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                                                                  EXHIBIT 10.100

                                                                  EXECUTION COPY

                              PRIVATE LOAN PROGRAM
                       LOAN ORIGINATION AND SALE AGREEMENT

      This Private Loan Program Origination and Sale Agreement (the "Agreement")
is made and entered into as of this 28th day of July, 2005, by and among
Richland State Bank, a South Dakota State Bank (the "Bank"); Richland Loan
Processing Center, Inc., a South Dakota corporation and wholly owned subsidiary
of the Bank ("RLPC"); UICI, a Delaware corporation ("UICI"); and UICI Funding
Corp. 2, a Delaware corporation and wholly owned subsidiary of UICI ("UFC2").

RECITALS:

      A.    The Bank is an FDIC-insured bank, chartered by the State of South
            Dakota, authorized to originate and make loans throughout the United
            States.

      B.    Under UICI's former College First Alternative Loan program, The MEGA
            Life and Health Insurance Company ("MEGA") and Mid-West National
            Life Insurance Company of Tennessee ("Mid-West") (each a wholly
            owned subsidiary of UICI) formerly offered an interest-sensitive
            whole life insurance product that was in certain cases issued with a
            child term rider, pursuant to which MEGA or Mid-West, as the case
            may be, committed to provide private student loans to help fund the
            named child's higher education if certain restrictions and
            qualifications are satisfied.

      C.    While UICI has terminated its College First Alternative Loan
            program, there remain outstanding in-force insurance policies
            previously issued under the College First Alternative Loan program
            by MEGA or Mid-West, pursuant to which MEGA or Mid-West, as the case
            may be, has had and continues to have a commitment to make available
            Private Loans (as defined below) to Eligible Borrowers (as defined
            below).

      D.    RLPC provides services in connection with the review, approval and
            disbursement of the Private Loans.

      E.    UFC2 desires to purchase the Private Loans funded by the Bank and
            originated by RLPC under the terms of this Agreement.

AGREEMENT:

      In consideration of the foregoing Recitals, the following mutual and
respective covenants and agreements of the parties, and for other valuable
consideration, the receipt and sufficiency of which are acknowledged, on and as
of the Effective Date the parties agree as follows:

      1.    Definitions. Unless otherwise defined herein, capitalized terms
shall have the meanings set forth below:

            "Approved Private Loan Program" means a program for making Private
Loans that are not FFEL loans to or for the benefit of students for certain
higher education expenses (as certified by an Eligible Institution) that has
been approved by UICI and/or its designee and UFC2 and identified in the College
First Alternative Loan Program Manual.

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            "Approved Program Fees" means the loan fees, including any
guarantee, origination, insurance, or reserve fund fees or prepaid finance
charges, charged to Eligible Borrowers and deducted from one or more
disbursements.

            "Confidential Information" means "non-public personal financial
information" (as such term is defined in the Gramm-Leach-Bliley Act and/or the
regulations implementing the provisions of that Act) and other
personally-identifiable information relating to Borrowers. Information made
available to the general public shall not be considered Confidential
Information.

            "Effective Date" means July 28, 2005.

            "Eligible Borrower" means an Eligible Student or other qualified
individual who meets the Program Eligibility Requirements relating to an obligor
of a Program Loan.

            "Eligible Institution" means an institution of higher education that
meets the Program Eligibility Requirements relating to an educational
institution participating in the Program.

            "Eligible Student" means a student attending an Eligible Institution
who meets the Program Eligibility Requirements relating to a student receiving
financial assistance under the Program.

            "Loan Application and Promissory Note" or "Note" means the form of
the application and promissory note that meets the Program Eligibility
Requirements to be executed and delivered by each Eligible Borrower in order to
obtain a Program Loan, as such forms are set forth in the Program Manual.

            "Private Loan" means an education loan that is not a Federal Family
Education Loan (FFEL) made to a student or parent of a dependent student, but
which is offered pursuant to the College First Alternative Loan Program Manual.

            "College First Alternative Loan Program Manual" or "Program Manual"
means the document setting forth the requirements, documents, processing
procedures and other information relating to the Program and the Program Loans,
as amended or supplemented from time to time.

            "Processing Procedures" means the procedures for processing the
review, approval or disapproval and disbursement of Program Loans, as set forth
in the Program Manual.

            "Program" means the CFLD Private Loan Programs as described in the
Program Manual.

            "Program Eligibility Requirements" means all of the terms and
conditions of a Program Loan as set forth in the Program Manual, including
eligibility criteria for borrowers, schools, and students, and all requirements
that must be met in order for a prospective borrower to qualify for and receive
a Program Loan, including, but not limited to, meeting the Underwriting Criteria
required under the Program.

            "Program Loan" means a Private Loan made to an Eligible Borrower for
the purpose of financing part or all of the educational expenses of an Eligible
Student at an Eligible Institution that is made under the CFLD Private Loan
Program.

            "Program Manual" means the College First Alternative Loan Program
Manual.

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            "Program Materials" means all promissory notes, documents, and
materials used in connection with the performance of the parties' obligations
under this Agreement, including without limitation, applications, disclosures
required by the Rules, and all other materials with the exception of Advertising
Materials.

            "Purchaser" means UFC2 or UFC2s' designated nominee or assignee.

            "Regulatory Authority" means the Federal Deposit Insurance
Corporation and any local, state, or federal regulatory authority having
jurisdiction or exercising regulatory authority or similar oversight with
respect to Bank, RLPC, MEGA, Mid-West, UFC2, or Servicers.

            "Rules" means all local, state, and federal statutes or ordinances
applicable to the acts of Bank, RLPC, MEGA, Mid-West, UFC2, or any Servicer as
they may relate to the Program; any order, decision, injunction, or similar
pronouncement of any court, tribunal, or arbitration panel issued with respect
to Bank, RLPC, MEGA, Mid-West, UFC2, or any Servicer in connection with this
Agreement; and any regulations, policy statements, and any similar pronouncement
of any regulatory authority having jurisdiction with respect to the acts of
Bank, RLPC, MEGA, Mid-West, UFC2, or any third party service provider as they
relate to the Program.

            "Servicer" means the servicing entity designated by UFC2 to service
the Program Loans on behalf of the Purchaser.

            "Underwriting Criteria" means the requirements for determining the
creditworthiness of one or more Eligible Borrowers for purposes of qualifying
for a Program Loan, as set forth in the Program Manual.

      2.    Program Materials.

      a.    UICI (or its designees) will be responsible for the development of
            all Program Materials used in connection with the CFLD Private Loan
            Programs and shall bear all costs thereof. All Program Materials
            shall be subject to and must receive the prior written approval of
            Bank, which approval shall not be unreasonably withheld. UICI agrees
            not to use or disseminate any Program Materials unless such
            materials have been approved in advance by Bank in writing. UICI
            shall pay all reasonable attorneys' fees associated with Bank's
            review of the Program Materials. Bank may at any time retract or
            modify any approval previously given by it with respect to any
            Program Materials if Bank reasonably determines that such action is
            necessary in order to remain in compliance with any applicable Rules
            or for the safe and sound operation of Bank.

      b.    Neither UICI nor MEGA nor Mid-West shall have authority to use any
            trade names, trademarks, or service marks of Bank or RLPC except by
            means of any Program Materials approved by Bank pursuant to this
            section.

      c.    UICI (or its designees) will also be responsible for the preparation
            and distribution of all Program Materials relating to the approval
            and origination of the Program Loans including, without limitation,
            the Loan Application and Promissory Note, and shall bear all costs
            thereof. Such information and Program Materials will comply with the
            Program Eligibility Requirements and shall include a copy of the
            Bank's privacy policy.

