSFEROR
            25.
            ADDITIONAL
                REPRESENTATIONS AND WARRANTIES OF TRANSFEROR
            36.
            REPRESENTATIONS
                AND WARRANTIES OF MRU ABS
            67.
            SOLE
                REMEDY
            78.
            INDEMNIFICATION
            89.
            ASSIGNMENT
            810.
            THIRD
                PARTY BENEFICIARIES
            811.
            NOTICES
            812.
            NON
                PETITION.
            913.
            GOVERNING
                LAW
            914.
            MANNER
                OF PAYMENTS
            915.
            ENTIRE
                AGREEMENT
            916.
            AMENDMENT
                AND WAIVER
            917.
            SEVERABILITY
            918.
            HEADINGS
            919.
            COUNTERPARTS
            9






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          i -




THIS
      TRANSFER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 10,
      2008, is made by and between MRU Holdings, Inc., a Delaware corporation having
      its principal location at 590 Madison Avenue,13th Floor New York, New York
      10022
      (“Transferor”), and MRU ABS II LLC, a Delaware limited liability company, having
      its principal location at 590 Madison Avenue, 13th Floor, Suite 200, New York,
      New York 10022 (“MRU ABS”).




WHEREAS,
      Transferor has agreed to transfer and convey to MRU ABS, and MRU ABS has agreed
      to accept from Transferor, on any Transfer Date, certain Student Loans on the
      terms set forth herein. The term “Transfer Date”, for purposes of this
      Agreement, refers to the Closing Date and each subsequent date no later than
      September 30, 2008 selected by the Transferor.




NOW,
      THEREFORE, in consideration of the foregoing and the terms, conditions and
      mutual covenants and agreements herein contained, and for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Transferor and MRU ABS agree as follows:




1.  Definitions .
      The
      terms used in this Agreement shall be defined as set forth herein
      and on  Schedule 1 hereto. Capitalized terms which are not defined herein shall have the meaning set forth
      in that certain Indenture ,
      dated
      as of July 1, 2008 (the “Indenture”), by and between MRU Student Loan Trust
      2008-A, as issuer (the “Issuer”), and The Bank of New York Mellon Trust Company,
      National Association, as indenture trustee (the “Indenture Trustee”) .




2.  Contribution
      of Student Loans .




(a)
            Subject
                to the terms and conditions of this Agreement, on each Transfer Date
                Transferor agrees to contribute to the capital of, and transfer,
                assign,
                and otherwise convey to, MRU ABS, without recourse (except to the
                extent
                specifically provided herein), and MRU ABS hereby agrees to accept
                and
                acquire, all right, title and interest of Transferor in and to the
                Student
                Loans identified onSchedule
                2to
                this Agreement (the “Contributed Student Loans”). For each Transfer Date,
                the Transferor shall prepare a revisedSchedule
                2showing the additional Contributed Student Loans to be transferred
                to MRU
                ABS on such Transfer Date, and thereafter until further revised pursuant
                to thisSection
                2(a)such revisedSchedule
                2shall be in effect.




(b)
            Transferor
                agrees to cause to be delivered to MRU ABS or MRU ABS’s designated
                custodian at MRU ABS’s cost, the Student Loan Files of all Contributed
                Student Loans.




(c)
            Transferor
                shall file any necessary Uniform Commercial Code financing statements,
                and
                cause to be filed such continuation statements, all in such manner
                and in
                such places as may be required by law fully to preserve, maintain
                and
                protect the interest of MRU ABS in theContributed
                Student Loansand the proceeds thereof. Transferor shall deliver (or cause to be
                delivered) to MRU ABS file-stamped copies of, or filing receipts
                for, any
                document filed as provided above, as soon as available following
                such
                filing.




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          1 -




(d)
            Transferor
                hereby assigns to MRU ABS with respect to each Contributed Student
                Loan
                conveyed to MRU ABS pursuant to this Agreement, all of Transferor’s rights
                to any refunds, credits or adjustments and the interest accruing
                on each
                such Contributed Student Loan.




