Doral Bank NY

                                       and

                                MRU Lending, Inc.

                               LOAN SALE AGREEMENT

                            Dated as of July 25, 2005

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                                TABLE OF CONTENTS
                                                                            Page

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

2.       PURCHASE OF LOANS; PAYMENT TO BANK...................................1

3.       OWNERSHIP OF LOANS; SERVICING........................................2

4.       GENERAL REPRESENTATIONS AND WARRANTIES OF BANK.......................3

5.       ADDITIONAL REPRESENTATIONS AND WARRANTIES OF BANK....................4

6.       REPRESENTATIONS AND WARRANTIES OF MRU................................4

7.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF MRU.......................5

8.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BANK......................6

9.       TERM AND TERMINATION.................................................6

10.      CONFIDENTIALITY......................................................8

11.      INDEMNIFICATION......................................................9

12.      ASSIGNMENT..........................................................11

13.      THIRD PARTY BENEFICIARIES...........................................11

14.      NOTICES.............................................................11

15.      RELATIONSHIP OF PARTIES.............................................11

16.      RETENTION OF RECORDS................................................11

17.      FORCE MAJEURE.......................................................12

18.      AGREEMENT SUBJECT TO APPLICABLE LAWS................................12

19.      EXPENSES............................................................12

20.      EXAMINATION.........................................................13

21.      INSPECTION..........................................................13

22.      GOVERNING LAW.......................................................13

23.      MANNER OF PAYMENTS..................................................13

24.      REFERRALS...........................................................13

25.      ENTIRE AGREEMENT....................................................13

26.      AMENDMENT AND WAIVER................................................13

27.      SEVERABILITY........................................................13

28.      INTERPRETATION......................................................14

29.      ARBITRATION.........................................................14

30.      HEADINGS............................................................15

31.      COUNTERPARTS........................................................15

                                       -i-

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      THIS LOAN SALE AGREEMENT (this "Agreement"),  dated as of _________, _____
("Effective  Date"),  is made by and between [Doral Bank NY], a federal  savings
bank having its  principal  location 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,  Bank and MRU have entered into a Loan Program Agreement pursuant
to which Bank provides student loans to consumers; and

      WHEREAS,  Bank  desires to sell to MRU and MRU  desires to  purchase  from
Bank, the loans originated by Bank pursuant to the Loan Program Agreement.

      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 agree as follows:

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

2. Purchase of Loans; Payment to Bank.

      (a)   Bank  hereby  agrees  to  sell,  transfer,   assign,  set-over,  and
            otherwise  convey to MRU  without  recourse  ( except  as  expressly
            provided  herein)  and with  servicing  released:  (i) all Loans and
            Receivables generated by Bank during the term of this Agreement. All
            of the foregoing  shall be in  accordance  with the  procedures  set
            forth in this Section 2. In  consideration  for Bank's  Agreement to
            sell, transfer,  assign,  set-over and convey to MRU all Receivables
            and all Loans  generated by Bank during the term of this  Agreement,
            MRU  shall  pay to  Bank on each  Closing  Date,  the sum of (i) the
            Purchase Price in accordance with  subsection  2(b) below,  and (ii)
            all fees due to J.P. Morgan Trust Company, National Association (the
            "Custodian").

      (b)   By 1:00 p.m.  New York Time on the  Closing  Date,  MRU shall pay to
            Bank the  aggregate of the Purchase  Price for the  Receivables  and
            Loans  identified  on the  Funding  Statement.  MRU  shall  make the
            payment  required by this  Section  2(b) by ACH or wire  transfer of
            federal  funds to an account  designated  by Bank at an  institution
            designated  by Bank.  Prior to the first  Closing  Date,  Bank shall
            provide  to MRU  the  name  of the  designated  institution  and the
            designated bank account name and number.

      (c)   To the extent that such  materials  are in Bank's  possession,  upon
            MRU's request,  Bank agrees to cause to be delivered to MRU or MRU's
            designated  custodian  at  MRU's  cost,  Loan  files  on  all  Loans
            purchased by MRU pursuant to this  Agreement  through the  preceding
            Business Day. Such Loan files will include the  application  for the
            Loan,  the  Loan  Agreement,  the  Truth-in-Lending  Statement,  the
            Promissory  Note,  Uniform  Commercial  Code  financing  statements,
            confirmation of delivery of the Loan Agreement to the Borrower,  and
            such other materials as MRU may reasonably require (all of which may
            be in electronic form).