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      3.    Loan Review and Approval Procedures.

      a.    The Bank, through RLPC, will review the information provided for
            each Program Loan for completeness and accept or reject each
            application for a Program Loan in accordance with the Program
            Eligibility Requirements, the Program Manual and this Agreement.

      b.    Upon receipt of a Loan Application and Promissory Note from an
            Eligible Institution, RLPC and Bank will take the following actions:

            (1)   RLPC will review the data for completeness according to the
                  Underwriting Criteria and other standards for the loan
                  application review process set forth in the Program Manual,
                  and will review the Loan Application and Promissory Note to
                  ensure that it has been properly filled out and executed.

            (2)   If any necessary data or signature(s) are absent, RLPC will
                  deal directly with the applicant or the educational
                  institution as necessary or appropriate to secure complete
                  data and/or signatures. (The term "applicant" in this
                  Agreement refers to all co-applicants.) RLPC will inquire of
                  the applicant as to all missing data, in most cases not more
                  than five (5) days after receipt of the incomplete
                  application.

            (3)   The underwriting information provided to RLPC shall include a
                  certification by the Eligible Institution (the "School
                  Certification") certifying that the student Borrower is
                  currently enrolled at such Eligible Institution in a qualified
                  course of study for the requisite minimum hours. Loans
                  underwritten using "Alternative Certification" methods will be
                  processed in accordance with the "Alternative Certification"
                  procedures as outlined in the Program Manual.

            (4)   Within five (5) business days after all necessary data have
                  been received by RLPC, Bank will approve or reject the
                  application. Such decision will be made in accordance with the
                  Program Eligibility Requirements.

            (5)   RLPC will notify the applicant of the Bank's decision in
                  accordance with applicable law, including but not limited to
                  the Equal Credit Opportunity Act and Regulation B thereunder.

            (6)   Upon Bank's approval of a Loan Application and Promissory
                  Note, the Bank will disburse the Loan proceeds as set forth in
                  Section 4 hereof.

            (7)   Bank will collect all Approved Program Fees out of the Program
                  Loan proceeds and shall distribute such to UFC2 at least
                  monthly.

            (8)   After the initial disbursement of the Program Loan, RLPC will
                  hold and retain the signed Loan Application and Promissory
                  Note and all required disclosures and documents on behalf of
                  and as custodian for the Bank.

      c.    RLPC's duties shall also include the following: Truth-in-Lending
            disclosures; privacy policy disclosures pursuant to the
            Gramm-Leach-Bliley Act (15 U.S.C. 6801 et seq.) and regulations
            thereunder on behalf of the Bank and the Purchaser (if required by
            law); and any account reconciliation and loan balance adjustment
            credited or paid to the appropriate party.

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      4.    Loan Origination and Disbursement Procedures.

      a.    The Bank will originate and fund all Program Loans that are approved
            by Bank, including the funding of the initial disbursement (the
            "Initial Disbursement") and any subsequent disbursements (the
            "Subsequent Disbursements") under each Program Loan. The Bank will
            not be required to originate and fund any Program Loan that RLPC or
            the Bank determines does not meet the Program Eligibility
            Requirements or rejects for any other reason authorized under this
            Agreement.

      b.    In the event that UFC2 fails or refuses to purchase any Program Loan
            that meets the Program Eligibility Requirements and the terms of
            this Agreement, the Bank shall not be obligated to fund any new
            Program Loans commencing on the date of such failure or refusal.
            However, if, prior to UFC2's failure or refusal to purchase any such
            Program Loans, the Bank has made a commitment to a Borrower to fund
            subsequent disbursements, the subsequent disbursements shall not be
            considered a new Program Loan for purposes of this section and the
            Bank shall remain bound by the commitment to fund any subsequent
            disbursements regardless of UFC2's purchase of the loan.

      c.    The Bank's origination and funding of the Initial Disbursement of
            each Approved Loan shall be accomplished either by submission of a
            check drawn on the Bank or by electronic funds transfer of such
            funds, in each case to the Eligible Institution in which the student
            borrower is enrolled.

      d.    Each Eligible Institution will then make the first disbursement of
            Loan proceeds to or for the benefit of each Borrower in accordance
            with the terms of the Loan Application and Promissory Note executed
            by the Borrower. Provided that the Bank has transmitted the loan
            proceeds in accordance with the applicable Loan Application and
            Promissory Note, the Bank will not be liable for (i) any
            disbursement by any Eligible Institution to any Eligible Borrower,
            or (ii) any disbursement by the Bank to any Eligible Institution.

      e.    Any refunds of previously disbursed Program Loans will be
            transmitted by the respective Eligible Institution to RLPC for
            posting to the Borrower's account, and then forwarded to the Bank.
            Upon receipt by the Bank, such funds will be remitted to UFC2 in the
            form of an adjustment in the next sale from the Bank to UFC2.

      f.    Most Program Loans require additional Subsequent Disbursements
            following the Initial Disbursement and prior to subsequent semesters
            or quarters of each applicable school academic year. Subject to
            approval by Bank and RLPC of an applicable School Certification, the
            Bank will make Subsequent Disbursements to or for the benefit of the
            Eligible Borrower on the applicable disbursement dates.

      5.    Loan Sale and Assignment Procedures.

      a.    From time to time (but no less frequently than once every 60 days)
            the Bank may request UFC2 to purchase all Program Loans originated
            and disbursed by the Bank during the term of this Agreement without
            recourse. UFC2 agrees to purchase any such Program Loan in
            accordance with the terms of this Section 5.

      b.    Upon requesting UFC2 to purchase Program Loans in accordance with
            this Agreement, the Bank shall cause RLPC to send UFC2 a detailed
            list of Program Loans for purchase, such list to include information
            regarding any credit overrides which have taken place.

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            RLPC shall only include those Program Loans on the list that, to its
            knowledge, are valid Program Loans and for which RLPC has all
            necessary documentation to support their validity. RLPC certifies to
            UFC2 that each Program Loan on the list is a valid loan.

      c.    UFC2 will transfer the funds for the purchase of each Program Loan
            and Subsequent Disbursement on the first business day following the
            date UFC2 receives the list of certified Program Loans and
            Subsequent Disbursements for purchase from RLPC. The Bank will
            retain the right and obligation to make any Subsequent Disbursement.

      d.    The purchase price for the Initial Disbursement of each Program Loan
            shall be an amount equal to the sum of (i) outstanding principal
            amount of such Program Loan (including all Approved Program Fees
            with respect thereto) and (ii) accrued interest on such Program Loan
            to the date of purchase (the "Purchase Price"), and the Purchase
            Price shall be paid by transfer of immediately available funds to
            the Bank in the aggregate amount of the Purchase Price for all
            Program Loans then being purchased.

      e.    Upon purchase of the Initial Disbursement of a Program Loan, the
            ownership of such Program Loan shall be assigned by the Bank without
            recourse to UFC2, except as otherwise stated in the Program Manual,
            on behalf of the Purchaser, by execution and delivery by the Bank of
            a "Loan Assignment" substantially in the form attached to and
            incorporated in this Agreement as Exhibit "1", setting forth the
            Borrower, the School and the disbursed amount of each Program Loan,
            and a "Bill of Sale", substantially in the form attached to and
            incorporated in this Agreement as Exhibit "2". A duly authorized
            officer of the Bank will execute the Loan Assignment and Bill of
            Sale and send such Loan Assignment and Bill of Sale to UFC2.

