<PAGE>

                                                                    EXHIBIT 10.2

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.

CONSOLIDATION LOAN ORIGINATION RESPONSIBILITY AGREEMENT

This Consolidation Loan Origination Responsibility Agreement dated as of
November 15, 1999 ("Agreement") is by and between COLLEGIATE FUNDING SERVICES,
LLC ("CFS"), and Citibank (New York State) as trustee for The Student Loan
Corporation (the "Bank").

CFS and the Bank hereby agree as follows:

1. Purpose:

      The purpose of this Agreement is to establish terms under which the
      parties agree to operate with respect to the marketing, servicing and
      funding of the Real World Consolidation Loan Program (the "RWCL Program").

      The following provisions establish the terms, conditions and
      responsibilities of CFS and the Bank with respect to the Bank's funding of
      Consolidation Loans guaranteed under the requirements of the Higher
      Education Act of 1965, as amended.

2. Eligible Loans:

      Borrower accounts processed under the RWCL Program must consist of at
      least one federal loan qualifying for Federal Consolidation as defined
      under Section 428C of the Higher Education Act.

3. Definitions:

      Unless the context clearly indicates otherwise, the terms set forth below
      shall have the following meanings:

      A.    "ACT" means Title IV, Parts B, F and G of the Higher Education Act
            of 1965 (20 USC Sec. 1071 et. seq.), as amended and in effect from
            time to time, or any successor enactment thereto, the effective
            administrative regulations promulgated thereunder, and any binding
            directives issued by the Secretary of Education pursuant thereto.

      B.    "APPLICATION" means an application for a Consolidation Loan.

      C.    "BORROWER" means an individual who is the maker of a Note.

      D.    "BORROWER FILE" means, with respect to any Loan, all documentation
            which is required by the Guarantor of such Loan for the payment of a
            Default claim.

<PAGE>

            Without limiting the generality of the foregoing, such documentation
            shall at a minimum include:

            (1)   the Borrower's Application for such Loan;

            (2)   the original Note (or certified copy thereof);

            (3)   evidence of Guarantee of the Loan by a Guarantor;

            (4)   evidence of full disbursement;

            (5)   in the case of a Master Promissory note, evidence of the
                  school's certification and the notification or confirmation
                  with respect to each Loan made thereunder;

            (6)   evidence of due diligence servicing in accordance with the
                  requirements of the Act and applicable Regulations; and

            (7)   repayment history, including, but not limited to, payment
                  transaction history and documentation of Deferments and
                  Forbearances.

      E.    "BUSINESS DAY" means any day, other than a Saturday, a Sunday or a
            day on which banks located in the State of New York are required or
            authorized by law to remain closed. Any other references to "days"
            shall mean calendar days.

      F.    "CONSOLIDATION LOAN" means a Loan made pursuant to Section 428C of
            the Act.

      G.    "DEFAULT" means, with respect to any Note, the occurrence of any
            event which shall constitute a default or other grounds for filing a
            Guarantee claim under the terms of the Act.

      H.    "DEFERMENT" means the period defined by the Act and applicable
            Regulations during which a Borrower (in Repayment) may postpone
            making payments.

      I.    "FORBEARANCE" means the period permitted by the Act and the policies
            of the Guarantor during which a Borrower (in Repayment) is permitted
            to temporarily forego payments or make reduced payments.

      J.    "GUARANTEE" or "GUARANTEED" means a written commitment by a
            Guarantor to pay the Trustee the unpaid principal balance plus
            accrued unpaid interest of a Loan or any portion thereof upon
            submission of a valid default, death, disability, or bankruptcy
            claim or claim with respect to any other event or circumstance for
            which a claim would be paid under the Act, in accordance with the
            Act and applicable Regulations.

      K.    "GUARANTOR" means any state or private nonprofit organization that
            has entered into agreements with the Secretary to Guarantee Loans
            under the Act.

<PAGE>

      L.    "LOAN" means a loan of money (which may be disbursed to or on behalf
            of a Borrower in one or more installments) to or on behalf of
            Borrower, contingent upon an agreement to repay, evidenced by a Note
            and Guarantee, which Loan was originated in accordance with this
            Agreement and is a Consolidation Loan under the GSLP and FFELP
            programs.

