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                                                                  EXHIBIT 10.1.1

                                  AMENDMENT TO 
                        ADMINISTRATIVE SERVICES AGREEMENT


          This AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT (the "Amendment")
is made and entered into as of the 1st day of November, 1996, by and between
Union Financial Services, Inc., a Nevada corporation (the "Corporation"), and
Union Financial Services-1, Inc., a Nevada corporation ("UFS-1").

                                    RECITALS

          G.   The Corporation and UFS-1 have entered in to that certain
Administrative Services Agreement (the "Agreement") dated as of August 1, 1996,
pursuant to which the Corporation agreed to provide certain services to UFS-1 in
return for the payment of fees described therein.

          H.   The Corporation and UFS-1 now desire to amend the Agreement as
provided in this Amendment.  


          NOW, THEREFORE, the parties agree as follows:

          1.   Section 3(a) of the Agreement is amended in its entirety to read
as follows. 

               (a)  FEE SCHEDULE.  The Corporation will be entitled to the
     following compensation for its services provided hereunder.  

               (i)  UFS-1 has paid to the Corporation the sum of $700,000 as
          compensation for services provided by the Corporation to UFS-1
          pursuant to Section 1(a) of this Agreement in connection with issuance
          by UFS-1 of its Taxable Student Loan Asset-Backed Notes Series 1996A
          in the original principal amount of $107,700,000 and its Taxable
          Student Loan Asset-Backed Notes Series 1996B in the original principal
          amount of $142,200,000.  On November 1, 1996,  UFS-1 shall pay to the
          Corporation the sum of $1,050,000 as compensation for services
          provided by the Corporation to UFS-1 pursuant to Section 1(a) of this
          Agreement in connection with issuance by UFS-1 of its Taxable Student
          Loan Asset-Backed Notes Series 1996C in the original principal amount
          of $316,100,000. UFS-1 shall pay to the Corporation such fees as the
          parties may determine by mutual agreement for services rendered by the
          Corporation pursuant to Section 1(a) of this Agreement in connection
          with future financing transactions. 

               (ii)  UFS-1 shall pay to the Corporation on the first day of each
          calendar month following the execution of this Agreement an amount
          equal to .015% of the average outstanding balance of the Loans during
          the preceding month for services provided by the Corporation pursuant
          to Section 1(b) through (g) of this Agreement.







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          2. All of the other provisions of the Agreement remain in full
force and effect and binding upon the parties hereto, and the provisions of the
Agreement governing the Agreement, such as notices, amendments and other general
provisions, shall also govern this Amendment.

          IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed effective as of the day and year first above written.


                                            UNION FINANCIAL SERVICES, INC.



                                            /s/  STEPHEN F. BUTTERFIELD 
                                            ----------------------------------- 
                                            Stephen F. Butterfield, President


                                            UNION FINANCIAL SERVICES-1, INC.



                                            /s/  RONALD W. PAGE 
                                            ----------------------------------- 
                                            Ronald W. Page,
                                            Senior Vice President
























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