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      (d)   Bank  agrees to execute a Limited  Power of  Attorney-in-Fact,  in a
            form  satisfactory to MRU's designated  custodian,  namely JP Morgan
            Chase,  providing  for the  ability  to  assign  Loans and any other
            related   documents   as  may  be  required  to  complete  the  loan
            transaction with the Borrower.

      (e)   Bank shall execute and file such  financing  statements and cause to
            be  executed  and 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 in the Loans and
            Receivables and the proceeds  thereof.  Bank shall deliver (or cause
            to be delivered) to MRU  file-stamped  copies of, or filing receipts
            for,  any  document  filed as provided  above,  as soon as available
            following such filing.

      (f)   During such time as Bank owns the Loans,  MRU shall  ensure that all
            refunds,  adjustments and credits provided by Borrowers that receive
            Loan  proceeds  shall be disbursed to Bank within three (3) Business
            Days after the refund,  adjustments  or credit is made by the School
            to MRU.  Bank  hereby  assigns to MRU with  respect to each Loan and
            Receivable  purchased  pursuant  to this  Agreement,  all of  Bank's
            rights to any such refunds,  credits or adjustments and the interest
            accruing on each of such Loan and Receivable.

      (g)   Within five (5) days after the end of each calendar month, MRU shall
            pay Bank a fee equal to ten-one hundredths of one percent (0.10%) of
            the principal amount of the Loans funded by Bank during the previous
            month.  MRU shall make any such  payments by ACH or intrabank  funds
            transfer  to the  account  designated  by  Bank in  accordance  with
            Section 2(b).

3. Ownership of Loans;  Servicing.  On and after each Closing Date, MRU shall be
the sole owner for all purposes (e.g.,  tax,  accounting and legal) of the Loans
and Receivables purchased from Bank on such date and shall be entitled to all of
the rights, privileges, and remedies applicable to said ownership interest. Bank
agrees to make entries on its books and records to clearly  indicate the sale of
the Loans and  Receivables  as of each  Closing  Date.  Bank does not assume and
shall  not  have  any  liability  to MRU  for  the  repayment  of any  Loans  or
Receivables;  provided  that the Bank shall  promptly  forward any Loan payments
that it receives to a bank  account  designated  for this  purpose by MRU.  Bank
shall  forward  such Loan  payments  via ACH  transfer.  Bank hereby  agrees and
acknowledges  that any such Loan  payments  so received by Bank shall be held in
trust for MRU. MRU shall be responsible  for servicing  loans either directly or
through a  sub-servicer.  Pennsylvania  Higher  Education  Assistance  Authority
("PHEAA")  shall  service  the  Loans  for so long as Bank  owns the  Loans,  as
sub-servicer to MRU.

4. General  Representations  and Warranties of Bank.  Bank herby  represents and
warrants as of the Effective Date of this Agreement that:

      (a)   Bank is a federal  savings bank, 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
            and the transfer of the Loans 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 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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      (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 Bank,  have been obtained  (other
            than those required to be made to or obtained from Borrowers);

      (c)   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 creditor's
            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  Bank,  threatened  against  Bank  (i)  asserting  the
            invalidity   of  this   Agreement,   (ii)  seeking  to  prevent  the
            consummation by Bank of any of the transactions contemplated by this
            Agreement,  (iii) seeking any  determination  or ruling that, in the
            reasonable  judgment of Bank,  would materially and adversely affect
            the validity or enforceability of this Agreement;

      (e)   Bank is not Insolvent;

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

      The  representations  and  warranties  set  forth in this  Section 4 shall
survive the sale,  transfer and  assignment of the Loans to MRU pursuant to this
Agreement  and,  with the  exception  of those  representations  and  warranties
contained in subsection 4(d), shall be made continuously  throughout the term of
this Agreement.  In the event that any investigation or proceeding of the nature
described in subsection  4(d) is instituted  or  threatened  against Bank,  Bank
shall  promptly  notify  MRU of such  pending  of  threatened  investigation  or
proceeding.

