DORAL BANK NY FSB

                                       and

                                MRU LENDING, INC.

                             LOAN PROGRAM AGREEMENT

                            Dated as of July 25, 2005

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                                TABLE OF CONTENTS
                                -----------------

1.       DEFINITIONS...........................................................1

2.       MARKETING OF LOANS; SCHOOL RELATIONSHIPS..............................1

3.       BANK TO EXTEND CREDIT.................................................1

4.       CONSUMER DOCUMENTS AND CREDIT POLICY..................................2

5.       LOAN REFERRAL, PROCESSING AND ORIGINATION.............................2

6.       SETTLEMENT WITH SCHOOLS...............................................3

7.       CHECK STOCK...........................................................4

8.       DISPUTES & REFUNDS....................................................4

9.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BANK.......................4

10.      REPRESENTATIONS AND WARRANTIES........................................4

11.      OTHER RELATIONSHIPS WITH BORROWERS....................................7

12.      INDEMNIFICATION.......................................................7

13.      TERM AND TERMINATION..................................................9

14.      CONFIDENTIALITY......................................................11

15.      PROPRIETARY MATERIALS................................................12

16.      RELATIONSHIP OF PARTIES..............................................12

17.      EXPENSES.............................................................13

18.      EXAMINATION..........................................................13

19.      INSPECTION...........................................................13

20.      GOVERNING LAW; WAIVER OF JURY TRIAL..................................14

21.      SEVERABILITY.........................................................14

22.      ASSIGNMENT...........................................................14

23.      THIRD PARTY BENEFICIARIES............................................14

24.      NOTICES..............................................................14

25.      AMENDMENT AND WAIVER.................................................14

26.      ENTIRE AGREEMENT.....................................................15

27.      COUNTERPARTS.........................................................15

28.      INTERPRETATION.......................................................15

29.      AGREEMENT SUBJECT TO APPLICABLE LAWS.................................15

30.      FORCE MAJEURE........................................................15

31.      ARBITRATION..........................................................16

32.      HEADINGS.............................................................17

33.      PRIVACY LAW COMPLIANCE...............................................17

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                                TABLE OF CONTENTS
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34.      EXCLUSIVITY..........................................................17

                             SCHEDULES AND EXHIBITS
                             ----------------------

SCHEDULE 1                     Definitions

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      THIS LOAN PROGRAM AGREEMENT (this "Agreement"),  dated as of July 25, 2005
("Effective  Date"),  is made by and  between  Doral  Bank NY FSB,  a  federally
chartered  savings bank having its principal  location at 387 Park Avenue South,
New York,  NY 10016  ("Bank"),  and MRU Lending,  Inc., a Delaware  corporation,
having its principal  location at 1114 Avenue of the Americas,  30th Floor,  New
York, New York 10036 ("MRU").

      WHEREAS,  MRU is engaged in the  business of  marketing  student  loans to
consumers and purchasing student loans; and

      WHEREAS,  Bank is in the business of originating various types of consumer
loans, including student loans; and

      WHEREAS,  the Parties desire to develop a nationwide  program  pursuant to
which MRU will market, and Bank will originate, student loans.

      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, Bank and MRU mutually agree as follows:

1.  Definitions.  The terms used in this Agreement shall be defined as set forth
in Schedule 1.

2. Marketing of Loans; School Relationships.

      (a)   At its own cost,  MRU shall  promote  and market the Program and the
            Loan using any form of media  determined to be  appropriate  by MRU,
            including the  Internet.  Bank agrees that MRU may refer to Bank and
            the  Program  in  promotional  and  marketing  materials,  upon  the
            condition  that any references to the Bank and/or the Program in any
            such  materials  must  receive the prior  written  approval of Bank,
            which approval shall not be unreasonably  withheld or delayed.  Bank
            shall review and approve or reject any references to the Bank and/or
            Program in any such materials within three (3) days after receipt of
            such  materials,  but may not  otherwise  alter the  Program or such
            materials without MRU's prior written consent. MRU shall ensure that
            all  promotional  and marketing  materials  shall be accurate in all
            material  respects  and not  misleading.  MRU shall  ensure that all
            promotional  and  marketing  materials  and  strategies  comply with
            Applicable Laws.

      (b)   At its own cost, MRU shall solicit  Applicants for  participation in
            the Program,  shall make arrangements with Applicants and Schools to
            provide services in connection with the processing and/or closing of
            Loans and shall administer all such arrangements with Applicants and
            Schools.  Bank shall have no responsibility to solicit Applicants or
            Schools or for any other  involvement  of Applicants  and Schools in
            the Program.

3. Bank to Extend  Credit.  MRU  acknowledges  that  approval of an  Application
creates  a  creditor-borrower  relationship  between  Bank  and  Borrower  which
involves,  among  other  things,  the  disbursement  of  Loan  proceeds  and the
collection of Loan payments by Bank.  Nothing in this  Agreement  shall obligate
Bank to extend credit to an Applicant if Bank  determines that doing so would be
an unsafe or unsound banking  practice.  Bank shall provide prior written notice
of a decision not to extend  credit to an Applicant in reliance on the preceding
sentence  and, in all  instances  where Bank does not timely  provide such prior
notice,  MRU shall have no liability  to Bank  arising out of such  extension of
credit.


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4. Consumer  Documents and Credit  Policy.  The following  documents,  terms and
procedures  ("Consumer  Finance  Materials") that have been approved by Bank and
that will be used by Bank  initially  with respect to the Loans are: (i) Program
description (terms and conditions of loans);  (ii) Credit Policy; and (iii) form
of  Application/Promissory  Note. The Consumer  Finance  Materials  shall not be
changed without the prior written  consent of both Parties,  which consent shall
not be unreasonably  withheld or delayed. The Parties acknowledge that each Loan
Agreement  and all other  documents  referring  to the  creditor for the Program
shall  identify the Bank as the creditor at the time of Loan  closing,  and that
all checks or other items in repayment of Loans shall be made payable to Bank so
long as Bank owns  such  Loans.  MRU  shall  ensure  that the  Consumer  Finance
Materials comply with Applicable Laws.

5. Loan Referral, Processing and Origination.

      (a)   On  behalf  of  the  Bank,  MRU  shall  solicit   Applications  from
            Applicants  and shall  process such  Applications  on behalf of Bank
            (including  retrieving  credit  reports)  to  determine  whether the
            Applicant  meets the  eligibility  criteria  set forth in the Credit
            Policy.  On behalf of the Bank,  MRU shall  respond to all inquiries
            from Applicants regarding the application process.

