<PAGE>
                                                                    EXHIBIT 10.2
                    AMENDED AND RESTATED SERVICING AGREEMENT

     THIS AMENDED AND RESTATED SERVICING AGREEMENT (the "Agreement") entered
into and effective as of the 19th day of June, 1996, by and between UNION BANK
AND TRUST COMPANY, a Nebraska banking corporation ("Union Bank"), and UNION
FINANCIAL SERVICES-1, Inc., a Nevada corporation ("UFS-1").

     WHEREAS, Union Bank's subsidiary, UNIPAC Service Corporation ("Servicer"),
as subservicing agent, is in the business of servicing loans which are made and
guaranteed in accordance with the provisions of the Higher Education Act of
1965, as amended (the "Education Act") (references hereinafter to the "Education
Act" include rules and regulations promulgated thereunder as in effect from time
to time); and

     WHEREAS, Servicer has developed and/or has available to it the systems and
services to enable it to process and service Education Loans in accordance with
the Education Act, and those guarantee agencies as are satisfactory to Servicer
("Guarantor(s)"); and

     WHEREAS, Servicer has developed and/or has available to it the systems and
services to enable it to process and service Education Loans in accordance with
the Rules and Regulations (the "Regulations") promulgated by Guarantor
(references hereinafter to the "Regulations" include Rules and Regulations
promulgated thereunder as in effect from time to time); and

     WHEREAS, UFS-1 acquires student loans made and guaranteed under the
Education Act ("Education Loans"); and

     WHEREAS, UFS-1 desires to retain Union Bank to cause Servicer to process
and service UFS-1's Education Loans and for Servicer to act as subservicer under
the terms of that certain UNIPAC Service Corporation Guaranteed Student Loan
Program Servicing Agreement between Union Bank and Servicer, dated January 1,
1995, as amended (the "UNIPAC Servicing Agreement").

     NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties agree as follows:

     1.   DEFINITIONS.  Capitalized terms which are not otherwise defined in
this Agreement shall have the meanings ascribed thereto in that certain
Indenture of Trust dated as of March 1, 1996, between Norwest Bank Minnesota,
National Association as Trustee and UFS-1.


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     2. TERM.

     2.1 The term of the Agreement shall continue until the earlier of (i)
termination of the Indenture, (ii) early termination after material default by
Servicer as provided for in Section 16 of this Agreement, and (iii) the
Education Loans serviced under this Agreement are paid in full.

     2.2  Upon the termination of this Agreement, Union Bank shall turn over to
UFS-1 all Education Loan files complete with all information contained therein
and all current computer information on the Education Loans under service
pursuant to this Agreement in such form or fashion as UFS-1 shall reasonably
specify.  Union Bank and UFS-1 specifically agree that the format used to
transfer UFS-1's data contains confidential and proprietary trade secret
information which is the exclusive property of Union Bank and/or Servicer. 
Union Bank makes no claim to the specific data contained in any printout given
to UFS-1 and recognizes that said data is the exclusive property of UFS-1. 
Union Bank and UFS-1 agree, however, that all aspects of the underlying computer
program, algorithms, methods of processing, specific design and layout, report
format, and the unique processing techniques and interactions of the various
aspects of Union Bank's and/or Servicer's computer program are trade secrets of,
proprietary to, and owned exclusively by Union Bank and/or Servicer.  At such
deconversion, a minimum fee of $12.00 per account plus any other reasonable
expenses incurred in connection with the transfer of such files and other
information shall be paid by UFS-1; provided however, that in the event
deconversion results from early termination of this Agreement under Section 16
hereof due to the breach by Union Bank, UFS-1 shall pay only the actual expenses
incurred in connection with the transfer of such files and other information. 
The confidentiality provisions of this paragraph shall survive any termination
or expiration of this Agreement.
     
     3.   DELIVERY OF COMPLETED EDUCATION LOANS FOR SERVICING AND COLLECTION. 
Subject to Servicer's scheduling requirements, UFS-1 may from time to time
deliver or cause to be delivered to Servicers Education Loans with respect to
which loan processing has been completed and loan proceeds have been fully
disbursed to the student/parent borrowers prior to the date of delivery
("Completed Education Loans") to be serviced pursuant to the terms of this
Agreement.  UFS-1 shall transmit to Servicer all such loan documentation as
required by Servicer to enable it to service the Completed Education Loans as
provided herein.