5. Additional Representations and Warranties of Bank. Bank hereby represents and
warrants that, as of the Effective Date or such other date as specified below in
a specific representation:

      (a)   As of each Closing Date, each Receivable and Loan transferred to MRU
            on such date was  originated  by Bank and  constitutes a valid sale,
            transfer,  assignment,  set-over  and  conveyance  to  MRU of all of
            Bank's  right,  title,  and interest in and to such  Receivable  and
            Loan;


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      (b)   As of each Closing Date, Bank was the legal and beneficial  owner of
            all right,  title and interest in and to each  Receivable  and Loan,
            and no  Receivable  or Loan was subject to any lien or  encumbrance,
            immediately  prior to the transfer of the  Receivable or Loan to MRU
            pursuant hereto;

      (c)   Bank  shall  maintain  its  records  in  a  manner  to  clearly  and
            unambiguously   reflect  the   ownership  of  MRU  in  each  of  the
            Receivables and Loans transferred hereunder; and

      (d)   As of the Closing Date,  with respect to each  Receivable  and Loan:
            (i) Bank has done nothing that would alter the terms and  conditions
            or the  amount  of the Loan;  and (ii)  there is no  restriction  on
            Bank's authority to assign the Receivable or Loan.

      The  representations  and  warranties  set  forth in this  Section 5 shall
survive the sale,  transfer and assignment of the  Receivables  and Loans to MRU
pursuant to this Agreement.

6.  Representations and Warranties of MRU. MRU hereby represents and warrants to
Bank, as of the Effective Date that:

      (a)   MRU is a Delaware  corporation,  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 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;

      (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, have been obtained;

      (c)   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 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 threatened against MRU (i) asserting the invalidity
            of this Agreement,  (ii) seeking to prevent the  consummation by MRU
            of any of the  transactions  contemplated by 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)  seeking  any
            determination  or ruling that would  materially and adversely affect
            the validity or enforceability of this Agreement;


                                     - 4 -
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      (e)   MRU is not Insolvent; and

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

      The  representations  and  warranties  set  forth in this  Section 6 shall
survive the sale,  transfer and  assignment of the Loans to MRU pursuant to this
Agreement  and,  with the  exception  of those  representations  and  warranties
contained in subsection 6(d), shall be made continuously  throughout the term of
this Agreement.  In the event that any investigation or proceeding of the nature
described in subsection 6(d) is instituted or threatened  against MRU, MRU shall
promptly notify Bank of such pending or threatened investigation or proceeding.

7. Conditions  Precedent to the Obligations of MRU. The obligations of MRU under
this  Agreement  are subject to the  satisfaction  of the  following  conditions
precedent on or prior to each Closing Date:

      (a)   As of each Closing  Date,  no action or  proceeding  shall have been
            instituted or threatened  against MRU or Bank to prevent or restrain
            the consummation of the transactions  contemplated  hereby,  and, on
            each Closing Date, there shall be no injunction,  decree, or similar
            restraint prevent or restraining such consummation;

      (b)   The  representations  and warranties of Bank set forth in Sections 4
            and 5 shall be true and  correct in all  material  respects  on each
            Closing Date as though made on and as of such date; and

      (c)   The  obligations of Bank set forth in this Agreement to be performed
            on or before  each  Closing  Date shall have been  performed  in all
            material respects as of such date by Bank.

      The Parties agree that,  upon payment by MRU to Bank of the Purchase Price
on any Closing Date,  title to the Receivables and Loans acquired by MRU on such
day shall vest in MRU, whether or not the foregoing conditions precedent to such
Purchase  were in fact  satisfied  and any  Party's  sole  remedy for damages on
account  of failure to satisfy  such  conditions  precedent  shall be limited to
indemnification as provided in Section 11.

8.  Conditions  Precedent to the Obligations of Bank. The obligations of Bank in
this  Agreement  are subject to the  satisfaction  of the  following  conditions
precedent on or prior to each Closing Date:

      (a)   As of each Closing  Date,  no action or  proceeding  shall have been
            instituted or threatened  against MRU or Bank to prevent or restrain
            the consummation of the transactions  contemplated  hereby,  and, on
            each Closing Date, there shall be no injunction,  decree, or similar
            restraint preventing or restraining such consummation; and


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      (b)   The  representations  and warranties of MRU in the Program Documents
            shall be true and correct in all  material  respects on each Closing
            Date as though made on and as of such date.

      The Parties agree that,  upon payment by MRU to Bank of the Purchase Price
on any  Closing  Date,  title to the Loans  acquired  by MRU  shall  vest in MRU
whether or not the foregoing  conditions precedent to such Purchase were in fact
satisfied  and any  Party's  sole  remedy  for  damages on account of failure to
satisfy  such  conditions  precedent  shall be  limited  to  indemnification  as
provided in Section 11.