      f.    The Bank will provide a copy of the executed Loan Assignment to
            RLPC, receipt of which will authorize RLPC to forward the Promissory
            Note and supporting documentation to the Servicer designated by
            UFC2. RLPC shall move the loans to the Servicer designated by UFC2
            within ten (10) business days of receipt of the Loan Assignment and
            shall make certain that the Loan Application and Promissory Note,
            Disclosures and all supporting documentation are delivered to the
            Servicer within fifteen (15) days of receipt of the Loan Assignment.

      g.    If necessary, RLPC will execute and deliver a bailment agreement and
            such other documents reasonably requested by UFC2 to perfect the
            Security Interest of the Purchaser in the Program Loans after the
            purchase thereof and prior to the Program Loans being transferred to
            the Servicer.

      h.    The Bank will sell the portion of each Program Loan represented by
            each Subsequent Disbursement and receive payment of the Purchase
            Price for each Subsequent Disbursement from UFC2 in the same manner
            as payments are made in connection with the Initial Disbursement.
            Upon receipt of such payment, the Bank will execute an "Assignment
            of Subsequent Disbursements" substantially in the form attached
            hereto and incorporated in this Agreement as Exhibit "3".

      i.    The Bank agrees to promptly forward to RLPC or to the Servicer, as
            applicable, any payments or communications received at any time
            relating to each Program Loan, including, but not limited to, change
            of address, change of school status, or notice of bankruptcy, death,
            or disability.

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      j.    In the event UFC2 shall fail to purchase any Program Loan from Bank
            following the Initial Disbursement, UICI shall carry out UFC2's
            obligations herein, including the obligation to purchase the loan
            from Bank for the Purchase Price. In the event UFC2 shall fail to
            purchase any Subsequent Disbursement made by Bank, Bank shall give
            UFC2 two (2) days' notice of said default. If UFC2 fails to purchase
            the Subsequent Disbursement within said notice period, UICI shall
            pay the Bank the Purchase Price owed with respect to said Subsequent
            Disbursement and UFC2 shall immediately sell the program loan upon
            which the Subsequent Disbursement was made back to Bank. The
            repurchase price paid by Bank to UFC2 shall be an amount equal to
            the remaining unpaid principal balance and accrued interest upon the
            Program Loan, less any attorneys' fees and costs incurred by Bank in
            enforcing UFC2's duty to sell the Program Loan back to Bank (the
            "Repurchase Price"). Upon receipt of the Repurchase Price, UFC2
            shall immediately assign the loan back to Bank and forward the
            original Promissory Note, Collateral Agreement and supporting
            documentation to Bank. Upon receipt of the Promissory Note and
            UFC2's assignment, UICI or its designee agrees to purchase the
            Program Loan from Bank. The price paid by UICI for the purchase of
            the Program Loan shall be equal to the Repurchase Price paid by Bank
            to UFC2. For purposes of this paragraph, UICI may allow a designee
            of its choosing to carry out its obligations stated herein. UICI's
            designation of a third party designee shall not, however, relieve
            UICI of any of its obligations set forth in this paragraph except to
            the extent the same are performed by said designee.

      6.    Fees.

      a.    Underwriting Fee. In consideration of RLPC's loan application review
            and underwriting, reporting and cancellation services, UFC2 will pay
            to RLPC as an underwriting fee (the "Underwriting Fee") the amount
            of one and one-half percent (1.5%) of the original principal amount
            of each disbursed Loan. The Underwriting Fee shall be paid to RLPC
            at the time and in the manner as set forth in the Program Manual.

      b.    Legal Fees and Programming Costs. All legal fees and programming
            costs incurred by the Bank and RLPC for the administration of the
            CFLD Program will be passed-through and paid by UFC2 at the time the
            expenses are incurred, so long as any programming costs are
            reasonable and are pre-approved by UFC2.

      7.    Representations, Warranties and Covenants of Bank. As of the
Effective Date, and as of the date of sale of each disbursement of each Program
Loan to the Purchaser, the Bank represents, warrants and covenants to UFC2 and
UICI as follows:

      a.    The Bank is a state banking corporation duly organized, validly
            existing and in good standing under the laws of the State of South
            Dakota.

      b.    All actions necessary to lawfully and properly perform this
            Agreement have been or will be undertaken by the directors and
            officers of the Bank.

      c.    This Agreement is the valid and binding agreement of the Bank,
            enforceable against the Bank in accordance with its terms, except as
            such enforceability may be limited by applicable bankruptcy,
            insolvency, moratorium, reorganization or similar laws in effect
            which affect the enforcement of creditors' rights generally and by
            equitable limitations on the availability of specific remedies.

                                      -7-
<PAGE>

      d.    The Bank is duly authorized in the State of South Dakota to
            originate Loans to the Borrowers who meet the requirements
            established in the Program Manual. The Program Loans will be
            originated and disbursed by the Bank in accordance with applicable
            law, and will be enforceable under the laws of South Dakota in
            accordance with their terms. The Bank makes no representation or
            warranty as to the choice of law rules which may be applied by a
            court of competent jurisdiction.

      e.    The Bank possesses all necessary qualifications and licenses to
            enter into the Program Loans and any consent or approval of any
            federal or state banking or regulatory authorities for the making or
            performance of the Agreement has been obtained.

      f.    There is no action or proceeding pending or threatened against the
            Bank before any court or administrative agency, nor any existing
            order of any court or administrative agency, that could reasonably
            have a material adverse effect on the Bank's ability to perform its
            obligations under the Agreement.

      g.    Each Program Loan is a valid loan that (i) meets the Program
            Eligibility Requirements, as defined in the Program Manual; and (ii)
            has not been satisfied, subordinated or rescinded, and no right of
            rescission, set-off, counterclaim or defense exists or to the Bank's
            knowledge has been asserted with respect to such Program Loan.

      h.    The Bank has complete and unrestricted right and authority to sell,
            convey, assign, transfer and deliver to the Purchaser all of the
            Program Loans being sold to the Purchaser pursuant to this
            Agreement, provided that such sale shall be without any recourse to
            the Bank and without any representation or warranty on the part of
            the Bank, whether expressed or implied, except as set forth in this
            Agreement.

      i.    The Bank is the sole owner and holder of each Program Loan to be
            purchased and upon sale of such Program Loan the Purchaser will
            receive full right, title, and interest therein, free and clear of
            any liens, pledges or encumbrances.

      j.    All right, title and interest of the Bank in and to the Program
            Loans and rights in connection with the Program Loans to be assigned
            by the Bank to Purchaser under this Agreement will be validly
            conveyed and assigned by the Bank to the Purchaser by delivery of
            the Notes, together with the Loan Assignment and Assignment of
            Subsequent Disbursements, pursuant to Section 4.

      k.    Each Program Loan shall comply at the time it is originated and on
            the date it is sold to Purchaser hereunder, in all material respects
            with all requirements of applicable federal law and regulations
            thereunder and South Dakota's usury laws.

      l.    All agents and representatives acting on behalf of the Bank have
            full power and authority to perform any and all acts necessary to
            the execution, performance and completion of this Agreement.

      m.    On the initial payment date of the Purchase Price for the first
            disbursement of each Program Loan (as set forth in Section 4), the
            first installment of proceeds of that Program Loan will have been
            fully disbursed; on the payment date for the sale of any Subsequent
            Disbursement, the portion of Loan proceeds representing such
            Subsequent Disbursement will have been fully disbursed.