     4.   SERVICING OF COMPLETED EDUCATION LOANS.  Upon acceptance of any
Completed Education Loan into Servicer's computer system and after the sale date
(if applicable) of the Completed Education Loan to UFS-1, Union Bank shall cause
Servicer to service such Education Loan in accordance with the Education Act,
the Regulations, and in accordance with the provisions of this Agreement,
including the following:

     (a)  Servicer shall take all steps necessary to maintain the Insurance on
Education Loans in full force at all times.

     (b)  Servicer shall prepare and mail directly to the student/parent
borrower all required statements, notices, disclosures and demands.

     (c)  Servicer shall retain records of contacts, follow-ups, collection
efforts and correspondence regarding each Education Loan.

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<PAGE>

     (d)  Servicer shall provide accounting for all transactions related to
individual Education Loans, including, but not limited to, accounting for all
payments of principal and interest upon such Education Loans.

     (e)  Servicer shall process all deferments and forbearances.

     (f)  Servicer shall process all address changes and update address changes
accordingly.

     (g)  Servicer shall retain all documents received by Union Bank pertaining
to each Education Loan, including the original promissory note with respect to
each Education Loan.

     (h)  When necessary and allowable by the Education Act, Servicer shall take
all steps necessary to file a claim for loss with Guarantor, and shall be
responsible for all communication and contact with that agency necessary or
appropriate to accomplish the same.

     (i)  Servicer shall provide a Lender's Manifest of Education Loans on all
new accounts, accounts paid in full or converted to repayment, and provide any
other information required by Guarantor.

     (j)  Servicer shall provide such other services as Servicer customarily
provides and deems appropriate.

     (k)  Union Bank and UFS-1 agree that upon delivery of the original
promissory notes relating to the Education Loans to the Servicer as Custodian
pursuant to the Custodian Agreement, that each shall and does relinquish all
power and control over such promissory notes, subject to responsibilities of
Union Bank under this Agreement.

     5.   ADDITIONAL SERVICING ACTIVITIES.  At UFS-1's request Union Bank agrees
to cause Servicer to perform additional servicing activities not required under
the terms of this Agreement for those Education Loans transferred to Servicer as
Completed Education Loans which have not been previously serviced in accordance
with the Education Act and Regulations, and which require additional servicing
activity to attempt to maintain or reinstate the loans' principal and interest
guarantee from the Guarantor ("Cure Procedures").  Union Bank shall cause
Servicer, utilizing Cure Procedures approved by the Guarantor, to use Servicer's
best efforts to cure all defects caused by UFS-1.  Union Bank makes no
representation or warranty that the guarantee on each Education Loan will be
reinstated regardless of Servicer following the Cure Procedures as approved by
the Guarantor.  UFS-1 agrees to pay Union Bank those fees for Cure Services
described in Schedule A under the topic entitled "Additional Servicing
Activity".

     6.   PORTFOLIOS SUBJECT TO REJECTION BY UNION BANK.  UFS-1 acknowledges
that certain loan portfolio types pose a risk of financial hardship for Servicer
to service under this Agreement.  Union Bank may in its discretion, prior to
placing such loans in the Servicer's system, reject certain loans or loan
portfolios ("Rejected Loans").  Union Bank shall provide UFS-1 with reasonable
advance notice as to any Rejected Loans which Union Bank declines to place on
Servicer's system.  Union Bank shall have no right to reject or decline loans
after the loans are transferred to the Servicer's system.

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<PAGE>

     7.   REPORTS TO UFS-1.  On or before the 15th day of each month, unless
some other time is provided herein, Union Bank shall cause Servicer to prepare
and deliver to UFS-1 and the Trustee (upon Trustee's request), or to such other
person as UFS-1 may designate, the following reports with respect to activity
during the preceding month:

     (a)  As of the last day of each month, an unaudited statement, in
reasonable detail, of all transactions during that month on Completed Education
Loans serviced by Servicer for UFS-1;

     (b)  Processing Status Report (daily);

     (c)  Check Register (daily);

     (d)  Posting Ledger (daily/monthly);

     (e)  Statistical Report (monthly);

     (f)  Loan Ledger/Alpha Report (monthly);

     (g)  Guarantor Manifest (monthly);

     (h)  Delinquency Report (daily/monthly);

     (i)  Claims Activity Report (monthly).