      M.    "NOTE" or "PROMISSORY NOTE" means a promissory note of a Borrower
            for a Loan set forth on the appropriate form furnished or approved
            by a Guarantor, which Note meets the criteria set forth by the Act
            and applicable Regulations.

      N.    "ORIGINATION SERVICES" means all processes and duties contemplated
            to be performed by the Servicer under this Agreement.

      O.    "REGULATIONS" means any regulations, rules, policies or procedures
            promulgated by a Guarantor or the Secretary.

      P.    "SECRETARY" means the Secretary of Education, United States
            Department of Education, or any predecessor or successor to the
            functions thereof under the Act.

      Q.    "SERVICER" means SunTech, Inc. or any subsequent loan servicer.

      R.    "SPECIAL ALLOWANCES" means those amounts which are payable with
            respect to a Loan by the Secretary under Section 438 of the Act or
            any payment of a similar nature prescribed by law hereafter adopted.

4. Responsibilities of CFS:

      CFS will act as Marketing Agent for Bank with respect to marketing
      Consolidation Loans. As the Marketing Agent, CFS source potential
      applicants, will receive Applications from Borrowers, review the
      documentation and perform data entry of certain information required to
      complete the consolidation process. CFS will be responsible for insuring
      that each Application submitted for a Consolidation Loan is eligible in
      all respects to be consolidated. CFS and the Bank hereby agree that the
      Servicer and the Bank may rely fully upon CFS's certification of
      eligibility with respect to all actions required of any party other than
      Servicer or the Bank prior to consolidation. Furthermore, CFS shall:

      A.    Perform data entry of information required of Servicer to secure
            required approvals from the Guarantor of the Loan, and to transfer
            such information to Servicer on or before 8:00 a.m. on the business
            day CFS desires disbursement of the Loan. Each such transfer of data
            will constitute certification by CFS that it has complied with its
            obligations under this Agreement with respect to each Loan for which
            such file is transmitted to Servicer.

      B.    Ensure that each Borrower File is complete and accurate, and that
            the Application meets all requirements for eligibility for
            consolidation under the Act, implementing regulations, and the
            requirements of the Guarantor of the Loan.

<PAGE>

      C.    Ensure accuracy and completeness of any electronically transmitted
            data, and send by overnight courier to the Servicer on or before the
            last business day of each week for delivery by 10:00 a.m. on the
            first business day of the following week, corresponding loan file
            folders for each Loan funded electronically during such week.

      D.    Provide any missing documentation or information and promptly
            correct any error identified by the Servicer or the Bank.

      E.    Maintain all license and other governmental approvals and otherwise
            comply with the Act, applicable laws and regulations with respect to
            all of its activities hereunder.

      F.    Act as custodian and bailee for the Bank with respect to all
            original documents for Loans until all such documents are
            transferred to Servicer. As bailee and custodian, CFS shall maintain
            custody, control and safekeeping of such documents and such
            documents shall be under the sole dominion and control of Bank. CFS
            shall deal with such documents only as this agreement requires and
            as Bank otherwise instructs in writing. With respect to applications
            for Consolidation Loans which are declined, CFS will retain the
            original application, adverse action notifications, and such other
            documentation used in evaluating the application and determining
            that the Loan could not be made. All actions by CFS with respect to
            Applications shall conform to the requirements of law, including but
            not limited to The Equal Credit Opportunity Act and the Higher
            Education Act.

      G.    Subject to Section 8 of this Agreement, reimburse the Bank to the
            extent of the principal balance, outstanding interest and fees paid,
            any Loan deemed by any Guarantor to be uninsured after
            consolidation, provided that the loss or absence of the Guarantee is
            a result of CFS's breach of its obligations under this Agreement or
            CFS's action or failure to act or any lack of documentation or
            incomplete documentation which made the Loan ineligible at the time
            it was made. CFS's reimbursement obligation under this paragraph is
            unconditional and not subject to offset, counterclaim, or
            recoupment. All reimbursement payments shall be made in immediately
            available funds within two Business Days after Bank's delivery of
            written demand to CFS and shall be in an amount equal to the
            outstanding principal amount and all accrued but unpaid interest on
            the Loans repurchased, fees paid, and any Special Allowances to
            which the Bank would have been entitled to receive with respect to
            such Loan but for CFS's action or failure to act or lack of
            documentation.