                                      -8-
<PAGE>

      n.    Bank has taken all necessary actions to approve the credit criteria
            applicable to the Program Loans and has approved all loans which are
            to be disbursed.

      o.    The Bank represents and warrants that at all times during the term
            of this Agreement and, to the extent necessary for the protection of
            Confidential Information or the integrity of any data to which the
            Bank may have had access during the term of this Agreement, at all
            times after the termination of this Agreement, the Bank shall comply
            with all applicable privacy laws pertaining to the Confidential
            Information. Such laws shall include, by way of example but not of
            limitation: the Right to Financial Privacy Act (12 USC Section 3401
            et seq.); the FinanciaL Services Modernization Act, also known as
            the Gramm-Leach-Bliley Act (15 USC Section 6801 et seq.;
            implementing regulations available at 12 CFR Section 40.18.); the
            Electronic Signatures in Global and National Commerce Act (E-Sign
            Act) (Public Law 106-229); the Electronic Communications Privacy Act
            (18 USC Section 2701 et seq.); the Fair Credit Reporting Act (15 USC
            Section 1681 et seq.); and tHE Family Education Rights and Privacy
            Act (20 USC Section 1232g); and the Privacy Act of 1974 (5 USC
            Section 552a). The Bank will comply in all respects with any
            requests by any governmental entity with jurisdiction to enforce
            such privacy laws by providing access to the Bank's information,
            allowing inspections of its records, and in all other respects.

      8.    Representations, Warranties and Covenants of UFC2. As of the
Effective Date and as of the date of each purchase of Program Loans by UFC2,
UFC2 represents, warrants and covenants to the Bank as follows:

      a.    UFC2 is a Delaware corporation duly organized, validly existing and
            in good standing under the laws of the State of Delaware. All
            actions necessary to lawfully and properly perform this Agreement
            have been or will be undertaken by the respective officers,
            directors and shareholders of UFC2.

      b.    Each Purchaser will be a duly organized legal entity, validly
            existing and in good standing under the laws of the jurisdiction of
            its organization. All actions necessary for any Purchaser to
            lawfully and properly purchase, assign, re-assign or reconvey any
            Program Loans will have been undertaken by the appropriate
            representatives of each Purchaser as of the date any Program Loans
            are sold to any Purchaser.

      c.    All agents and representatives acting on behalf of UFC2 or any
            Purchaser, as applicable, have or will have full power and authority
            to perform any and all acts necessary to the execution, performance
            and completion of this Agreement.

      d.    UFC2 will have complete and unrestricted power to purchase all
            Program Loans under the terms of and in accordance with this
            Agreement, by transfer and assignment of all of the Bank's right,
            title and interest in the Program Loan to UFC2, and UFC2 will not be
            under any restraint, legal or otherwise, from doing so.

      e.    UFC2 has the power and authority to assign and convey the Program
            Loan and the Promissory Note executed in connection therewith back
            to Bank in the event the same is required under the terms and
            conditions of this Agreement and UFC2 shall take no future action
            with respect to any Promissory Note assigned herein to preclude
            reassignment to the Bank if required under the terms and conditions
            of this Agreement.

      f.    UFC2 represents and warrants that at all times during the term of
            this Agreement and, to the extent necessary for the protection of
            Confidential Information or the integrity of any

                                      -9-
<PAGE>

            data to which UFC2 may have had access during the term of this
            Agreement, at all times after the termination of this Agreement,
            UFC2 shall comply with all applicable privacy laws pertaining to the
            Confidential Information. Such laws shall include, by way of example
            but not of limitation, the Right to Financial Privacy Act (12 USC
            Section 3401 et seq.); the Financial Services Modernization Act,
            also known as the Gramm-Leach-Bliley Act (15 USC Section 6801 et
            seq.; implementing regulations available at 12 CFR Section 40.18.);
            the Electronic Signatures in Global and National Commerce Act
            (E-Sign Act) (Public Law 106-229); the Electronic Communications
            Privacy Act (18 USC Section 2701 et seq.); the Fair Credit Reporting
            Act (15 USC Section 1681 et seq.); and tHE Family Education Rights
            and Privacy Act (20 USC Section 1232g); and the Privacy Act of 1974
            (5 USC Section 552a). UFC2 will comply in all respects with any
            requests any governmental entity with jurisdiction to enforce such
            privacy laws by providing access to UFC2 information, allowing
            inspections of its records, and in all other respects.

      9.    Representations, Warranties and Covenants of RLPC.

      a.    RLPC is a South Dakota corporation, validly existing and in good
            standing under the laws of the State of South Dakota.

      b.    All actions necessary to lawfully and properly perform this
            Agreement have been taken by the respective officers, directors and
            shareholders of RLPC and the Agreement is the valid and binding
            obligation of RLPC, enforceable against RLPC in accordance with its
            terms, except as such enforceability may be limited by applicable
            bankruptcy, insolvency, moratorium, reorganization or similar laws
            in effect which affect the enforcement of creditors' rights
            generally and by equitable limitations on the availability of
            specific remedies.

      c.    Each Program Loan (i) meets the Program Eligibility Requirements, as
            defined in the Program Manual; and (ii) has not been satisfied,
            subordinated or rescinded, and no right of rescission, set-off,
            counterclaim or defense exists or to the Bank's knowledge has been
            asserted with respect to such Program Loan.

      d.    All agents and representatives acting on behalf of RLPC, as
            applicable, have or will have full power and authority to perform
            any and all acts necessary to the execution, performance and
            completion of this Agreement.

      e.    RLPC represents and warrants that at all times during the term of
            this Agreement and, to the extent necessary for the protection of
            Confidential Information or the integrity of any data to which RLPC
            may have had access during the term of this Agreement, at all times
            after the termination of this Agreement, RLPC shall comply with all
            applicable privacy laws pertaining to the Confidential Information.
            Such laws shall include, by way of example but not of limitation,
            the Right to Financial Privacy Act (12 USC Section 3401 et seq.);
            the Financial Services Modernization Act, also known as the
            Gramm-Leach-Bliley Act (15 USC Section 6801 et seq.; implementing
            regulations available at 12 CFR Section 40.18.); the Electronic
            Signatures in Global and National Commerce Act (E-Sign Act) (Public
            Law 106-229); the Electronic Communications Privacy Act (18 USC
            Section 2701 et seq.); the Fair Credit Reporting Act (15 USC Section
            1681 et seq.); and tHE Family Education Rights and Privacy Act (20
            USC Section 1232g); and the Privacy Act of 1974 (5 USC Section
            552a). RLPC will comply in all respects with any requests by any
            governmental entity with jurisdiction to enforce such privacy laws
            by providing access to RLPC information, allowing inspections of its
            records, and in all other respects.