      (b)   MRU shall  forward to Bank  mutually  agreed  information  regarding
            Applicants who meet the eligibility criteria set forth in the Credit
            Policy.  MRU shall have no  discretion to override the Credit Policy
            with respect to any  Application  without  prior  approval of Bank's
            authorized officer.

      (c)   Subject to the terms of this  Agreement,  Bank shall originate Loans
            with respect to  Applicants  who meet the  eligibility  criteria set
            forth in the Credit Policy.

      (d)   Pursuant to  procedures  mutually  agreed by the Parties,  MRU shall
            deliver  adverse action notices to Applicants who do not meet Credit
            Policy criteria or are otherwise denied by Bank.

      (e)   On behalf of the Bank, MRU shall prepare and deliver Loan Agreements
            and  other  Loan  documents  to  Borrowers  and  obtain   Borrowers'
            signatures on Loan  Agreements  and other Loan  documents and obtain
            any third party  signatures  required by Bank to finalize  Loans and
            take all other actions necessary to close Loans.

      (f)   On behalf of the Bank, MRU shall perform its  obligations  described
            in this Section 5 and deliver any other customer  communications  to
            Applicants  and Borrowers as necessary to carry on the program,  all
            at MRU's own cost.


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      (g)   On behalf of Bank, MRU shall deliver any and all documents  required
            to be delivered to J.P. Morgan Trust Company,  National  Association
            (the "Custodian").

      (h)   On  behalf of Bank,  MRU,  as master  servicer  for the bank,  shall
            deliver  any  and  all   documents   required  to  be  delivered  to
            Pennsylvania Higher Education Assistance Agency ("PHEAA")

6. Settlement with Borrowers and/or Schools.

      (a)   MRU  will  provide  a  Funding  Statement  to Bank by  e-mail  or as
            otherwise  mutually  agreed by the Parties prior to 5:00 p.m.  local
            time in the  jurisdiction  where Bank is located on the Business Day
            immediately preceding the Funding Date. Each Funding Statement shall
            provide the Funding Amount for all Loans to be funded by Bank on the
            next Funding Date and shall include,  on a Loan-by-Loan  basis,  (i)
            information  identifying  each Borrower  scheduled to receive a Loan
            and each  Borrower  or School  scheduled  to receive  Loan  proceeds
            (e.g., name and address), (ii) the total amount of each Loan and the
            amount of Loan  proceeds (if any) to be  transferred  by ACH or wire
            transfer  to a  Borrower  or  School,  and all  related  information
            required  by the  Funding  Institution  to  settle  an  ACH or  wire
            transfer to the  Borrower or School,  (iii) the total amount of each
            Loan and the amount of Loan proceeds (if any) to be  transferred  by
            check to a  Borrower  or  School,  and the number of the check to be
            issued, and (iv) the total amount of origination or other fees to be
            paid to third  parties and (v) a  confirmation  that the Borrower is
            eligible for a Loan under the Credit  Policy and has executed a Loan
            Agreement and that the Loan  Agreement and other Loan documents were
            prepared in compliance with the Program Compliance Manual.  Prior to
            MRU's  delivery of a Funding  Statement to Bank, MRU shall deliver a
            data  file  to the  Funding  Institution  that  contains  the ACH or
            instructions  for wiring  funds,  as  appropriate,  from the Funding
            Account  to  designated   Borrowers'  and/or  Schools'  accounts  in
            accordance  with such  Funding  Statement.  Currently,  the  Funding
            Institution is JPMorgan  Chase Bank,  N.A. Bank shall provide MRU at
            least five (5) days prior written  notice of a change in the Funding
            Institution.

      (b)   By 11:00 a.m. Eastern Standard Time on each Funding Date, Bank shall
            instruct the Funding Institution to transfer by ACH, or wired funds,
            immediately from the Funding Account to the accounts of Borrowers or
            Schools  designated in the applicable  Funding  Statement to receive
            Loan proceeds by ACH or wire transfer in accordance with the Funding
            Statement.

      (c)   On each Funding  Date,  MRU, on behalf of the Bank,  shall prepare a
            check drawn on the Funding  Account for each Borrower or School that
            requests  payment of Loan  proceeds by check and  deliver  each such
            check to the  appropriate  Borrower or School in accordance with the
            Funding Statement.

7.  Check  Stock.  Bank  shall  deliver  to MRU a stock of checks or  electronic
instructions  for  printing  checks for the  Funding  Account to be used for the
payment of Loan proceeds to Schools that request payment by check. As necessary,
Bank shall replenish the check stock or provide updated electronic  instructions
for check  printing.  MRU shall  safeguard  such checks and limit access to such
checks to bonded employees who are authorized by MRU to handle such checks.  MRU
shall  prevent the issuance of such checks in amounts and to Persons  other than
as  provided  in Funding  Statements.  Bank  hereby  appoints  MRU with power of
substitution,  as its lawful  attorney in its name to issue  checks on behalf of
Bank  strictly in  accordance  with Section 6(c) hereof.  Such power of attorney
shall remain in full force and effect until written notice of its termination is
delivered  by Bank to MRU.  If Bank  terminates  the power of attorney at a time
when this  Agreement  is still in full  force and  effect,  then Bank shall make
other suitable arrangements, in consultation with MRU, to fund those Loans which
must be paid by  check.  Within  ten (10)  Business  Days  after the end of each
month,  MRU shall  deliver to Bank a  reconciliation  of all  checks  previously
delivered by Bank to MRU identifying the checks issued and voided.  On behalf of
Bank, MRU shall store in a mutually  agreed format an image of each check issued
pursuant to Section 6(c). As requested by Bank, MRU shall deliver such images to
Bank.


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8.  Disputes & Refunds.  MRU shall ensure that all  adjustments  and/or  credits
agreed to with  Borrowers,  or Schools in resolving a dispute with Borrowers who
pay for tuition via Loans,  shall promptly be  communicated  to the Party owning
and holding the Loan at the time of the adjustment and/or credit. Procedures for
applying such adjustments  and/or credit to the Loans involved shall be mutually
agreed upon by the Parties or held by the Servicer, as applicable.

9.  Conditions  Precedent to the  Obligations of Bank. The obligation of Bank to
originate  and fund  Loans  is  subject  to the  satisfaction  of the  following
conditions  precedent  at the time of or prior to the  funding  of each  Loan by
Bank:

      (a)   The  representations  and warranties of MRU set forth in the Program
            documents shall be true and correct in all material  respects at the
            time as of the time Bank funds each Loan (unless such representation
            or warranty refers specifically to an earlier date); and

      (b)   The  obligations  of MRU set forth in the  Program  Documents  to be
            performed  prior to the funding of each Loan by Bank shall have been
            performed prior to the funding of such Loan by Bank.