      H.    From and after the effective date of this Agreement, CFS agrees to
            indemnify and save the Bank harmless of, from and against any and
            all loss, cost, damage or expense, including reasonable attorney's
            fees incurred by reason of any breach of CFS's warranties,
            covenants, agreements or representations hereunder, any false or
            misleading representations of CFS, any failure to disclose any
            matter which makes the warranties and representations herein
            misleading, any accuracy in any

<PAGE>

            information furnished by CFS in connection herewith, or any
            negligence or willful misconduct of CFS in connection with its
            duties and responsibilities as set forth and contemplated under this
            Agreement.

5. Responsibilities of the Bank:

      Citibank (New York State) in its capacity as trustee and The Student Loan
      Corporation in it's capacity as beneficiary will perform the duties and
      adhere to the responsibilities outlined in this Agreement. The Student
      Loan Corporation, as the beneficial owner and funding entity, shall be
      obligated to provide daily funding for all loans offered by CFS under this
      Agreement.

      Citibank (New York State) has entered this Agreement solely in its
      capacity as trustee for The Student Loan Corporation and not in its
      individual capacity. Accordingly, all recourse and remedies of CFS under
      this Agreement shall be available only against The Student Loan
      Corporation and the assets of the trust established by such trust and not
      against Citibank (New York State) in its individual capacity.

6. Responsibilities of the Servicer:

      Any Servicer retained by Bank to serve the parties under this Agreement
      from time-to-time shall:

      A.    Promptly upon receipt of the electronic or paper data for a Loan CFS
            provides under Section 4.A., perform the actions necessary to
            prepare such Loans for loading to the Servicer's system and
            authorize disbursement by the Bank. The funding authorization shall
            be in a form acceptable to the Bank and will be faxed by the
            Servicer to the Bank (with the original to be forwarded later) at
            least [30 minutes] prior to the latest time the Bank may initiate
            its electronic funding transaction, provided that:

            (1)   The data provided electronically by CFS contains no errors or
                  problems which cause undue or unexpected delays;

            (2)   CFS has given Servicer at least one month's prior written
                  notice of additional Guarantors or one week's prior written
                  notice of other payees to whom funds must be disbursed; and

            (3)   CFS has given at least two days notice of any significant
                  increase in either the number of Loans or the number of
                  disbursements to be processed or of any other special
                  circumstance which could cause delay.

      B.    The Servicer shall, promptly upon receipt of each file, undertake
            its obligation with respect to such files and begin reviewing the
            file for each Loan to confirm the following:

            (1)   Loan Consolidation Verification Certificate ("LCVC") is
                  present and signed by a representative of the owner of the
                  Loans being consolidated,

<PAGE>

                  or by any agent representing the owner and authorized to
                  execute the LCVC on behalf of the owner.

            (2)   Application/Promissory Note is present and signed by the
                  Borrower. The Servicer shall have no obligation to verify the
                  actual signature of the Borrower.

      C.    Servicer shall, upon funding, convert the Loans to its servicing
            system and commence repayment servicing.

      D.    Servicer shall immediately inform the Bank and CFS in writing of any
            Loan determined to be uninsured as a result of actions or failure to
            act by CFS or any other party.

      E.    Servicer's obligations under this Section 6 shall be in addition to
            and not in lieu of its obligations under any servicing agreement and
            custodian agreement between the Servicer and the Bank. This
            Agreement shall in no way limit Servicer's obligations under any
            servicing agreement or custody agreement.