     UFS-1 shall receive at no cost one copy of each of the foregoing reports. 
Union Bank will cause Servicer to provide extra copies at the request of UFS-1. 
UFS-1 shall reimburse Union Bank for the cost in producing such extra copies.

     8.   INTEREST COMPUTATION.  Union Bank shall cause Servicer to provide on a
quarterly basis statistical data for the computation of interest and special
allowance billable to the U.S. Department of Education for UFS-1's Education
Loans.  Data will be computed commencing with the date Education Loans appear on
the records of Servicer.

     9.   SERVICE FEE TO UNION BANK.  UFS-1 shall pay to Union Bank, on or
before the 15th day of each month, or within fifteen (15) days of billing
statement (which may be sent either by Union Bank or Servicer), for and in
consideration of the services performed by Union Bank and Servicer hereunder for
the preceding month, the fee provided for in Schedule A of this Agreement
("Servicing Fee").  The Servicing Fee shall be subject to change every twelve
(12) months.  Such change shall not result in an increase that will exceed three
and one-fifth percent (3.2%) cumulatively for any twelve (12) month period.  In
addition, these fees are subject to renegotiation every three years, subject to
the renegotiated fees meeting approval of the Rating Agencies.  In the event the
parties cannot agree to new fees for each three year period, then either party
may terminate this Agreement upon 90 days written notice to the other.  In the
event Servicing Fees are not paid within thirty (30) days of the billing
statement, UFS-1 agrees Union Bank will have the following rights to (a) impose
a late charge of one and one-half percent (1 1/2%) per month against the entire
outstanding balance of the past due Servicing Fee including any prior late
charge; and (b) terminate services without notice if nonpayment persists for
sixty (60) days from 

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<PAGE>

billing or more.  The Servicing Fee and related charges shall be paid only 
from the Trust Estate and only to the extent moneys are available in the 
Revenue Fund as provided for under the terms of the Indenture.

     The parties agree that should Servicer be required to make material changes
to its current servicing practices or servicing system due to changes to the
Education Act, Regulations, and/or business environment, or to other costs
beyond Union Bank's control, including but not limited to postal fees, Union
Bank may renegotiate the Servicing Fees with UFS-1 to reasonably reflect those
increased costs at any time during the term of this Agreement.

     10.  LOAN PAYMENTS.  Student/parent borrowers will make all loan payments
to a third party lockbox established by Servicer.  All cash receipts will be
remitted once a week to the Trustee for deposit into the Student Loan Holding
Fund.

     11.  DISCLOSURE OF INFORMATION.  All data, information, records,
correspondence, reports or other documentation received by Union Bank or
Servicer pursuant to this Agreement from UFS-1 or the school which the student
attended or from the student/parent borrower, or prepared and maintained by
Union Bank or Servicer in the course of its activities under this Agreement
shall be released or divulged only to UFS-1 and the Trustee, or with respect to
information or documents relating to a particular student/parent borrower, to
that student/parent borrower, or to such other parties as Union Bank or Servicer
may be directed in writing by UFS-1 or such student/parent borrower.

     12.  INTELLECTUAL PROPERTY PROTECTION.  Notwithstanding anything in this
Agreement to the contrary, it is the express intention of the parties to this
Agreement that all right, title and interest of whatever nature in Union Bank's
and/or Servicer's user manuals, training materials, all computer programs,
routines, structures, layout, report formats, together with all subsequent
versions, enhancements and supplements to said programs, all copyright rights
(including both source and object code) and all oral or written information
relating to Union Bank's and/or Servicer's programs conveyed in confidence by
Union Bank or Servicer to UFS-1 pursuant to this Agreement which is not
generally known to the public and which give Union Bank or Servicer an advantage
over its competitors who do not know or use such information (hereinafter
collectively referred to as "Trade Secrets"), and all other forms of
intellectual property of whatever nature is and shall remain the sole and
exclusive property of Union Bank and/or Servicer.

     13.  INQUIRIES.  Union Bank shall answer or shall cause Servicer to answer
all inquiries received by it pertaining to Education Loans, school status or
refunds, and UFS-1 shall cooperate to the extent necessary to gather the
information needed to answer such inquiries.  Such inquiries may be referred to
the school which the Student Borrower attended or is attending, if necessary. 
Neither Union Bank nor Servicer shall have any responsibility for any disputes
between student/parent borrowers and schools regarding tuition, registration,
attendance, or quality of education/training.