10. Representations and Warranties.

      (a)   Bank hereby  represents and warrants to MRU as of the Effective Date
            that:

                  (1) Bank is an  FDIC-insured  [corporation/association],  duly
            organized,  validly  existing under the laws of the USA 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 have been duly authorized, and are not
            in  conflict  with and do not  violate  the terms of the  charter or
            bylaws of Bank 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 Bank is a party;


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                  (2) 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 Bank,  have been
            obtained  (other than those  required to be made to or received from
            Borrowers and Applicants);

                  (3) This  Agreement  constitutes a legal,  valid,  and binding
            obligation of Bank,  enforceable against Bank 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  of 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);

                  (4) There are no proceedings or investigations  pending or, to
            the best  knowledge of Bank,  threatened  against Bank (i) asserting
            the  invalidity  of this  Agreement,  (ii)  seeking to  prevent  the
            consummation  of any of the  transactions  contemplated  by the Bank
            pursuant  to this  Agreement,  (iii)  seeking any  determination  or
            ruling that, in the reasonable  judgment of Bank,  would  materially
            and  adversely  affect the  performance  by Bank of its  obligations
            under this Agreement, (iv) would have a materially adverse financial
            effect on Bank or its operations if resolved adversely to it;

                  (5) Bank is not Insolvent; and

                  (6) The execution,  delivery and performance of this Agreement
            by Bank comply with state and federal  banking  laws  applicable  to
            Bank.

                  (7)  The  bank  shall  maintain  adequate  data  security  and
            disaster  recovery  protections  that are at least  consistent  with
            industry standards for the consumer lending industry.

      (b)   MRU hereby  represents and warrants to Bank as of the Effective Date
            that:

                  (1) MRU is a Delaware corporation,  duly organized and validly
            existing in good  standing  under the laws of the State 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
            in conflict  with and do not  violate  the terms of the  articles or
            bylaws of MRU 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 is a party;

                  (2) All approvals, authorizations, 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, have been obtained;


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                  (3) This  Agreement  constitutes a legal,  valid,  and binding
            obligation of MRU,  enforceable  against MRU 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
            thereafter  in  effect,  including  the rights  and  obligations  of
            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  principals  of  equity
            (whether considered in a suit at law or in equity); (4) There are no
            proceedings or  investigations  pending or, to the best knowledge of
            MRU  threatened  against MRU (i)  asserting  the  invalidity of this
            Agreement,  (ii) seeking to prevent the  consummation  of any of the
            transactions contemplated by the Parties pursuant to this Agreement,
            (iii) seeking any  determination  or ruling that, in the  reasonable
            judgment  of  MRU  would   materially   and  adversely   affect  the
            performance by MRU of its obligations under this Agreement,  or (iv)
            would  have a  materially  adverse  financial  effect  on MRU or its
            operations if resolved adversely to it;

                  (5) MRU is not Insolvent; and

                  (6) The execution,  delivery and performance of this Agreement
            by MRU, the  Consumer  Finance  Materials  and the  promotional  and
            marketing  materials and strategies shall all comply with Applicable
            Laws.

                  (7) MRU shall  maintain  adequate  data  security and disaster
            recovery  protections  that are at least  consistent  with  industry
            standards for the consumer lending industry.

      (c)   MRU hereby  represents and warrants to Bank as of each Funding Date,
            to the best of MRU's knowledge, that:

                  (1) For each Loan then being funded:  (i) all  information  in
            the related Application is true and correct;  (ii) the Loan is fully
            enforceable  and all  required  disclosures  have  been  timely  and
            accurately  delivered in compliance  with  Applicable Law; (iii) the
            Loan  Agreement and all other Loan documents are genuine and legally
            binding and enforceable and not forged or otherwise fraudulent,  and
            conform  to the  requirements  of the  program;  (iv) all  necessary
            approvals  have been  obtained;  and (v)  nothing  exists that would
            prohibit the sale of the Loan by Bank to a willing purchaser;

                  (2) Each  Borrower  listed on a Funding  Statement is eligible
            for a  Loan  under  the  Credit  Policy  and  has  executed  a  Loan
            Agreement; and

                  (3) Each  Borrower  or  School  has  complied  with all of the
            requirements   to  receive  Loan  proceeds   under  the   applicable
            agreement;  the ACH or wire transfer  information provided by MRU to
            the Funding  Institution  is accurate and complete for each Loan the
            proceeds of which are to be disbursed by ACH or wire  transfer;  the
            payee name and  amount are  accurate  and  complete  on, and MRU has
            properly  delivered,  each check  prepared  by MRU, on behalf of the
            Bank,  for each Loan the  proceeds of which are to be  disbursed  by
            check;  and the  information  on each Funding  Statement is true and
            correct in all respects.


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      (d)   The representations and warranties of Bank and MRU contained in this
            Section 10, except those representations and warranties contained in
            subsections 10(a)(4) and 10(b)(4), are made continuously  throughout
            the term of this Agreement.  In the event that any  investigation or
            proceeding  of the nature  described  in  subsections  10(a)(4)  and
            10(b)(4) is  instituted  or threatened  against  either Party,  such
            Party  shall  promptly  notify the other Party of the pending of any
            threatened investigation or proceeding.

11. Other Relationships with Borrowers.

      (a)   MRU shall have the right, at its own expense,  to solicit Applicants
            and/or  Borrowers  with offerings of goods and services from MRU and
            others.

      (b)   Except as  necessary  to carry out its rights  and  responsibilities
            under this Agreement and the Loan Sale Agreement, Bank shall not use
            Applicant  and/or  Borrower  information  and shall not  provide any
            Applicant and/or Borrower  information to any Person,  except to the
            extent required to do so under Applicable Law or legal process.

      (c)   Notwithstanding  subsection 11(b),  Bank may make  solicitations for
            goods and  services  to the  public,  other than  solicitations  for
            private  student loans,  which may include one or more Applicants or
            Borrowers;  provided  that Bank does not use or permit a third party
            to use any list of Applicants  and/or  Borrowers in connection  with
            such solicitations;  provided,  however, Bank shall not be obligated
            to redact the names of Applicants  and/or  Borrowers  from marketing
            lists  acquired from third parties (e.g.,  subscription  lists) that
            Bank uses for solicitations.