7. Insurance:

      CFS shall obtain and maintain in force until all Loans that Bank funds
      hereunder are repaid in full or paid as a claim by a Guarantor, and upon
      the request of the Bank furnish proof of, errors and omissions and
      liability insurance policies acceptable to the Bank providing coverage per
      occurrence (with not more than $10,000 deductible), with respect to claims
      by Bank or Servicer, arising from CFS's failure to perform any of its
      responsibilities under the Agreement, each in an amount of at least
      $1,000,000. Such policy shall be maintained with an insurer rated not
      lower than A- by A.M. Best Co., and shall provide that the policy cannot
      be canceled or modified without at least 60 days written notice to Bank
      and Servicer. The policy shall not be amended or modified in any manner
      which limits, restricts, or conditions the coverage provided, decreases
      the amount of coverage or increases the deductible, or in any other way
      reduces the coverage provided, without the prior written consent of Bank
      and Servicer.

8. Reimbursement Procedure:

      A.    If the Bank determines that CFS is obligated to reimburse any Loan
            pursuant to Section 4.G. hereof, the Bank shall:

            (1)   Notify CFS in writing of the reason for CFS's obligation to
                  reimburse and CFS shall have 90 days after receipt of such
                  notice to cure the cause of its obligation to reimburse such
                  Loan.

            (2)   In the case of notice from Servicer, notify the Bank, in
                  writing, of the reason for CFS's obligation to reimburse and
                  follow Bank's instructions with respect to the Loan, any
                  extension of the cure period or other actions determined to be
                  appropriate by the Bank.

<PAGE>

9. Loan Size:

      Borrowers must have Loan indebtedness of at least [****]. The Marketing
      Agent agrees to maintain an average application size of [****] which the
      Bank will review quarterly. Should the average Application amount remain
      below [****] for two consecutive quarters, the Bank reserves the right to
      limit or cease funding after giving CFS 90 days written notice of its
      intention to do so.

10. Eligible Guarantor and Servicer:

      The Marketing Agent shall endeavor to use the original Guarantor on the
      Consolidating Loans where possible and practical. In all other cases, the
      Marketing Agent agrees to use any Guarantor accepting national
      consolidation guarantees and with whom the Bank has an agreement.

      It is contemplated that SunTech, Inc. will act as the initial Servicer for
      loans under the RWCL Program.

      Recognizing the importance of the Bank's brand and name awareness in the
      states where the Bank or its affiliate banks have a banking presence,
      there may be occasions when the Bank may be forced to use certain
      Guarantors and Servicers due to extremely strong school preferences or
      other arrangements in place in those states. The Bank and Marketing Agent
      agree to work in good faith with regard to selection of Guarantors and
      Servicers used for accounts for Borrowers attending schools in these
      states.

11. Funding:

      The Bank agrees to fund [****].

12. Borrower Benefits:

      The Bank agrees to provide incentives to Borrowers of Consolidation Loans
      made under the RWCL Program to pay their Loans in a timely manner by
      reducing the interest rate on the Loan after 60 consecutive on-time
      payments according to the following schedule:

<TABLE>
<CAPTION>
For Balances of:                Rate Reduction:
----------------                ---------------
<S>                          <C>
$10,000 to $15,000           25 basis points (1/4%)

$15,001 to $20,000           50 basis points (1/2%)

$20,001 to $25,000           75 basis points (3/4%)

$25,001 and greater          100 basis points (1%)
</TABLE>

      No additional benefits shall be extended to those Borrowers selecting
      electronic drafting of their payments. Borrowers must maintain on-time
      payments to continue to qualify for the rate reduction. "On-time" payment
      is considered to be one that is made prior to the 15th day of delinquency.
      The Servicer may reinstate disqualified Borrowers that lose

<PAGE>

      their benefits due to Servicer error. The Servicer shall communicate to
      the Borrowers when they have achieved the rate reduction, at
      disqualification and at reinstatement, as applicable.

13. Application Fee:

      The Bank agrees to pay an application fee of [****] for each successfully
      completed application, except for those where the Bank is the original
      lender; then the fee shall be [****]. "Successfully completed application"
      means an application for a Consolidation Loan from an eligible borrower in
      which the Marketing Agent and Bank have all of the required documentation
      to make the Loan, regardless of whether it is actually made or not.

14. Minimum Volume Commitments:

      CFS shall offer at least [****] per annum to the Bank for funding.