     14.  AGENT AUTHORIZATION.  UFS-1 hereby authorizes Union Bank and Servicer
to act on behalf of and as UFS-1's agent in the servicing of UFS-1's Education
Loans.  Such authorization will include but not be limited to all correspondence
and liaison necessary with Guarantor regarding UFS-1's Education Loans,
assignment of claims to Guarantor and any/or all 

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other communications, correspondence, signatures or other acts appropriate to 
service UFS-1's Education Loans in accordance with the Education Act and/or 
Regulations.

     15.  LIABILITY OF UNION BANK AND SERVICER.  Union Bank and Servicer assume
no responsibility or liability for failure of UFS-1 to exercise reasonable care
or due diligence and the results thereof, in making or servicing an Education
Loan prior to placing of the Education Loan on Servicer's system and prior to
the date UFS-1 holds ownership of the Education Loan.  Union Bank and Servicer
also assume no liability for the failure of any student/parent borrower to repay
his or her loan, nor the failure of the United States government to pay any
principal, interest, subsidy or special allowance, nor for the failure of
Guarantor to make payment of any principal and/or interest on any of UFS-1's
Education Loans.  Union Bank and Servicer shall not be responsible for
consequences of unreasonable acts of any Guarantor.  In the event Servicer shall
take any action or fail to take any action which causes any Education Loan in
UFS-1's portfolio to be denied the benefit of any applicable guarantee, Union
Bank and Servicer shall have a reasonable time to cause the benefits of the
guarantee to be reinstated.  If the guarantee is not reinstated within twelve
(12) months of denial by Guarantor, Union Bank shall cause Servicer to pay UFS-1
an amount equal to the outstanding principal balance plus all accrued interest
and other fees due on the Education Loan to the date of purchase, less the
amount subject to UFS-1 Risk Sharing under the Education Act and Regulations,
and thereupon Servicer shall be subrogated to all rights of UFS-1 respecting the
applicable Education Loan, including without limitation the right to collect on
the Education Loan, the right to federal subsidies, and agency authorization to
litigate in accordance with the Subrogation Agreement with Servicer.  In such
event, UFS-1 agrees to perform such further acts as shall be necessary or
appropriate to subrogate the Education Loan to Servicer.  For any subrogated
Education Loan for which the guarantee is fully reinstated by Guarantor, UFS-1
shall pay Servicer an amount equal to the then outstanding principle balance
plus all accrued interest due thereon, less the amount subject to UFS-1 Risk
Sharing under the Education Act and Regulations, whereupon the subrogation
rights of Servicer shall terminate.  In such event, Union Bank agrees to cause
Servicer to perform such further acts as shall be necessary or appropriate to
reconvey the Education Loan to UFS-1.  It is hereby acknowledged that Union Bank
shall not be performing any of the servicing activities described in this
Agreement, and that Servicer shall be responsible for performance of all such
servicing duties.  As such, Union Bank shall have no liability of any nature
whatsoever arising out of or in connection with this Agreement for any negligent
or wrongful act or omission on the part of Servicer; provided, however, that
Union Bank hereby assigns, transfers and sets over unto UFS-1 all of Union
Bank's rights and remedies against Servicer as they pertain to UFS-1's Education
Loans under the UNIPAC Servicing Agreement.

     16.  TERMINATION OPTION.  If at any time during the term of this Agreement
either party refuses or fails to perform in a material fashion any portion of
this Agreement, and fails or refuses to correct said action or lack of action
within thirty (30) days after receipt 

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of written notice, the other party may, upon thirty (30) days written notice, 
terminate this Agreement.  Without limiting the generality of the foregoing 
sentence, the following shall be deemed as failure or refusal to perform in a 
material fashion:  (i) failure by Servicer to make deposits to the Trustee of 
payments received with respect to the Education Loans, (ii) failure to 
perform or observe in any material respect any covenants or agreements 
contained herein, or (iii) becoming subject to an insolvency or receivership 
proceeding.