                                      -10-
<PAGE>

      10.   Representations, Warranties and Covenants of UICI.

      a.    UICI is a Delaware corporation, validly existing and in good
            standing under the laws of the State of Delaware.

      b.    All actions necessary to lawfully and properly perform this
            Agreement have been taken by the respective officers and managers of
            MEGA, and the Agreement is the valid and binding obligation of MEGA,
            enforceable against MEGA in accordance with its terms, except as
            such enforceability may be limited by applicable bankruptcy,
            insolvency, moratorium, reorganization or similar laws in effect
            which affect the enforcement of creditors' rights generally and by
            equitable limitations on the availability of specific remedies.

      c.    All agents and representatives acting on behalf of UICI have or will
            have full power and authority to perform any and all acts necessary
            to the execution, performance and completion of this Agreement.

      d.    UICI represents and warrants that at all times during the term of
            this Agreement and, to the extent necessary for the protection of
            Confidential Information or the integrity of any data to which UICI
            may have had access during the term of this Agreement, at all times
            after the termination of this Agreement, UICI shall comply with all
            applicable privacy laws pertaining to the Confidential Information.
            Such laws shall include, by way of example but not of limitation,
            the Right to Financial Privacy Act (12 USC Section 3401 et seq.);
            the Financial Services Modernization Act, also known as the
            Gramm-Leach-Bliley Act (15 USC Section 6801 et seq.; implementing
            regulations available at 12 CFR Section 40.18.); the Electronic
            Signatures in Global and National Commerce Act (E-Sign Act) (Public
            Law 106-229); the Electronic Communications Privacy Act (18 USC
            Section 2701 et seq.); the Fair Credit Reporting Act (15 USC Section
            1681 et seq.); and tHE Family Education Rights and Privacy Act (20
            USC Section 1232g); and the Privacy Act of 1974 (5 USC Section
            552a). UICI will comply in all respects with any requests by any
            governmental entity with jurisdiction to enforce such privacy laws
            by providing access to UICI information, allowing inspections of its
            records, and in all other respects.

      11.   Conditions of Purchase.

      a.    The obligation of UFC2 to purchase and pay the Purchase Price for
            each Program Loan shall be subject to the condition precedent that
            each representation, warranty, covenant and agreement of the Bank
            and RLPC under this Agreement shall be true and correct.

      b.    The obligation of the Bank and RLPC to perform their respective
            obligations under this Agreement shall be subject to the condition
            precedent that UFC2 has entered into a servicing agreement with
            either ACS or such other Servicer as mutually agreed upon by the
            parties not later than the Effective Date.

      12.   Security Requirements. The parties agree that they shall use their
best efforts to protect any and all Confidential Information against intrusion,
theft, alteration, unauthorized access, loss, damage, or any means by which a
person without authorization from the parties may obtain access to Confidential
Information and/or may erase, alter, or modify all or any portion of the
Confidential Information. The parties specifically acknowledge and agree that
they will use commercially reasonable efforts to provide a level of security for
computer information systems, specifically including any and all computer or
information systems on which any portion of the Confidential Information may be
processed

                                      -11-
<PAGE>

or stored at any time, that is consistent with the level customarily maintained
by financial institutions. The parties specifically acknowledge and agree that
they will provide appropriate security to protect against unauthorized access by
"insiders" (i.e., persons who have been given access to the system or the
Confidential Information in order to perform computer related services for the
parties, but who may intentionally or inadvertently cause damage to data or to
the computer system). "Insiders" shall be deemed to include but shall not be
limited to employees, former employees, and independent contractors of the
parties.

      13.   Legal Opinion.

      a.    On or before the Effective Date, the Bank will exercise all
            reasonable efforts to arrange to have an opinion of South Dakota
            legal counsel provided and addressed to UICI and UFC2, upon which
            subsequent assignees of the Notes may rely. The opinion will be
            generally to the effect that: (i) the Bank is empowered under
            applicable federal and state law to perform this Agreement and that
            this Agreement is the legal, valid and binding agreement of the Bank
            under such law; (ii) the Bank's performance of this Agreement will
            not conflict with or violate applicable law; and (iii) each of the
            Notes is enforceable under South Dakota law against the Borrower
            thereunder in accordance with its terms, except as such
            enforceability may be limited by applicable bankruptcy, insolvency,
            moratorium, reorganization or similar laws in effect which affect
            the enforcement of creditors' rights generally and by equitable
            limitations on the availability of specific remedies. Such opinion
            will be subject to reasonable and customary qualifications,
            assumptions and exceptions and shall otherwise be in substantially
            the form attached hereto as Exhibit 4.

      b.    UFC2 will not have any obligation to purchase Program Loans
            hereunder until receipt of such opinion.

      c.    Upon written request by UFC2, the Bank will exercise all reasonable
            efforts to subsequently provide annual confirmations from South
            Dakota counsel that the legal opinion remains valid, accurate and
            effective; provided, however, that, UFC2 will not have any
            obligation to continue to purchase Program Loans if such opinion is
            not received within 30 days of such request.

      d.    UFC2 will pay all reasonable expenses of legal counsel related to
            such opinion and any annual confirmations or updates.

      14.   Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants made by the parties to this Agreement
shall continue throughout the term of this Agreement, and shall survive the
expiration or earlier termination of this Agreement until each Program Loan sold
hereunder is paid in full. All such covenants shall be enforceable by law or in
equity against the respective parties, their successors and assigns, by the
other parties, their respective successors and assigns.

      15.   Term of Agreement. This Agreement shall continue for an initial term
of one year from and after the Effective Date, unless previously terminated in
accordance with the provisions of Section 16, 17 or 18. If neither party
notifies the other party of its election to terminate this Agreement on any
anniversary of the Effective Date, this Agreement shall automatically be
extended for successive annual periods of one year from and after each
anniversary of the Effective Date. Any such notice of election to terminate this
Agreement on any succeeding anniversary of the Effective Date shall be given by
a party to the other party at least 90 days prior to such anniversary of the
Effective Date.

                                      -12-
<PAGE>

      16.   Bank's Right of Termination. The Bank shall have the right to
terminate this Agreement upon the occurrence of any one or more of the following
events:

      a.    Failure of either UFC2 or UICI to timely observe or perform its
            obligations in any material respect under this Agreement or the
            failure of any Purchaser to observe or perform any obligations in
            any material respect as contemplated by this Agreement.

      b.    If any financial statement or other representation, warranty,
            covenant, statement or certificate furnished by UFC2, UICI, or any
            Purchaser to the Bank in connection with this Agreement or any sale
            of Program Loans is materially and adversely incorrect as of the
            date it is made or delivered.

      c.    If Bank determines that an immediate termination is necessary to
            protect the safety and soundness of Bank, if termination of the
            Agreement is required or requested by any Regulatory Authority, or
            if Bank determines in its sole discretion that its actions
            contemplated under this Agreement or the actions or activities of
            UFC2, UICI, or any Purchaser violate any applicable Rule.

      d.    For any reason, without penalty, provided that the Bank gives not
            less than one hundred and twenty (120) days' prior written notice to
            all other parties of its intent to terminate the Agreement. Nothing
            in this section shall affect the Bank's duty to make subsequent
            disbursements to those Borrowers to whom such disbursements were
            promised prior to the termination.

      17.   UFC2's and UICI's Right of Termination. Each of UICI and UFC2 shall
have the right to terminate this Agreement upon the occurrence of any one or
more of the following events:

      a.    Failure of the Bank to timely observe or perform its obligations in
            any material respect under this Agreement or as contemplated by this
            Agreement with respect to any Purchaser.

      b.    If any financial statement or other representation, warranty,
            covenant, statement or certificate furnished by the Bank to UFC2 or
            any Purchaser in connection with this Agreement or any sale of
            Program Loans is materially and adversely incorrect as of the date
            it is made or delivered.

      c.    If termination of the Agreement is required or requested by any
            Regulatory Authority, or if UICI or UFC2 determines in its sole
            discretion that its actions contemplated under this Agreement or the
            actions or activities of the Bank or any Purchaser violates any
            applicable Rule.

      d.    For any reason, without penalty, provided that the UFC2 or UICI
            gives not less than one hundred and twenty (120) days' prior written
            notice to all other parties of its intent to terminate the
            Agreement. Nothing in this section shall affect the Bank's duty to
            make subsequent disbursements to those Borrowers to whom such
            disbursements were promised prior to the termination.