      (d)   The terms of this Section 11 shall survive the expiration or earlier
            termination of this Agreement.

12. Indemnification.

      (a)   Bank agrees to indemnify and hold  harmless MRU and its  Affiliates,
            and   the   officers,   directors,    employees,    representatives,
            shareholders,  agents  and  attorneys  of such  entities  (the  "MRU
            Indemnified Parties") from and against any and all claims,  actions,
            liability,   judgments,   damages,  costs  and  expenses,  including
            reasonable   attorneys'   fees,   that  may  arise  from  (i)  gross
            negligence,   willful   misconduct   or  breach  of  any  of  Bank's
            obligations  or  undertakings  under this  Agreement  by Bank or its
            agents or representatives, or (ii) a violation by Bank or its agents
            or representatives of any New York or federal banking law applicable
            to Bank's participation in the Program.


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      (b)   MRU agrees to indemnify and hold  harmless Bank and its  Affiliates,
            and   the   officers,   directors,    employees,    representatives,
            shareholders,  agents and  attorneys of such  entities  (the "Bank's
            Indemnified Parties") from and against any and all claims,  actions,
            liability,   judgments,   damages,  costs  and  expenses,  including
            reasonable   attorneys'   fees,   that  may  arise  from  (i)  gross
            negligence, willful misconduct or breach of any of MRU's obligations
            or  undertakings  under  this  Agreement  by MRU or  its  agents  or
            representatives,  or  (ii) a  violation  by MRU  or  its  agents  or
            representatives  of any New York or federal banking law,  applicable
            to MRU's participation in the program.

      (c)   The MRU  Indemnified  Parties and the Bank  Indemnified  Parties are
            sometimes  referred to herein as the "Indemnified  Parties," and MRU
            or Bank, as an indemnitor hereunder, is sometimes referred to herein
            as the "Indemnifying Party."

      (d)   Any  Indemnified  Party  seeking  indemnification   hereunder  shall
            promptly notify the  Indemnifying  Party, in writing,  of any notice
            received  by the  Indemnified  Party of the  assertion  by any third
            party of any claim or of the  commencement by any third party of any
            legal or regulatory  proceeding,  arbitration or action, against the
            Indemnified Party with respect to which the Indemnifying Party is or
            may be  obligated  to  provide  indemnification  (an  "Indemnifiable
            Claim"),  specifying in  reasonable  detail the nature of the claim,
            and,  if known,  the amount,  or an  estimate of the amount,  of the
            claim, provided that failure to promptly give such notice shall only
            limit the liability of the  Indemnifying  Party to the extent of the
            actual prejudice,  if any, suffered by such Indemnifying  Party as a
            result of such failure.  The Indemnified  Party shall provide to the
            Indemnifying Party as promptly as practicable thereafter information
            and documentation reasonably requested by such Indemnifying Party to
            defend against the claim asserted.

      (e)   The Indemnifying  Party shall have thirty (30) days after receipt of
            any  notification  of an  Indemnifiable  Claim (a "Claim Notice") to
            undertake, conduct and control, through counsel of its own choosing,
            and at its own expense,  the settlement or defense thereof,  and the
            Indemnified  Party shall  cooperate with the  Indemnifying  Party in
            connection  therewith if such  cooperation  is so requested  and the
            request  is   reasonable.   If  the   Indemnifying   Party   assumes
            responsibility  for the settlement or defense of any such claim, (i)
            the  Indemnifying  Party  shall  permit  the  Indemnified  Party  to
            participate in such  settlement or defense through counsel chosen by
            the  Indemnified  Party (subject to the consent of the  Indemnifying
            Party, which consent shall not be unreasonably  withheld);  provided
            that,  other than in the event of a conflict of  interest  requiring
            the  retention  of separate  counsel,  the fees and expenses of such
            counsel shall not be borne by the  Indemnifying  Party; and (ii) the
            Indemnifying Party shall not settle any Indemnifiable  Claim without
            the  Indemnified  Party's  consent,   which  consent  shall  not  be
            unreasonably  withheld or delayed  for any reason if the  settlement
            involves  only the  payment  of  money,  and  which  consent  may be
            withheld  for any reason if the  settlement  involves  more than the
            payment of money,  including any admission by the Indemnified Party.
            As  long  as  the   Indemnifying   Party  is  contesting   any  such
            Indemnifiable  Claim in good faith, the Indemnified  Party shall not
            pay or settle such claim without the  Indemnifying  Party's consent,
            which consent shall not be unreasonably withheld.


                                     - 8 -
<PAGE>

      (f)   If the  Indemnifying  Party does not notify  the  Indemnified  Party
            within  thirty (30) days after  receipt of the Claim  Notice that it
            elects to undertake the defense of the Indemnifiable Claim described
            therein,  the Indemnified  Party shall have the right,  upon written
            notice to the Indemnifying  Party, to contest,  settle or compromise
            the   Indemnifiable   Claim  in  the  exercise  of  its   reasonable
            discretion;  provided  that the  Indemnified  Party shall notify the
            Indemnifying  Party  of any  compromise  or  settlement  of any such
            Indemnifiable  Claim.  No  action  taken  by the  Indemnified  Party
            pursuant to this paragraph (f) shall deprive the  Indemnified  Party
            of its rights to indemnification pursuant to this Section 12.

      (g)   The terms of this Section 12 shall survive the expiration or earlier
            termination of this Agreement.

13. Term and Termination.

      (a)   This Agreement  shall have an initial term of thirty-six (36) months
            from the  Effective  Date  (the  "Initial  Term")  and  shall  renew
            automatically up to two (2) times for successive additional terms of
            twelve (12) months each (each a "Renewal Term"), unless either Party
            provides  notice of  non-renewal  to the other Party at least thirty
            (30) days prior to the end of the Initial  Term or any Renewal  Term
            or this  Agreement  is earlier  terminated  in  accordance  with the
            provisions hereof.

      (b)   Either  party  shall  have the  right to  terminate  this  Agreement
            without cause, by providing written notice 90 days prior to the date
            of  termination,  if  MRU  concurrently  terminates  the  Loan  Sale
            Agreement under Section 9(b) thereof.

      (c)   During the Initial Term and any Renewal Term of this Agreement, Bank
            may terminate  this Agreement at any time upon written notice to MRU
            if MRU  defaults  on its  obligations  to make a payment  to Bank as
            provided  in  Section 2 of the Loan Sale  Agreement.  Bank shall not
            have the right to terminate this Agreement without cause,  except in
            the manner provided in subsection 13(a) or 13 (b) above.