     17.  INDEMNIFICATION.  UFS-1 shall indemnify and hold Union Bank and/or
Servicer harmless from and against all claims, liabilities, losses, damages,
costs and expenses (including reasonable attorney's fees) asserted against or
incurred by Union Bank and/or Servicer as a result of Union Bank and/or Servicer
complying with any instruction or directive by UFS-1 and Union Bank and/or
Servicer shall in like manner indemnify UFS-1 for any miscompliance with any
such instruction or directive by Union Bank.  UFS-1 shall further indemnify and
hold Union Bank and/or Servicer harmless from and against all claims,
liabilities, losses, damages, costs and expenses (including reasonable
attorney's fees) asserted against or incurred by Union Bank and/or Servicer as a
result of actions not the fault of or not caused by a negligent act of Union
Bank and/or Servicer, and their respective agents or employees, including all
claims, liabilities, losses, damages and costs caused by or the fault of UFS-1,
a prior holder, owner or UFS-1, a prior servicer or any other party connected in
any manner to the loan or loans resulting in the claim, liability, loss, damage
or cost.

     18.  STATUTE OF LIMITATIONS.  Any action for the breach of any provisions
of this Agreement shall be commenced within one (1) year after the Education
Loan leaves the Servicer's servicing system.

     19.  GOVERNING LAW.  This Agreement is executed and delivered within the
State of Colorado, and the parties hereto agree that it shall be construed,
interpreted and applied in accordance with the laws of that State, and that the
courts and authorities within the State of Colorado shall have sole jurisdiction
and venue over all controversies which may arise with respect to the execution,
interpretation and compliance with this Agreement.

     20.  CHANGES IN WRITING.  This Agreement, including this provision hereof,
shall not be modified or changed in any manner except only by a writing signed
by all parties hereto.

     21.  SEVERABILITY.  In the event a court of competent jurisdiction finds
any of the provisions of this Agreement to be so overly broad as to be
unenforceable or invalid for any other reason, it is the parties' intent that
such invalid provisions be reduced in scope or eliminated by the court, but only
to the extent deemed necessary by the court to render the provisions of this
Agreement reasonable and enforceable.

     22.  PERSONS BOUND.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their legal representatives, heirs, successors
and assigns.

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     23.  ASSIGNMENT.  This Agreement shall not be assigned by either party 
without the prior written consent of the other party which consent shall not 
be unreasonably withheld; provided, however, that UFS-1 may assign this 
Agreement to the Trustee subject to the terms of Section 32 hereof, and Union 
Bank may assign this Agreement to Servicer.

     24.  MUTUAL RELEASE.  Each of the parties to this Agreement releases the
other party from any and all claims, or causes of the other arising from any
event or transaction occurring prior to the execution of this Agreement.  This
release is an independent covenant between the parties, and will survive any
termination of this Agreement.

     25.  TITLES.  The titles used in this Agreement are intended for
convenience and reference only.  They are not intended and shall not be
construed to be a substantive part of this Agreement or in any other way to
affect the validity, construction or effect of any of the provisions of this
Agreement.

     26.  WAIVER.  The waiver or failure of either party to exercise in any
respect any right provided for herein shall not be deemed a waiver of 
any further right hereunder.




















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     27.   CONTINUITY OF LOAN SERVICING.

     27.1  UFS-1 hereby agrees that it will ensure that all Education Loans
acquired, held, or sold by UFS-1 under the Act and subject to this Agreement 
will remain with the Servicer for the full term of this Agreement.

     27.2  In the event UFS-1 desires to sell any of its Education Loans, UFS-1
will first attempt to sell the Education Loans to an eligible lender maintaining
an agreement with Servicer, in order for the sale to cause no disruption in
service, or change in Servicer for the Borrower.  Should UFS-1 decide to sell
its Education Loans to an eligible lender or holder which does not maintain an
agreement with Servicer and does not plan to have the Education Loans serviced
by Servicer, Union Bank is hereby granted the right to arrange for the purchase
of such Education Loans by an eligible lender or holder maintaining an agreement
with Servicer.  Such purchase must be arranged within thirty (30) days following
the notice by UFS-1 if its intent to sell such Education Loans, which notice
must include sufficient information with respect to the Education Loans to be
sold.  Union Bank has the right to arrange for the sale of such Education Loans,
provided Union Bank is able to arrange for the sale of the Education Loans
offering the same terms secured by UFS-1 in its efforts to sell such Education
Loans, subject to the continuing servicing rights granted to Servicer.