      18.   Termination Due to Legal Restrictions. The Bank, RLPC, UICI or UFC2
may terminate this Agreement if, due to a change in any state or federal law,
regulation, ruling, or any interpretation of any such law, regulation or ruling
after the Effective Date, the program for the underwriting, approval,
origination and funding of Program Loans to Borrowers as contemplated by this
Agreement cannot, in the

                                      -13-
<PAGE>

reasonable judgment of the Bank, RLPC, UICI or UFC2, as supported by the legal
opinion of legal counsel for such party, lawfully be continued by any such
party.

      19.   Notice and Consequences of Termination. If any party terminates this
Agreement pursuant to Sections 16, 17 or 18, respectively, this Section shall
apply to such termination. Upon any event permitting such termination, the
terminating party shall give the other party written notice of its intention to
terminate this Agreement, setting forth the basis for such termination. Unless
the failure or condition giving rise to the termination notice has been cured,
termination of this Agreement shall be effective 30 days after the mailing of
notice in all cases, except that termination shall be effective immediately in
the case of a termination under Section 18, under Section 16(c) or for any
termination under Section 16(a) resulting from the failure of UFC2 to pay any
fee or purchase any Program Loan, or under Section 17(c) or for any termination
under Section 17(a) resulting from the failure of the Bank to timely perform its
obligations in any material respect. Termination of this Agreement shall not
impair the rights of any party to seek and enforce legal or equitable rights and
remedies, and notwithstanding any such termination, all rights and remedies of
the parties to this Agreement shall survive.

      20.   Indemnification.

      a.    Indemnification by UICI and UFC2. Each of UICI and UFC2 agrees to
            indemnify and hold harmless the Bank and RLPC and each of the Bank's
            and RLPC's officers, directors, employees and agents (collectively,
            a "Bank Indemnified Party") from and against any and all claims,
            demands, actions, causes of action, losses, damages (including,
            without limitation, actual damages, compensatory damages, punitive
            damages and extra-contractual damages), liabilities, penalties,
            regulatory fines, costs and expenses (including, without limitation,
            attorneys' fees, investigation costs and all other reasonable costs
            associated with the defense thereof) (collectively, "Losses"),
            incurred by, or made against, a Bank Indemnified Party and arising
            out of or relating to the following:

            (i)   any breach of, or any inaccuracy in, any representation or
                  warranty made by UICI or UFC2 in this Agreement;

            (ii)  any breach of, or failure by, UICI or UFC2 to perform any
                  covenant or obligation to be performed by UICI or UFC2 set
                  forth in this Agreement;

            (iii) any actions, inaction, conduct, or other activities of UICI or
                  UFC2, or their affiliates, successors, assigns, independent
                  contractors, service providers, or other third parties related
                  to the sale or assignment of any Program Loan pursuant to the
                  terms of this Agreement;

            (iv)  the Bank's or RLPC's performance under this Agreement or any
                  agreement between the Bank or RLPC and with any Servicer, any
                  insurer of Program Loans or any other agreements related to
                  the Bank's origination and funding of Program Loans; and

            (v)   otherwise arising out of or in connection with any Program
                  Loan made to or owing by any Borrower, including any claims or
                  defenses of any Borrower or regulatory authority relating to
                  the violation of any applicable law;

            provided, however, that no Bank Indemnified Party shall be entitled
            to indemnification for any Loss under the foregoing clauses (i),
            (ii), (iii), (iv), or (v) if such Loss is due to the gross
            negligence, bad faith or willful misconduct on the part of such Bank

                                      -14-
<PAGE>

            Indemnified Party. The foregoing indemnification does not cover any
            risk of default of a Program Loan by a Borrower due to nonpayment,
            bankruptcy, death or disability (but excluding any nonpayment based
            on a claim that the Program Loan is unenforceable in accordance with
            its terms). This indemnification of Bank Indemnified Parties provide
            herein shall survive the expiration of the term of this Agreement or
            any earlier termination hereof.

      b.    Indemnification by Bank and RLPC. Each of the Bank and RLPC agrees
            to indemnify and hold harmless UICI and UFC2 and each of UICI's and
            UFC2's officers, directors, employees and agents (collectively, a
            "UICI Indemnified Party") from and against any and all Losses, as
            incurred, arising out of or relating to the following:

            (i)   any breach of, or any inaccuracy in, any representation or
                  warranty made by the Bank or RLPC in this Agreement; and

            (ii)  any breach of, or failure by, the Bank or RLPC to perform any
                  covenant or obligation to be performed by the Bank or RLPC set
                  forth in this Agreement;

            provided, however, that no UICI Indemnified Party shall be entitled
            to indemnification for any Loss under the foregoing clauses (i) or
            (ii) if such Loss is due to the gross negligence, bad faith or
            willful misconduct on the part of such UICI Indemnified Party. The
            foregoing indemnification does not cover any risk of the default of
            a Program Loan by a Borrower due to nonpayment, bankruptcy, death or
            disability (but excluding any nonpayment based on a claim that the
            Program Loan is unenforceable in accordance with its terms). This
            indemnification of UICI Indemnified Parties provided herein shall
            survive the expiration of the term of this Agreement or any earlier
            termination hereof.

      c.    Conduct of Indemnification Proceedings.

            (i)   If any proceeding shall be brought or asserted against any
                  person and/or entity entitled to indemnity hereunder (an
                  "Indemnified Party"), such Indemnified Party promptly shall
                  notify the person from whom indemnity is sought (the
                  "Indemnifying Party") in writing, and the Indemnifying Party
                  shall assume the defense thereof, including the employment of
                  counsel reasonably satisfactory to the Indemnified Party and
                  the payment of all fees and expenses incurred in connection
                  with the defense thereof; provided, however, that the failure
                  of any Indemnified Party to give such notice shall not relieve
                  the Indemnifying Party of its obligations or liabilities
                  pursuant to this Agreement, except to the extent (and only to
                  the extent) that it shall be finally determined by a court of
                  competent jurisdiction (which determination is not subject to
                  appeal or further review) that such failure shall have
                  proximately and materially adversely prejudiced the
                  Indemnifying Party.

            (ii)  An Indemnified Party shall have the right to employ separate
                  counsel in any such proceeding and to participate in the
                  defense thereof, but the fees and expenses of such counsel
                  shall be at the expense of such Indemnified Party or Parties
                  unless: (1) the Indemnifying Party has agreed in writing to
                  pay such fees and expenses; or (2) the Indemnifying Party
                  shall have failed promptly to assume the defense of such
                  Proceeding and to employ counsel reasonably satisfactory to
                  such Indemnified Party in any such Proceeding; or (3) the
                  named parties to any such proceeding (including any impleaded
                  parties) include both such Indemnified

                                      -15-
<PAGE>

            Party and the Indemnifying Party, and such Indemnified Party shall
            have been advised by counsel that a conflict of interest is likely
            to exist if the same counsel were to represent such Indemnified
            Party and the Indemnifying Party (in which case, if such Indemnified
            Party notifies the Indemnifying Party in writing that it elects to
            employ separate counsel at the expense of the Indemnifying Party,
            the Indemnifying Party shall not have the right to assume the
            defense thereof and such counsel shall be at the reasonable expense
            of the Indemnifying Party). The Indemnifying Party shall not be
            liable for any settlement of any such proceeding effected without
            its written consent, which consent shall not be unreasonably
            withheld, delayed or conditioned. No Indemnifying Party shall,
            without the prior written consent of the Indemnified Party, effect
            any settlement of any pending proceeding in respect of which any
            Indemnified Party is a party, unless such settlement includes an
            unconditional release of such Indemnified Party from any and all
            liability on claims that are the subject matter of such proceeding.