3.  (a)  Ownership
      of Contributed Student Loans .
      On and
      after each Transfer Date, MRU ABS shall be the sole owner for all purposes
      ( *e.g.* ,
      tax,
      accounting and legal) of the Contributed Student Loans contributed by Transferor
      on such date and shall be entitled to all of the rights, privileges, and
      remedies applicable to said ownership interest. Transferor agrees to make
      entries on its books and records to clearly indicate the contribution of such
      Contributed Student Loans as of each Transfer Date. Transferor does not assume
      and shall not have any liability to MRU ABS for the repayment of any such
      Contributed Student Loans; provided that the Transferor shall promptly forward
      any payments on any such Contributed Student Loans that it receives to a bank
      account designated for this purpose by MRU ABS. Transferor shall forward such
      payments on any Contributed Student Loans via wire transfer. Transferor hereby
      agrees and acknowledges that any such payments on any such Contributed Student
      Loans so received by Transferor shall be held in trust for MRU ABS.




(b)  Intended
      Characterization; Grant of Security Interest . It
      is the
      intention of the parties hereto that each transfer of Contributed Student Loans
      to be made pursuant to the terms hereof shall constitute an absolute transfer
      with the effect described in Section
      3(a) by the
      Transferor to MRU ABS and not a loan secured by the Contributed Student Loans.
      In the event, however, that a court of competent jurisdiction were to hold
      that
      any such transfer constitutes a loan and not an absolute transfer, it is the
      intention of the parties hereto that the Transferor shall be deemed to have
      granted to MRU ABS as of the date hereof a first priority perfected security
      interest in all of the Transferor’s right, title and interest in, to and under
      the Contributed Student Loans and that with respect to such transfer, this
      Agreement shall constitute a security agreement under applicable
      law.




4.  General
      Representations and Warranties of Transferor .
      Transferor hereby represents and warrants as of each Transfer Date
      that:




(a)
            Transferor
                is a Delaware corporation, duly organized, validly existing and in
                good
                standing under the laws of Delaware and has full corporate power
                and
                authority to execute, deliver, and perform its obligations under
                this
                Agreement; the execution, delivery and performance of this Agreement
                and
                the transfer of the Contributed Student Loans on the related Transfer
                Date
                have been and will continue to be duly authorized and are not and
                will not
                be in conflict with and do not violate the terms of the charter or
                bylaws
                of Transferor and will not result in a breach of or constitute a
                default
                under, or require any consent under, any indenture, loan or agreement
                to
                which Transferor is a party.




(b)
            All
                approvals, authorizations, licenses, registrations, consents, and
                other
                actions by, notices to, and filings with, any Person that may be
                required
                in connection with the execution, delivery, and performance of this
                Agreement by Transferor, have been
                obtained.




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          2 -




(c)
            This
                Agreement constitutes a legal, valid, and binding obligation of
                Transferor, enforceable against Transferor in accordance with its
                terms,
                except (i) as such enforceability may be limited by applicable bankruptcy,
                insolvency, reorganization, moratorium, receivership, conservatorship
                or
                other similar laws now or hereafter in effect, and (ii) as such
                enforceability may be limited by general principles of equity (whether
                considered in a suit at law or in
                equity).




(d)
            There
                are no proceedings or investigations pending or, to the best knowledge
                of
                Transferor, threatened against Transferor (i) asserting the invalidity
                of
                this Agreement, (ii) seeking to prevent the consummation by Transferor
                of
                any of the transactions contemplated by this Agreement, (iii) seeking
                any
                determination or ruling that, in the reasonable judgment of Transferor,
                would materially and adversely affect the validity or enforceability
                of
                this Agreement.




(e)
            Both
                before and after giving effect to the transfer (pursuant to Section
                2) of
                Contributed Student Loans on such Transfer Date, Transferor is not
                insolvent or undercapitalized and the Transferor is not undertaking
                such
                transfer with the intent to incur debts beyond its ability to pay
                as such
                debts mature nor with the intent to hinder, delay or defraud any
                present
                or future creditor.




(f)
            The
                execution, delivery and performance of this Agreement by Transferor
                comply
                with all Applicable Law.