     27.3  Sections 27.1 and 27.2 do not apply in the event of Union Bank's
breach or default hereunder, or with respect to a sale of the Education Loan to
a holder of other loans for the same borrower.

     27.4  The intent of this Section 27 is to assure that every Education Loan
will remain with Servicer for servicing for the life of the loan.

     28.   REMOVAL FEE.  Should UFS-1 remove any of its Education Loans from the
Servicer system prior to a scheduled termination or breach of this Agreement,
UFS-1 agrees to pay to Union Bank a removal fee of Fifteen Dollars ($15.00) per
loan transferred off the Servicer computer system, this removal fee shall be in
addition to those charges described in Section 2.2 of this Agreement, and in
addition to damages arising from a breach of Section 27 hereof.

     29.   FORCE MAJEURE. The foregoing provisions of this Agreement are subject
to the following limitation: If by reason of a force majeure Union Bank and/or
Servicer is unable in whole or in part to carry out any agreement on its part
herein contained, Union Bank and Servicer shall not be deemed in default during
the continuance of such inability.  The term "force majeure" as used herein
shall mean, without limitation, the following: acts of God, strikes, lockouts,
or other industrial disturbances; acts of public enemies; order or restraint of
any kind of the government of the United States of America or of the State of
Colorado or City of Aurora or any of their departments, agencies or officials,
or any civil or military authority; insurrections; riots; landslides;
earthquakes; fires; storms; droughts; floods; explosions; breakage or accident
to machinery, equipment, transmission pipes or canals; or any other cause or
event not reasonably within the control of Union Bank and/or Servicer.

     30.   HIRING.  UFS-1 agrees that during the term of this Agreement and any
extensions or renewals thereof, and for one year thereafter, UFS-1 shall not
solicit for hire, or knowingly allow its employees to solicit for hire, any
employees of Union Bank and Servicer without the prior written consent of Union
Bank or Servicer, respectively.

     31.   ENTIRE AGREEMENT.  This is the entire and exclusive statement of the
agreement between the parties, which supersedes and merges all prior proposals,


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understandings and all other agreements oral and written, between the parties
relating to this Agreement.

     32.  TRUSTEE AS THIRD PARTY BENEFICIARY.  This Agreement has been made and
entered into not only for the benefit of Union Bank and UFS-1 but also for the
benefit of the Trustee in connection with the financing of Eligible Loans, and
upon assignment by UFS-1 to the Trustee, its provisions may be enforced not only
by the parties to this Agreement but by the Trustee.  The foregoing creates a
permissive right on behalf of the Trustee and the Trustee shall be under no
duties or obligations hereunder.

     This Agreement shall inure to the benefit of the Trustee and its successors
and assigns.  Without limiting the generality of the foregoing, all
representations, covenants and agreements in this Agreement which expressly
confer rights upon the Trustee shall be for the benefit of and run directly to,
the Trustee, and the Trustee shall be entitled to rely on and enforce such
representations, covenants and agreements to the same extent as if it were a
party hereto.  The foregoing creates a permissive right on behalf of the
Trustee, and the Trustee shall be under no duties or obligations hereunder.

     If there is an Event of Default under the Indenture and the Trustee
forecloses on its security interest on the Education Loans, then the Trustee
shall assume all duties and obligations of UFS-1 hereunder, in accordance with
and subject to the Acknowledgment and Agreement re: Servicing Agreement among
the parties hereto dated of even date herewith.


               [Remainder of this page intentionally left blank.]

























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     IN WITNESS WHEREFORE, the parties hereto have executed this Agreement as 
of the date first written above. 

UNION BANK AND TRUST COMPANY            UNION FINANCIAL SERVICES, INC.-1     
                                                                             
By:  /s/  KEN L. BACKEMEYER             By:  /s/  STEPHEN F. BUTTERFIELD     
   --------------------------------        --------------------------------  
                                                                             
Name:  Ken L. Backemeyer                Name:  Stephen F. Butterfield        
       (Please print)                          (Please print)                
                                                                             
Title: Senior Vice President            Title: President                     

























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                                  SCHEDULE "A"

A.   LOAN ORIGINATION FEE (Where Applicable).

     Six Dollars ($6.00) per loan for Stafford, SLS and PLUS loan.  Fifty-five
     Dollars ($55.00) per loan for Consolidated loans (if applicable).  In
     addition, reimbursement for costs in the event a credit evaluation of the
     borrower is to be performed by Union Bank.