      (iii) All fees and expenses of the Indemnified Party (including reasonable
            fees and expenses to the extent incurred in connection with
            investigating or preparing to defend such proceeding in a manner not
            inconsistent with this Section) shall be paid to the Indemnified
            Party, as incurred, within fifteen (15) business days of a detailed
            written notice thereof to the Indemnifying Party (regardless of
            whether it is ultimately determined that an Indemnified Party is not
            entitled to indemnification hereunder; provided, that the
            Indemnifying Party may require such Indemnified Party to undertake
            to reimburse all such fees and expenses to the extent it is finally
            judicially determined that such Indemnified Party is not entitled to
            indemnification hereunder).

      21.   Notices. All notices, requests, demands or other communications
contemplated in the performance of this Agreement, other than notices of
approval or disapproval of Program Loans, as provided for in Section 3, shall be
in writing and shall be deemed to have been duly given as follows: (i) on the
third day after deposit in the United States Mail, postage prepaid, either First
Class or Certified Mail (return receipt requested, if by Certified Mail); (ii)
upon actual delivery following deposit with an overnight delivery or courier
service; (iii) upon confirmation of transmission by telephonic facsimile; or
(iv) upon delivery by personal delivery or messenger service. In each case, any
such notice, request, demand or other communication shall be addressed or sent
to the parties at the following addresses or facsimile numbers, or such other
addresses or numbers as provided by written notice from time to time:

      (a)   To the Bank:           Eldon V. Eighmy, President
                                   Richland State Bank
                                   501 Jay Street
                                   Bruce, SD 57220
                                   TEL: (605) 627-5671
                                   FAX: (605) 627-5264

            With a copy to:        Keith Gauer
                                   Davenport, Evans, Hurwitz and Smith, L.L.P.
                                   P. O. Box 1030
                                   Sioux Falls, SD 57101-1030
                                   TEL: (605) 336-2880
                                   FAX: (605) 336-3639

      (b)   To UFC2 and UICI:      UICI Funding Corporation 2

                                      -16-
<PAGE>

                                   UICI
                                   9151 Grapevine Highway
                                   North Richland Hills, TX 76180
                                   Attn: Mr. Glenn W. Reed
                                   TEL: (817) 255-5419
                                   FAX: (817) 255-5394

            With a copy to:        The MEGA Life and Health Insurance Company
                                   College Fund Life Division
                                   1331 West Memorial Road, Suite 112
                                   Oklahoma City, Oklahoma 73114
                                   TEL: (405) 302-1407
                                   FAX: (888) 529-8311
                                   Attn: Paula Padgett, Vice President

      (c)   To RLPC:               Joan Larson, President
                                   Richland Loan Processing Center, Inc.
                                   3904 W. Technology Avenue, Suite 104
                                   Sioux Falls, SD 57106
                                   TEL: (605) 323-2990
                                   FAX: (605) 361-3947

      22.   Assignment.

      a.    Neither this Agreement nor any rights hereunder are assignable by
            any party in whole or in part except to a Company wholly owned by
            one of the parties or a Company who assumes ownership, or is a
            successor, of one of the parties without the prior written consent
            of the other parties. No such assignment with or without consent
            shall act as a release to any of the parties of its liabilities or
            obligations hereunder.

      b.    Notwithstanding the foregoing, UFC2 may assign its rights hereunder
            to any trustee appointed to act on behalf of the holders of UFC2'
            financial obligations under an indenture of trust between UFC2 and
            such trustee, any provider of credit to UFC2 and/or, to any one or
            more persons, corporations or other entities which may acquire the
            Program Loans to be purchased hereunder, and such assignments may
            assign any part of or all rights of UFC2 hereunder (including
            without limitation rights with respect to the purchase of particular
            Program Loans) and may include several and partial assignments to
            different entities at the same time. For purposes of fulfilling its
            obligations to purchase Program Loans hereunder, UFC2 may assign its
            rights and obligations hereunder to one or more transferee
            corporations, limited liability companies or other entities that are
            owned in whole or in part by UFC2 or that are owned in whole or in
            part by any corporation that has an ownership interest in UFC2 or in
            which UFC2 has an ownership interest or affiliation, and such
            assignments may assign any part of or all rights of UFC2 hereunder
            (including without limitation rights with respect to the purchase of
            particular Program Loans) and may include several and partial
            assignments to different entities at the same time or at different
            times. Notwithstanding any assignment contemplated herein, UFC2
            shall remain contractually obligated to comply with all of the terms
            and conditions of this Agreement as if no such assignment had taken
            place. UFC2's continuing liability shall be in addition to the
            liability of any assignee hereunder.

                                      -17-
<PAGE>

      23.   Entire Agreement; Amendments. This Agreement, and the documents
executed and delivered pursuant hereto, constitute the entire agreement between
the parties hereto and the same supersedes and merges all prior communications,
representations, or agreements, either oral or written, between the parties
hereto with respect to the subject matter hereof. This Agreement may be amended,
altered or modified by, and only by, a written instrument which: (i) identifies
this Agreement; (ii) reflects, recites or otherwise indicates that it is
intended as an amendment or modification of this Agreement; and (iii) is
executed by all parties to this Agreement. All parties will reasonably
accommodate any modifications or amendments to this Agreement requested by any
regulatory authority having jurisdiction over the Bank.

      24.   Expenses. Except as otherwise provided herein, the parties to this
Agreement will each pay their own expenses including, but without limitation,
the fees and expenses of their agents, representatives and accountants,
incidental to the preparation and performance of this Agreement. Notwithstanding
the foregoing, UFC2 agrees to pay one-half of the reasonable legal fees and
expenses associated with the preparation of this Agreement by counsel to the
Bank, together with any legal opinion prepared by South Dakota counsel to the
Bank with respect to the transactions contemplated by this Agreement.

      25.   Underwriting Changes. The Underwriting Criteria may be changed as
follows:

      a.    UICI or its designee may propose changes to the Underwriting
            Criteria and related Processing Procedures with respect to Program
            Loans not yet approved or funded, subject to the prior written
            consent of the Bank and UFC2, which consent will not be unreasonably
            withheld or delayed. Upon the adoption of such changes, the Bank and
            UFC2 will notify UICI of such adoption and its consent. Such changes
            to the Underwriting Criteria shall be effective upon receipt by UICI
            of the written consent of the Bank and UFC2.

      b.    Bank may change the Underwriting Criteria and relating processing
            procedures with respect to Program Loans not yet approved or funded
            upon prior written approval of UICI and UFC2. In the event Bank
            exercises its right to change the Underwriting Criteria under this
            subsection, UICI and UFC2 shall have the right to cease the purchase
            of future Program Loans after the effective date of said change in
            Underwriting Criteria.