9. 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)   Both Bank and MRU shall have the right to terminate  this  Agreement
            without cause on ninety (90) days' prior written notice to the Bank.

      (c)   During the Initial Term and any Renewal Term of this Agreement, Bank
            may terminate this Agreement  immediately upon written notice to MRU
            if MRU  defaults  on its  obligation  to make a  payment  to Bank as
            provided  in  Section  2  hereof.  Bank  shall not have the right to
            terminate  this  Agreement  without  cause,  except  in  the  manner
            provided in subsection (9)(a) above.

      (d)   A 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;

                  (2) the other Party shall  default in the  performance  of any
            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;


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                  (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; or

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

      (e)   Except for immediate termination provided under subsection (d)(3) or
            (4)  above,  either  Party  shall have the right to  terminate  this
            Agreement  upon five (5) days' written  notice to the other Party if
            an order of a court  of  competent  jurisdiction,  or  finding  by a
            Regulatory  Authority,  has the effect of restricting or prohibiting
            the activities contemplated by this Agreement.

      (f)   The  termination of this Agreement  either in part or in whole shall
            not discharge any Party from any  obligation  incurred prior to such
            termination,  including  any  obligation  with respect to Loans sold
            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  sale  or
            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.

      (g)   If,  following the  termination  of this  Agreement by Bank,  either
            Party  exercises the right to terminate  the Loan Program  Agreement
            based on the termination of this  Agreement,  MRU shall purchase any
            Loans  originated by Bank under the Loan Program  Agreement prior to
            and on the date of  termination  of the Loan Program  Agreement that
            have  not  already  been  purchased  by  MRU  and  any  other  Loans
            originated in accordance with the provisions of Section 13(f) of the
            Loan Program Agreement.

      (h)   The terms of this Section 9 shall survive the  expiration or earlier
            termination of this Agreement.

10. 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.


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<PAGE>

      (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.

      (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.


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<PAGE>

      (e)   The terms of this Section 10 shall survive the expiration or earlier
            termination of this Agreement.

11. 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
            specifically  applicable to Bank's  participation  in the Program or
            (iii)  failure of the Bank to convey  good and  marketable  title to
            each Loan and Receivable hereunder, free of liens and encumbrances.

      (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
            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.

      (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.


                                     - 9 -
<PAGE>

      (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.

      (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  subsection  11(f) shall  deprive the  Indemnified
            Party of its rights to indemnification pursuant to this Section 11.

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

12. 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 consent shall not be
unreasonably  witheld. No assignment under this section shall relieve a Party of
its obligations under this Agreement occurring prior to such transfer.


                                     - 10 -
<PAGE>

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

14. 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

         To MRU:                    MRU Lending, Inc.
                                    1114 Avenue of the Americas, 30th Floor
                                    New York, New York  10036
                                    Attn: _Vishal Garg________________________
                                    E-mail Address: ________________
                                    Telephone: (212) 836-4194_______________
                                    Facsimile:  (212) 754-1048_______________

15.  Relationship  of  Parties.  Bank and MRU  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 to joint
venturer or any association for profit between and among Bank and MRU.

16.  Retention of Records.  Any Records  with respect to Loans  purchased by MRU
pursuant  hereto  retained by Bank shall be held as custodian for the account of
MRU as  owner  thereof.  Bank  shall  provide  copies  of  Records  to MRU  upon
reasonable request of MRU.

17.  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,
including the payment  obligation  under Section  2(f),  because a  prerequisite
obligation  of the  Party so  affected  has not been  performed,  the  Party not
affected by a Force Majeuere 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.


                                     - 11 -
<PAGE>

18.  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  9 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 18(a), (b) or (c) above occurs.

19.  Expenses.  Each Party shall bear the costs and expenses of  performing  its
obligations  under this Agreement,  unless expressly  provided  otherwise in the
Program  Documents.  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.

20.  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's inquiries and requests relating to the Program.

21. Inspection.  Each Party, upon reasonable 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.  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.  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.


                                     - 12 -
<PAGE>

22.  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.

23.  Manner of  Payments.  Unless the manner of  payment is  expressly  provided
herein,  all payments under this Agreement  shall be made by ACH transfer to the
bank accounts designated by the respective Parties.  Notwithstanding anything to
the  contrary  contained  herein,  neither  Party shall fail to make any payment
required of it under this Agreement as a result of a breach or alleged breach by
the other  Party of any of its  obligations  under this  Agreement  or any other
agreement,  provided  that  the  making  of  any  payment  hereunder  shall  not
constitute  a waiver by the Party  making the  payment of any rights it may have
under the Program Documents or by law.