The
      representations and warranties set forth in this Section
      4 shall
      survive the contribution and transfer of the Contributed Student Loans to MRU
      ABS pursuant to this Agreement.




5.  Additional
      Representations and Warranties of Transferor .
      Transferor hereby represents and warrants that, as of the relevant Transfer
      Date:




(a)
            Each
                Contributed Student Loan transferred to MRU ABS on such Transfer
                Date was
                originated by an Originating Lender, and this Agreement constitutes
                a
                valid transfer, assignment, set-over and conveyance to MRU ABS of
                all of
                Transferor’s right, title, and interest in and to such Contributed Student
                Loan.




(b)
            Transferor
                shall maintain its records in a manner to clearly and unambiguously
                reflect the ownership of MRU ABS in each of the Contributed Student
                Loans
                transferred hereunder on such Transfer
                Date.




(c)
            With
                respect to each Contributed Student Loan transferred hereunder on
                such
                Transfer Date: (i) Transferor has done nothing that would alter the
                terms
                and conditions or the amount of such Contributed Student Loan; and
                (ii)
                there is no restriction on Transferor’s authority to assign such
                Contributed Student Loan on such Transfer
                Date.




(d)
            For
                eachContributed
                Student Loan transferred pursuant to this Agreement on such Transfer
                Date:




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          3 -


(1)  each
      such
      Contributed Student Loan is fully enforceable;




(2)  the
      amount of the unpaid principal balance of each Contributed Student Loan is
      due
      and owing, and no counterclaim, offset, defense or right to rescission exists
      with respect to any such Contributed Student Loan which can be asserted and
      maintained or which, with notice, lapse of time, or the occurrence or failure
      to
      occur of any act or event, could be asserted and maintained by the Borrower
      against the owner of the Contributed Student Loan;




(3)  each
      such
      Contributed Student Loan (A) was originated in the United States of America,
      its
      territories, its possessions or other areas subject to its jurisdiction by
      an
      Originating Lender in the ordinary course of its business to an eligible
      Borrower under applicable law and (B) provides 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 such Contributed Student
      Loan
      by its maturity, as such maturity may be modified in accordance with any
      applicable deferral or forbearance periods granted in accordance with applicable
      laws and restrictions;




(4)  each
      Contributed Student Loan is denominated and payable only in U.S.
      Dollars;




(5)  each
      Borrower is a U.S. citizen or has a valid social security number or has a
      co-borrower who is a U.S. citizen or permanent resident;




(6)  each
      Contributed Student Loan was made in compliance with all applicable state and
      federal laws, rules and regulations, including, without limitation, all
      applicable nondiscrimination, truth-in-lending, consumer credit and usury
      laws;




(7)  each
      Contributed Student Loan is evidenced by an executed promissory note, which
      note
      is a valid and binding obligation of the Borrower, enforceable by or on behalf
      of the holder thereof in accordance with its terms, subject to bankruptcy,
      insolvency and other laws relating to or affecting creditors’
rights;




(8)  no
      fraud,
      error, omission, misrepresentation, negligence or similar occurrence with
      respect to a Contributed Student Loan has taken place on the part of any Person,
      including, without limitation, the Borrower, unless Transferor demonstrates
      that
      such fraud, error, omission, misrepresentation, negligence or similar occurrence
      will not affect the collectibility of such Contributed Student
      Loan;




(9)  the
      origination, servicing and collection practices used by the applicable
      Originating Lender, each servicer of the Contributed Student
      Loan and the Borrower with respect to the Contributed Student
      Loan have been in all material respects in compliance with Accepted Servicing
      Practices, applicable laws and regulations, and have been in all material
      respects legal and proper ;




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          4 -


(10)  the
      proceeds of the Contributed Student Loan have been disbursed except for future
      advances required thereunder, if any;




(11)  all
      costs, fees and expenses incurred in making or closing the Contributed Student
      Loan are paid, and the Borrower is not entitled to any refund, rebate or
      reduction of any amounts paid or due under the Student Loan Note;