      26.   Program Loan Volume. Bank shall have the right to place a limit on
the number and dollar amount of Program Loans funded by Bank under this
Agreement by providing UFC2 with written notice of such limit. In connection
therewith, UFC2 agrees that nothing herein shall be deemed to require Bank to
fund any specific number or dollar amount of Program Loans or maintain any
particular level or volume of loans

      27.   Nonexclusive Agreement. UICI and UFC2 acknowledge and agree that the
terms of this Agreement are not exclusive and that the Bank and RLPC are free to
engage in the student loan business either on their own or with other parties at
their discretion.

      28.   Relationship of the Parties. The relationships of the parties
hereunder are that of independent contractors to each other in performing their
respective obligations hereunder. Nothing in this Agreement shall be deemed or
is intended to be deemed, nor shall it cause, Bank, RLPC, UICI and UFC2 to be
treated as partners, joint venturers, or otherwise as joint associates for
profit. Nothing herein shall in any manner be deemed to cause UICI or UFC2 to be
an agent of the Bank or RLPC, and UICI and UFC2 shall have no authority to act
on behalf of Bank or RLPC or to bind Bank in any manner.

                                      -18-
<PAGE>

      29.   Regulatory Examinations, Audits, and Financial Information.

      a.    UICI and UFC2 agree to submit to any examination which may be
            required by any Regulatory Authority with audit and examination
            authority over Bank, to the fullest extent of such Regulatory
            Authority.

      b.    UICI, UFC2, Bank, and RLPC (either directly or by the use of
            accountants or other agents or representatives) may audit, inspect,
            and review each other party to this Agreement's files, records, and
            books pertaining to matters involving this Agreement. The parties
            agree to submit such information to each other as any party may from
            time to time reasonably request in order to ascertain the other
            party's compliance with the requirements of this Agreement and
            compliance with all applicable laws and regulations, including
            copies and results of any audits, examinations, or similar reviews
            undertaken by any party itself.

      c.    The parties to this Agreement acknowledge that each party is
            entitled to information concerning the financial condition and
            general ability of each other party to meet its financial
            commitments set forth herein. Each party agrees to provide each
            other party such information concerning the foregoing as any party
            may from time to time reasonably request. The information requested
            may include, but is not limited to, all financial statements of any
            party to this Agreement.

      30.   Setoff and Other Bank Remedies. In the event of any failure by UICI
or UFC2 to perform any of their obligations hereunder, Bank shall have all
rights and remedies available at law or in equity. Without limiting the
generality of the foregoing, UICI and UFC2 grant Bank a contractual security
interest in, and acknowledge that Bank shall have a contractual and statutory
right of setoff against, any and all accounts, funds, moneys, and other
properties of UICI and UFC2 at Bank or which come into possession of Bank for
the purpose of satisfying the obligations of UICI and UFC2 hereunder. Bank
shall, however, give UICI and UFC2 written notice of any claim, including the
dollar amount of the claim, and give five (5) business days after receipt of the
notice for UICI and UFC2 to remedy the claim. During the five (5) business day
remedy period, Bank shall have the right to place a hold upon any funds
necessary to satisfy the claim; provided, however, that Bank shall not place a
hold on any funds exceeding the amount of the claim. The security interest
granted herein shall not, however, include the Promissory Notes after their sale
to UFC2. UFC2 and UICI agree that none of their deposits at Bank shall be
considered "special" deposits unavailable for setoff by Bank unless Bank has
specifically so agreed in a separate writing. UFC2 and UICI agree that the
rights and remedies of Bank described herein are in addition to all other rights
which Bank may have by law or equity, including SDCL 44-11-11. In connection
therewith, UFC2 and UICI agree to execute and deliver such other writings,
financing statements, and other documents and to take whatever other actions are
requested by Bank to conform, perfect, and continue all security interests
granted by UFC2 and UICI to Bank and to enable Bank to realize the rights and
remedies set forth therein.

      31.   Notifications. Each party hereto shall immediately notify all other
parties to this Agreement of any case, action, proceeding, or complaint filed
under the law of any jurisdiction relating to (i) any material portions or
duties in this Agreement, (ii) any bankruptcy, insolvency, or relief of debts,
(iii) seeking appointment of a receiver, trustee, custodian or other similar
official for itself or for any substantial part of its property, or (iv) any
other action not contemplated herein which may affect such notifying party's
ability to carry out the terms and obligations of this Agreement.

      32.   Section Headings and References. The Section captions and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this

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<PAGE>

Agreement. Unless another agreement is specifically identified, all references
to Sections are intended to refer to the corresponding Sections of this
Agreement.

      33.   Binding Clause. Except as otherwise provided in this Agreement, this
Agreement shall inure to the benefit of and become binding upon the parties,
their respective representatives, successors and permitted assigns.

      34.   Counterparts; Facsimile Signatures. 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. Signatures transmitted by electronic facsimile
shall be effective to bind all parties, provided that original signed
counterparts shall be circulated among the parties reasonably promptly after
transmission of such signature pages by facsimile.

      35.   Construction and Interpretation. This Agreement shall be interpreted
and construed to give it full force and effect, and in such a manner so as to
make it legal and binding to the maximum extent permitted by law.

      36.   Severability. If any term or provision of this Agreement is
determined to be invalid, illegal or unenforceable for any reason, or if the
application of any term or provision of this Agreement to any fact,
circumstance, event, occurrence, person or entity is determined to be invalid,
illegal or unenforceable for any reason, all other provisions of this Agreement,
and all permitted applications of any such term or provision, shall be given
separate and independent effect to the fullest extent permitted by law, and
shall not be affected by any such determination, interpretation or construction.

      37.   Mutual Preparation. This Agreement has been drafted and prepared
jointly and mutually by both parties, following arms-length negotiations and
upon the advice of independent legal counsel to all parties. Any presumption
that any ambiguities or discrepancies in this Agreement should be construed to
the benefit or detriment of either party shall not apply.

                   [Balance of page intentionally left blank]

                                      -20-
<PAGE>

      38.   Governing Law, Jurisdiction and Venue. This Agreement shall be
governed by and construed in accordance with the laws of the State of South
Dakota and of the United States of America. UFC2 and UICI hereby agree and
consent to the exclusive jurisdiction and venue in the United States District
Court for the District of South Dakota in connection with any dispute with the
Bank or RLPC arising out of or relating to this Agreement.

      39.   Related Party Transaction. The parties acknowledge and agree that
the arrangement contemplated by this Agreement constitutes a transaction between
UICI and a party related thereto and, accordingly, in accordance with procedures
adopted by the Board of Directors of UICI, at a meeting of the UICI Board of
Directors held on July 28, 2005, this Agreement and the transactions
contemplated hereby were approved by a majority of the disinterested outside
directors of UICI.

      The Bank, RLPC, UICI and UFC2 have executed this Agreement on the dates
set forth below, to be effective as of the Effective Date.

"BANK"

RICHLAND STATE BANK, a South Dakota State Bank

Date:  __________________________  By:__________________________________________
                                      Eldon V. Eighmy, President and
                                                  Chief Executive Officer

"UFC2"
UICI FUNDING CORP. 2.

Date:  __________________________  By:__________________________________________
                                      Glenn W. Reed, President

"UICI"
UICI

Date:  __________________________  By:__________________________________________
                                      Glenn W. Reed, Executive Vice President

"RLPC"
RICHLAND LOAN PROCESSING CENTER, INC.

Date:  __________________________  By:__________________________________________
                                      Joan Larson, President

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