      (d)   Either  Party  shall  have  a  right  to  terminate  this  Agreement
            immediately  upon  written  notice to the other  Party in any of the
            following circumstances ("with cause"):

                  (1) any  representation or warranty made by the other Party in
            this Agreement shall be incorrect in any material  respect and shall
            not have been  corrected  within  thirty  (30)  Business  Days after
            written notice thereof has been given to such other Party;


                                     - 9 -
<PAGE>

                  (2) the other Party shall  default in the  performance  of any
            material  obligation or  undertaking  under this  Agreement and such
            default  shall  continue for thirty (30) Business Days after written
            notice thereof has been given to such other Party;

                  (3) the other Party shall  commence a voluntary  case or other
            proceeding seeking liquidation, reorganization, or other relief with
            respect  to itself or its debts  under any  bankruptcy,  insolvency,
            receivership,  conservatorship or other similar law now or hereafter
            in  effect  or  seeking  the  appointment  of a  trustee,  receiver,
            liquidator,  conservator, custodian, or other similar official of it
            or any  substantial  part of its  property,  or shall consent to any
            such  relief  or  to  the   appointment  of  a  trustee,   receiver,
            liquidator,  conservator, custodian, or other similar official or to
            any involuntary  case or other proceeding  commenced  against it, or
            shall make a general  assignment  for the benefit of  creditors,  or
            shall fail  generally  to pay its debts as they become due, or shall
            take any corporate action to authorize any of the foregoing;

                  (4) an involuntary case or other proceeding,  whether pursuant
            to banking regulations or otherwise,  shall be commenced against the
            other Party  seeking  liquidation,  reorganization,  or other relief
            with  respect to it or its debts under any  bankruptcy,  insolvency,
            receivership,  conservatorship or other similar law now or hereafter
            in  effect  or  seeking  the  appointment  of a  trustee,  receiver,
            liquidator,  conservator, custodian, or other similar official of it
            or any  substantial  part of its  property;  or an order for  relief
            shall be entered  against either Party under the federal  bankruptcy
            laws as now or hereafter in effect;

                  (5) either Party has  terminated  the Loan Sale  Agreement and
            any applicable notice period provided therein shall have expired.

      (e)   Bank shall not be obligated  to approve or  originate  any new Loans
            after termination of this Agreement.

      (f)   After providing or receiving  notice of termination and prior to the
            date on  which  the  first  post-termination  Loan  disbursement  is
            scheduled to occur,  upon written request of MRU, Bank shall,  for a
            period of twelve (12) months  from the date of  termination  of this
            Agreement,  continue to disburse  proceeds with respect to the Loans
            committed to or outstanding as of the date of termination  and shall
            originate  Loans to Applicants  who have not received Loans but have
            been  approved  under  the  Credit  Policy  and have  received  loan
            commitment   letters   under  the  Program  prior  to  the  date  of
            termination  of this  Agreement,  all  pursuant to the terms of this
            Agreement and subject to MRU's  purchase from Bank of such Loans and
            the related Loan receivables  pursuant to the terms of the Loan Sale
            Agreement.  Notwithstanding  any provision of the Program Documents,
            Bank shall have no  obligation  to originate or fund Loans after the
            date of  termination  of this  Agreement  if Bank is  directed  by a
            Regulatory Authority to cease such activity.


                                     - 10 -
<PAGE>

      (g)   The  termination of this Agreement  either in part or in whole shall
            not discharge any Party from any  obligation  incurred prior to such
            termination.  No termination  nor rejection or failure to assume the
            executory  obligations  of  this  Agreement  in  the  bankruptcy  or
            receivership of either Party shall be deemed to impair or affect the
            obligations  pertaining  to  any  executed  obligations,  including,
            without limitation,  pre-termination breaches of representations and
            warranties by either Party and  pertaining to the  obligations  that
            expressly survive termination of this Agreement.

      (h)   The terms of this Section 13 shall survive the expiration or earlier
            termination of this Agreement.

14. Confidentiality.

      (a)   Each Party agrees that  Confidential  Information of the other Party
            shall  be  used by  such  Party  solely  in the  performance  of its
            obligations  and  exercise  of its rights  pursuant  to the  Program
            Documents.  Except as required by Applicable  Laws or legal process,
            neither Party (the "Restricted  Party") shall disclose  Confidential
            Information of the other Party to third parties; provided,  however,
            that the Restricted Party may disclose  Confidential  Information of
            the other Party (i) to the Restricted  Party's  Affiliates,  agents,
            representatives or subcontractors for the sole purpose of fulfilling
            the Restricted Party's  obligations under this Agreement (as long as
            the Restricted  Party exercises  reasonable  efforts to prohibit any
            further  disclosure by its Affiliates,  agents,  representatives  or
            subcontractors),   (ii)   to  the   Restricted   Party's   auditors,
            accountants  and other  professional  advisors,  or to a  Regulatory
            Authority  or (iii) to any other third  party as mutually  agreed in
            writing by the Parties.

      (b)   A Party's  Confidential  Information  shall not include  information
            that:

                  (1) is generally available to the public;

                  (2) has become  publicly  known,  without fault on the part of
            the  Party  who  now  seeks  to  disclose  such   information   (the
            "Disclosing  Party"),  subsequent to the Disclosing  Party acquiring
            the information;

                  (3) was otherwise  known by, or available  to, the  Disclosing
            Party prior to entering into this Agreement; or

                  (4)  becomes   available   to  the   Disclosing   Party  on  a
            non-confidential  basis  from a Person,  other  than a Party to this
            Agreement, who is not known by the Disclosing Party to be bound by a
            confidentiality agreement with the non-Disclosing Party or otherwise
            prohibited  from  transmitting  the  information  to the  Disclosing
            Party.

      (c)   Upon written request or upon the termination of this Agreement, each
            Party shall,  within thirty (30) days, return to the other Party all
            Confidential  Information of the other Party in its possession  that
            is in written form, including by way of example, but not limited to,
            reports,  plans, and manuals;  provided,  however, that either Party
            may maintain in its possession all such Confidential  Information of
            the other Party  required to be  maintained  under  Applicable  Laws
            relating to the retention of records for the period of time required
            thereunder.