B.   CONVERSION FEE.

     Five Dollars ($5.00) per account acquired by UFS and added to the Union
     Bank Servicing System during the period of time the borrower is in school.
     For periods of time other than when the borrower is in school, the feel
     will be Ten Dollars ($10.00) per account.  There shall be no charge for
     loans already on the UNIPAC full servicing system.

     Notwithstanding the foregoing, should any portfolio present an
     "Extraordinary Conversion", requiring additional conversion services
     materially beyond that customarily provided for a normal acquisition of
     Education Loans, then UFS agrees to pay a conversion fee mutually agreed to
     between UFS and Union Bank.

     For purposes of this Agreement, whether a portfolio presents an
     Extraordinary Conversion shall be determined after the data analysis, and
     file review, have been conducted of the portfolio by Union Bank.  Factors
     to consider in determining whether a portfolio presents an Extraordinary
     Conversion are as follows:

     1.   Unprocessed data.

     2.   Degree to which the conversion may be automated versus manual.

     3.   Integrity of the documentation.  Are the files complete?  Does the
          data match the file content?

     4.   UFS adherence to its obligations and delivery schedules.

     5.   Presence of backlogged processing in the portfolio.

     6.   Whether prior servicing had substantial noncompliance with the
          Education Act and Regulations.

     7.   Condition of the hard copy file documentation.


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<PAGE>

     After consideration of the foregoing factors, UFS and Union Bank agree to
     come to mutual agreement at the beginning and once again at the end of the
     conversion of a particular portfolio as to whether they need to negotiate a
     mutually agreeable conversion fee.

C.   INTERNAL TRANSFERS.  Transfers from one customer identification number to a
     different customer identification number will be One Dollar and Fifty Cents
     ($1.50) per account transferred.

D.   MONTHLY SERVICING FEE - GSL (STAFFORD) LOANS IN SCHOOL STATUS.

     .90% annualized

E.   MONTHLY SERVICING FEE - GSL (STAFFORD, PLUS, SLS) LOANS IN OTHER THAN
     SCHOOL STATUS.

     1.25% annualized

F.   CONSOLIDATED LOANS.

     1.25% annualized

G.   BILLING FOR SERVICING FEES.

     The full monthly servicing fee shall be paid commencing with the calendar
     month an account is disbursed on or converted to the Union Bank system.

H.   ADDITIONAL SERVICING ACTIVITY.

     Thirty-five Dollars ($35.00) per Education Loan referred for such cure
     services, plus ten percent (10%) of all sums made eligible for
     reinstatement of guarantee (including principal, interest and special
     allowance) as a result of successful performance of the Cure Procedures
     required by Guarantor.  (This fee shall not apply to loans that have lost
     their guarantee due to an error or omission of Union Bank.)

I.   MINIMUM MONTHLY FEE.

     There will be a minimum monthly fee of Seven Hundred and Fifty Dollars
     ($750.00) per month.

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J.   REMOVAL FEE.  Loans transferred off the Union Bank Servicing System prior
     to termination of this Agreement will be assessed a fee of Fifteen Dollars
     ($15.00) per account.

K.   DECONVERSION FEE.  Loans transferred off the Union Bank Servicing System on
     or after termination of this Agreement will be assessed a fee of Twelve
     Dollars ($12.00) per account.

L.   RECONCILIATION OF GUARANTEE BILLING.

     Eighty cents ($.80) per account for the first disbursement.

M.   PLUS (OR OTHER LOAN) LOAN CREDIT CHECKS.  Fees for obtaining a credit
     bureau report and evaluation will be Two Dollars and Fifty Cents ($2.50)
     per loan application.  An additional fee of Fifty Cents ($.50) will be
     charged for those applications in which written authorization must first be
     obtained prior to pulling a credit bureau report.

N.   OTHER SERVICES

     For services requested by UFS that are beyond the scope of those described
     in this Agreement, the fees shall be assessed as follow:

     (1) Supplies             Cost Plus 15%
     (2) Training             $40.00 per hour
     (3) Programming          $70.00 per hour
     (4) Consulting           $80.00 per hour

     Projects and services of this type shall be provided only after request by
     UFS and after time and total cost estimate is provided by Union Bank.

O.   LEGAL OPINIONS

     Cost plus five percent (5%).





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