(12)  nothing
      exists that would prohibit the sale of the Contributed Student Loan by
      Transferor to a willing purchaser;




(13)  there
      is
      only one original executed copy of the promissory note evidencing each
      Contributed Student Loan;




(14)  no
      Contributed Student Loan has a Borrower which is noted in the related records
      of
      the Servicer as being currently involved in a bankruptcy proceeding, deceased
      or
      permanently disabled;




(15)  each
      Contributed Student Loan is accruing interest (whether or not such interest
      is
      being paid currently by applicable Borrower or is being capitalized), except
      as
      otherwise expressly permitted by the Indenture;




(16)  no
      Contributed Student Loan is subject to an interest cap other than as may be
      required under New York laws;




(17)  each
      Borrower is attending or did attend an Eligible Educational
      Institution;




(18)  (i)
      each
      Contributed Student Loan originated prior to April 1, 2008 has a FICO score
      of
      not less than (A) 645 for a sole-borrower loan or (B) 620 for a co-borrower
      loan, and (ii) each Contributed Student Loan originated on or after April 1,
      2008 has a FICO score of not less than 660;




(19)  immediately
      prior to its transfer pursuant to this Agreement, each Contributed Student
      Loan was the subject of the Servicing Agreement; MRU Funding SPV Inc. is not
      in
      default in any material respect in the performance of any covenants and
      agreements made in the Servicing Agreement and all amounts due and payable
      to
      the servicer under the Servicing Agreement have been paid in full ;




(20)  as
      of the
      related date of origination, no Contributed Student Loan was a Delinquent
      Student Loan or a Defaulted Student Loan and as of the respective Transfer
      Date,
      no Contributed Student Loan has a payment that is 60 days or more past
      due;




(21)  as
      of the
      related date of origination, each Borrower was eligible for a Student Loan
      under
      the Credit Policy and has executed a Loan Agreement;




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          5 -


(22)  each
      Contributed Student Loan was originated in conformity with the “loan acceptance
      criteria” (including, without limitation, any general policies, eligible
      borrower criteria, creditworthiness criteria and “good credit” criteria) and the
“loan program terms” (including, without limitation, the loan amount, the
      interest rate) or any similar criteria or terms, however so designated, as
      described in the offering memorandum for the Notes, dated July 7, 2008;




(23)  Transferor
      was the legal and beneficial owner of all right, title and interest in and
      to
      each Contributed Student Loan transferred on such Transfer Date, and each such
      Contributed Student Loan was free and clear of all liens, pledges or
      encumbrances whatsoever immediately prior to the transfer of such Contributed
      Student Loan to MRU ABS pursuant hereto;




(24)  All
      loan
      documentation required pursuant to the Custodial Agreement to be delivered
      to
      the Custodian prior to the acquisition of such Contributed Student Loan by
      MRU
      ABS shall be so delivered; and




(25)  the
      servicing guidelines that form part of the Issuer Servicing Agreement comply
      with all federal and state laws applicable to the activities of the Servicer
      to
      be performed under the Issuer Servicing Agreement (and the servicing guidelines
      thereto) and will continue to do so as long as any Contributed Student Loan
      is
      outstanding.




(e)
            At
                the end ofthe Acquisition Periodthe
                Contributed Student Loans acquired during the Acquisition Periodshall
                meet the following criteria(percentages
                are based on the aggregate principal balance of the Contributed Student
                Loans acquired during the Acquisition Period (including accrued interest
                thereon to the extent such interest will be capitalized upon commencement
                of repayment or during deferment or forbearance)):




(1)  the
      percentage of non-cosigned Contributed Student Loans shall not exceed
      35%;




(2)  the
      weighted average FICO score shall not be less than 710;




(3)  the
      weighted average margin of the Contributed Student Loans that are in repayment
      or in-school shall not be less than 6.5%;




(4)  no
      such
      Contributed Student Loan shall be a proprietary school student loan;




(5)  the
      percentage of Contributed Student Loans with no more than 12 months to scheduled
      repayment shall not be less than 17%; and




(6)  the
      percentage of Contributed Student Loans with no more than 24 months to scheduled
      repayment shall not be less than 37%.