                                     - 11 -
<PAGE>

      (d)   In the event that a Restricted Party is requested or required in any
            legal  proceeding to disclose any  Confidential  Information  of the
            other Party,  the Restricted Party will provide the other Party with
            prompt notice of such request(s) so that the other Party may seek an
            appropriate  protective  order or other  appropriate  remedy  and/or
            waive the Restricted  Party's compliance with the provisions of this
            Agreement.  In the event  that the other  Party does not seek such a
            protective order or other remedy,  or such protective order or other
            remedy  is  not  obtained,  or  the  other  Party  grants  a  waiver
            hereunder,  the Restricted  Party may furnish that portion (and only
            that  portion) of the  Confidential  Information  of the other Party
            which the Restricted Party is legally compelled to disclose and will
            exercise   such  efforts  to  obtain   reasonable   assurance   that
            confidential treatment will be accorded any Confidential Information
            of the  other  Party so  furnished  as the  Restricted  Party  would
            exercise  in  assuring  the   confidentiality  of  any  of  its  own
            confidential information.

      (e)   The terms of this Section 14 shall survive the expiration or earlier
            termination of this Agreement.

15.  Proprietary  Materials.  The Bank hereby  provides MRU with a non-exclusive
royalty  free right and  license to use and  reproduce  the Bank's  name,  logo,
registered  trademarks  and  service  marks  ("Proprietary   Material")  on  the
Applications, Loan Agreements,  marketing materials, and otherwise in connection
with fulfillment of MRU's obligations under this Agreement;  provided,  however,
that (a) MRU shall at all times  comply with  written  instructions  provided by
Bank regarding the use of its  Proprietary  Material,  and (b) MRU  acknowledges
that,  except as  specifically  provided in this  Agreement,  it will acquire no
interest  in Bank's  Proprietary  Material.  Except as  contemplated  in Section
13(f),  upon  termination  of  this  Agreement,  MRU  will  cease  using  Bank's
Proprietary Material.

16.  Relationship  of  Parties.  The  Parties  agree  that in  performing  their
responsibilities  pursuant  to  this  Agreement,  they  are in the  position  of
independent  contractors.  This Agreement is not intended to create, nor does it
create and shall not be construed to create,  a relationship of partner or joint
venturer or any association for profit between Bank and MRU.

17. Expenses.

      (a)   Except as set forth  herein,  each  Party  shall  bear the costs and
            expenses of performing its obligations under this Agreement.

      (b)   MRU shall pay all ACH or wire  transfer  costs for ACH  transfers or
            wire  transfers  authorized  by Bank  and  executed  by the  Funding
            Institution pursuant to a Funding Statement.


                                     - 12 -
<PAGE>

      (c)   MRU shall  pay all costs of  obtaining  credit  reports,  delivering
            adverse action notices, completing loan packages and closing loans.

      (d)   Each Party shall be responsible  for payment of any federal,  state,
            or local taxes or assessments associated with the performance of its
            obligations under this Agreement and for compliance with all filing,
            registration and other requirements with regard thereto.

18.  Examination.  Each Party  agrees to submit to any  examination  that may be
required by a Regulatory  Authority  having  jurisdiction  over the other Party,
during regular business hours and upon reasonable prior notice, and to otherwise
provide  reasonable  cooperation  to the  other  Party  in  responding  to  such
Regulatory Authorities' inquiries and requests relating to the Program.

19.  Inspection.  Each Party, upon reasonable prior notice from the other Party,
agrees  to  submit  to an  inspection  of  its  books,  records,  accounts,  and
facilities  relevant to the Program,  from time to time, during regular business
hours subject,  in the case of Bank, to the duty of  confidentiality  it owes to
its customers and banking  secrecy and  confidentiality  requirements  otherwise
applicable  under  Applicable Laws. All expenses of inspection shall be borne by
the Party conducting the inspection.

      (a)   Bank  agrees that it shall  provide to, or cause to be provided  to,
            MRU such access as is necessary to perform a daily reconciliation of
            deposits and  disbursements  in the  performance of its duties under
            the Program Documents.

      (b)   MRU shall store all documentation and electronic data related to its
            participation  in the soliciting and processing of Loans,  and shall
            make such  documentation and data available during any inspection by
            Bank or its designee.

20.  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.

21.  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.

22. Assignment.  This Agreement and the rights and obligations  created under it
shall be binding  upon and inure  solely to the benefit of the Parties and their
respective successors, and permitted assigns. Neither Party shall be entitled to
assign or transfer any interest under this  Agreement  without the prior written
consent of the other Party;  provided that, MRU may not assign this Agreement to
any  Affiliate  without  Bank's  prior  written  consent,  which  shall  not  be
unreasonably withheld. No assignment under this section shall relieve a Party of
its obligations under this Agreement occurring prior to such transfer.


                                     - 13 -
<PAGE>

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

24. 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,  if
mailed  first-class  postage prepaid,  at the following  address,  or such other
address as either Party shall specify in a notice to the other:

         To Bank:
                   Doral Bank NY
                   387 Park Avenue South
                   New York, NY 10016
                   Telephone: 212-329-3700
                   Facsimile:  _______________

         To MRU:   MRU Lending, Inc.
                   1114 Ave of the Americas, 30th Floor
                   New York, New York  10036
                   Attn: _________________________
                   Telephone: (212)  836-4194
                   Facsimile:  (212)  754-1048

25.  Amendment  and  Waiver.  This  Agreement  may be amended  only by a written
instrument signed by each of the Parties.  The failure of a Party to require the
performance  of any  term of this  Agreement  or the  waiver  by a Party  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.

26. Entire Agreement. The Program Documents,  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.

27. Counterparts. This Agreement may be executed and delivered by the Parties 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 one and the same instrument.

28. Interpretation. The Parties acknowledge that each Party and its counsel have
reviewed and revised this Agreement and that the normal rule of  construction to
the effect that any  ambiguities  are to be resolved  against the drafting party
shall not be employed in the  interpretation of this Agreement or any amendments
thereto,  and the same shall be construed  neither for nor against either Party,
but shall be given a  reasonable  interpretation  in  accordance  with the plain
meaning of its terms and the intent of the Parties.