24.  Referrals.  Neither  Party has agreed to pay any fee or  commission  to any
agent,  broker,  finder,  or other  person for or on  account  of such  person's
services  rendered in connection with this Agreement that would give rise to any
valid claim  against the other Party for any  commission,  finder's  fee or like
payment.

25. 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.

26.  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.

27.  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.

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.


                                     - 13 -
<PAGE>

29. 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 29 shall be conducted
            in New York, New York.

      (c)   Under any  arbitration  initiated  under this Section 29, 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.


                                     - 14 -
<PAGE>

      (f)   The terms of this Section 29 shall survive the expiration or earlier
            termination of this Agreement.

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

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

             [BANK]

By: _______________________
Title: ______________________

By: _______________________
Title: ______________________

MRU Lending, Inc.

By: _______________________
Title: ______________________

By: _______________________
Title: ______________________


                                     - 15 -
<PAGE>

                                   Schedule 1

                                   Definitions

(a)   "ACH" means 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
      11(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"  has the  meaning  assigned  to such term in Schedule 1 of the
      Loan Program Agreement.

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

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

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

(i)   "Claim Notice" shall have the meaning set forth in Section 11(e).

(j)   "Closing  Date" means each date on which MRU pays Bank the Purchase  Price
      for a Receivable or Loan and, pursuant to Section 2 hereof,  acquires such
      Receivable or Loan from Bank.  The Closing Date shall occur no sooner than
      2 days after the Funding Date.

(k)   "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.

(l)   "Credit Policy" has the meaning assigned to such term in Schedule 1 of the
      Loan Program Agreement.

(m)   "Disclosing Party" shall have the meaning set forth in Section 10(b)(2).


                                     - 16 -
<PAGE>

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

(o)   "Force Majeure Event" shall have the meaning set forth in Section 17.

(p)   "Funding  Amount" has the  meaning  assigned to such term in Schedule 1 of
      the Loan Program Agreement.

(q)   "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..

(r)   "Funding Statement" has the meaning assigned to such term in Schedule 1 of
      the Loan Program Agreement.

(s)   "Indemnifiable Claim" shall have the meaning set forth in Section 11(d).

(t)   "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.

(u)   "Loan" means a closed-end  consumer  installment  loan  originated by Bank
      pursuant to the Loan  Program  Agreement  for the  purpose of  financing a
      Borrower's  cost of  higher  education,  including  specifically,  but not
      limited to, tuition and related expenses.  For purposes of this Agreement,
      each Loan  includes,  without  limitation,  all  rights of Bank to payment
      under the applicable Loan Agreement with such Borrower.

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

(w)   "Loan Program  Agreement"  means that Loan Program  Agreement  dated as of
      _____________,____,  between  MRU and Bank  pursuant  to which the Parties
      agreed to promote and operate a student loan program.

(x)   "Losses" shall have the meaning set forth in Section 11(a).

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

(z)   "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.

(aa)  "Program" means the consumer student loan program to be offered by Bank to
      Borrowers pursuant to the Loan Program Agreement.

(bb)  "Program  Year"  means the  twelve  (12)-month  period  commencing  on the
      Effective Date, and each anniversary of the Effective Date.


                                     - 17 -
<PAGE>

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

(dd)  "Purchase  Price" means the principal  amount and any accrued  interest of
      each Loan and Receivable.

(ee)  "Receivable"  means,  with respect to any  Borrower,  any right to payment
      from or on behalf of any Borrower in respect of any Loan, and includes any
      existing, as well as the right to payment of any future,  finance charges,
      late fees,  returned check fees and any and all other fees and charges and
      other  obligations  of such  Borrower  with  respect  to such  Loan.  Each
      Receivable  includes,  without  limitation,  all rights of Bank to payment
      under the Loan Agreement with such Borrower.

(ff)  "Records"  means  any  Loan  Agreements,   applications,   change-of-terms
      notices,  credit files, credit bureau reports,  transaction data, records,
      or other  documentation  (including  computer tapes,  magnetic files,  and
      information in any other format).

(gg)  "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.

(hh)  "Restricted Party" shall have the meaning set forth in Section 10(a).

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


                                     - 18 -