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          6 -


The
      representations and warranties set forth in this Section
      5 shall
      survive the transfer and contribution of the Contributed Student Loans to MRU
      ABS pursuant to this Agreement.




The
      Transferor hereby consents to the assignment by the Depositor to the Issuer
      of
      all of the Depositor’s rights and remedies under this Agreement pursuant to the
      terms of the Deposit Agreement and to the further assignment of such rights
      and
      remedies by the Issuer to the Indenture Trustee pursuant to the terms of the
      Indenture. The Transferor acknowledges that the rights and remedies of the
      Depositor hereunder may be enforced directly against the Transferor by the
      Issuer or Indenture Trustee. The Indenture Trustee is an intended third-party
      beneficiary of the obligations of MRU ABS under this Agreement.




6.  Representations
      and Warranties of MRU ABS .
      MRU ABS
      hereby represents and warrants to Transferor, as of each Transfer Date
      that:




(a)
            MRU
                ABS is a Delaware limited liability company, duly organized and validly
                existing in good standing under the laws of Delaware, and has full
                power
                and authority to execute, deliver and perform its obligations under
                this
                Agreement; the execution, delivery, and performance of this Agreement
                have
                been duly authorized, and are not and will not be in conflict with
                and do
                not violate the terms of the limited liability company agreement
                of MRU
                ABS, and will not result in a breach of or constitute a default under
                or
                require any consent under any indenture, loan, or agreement to which
                MRU
                ABS is a party;




(b)
            All
                approvals, authorizations, licenses, registrations, consents, and
                other
                actions by, notices to, and filings with any Person required to be
                obtained for the execution, delivery, and performance of this Agreement
                by
                MRU ABS, have been obtained;




(c)
            This
                Agreement constitutes a legal, valid, and binding obligation of MRU
                ABS,
                enforceable against MRU ABS in accordance with its terms, except
                (i) as
                such enforceability may be limited by applicable bankruptcy, insolvency,
                reorganization, moratorium, receivership, conservatorship or other
                similar
                laws now or hereafter in effect, including the rights and obligations
                or
                receivers and conservators under federal law which may affect the
                enforcement of creditors’ rights in general, and (ii) as such
                enforceability may be limited by general principles of equity (whether
                considered in a suit at law or in
                equity);




(d)
            There
                are no proceedings or investigations pending or, to the best knowledge
                of
                MRU ABS threatened against MRU ABS (i) asserting the invalidity of
                this
                Agreement, (ii) seeking to prevent the consummation by MRU ABS of
                any of
                the transactions contemplated by this Agreement, (iii) seeking any
                determination or ruling that, in the reasonable judgment of MRU ABS,
                would
                materially and adversely affect the performance by MRU ABS of its
                obligations under this Agreement, or (iv) seeking any determination
                or
                ruling that would materially and adversely affect the validity or
                enforceability of this Agreement;




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          7 -




(e)
            Both
                before and after giving effect to the transfer (pursuant to Section
                2) of
                Contributed Student Loans on such Transfer Date, MRU ABS is not insolvent
                or undercapitalized and MRU ABS is not undertaking such transfer
                with the
                intent to incur debts beyond its ability to pay as such debts mature
                nor
                with the intent to hinder, delay or defraud any present or future
                creditor; and




(f)
            The
                execution, delivery and performance of this Agreement by MRU ABS
                comply
                with Applicable Laws.




The
      representations and warranties set forth in this Section
      6 shall
      survive the contribution, transfer and assignment of the Contributed Student
      Loans to MRU ABS pursuant to this Agreement.