                                     - 14 -
<PAGE>

29.  Agreement  Subject to Applicable Laws. If (a) either Party has been advised
by legal  counsel of a change in Applicable  Laws or any judicial  decision of a
court having  jurisdiction over such Party or any interpretation of a Regulatory
Authority  that,  in the view of such legal  counsel,  would  have a  materially
adverse  effect on the rights or  obligations of such Party under this Agreement
or the  financial  condition  of such Party,  (b) either  Party shall  receive a
lawful written request of any Regulatory Authority having jurisdiction over such
Party,  including  any letter or directive of any kind from any such  Regulatory
Authority,  that  prohibits  or  restricts  such  Party  from  carrying  out its
obligations under this Agreement,  or (c) either Party has been advised by legal
counsel  that there is a material  risk that such  Party's or the other  Party's
continued  performance under this Agreement would violate  Applicable Laws, then
the Parties shall meet and consider in good faith any modifications,  changes or
additions  to the  Program or the Program  Documents  that may be  necessary  to
eliminate  such  result.  Notwithstanding  any other  provision  of the  Program
Documents,  including  Section 13  hereof,  if the  Parties  are unable to reach
agreement  regarding  modifications,  changes or additions to the Program or the
Program  Documents  within ten (10)  Business  Days after the Parties  initially
meet,  either Party may terminate  this  Agreement  upon five (5) Business Days'
prior written notice to the other Party. A Party may suspend  performance of its
obligations  under this  Agreement,  or require  the other  Party to suspend its
performance of its obligations  under this Agreement,  if any event described in
subsections 29(a), (b) or (c) above occurs.

30.  Force  Majeure.  If any Party shall be unable to carry out the whole or any
part of its obligations under this Agreement by reason of a Force Majeure Event,
then the  performance of the  obligations  under this Agreement of such Party as
they are affected by such cause shall be excused  during the  continuance of the
inability so caused,  except that should such  inability not be remedied  within
thirty (30) days after the date of such cause,  the Party not so affected may at
any time  after the  expiration  of such  thirty  (30) day  period,  during  the
continuance of such inability, terminate this Agreement on giving written notice
to the other Party and without payment of a termination fee or other penalty. To
the extent  that the Party not  affected by a Force  Majeure  Event is unable to
carry out the whole or any part of its obligations  under this Agreement because
a prerequisite  obligation of the Party so affected has not been performed,  the
Party  not  affected  by a  Force  Majeure  Event  also  is  excused  from  such
performance  during  such  period.  A  "Force  Majeure  Event"  as  used in this
Agreement  shall mean an event that is not reasonably  within the control of the
affected  Party or its  subcontractors  (including,  but not limited to, acts of
God, acts of governmental  authorities,  strikes,  war, riot, acts of terrorism,
and any other causes of such nature),  and which by exercise of  reasonable  due
diligence,  such affected Party or its subcontractors  could not reasonably have
been  expected  to  avoid,  overcome  or  obtain,  or  cause to be  obtained,  a
commercially  reasonable substitute therefore. No Party shall be relieved of its
obligations  hereunder  if its failure of  performance  is due to  removable  or
remediable causes which such Party fails to remove or remedy using  commercially
reasonable efforts within a reasonable time period. Either Party rendered unable
to fulfill  any of its  obligations  under this  Agreement  by reason of a Force
Majeure Event shall give prompt notice of such fact to the other Party, followed
by written  confirmation  of notice,  and shall exercise due diligence to remove
such inability with all reasonable dispatch.


                                     - 15 -
<PAGE>

31. Arbitration.

      (a)   The Parties agree to resolve all disputes  arising under or relating
            to this  Agreement by the  following  alternate  dispute  resolution
            process:  (a) the Parties agree to seek a fair and prompt negotiated
            resolution  within fifteen (15) Business Days of notice of a dispute
            provided by one Party to the other Party,  or such longer  period of
            time mutually  agreed by the Parties;  and (b) if the Parties do not
            reach  a  mutually  satisfactory  resolution  within  the  foregoing
            period,  the  dispute  shall  be  resolved  by  binding  arbitration
            conducted in accordance  with the American  Arbitration  Association
            ("AAA")  Commercial  Arbitration Rules in effect on the date hereof,
            as  modified  in  this  Agreement.  The  arbitrator  selected  shall
            determine  whether  a  claim  arises  out of or is  related  to this
            Agreement.  The Parties  confirm that by agreeing to this  alternate
            dispute  resolution  process,  they intend to give up their right to
            have any dispute arising under or relating to this Agreement decided
            in court by a judge or jury.

      (b)   Any  arbitration  initiated under this Section 31 shall be conducted
            in New York, New York.

      (c)   Under any  arbitration  initiated  under this Section 31, each Party
            shall select an  arbitrator,  and the  arbitrators  selected by both
            Parties  shall  select a third  arbitrator  who  shall  conduct  the
            arbitration between the Parties. Each of the arbitrators shall be an
            attorney with at least  fifteen (15) years  experience in commercial
            law.

      (d)   The arbitrators  shall take such steps as may be necessary to hold a
            private hearing within one hundred twenty (120) calendar days of the
            initial  demand for  arbitration  and to conclude the hearing within
            three (3) calendar days, and the arbitrators' decision,  which shall
            be in writing,  shall be made not later than  fourteen (14) calendar
            days after the hearing.  The Parties have included these time limits
            in   order   to   expedite   the   proceeding,   but  they  are  not
            jurisdictional,  and the  arbitrators  may for good cause  afford or
            permit reasonable  extensions or delays,  which shall not affect the
            validity of the award. The written decision of the arbitrators shall
            contain a brief statement of the claim(s) determined, the award made
            on each claim and the reasons for the disposition of each claim. The
            arbitrators  may not award  punitive,  consequential  or  incidental
            damages  in  any  arbitration  initiated  hereunder.  Absent  fraud,
            collusion or willful misconduct by the arbitrators,  the award shall
            be  final  and   judgment   may  be  entered  in  any  court  having
            jurisdiction thereof.

      (e)   In making  the  decision  and  award,  the  arbitrator  shall  apply
            substantive federal and New York law, as applicable. All statutes of
            limitations  which would otherwise be applicable  shall apply to any
            arbitration proceeding hereunder.

      (f)   The terms of this Section 31 shall survive the expiration or earlier
            termination of this Agreement.


                                     - 16 -
<PAGE>

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

33.  Privacy Law  Compliance.  Subject to  Applicable  Laws,  Bank and MRU shall
comply  with the privacy  policy  agreed upon by both  Parties  with  respect to
Applicants and Borrowers.  MRU shall be responsible for providing Applicants and
Borrowers with all required privacy disclosures on behalf of Bank.

34.  Exclusivity.  Subject to Section 13(b),  during the term of this Agreement,
Bank shall not enter into any  agreement(s)  with parties other than MRU for the
origination by Bank of private student loans (i.e.,  not government  guaranteed)
and the sale of such loans to a third party.

35. Press Releases / Statements.  Neither Bank nor MRU may issue a press release
mentioning  the other party  without  the prior  consent and review of the other
party, which consent shall not be unreasonably withheld.

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

Doral Bank NY FSB

By: /s/ Paul Mak
   -------------
Title: President


                                     - 17 -
<PAGE>

MRU Lending, Inc.

By: /s/ Vishal Garg
   ----------------------------
Title: Chief Financial Officer


                                     - 18 -
<PAGE>

                                   Schedule 1

                                   Definitions

(a)   "ACH" means the Automated Clearinghouse.

(b)   "Affiliate"  means,  with  respect to a Party,  a Person who  directly  or
      indirectly  controls,  is controlled  by or under common  control with the
      Party. For the purpose of this definition,  the term "control"  (including
      with correlative meanings,  the term controlling,  controlled by and under
      common  control with) means the power to direct the management or policies
      of  such  Person,  directly  or  indirectly,   through  the  ownership  of
      twenty-five  percent (25%) or more of a class of voting securities of such
      Person.

(c)   "MRU  Indemnified  Parties"  shall have the  meaning  set forth in Section
      12(a).

(d)   "Applicable  Law"  means all  federal,  state and  local  laws,  statutes,
      regulations and orders  applicable to a Party or relating or affecting any
      aspect of the program,  and all  requirements of any Regulatory  Authority
      having jurisdiction over a Party, 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.

(e)   "Applicant" means an individual who is a consumer who requests a Loan from
      Bank.

(f)   "Application"  means any request from an Applicant  for a Loan in the form
      required by Bank.

(g)   "Bank" shall have the meaning set forth in the  introductory  paragraph of
      this Agreement.

(h)   "Bank  Indemnified  Parties"  shall have the  meaning set forth in Section
      12(b).

(i)   "Borrower"  means an  Applicant to whom Bank has made a Loan and/or who is
      liable, jointly or severally, for amounts owing with respect to a Loan.

(j)   "Business Day" means any day, other than (i) a Saturday or Sunday, or (ii)
      a day  on  which  banking  institutions  in the  State  of  New  York  are
      authorized or obligated by law or executive order to be closed.

(k)   "Claim Notice" shall have the meaning set forth in Section 12(e).

(l)   "Confidential   Information"  means  the  terms  and  conditions  of  this
      Agreement,  and any proprietary information or non-public information of a
      Party, including a Party's proprietary marketing plans and objectives.

(m)   "Consumer  Finance  Materials" shall have the meaning set forth in Section
      4.


                                     - 19 -
<PAGE>

(n)   "Credit  Policy"  means the  minimum  requirements  of income,  residency,
      employment history,  credit history, and/or other such considerations that
      Bank uses to approve or deny an Application and to authorize originating a
      Loan as may be in effect from time to time.

(o)   "Disclosing Party" shall have the meaning set forth in Section 14(b)(2).

(p)   "Effective  Date":  shall have the meaning  set forth in the  introductory
      paragraph of this Agreement.

(q)   "Force Majeure Event" shall have the meaning set forth in Section 30.

(r)   "Funding  Account" means a demand  deposit  account of Bank at the Funding
      Institution  against  which  checks  are  drawn  for the  payment  of Loan
      proceeds to Borrowers  and/or  Schools and ACH transfers or wire transfers
      are settled for the payment of Loan proceeds to Borrowers and/or Schools.

(s)   "Funding  Amount"  means the  aggregate  amount of all Loan proceeds to be
      disbursed to Borrowers and/or Schools and/or third parties, as listed on a
      Funding Statement.

(t)   "Funding Date" means, with respect to each Funding Statement,  the date on
      which  Bank  disburses  the Loan  proceeds  as  provided  on such  Funding
      Statement and in accordance with such Funding Statement.

(u)   "Funding Institution" means the insured depository  institution designated
      by Bank through which Loan proceeds are paid to Borrowers and/or Schools.

(v)   "Funding  Statement" means the statement prepared by MRU each Business Day
      that contains the computation of the Funding  Amount,  and all information
      necessary for the transfer of Loan  proceeds  from the Funding  Account to
      the accounts  designated by Borrowers  and/or Schools and/or third parties
      and such other  information  as set forth in Section  6(a) and as shall be
      reasonably requested by Bank and mutually agreed by the Parties.

(w)   "Holding  Period" menas the time from which the loan is disbursed until it
      is sold to a qualified third party such as MRU.

(x)   "Indemnifiable Claim" shall have the meaning set forth in Section 12(d).

(y)   "Insolvent"  means  the  failure  to pay debts in the  ordinary  course of
      business, the inability to pay its debts as they come due or the condition
      whereby  the sum of an  entity's  debts  is  greater  than  the sum of its
      assets.

(z)   "Loan" means a closed-end  installment loan originated by Bank pursuant to
      the  Program for the purpose of  financing  a  Borrower's  costs of higher
      education, including specifically, but not limited to, tuition and related
      expenses.


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<PAGE>

(aa)  "Loan Agreement" means the document containing the terms and conditions of
      a Loan including all disclosures required by Applicable Law.

(bb)  "Loan  Sale  Agreement"  means  that  Loan  Sale  Agreement  dated  as  of
      _____________,____,  between Bank and MRU pursuant to which Bank agrees to
      sell to MRU and MRU agrees to purchase from Bank the Loans.

(cc)  "Losses" shall have the meaning set forth in Section 12(a).

(dd)  "Party" means either MRU or Bank and "Parties" means MRU and Bank.

(ee)  "Person" means any legal person,  including any  individual,  corporation,
      limited liability company, partnership,  joint venture, association, joint
      stock company, trust, unincorporated organization, governmental entity, or
      other entity of similar nature.

(ff)  "Program" means the consumer student loan program to be offered by Bank to
      Borrowers pursuant to the terms of this Agreement,  initially as described
      in Exhibit A attached hereto.

(gg)  "Program Documents" means this Agreement and the Loan Sale Agreement.

(hh)  INTENTIONALLY DELETED.

(ii)  "Proprietary Materials" shall have the meaning set forth in Section 15.

(jj)  "Regulatory Authority" means any federal, state or local regulatory agency
      or other governmental agency or authority having jurisdiction over a Party
      and, in the case of Bank, shall include, but not be limited to the Federal
      Deposit Insurance Corporation.

(kk)  "Restricted Party" shall have the meaning set forth in Section 14(a).

(ll)  "School" means  universities,  colleges and other  institutions  of higher
      learning to which Loan proceeds are delivered at the request of Borrowers.

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