7.  Sole
      Remedy .
      Upon
      the receipt of notice of a breach of any of the representations and warranties
      in Sections
      5(e) or (f) of this
      Agreement which materially and adversely affects the value of a Contributed
      Student Loan or the interests of MRU ABS or any subsequent assignee of MRU
      ABS,
      Transferor shall, within 60 days of such notice, cure in all material respects
      the circumstances or condition which caused such representation or warranty
      to
      be incorrect or shall purchase such Contributed Student Loan by directly
      depositing into the Collection Account an amount equal to the Purchase Amount
      for such Contributed Student Loan. It
      is
      understood and agreed that the obligation of Transferor set forth in this Section
      7 shall
      constitute the sole remedy available to MRU ABS with respect to the related
      breach of representation or warranty, and is not intended to and shall not
      constitute a guaranty of the collectibility or payment of any receivables
      related to any Contributed Student Loan which is not collected, not paid or
      is
      uncollectible on account of the insolvency, bankruptcy or financial inability
      to
      pay of the related Borrower.




8.  Indemnification .
      Transferor agrees to indemnify and hold harmless MRU ABS and its officers,
      directors, employees, representatives, shareholders, agents and attorneys of
      such entities from and against any and all claims, actions, liability,
      judgments, damages, costs and expenses, including reasonable attorneys’ fees,
      that may arise from (i) negligence, willful misconduct or breach of any of
      Transferor’s obligations or undertakings under this Agreement by Transferor or
      its agents or representatives, or (ii) a violation by Transferor or its agents
      or representatives of any New York or federal banking law specifically
      applicable to Transferor’s participation in a Program. The terms of this Section
      8 shall
      survive the expiration or earlier termination of this Agreement.




9.  Assignment .
      This
      Agreement and the rights and obligations created under it shall be binding
      upon
      and inure solely to the benefit of the parties hereto and their respective
      successors, and permitted assigns. Neither party hereto shall be entitled to
      assign or transfer any interest under this Agreement without the prior written
      consent of the other party hereto. No assignment under this section shall
      relieve a party hereto of its obligations under this Agreement occurring prior
      to such transfer.




10.  Third
      Party Beneficiaries .
      Nothing
      contained herein shall be construed as creating a third-party beneficiary
      relationship between either party hereto and any other Person.




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          8 -


11.  Notices .
      All
      notices and other communications that are required or may be given in connection
      with this Agreement shall be in writing and shall be deemed received (i) on
      the
      day delivered, if delivered by hand; (ii) on the day transmitted, if transmitted
      by facsimile or e-mail with receipt confirmed; or (iii) three (3) Business
      Days
      after the date of mailing to the other party hereto, if mailed first-class
      postage prepaid, at the following address, or such other address as either
      party
      hereto shall specify in a notice to the other:




To
              Transferor:
            MRU
                Holdings, Inc.


590
      Madison Avenue, 13th Floor


New
      York,
      NY 10022


Attn:
      Capital Markets


E-mail
      Address: JCoblentz@mruholdings.com


Telephone:
      (212) 398-1780


Facsimile:
      (212) 754-1048




To
              MRU ABS:
            MRU
                ABS II LLC


590
      Madison Avenue


13th
      Floor, Suite 200


New
      York,
      NY 10022


Attn:
      Capital Markets


E-mail
      Address: JCoblentz@mruholdings.com


Telephone:
      (646) 467-9261


Facsimile:
      (212) 754-1048




12.  Non
      Petition .  Transferor
      hereby agrees that it will not institute suit against MRU ABS, or join any other
      Person in instituting against MRU ABS, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings, or any other proceedings
      under any federal or state bankruptcy or similar law.




13.  Governing
      Law .
      Except
      as preempted or controlled by federal law, this Agreement shall be interpreted
      and construed in accordance with the laws of the State of New York, without
      giving effect to the rules, policies, or principles thereof with respect to
      conflicts of laws.




14.  Manner
      of Payments .
      Unless
      the manner of payment is expressly provided herein, all payments under this
      Agreement shall be made by wire transfer to the bank accounts designated by
      the
      respective parties.




15.  Entire
      Agreement. This
      Agreement, including exhibits, constitute the entire agreement between the
      Parties with respect to the subject matter thereof, and supersede any prior
      or
      contemporaneous negotiations or oral or written agreements with regard to the
      same subject matter.




16.  Amendment
      and Waiver .
      This
      Agreement may be amended only by a written instrument signed by each of the
      parties hereto. The failure of a party hereto to require the performance of
      any
      term of this Agreement or the waiver by a party hereto of any default under
      this
      Agreement shall not prevent a subsequent enforcement of such term and shall
      not
      be deemed a waiver of any subsequent breach. All waivers must be in writing
      and
      signed by the party against whom the waiver is to be enforced.




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          9 -


17.  Severability .
      Any
      provision of this Agreement which is deemed invalid, illegal or unenforceable
      in
      any jurisdiction, shall, as to that jurisdiction, be ineffective to the extent
      of such invalidity, illegality or unenforceability, without affecting in any
      way
      the remaining portions hereof in such jurisdiction or rendering such provision
      or any other provision of this Agreement invalid, illegal, or unenforceable
      in
      any other jurisdiction.




18.  Headings .
      Captions and headings in this Agreement are for convenience only and are not
      to
      be deemed part of this Agreement.




19.  Counterparts .
      This
      Agreement may be executed and delivered by the parties hereto in any number
      of
      counterparts, and by different parties on separate counterparts, each of which
      counterpart shall be deemed to be an original and all of which counterparts,
      taken together, shall constitute but one and the same instrument.




[SIGNATURES
      TO FOLLOW]




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          10 -




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




MRU
              Holdings,
              Inc./s/
                Jonathan A. CoblentzBy:
            Jonathan
                A. CoblentzTitle:
            CFO
                & TreasurerMRU
                ABS II LLC/s/
                Jonathan A. CoblentzBy:
            Jonathan
                A. CoblentzTitle:
            Treasurer










**Schedule
      1**




Definitions




(a)
            “Accepted
                Servicing Practices” has the meaning as set forth in the Master Loan
                Agreement.




(b)
            “Applicable
                Law” means all federal, state and local laws, statutes, regulations and
                orders applicable to a party to this Agreement or relating or affecting
                any aspect of a Program, and all requirements of any Regulatory Authority
                having jurisdiction over a party to this Agreement, as any such laws,
                statutes, regulations, orders and requirements may be amended and
                in
                effect from time to time during the term of this
                Agreement.




(c)
            “Borrower”
                means a Person to whom an Originating Lender has made a Student Loan
                and/or who is liable, jointly or severally, for amounts owing with
                respect
                to such Student Loan.




(d)
            “Credit
                Policy” has the meaning as set forth in the Master Loan
                Agreement.




(e)
            “Defaulted
                Student Loan” has the meaning as set forth in the Master Loan
                Agreement




(f)
            “Delinquent
                Student Loan” has the meaning as set forth in the Master Loan
                Agreement




(g)
            “Eligible
                Educational Institution” has the meaning as set forth in the Master Loan
                Agreement




(h)
            *[intentionally
                omitted]*




(i)
            “Issuer
                Servicing Agreement” means that Private Loan Servicing Agreement dated as
                of July 10, 2008 between the Issuer and the Pennsylvania Higher Education
                Assistance Agency.




(j)
            “Loan
                Agreement” means the document containing the terms and conditions of a
                Student Loan including all disclosures required by Applicable Law.




(k)
            “Loan
                Program Agreement” means that Loan Program Agreement dated as of January
                10, 2006 between MRU Originations, Inc. and Doral Bank
                FSB.




(l)
            “Master
                Loan Agreement” means that certain Amended and Restated Master Loan
                Agreement, dated as of February 1, 2007, between MRU Funding SPV
                Inc. and
                Merrill Lynch Bank USA.




(m)
            “Originating
                Lender” means each of Doral Bank FSB and
                WebBank.




(n)
            “Program”
                means the consumer student loan program to be offered pursuant to
                the Loan
                Program Agreement.




(o)
            “Regulatory
                Authority” means any federal, state or local regulatory agency or other
                governmental agency or authority having jurisdiction over a
                party.











(p)
            “Servicing
                Agreement” has the meaning as set forth in the Master Loan
                Agreement.




(q)
            “Student
                Loan Note” means a promissory note evidencing the related Student
                Loan.









**Schedule
      2**




Contributed
      Student Loans