15. Marketing:

      A.    Marketing the RWCL Program is the responsibility of the Marketing
            Agent, subject to the following conditions. The Bank and Servicer
            will not produce any of the marketing materials developed, nor will
            their names be used in any promotions without their prior written
            consent. The Bank reserves the right to have its student lending
            marketing representatives market the RWCL Program, who will do so
            only in coordination with the other marketing activities of the
            Marketing Agent.

      B.    The Bank hereby grants to the Marketing Agent, a limited,
            non-exclusive, non-transferable, royalty-free license, during the
            term of this Agreement (including any extensions and renewals
            hereof), to use the Bank's name and other trademarks and service
            marks identified on Schedule A attached hereto (the "Licensed
            Marks") on marketing and promotional materials related to the RWCL
            Program (the "Marketing Materials").

            (1)   In order to insure that the use of the Licensed Marks is in
                  compliance with the terms and conditions of this Agreement,
                  and in order to protect the Licensed Marks, the Marketing
                  Agent shall submit to the Bank for prior approval (such
                  approval not to be unreasonably withheld or delayed) samples
                  or specimens of all Marketing Materials produced by, on behalf
                  of, or at the direction of the Marketing Agent which use the
                  Licensed Marks. In no event shall Marketing Materials that use
                  the Licensed Marks be distributed or published without the
                  Bank's prior approval.

            (2)   Marketing Agent acknowledges the Bank's ownership of the
                  trademark and service mark right, trade name rights,
                  copyrights and all other proprietary rights in and to the
                  Licensed Marks, and agrees that during the term of this
                  Agreement (including any extension or renewals hereof) and
                  thereafter, neither Marketing Agent nor any affiliate or other
                  person

<PAGE>

                  claiming through Marketing Agent shall knowingly take, or
                  acquiesce in, any action that is or might be inconsistent with
                  the Bank's exclusive ownership of such rights. Marketing Agent
                  agrees that nothing in this Agreement shall give Marketing
                  Agent or any affiliate or person claiming through Marketing
                  Agent, any right, title, or interest in and to the Licensed
                  Marks, other than the right to use such Licensed Marks in
                  accordance with this Agreement.

            (3)   Marketing Agent acknowledges that the Bank has established
                  prestige and goodwill in the Licensed Marks, and it is of the
                  utmost importance to the Bank that the high standards and
                  reputation associated with the Licensed Marks be maintained at
                  all times.

            (4)   The Bank shall be responsible for and retain sole discretion
                  over filing and maintenance of the Licensed Marks and any
                  infringement or other legal proceedings with respect to the
                  Licensed Marks; provided, however, that Marketing Agent agrees
                  to assist the Bank in any reasonable way, at the Bank's
                  expense, in establishing, securing, evidencing, perfecting,
                  registering, and defending against infringement of the Bank's
                  rights in the Licensed Marks.

16. Regulatory Changes:

      If regulatory or legislative changes to the Higher Education Act occur
      which prevent the Bank from realizing sufficient profit from the RWCL
      Program, the Bank has the option to withdraw from the RWCL with 120 days
      prior written notice to CFS. If legal or regulatory changes prohibit,
      limit or alter the compensation provisions for the services rendered by
      CFS to Bank, either party shall have the option to negotiate an amendment
      to the Agreement or withdraw from the RWCL Program with 120 days prior
      notice to the other party.

17. Invoicing:

      CFS shall invoice each Friday for all loans processed during that week.
      Bank agrees to execute a wire transfer of funds for all invoices within
      five business days of receipt of invoice.

18. Expenses:

      Other than the expenses described in this Agreement, all parties agree to
      be responsible for their respective expenses under the RWCL Program. CFS
      shall be responsible for the cost of all marketing materials,
      telecommunications, data entry, sales and related expenses incurred with
      respect to its marketing activities.

19. Confidentiality:

      This Agreement is considered confidential by all parties hereto and must
      not be copied or disclosed to anyone other than employees of the parties
      directly involved in the RWCL

<PAGE>

      Program or such accountants, attorneys, or other professional advisors or
      government agencies having jurisdiction over such parties without the
      written consent of the other parties, except as otherwise required by law.

20. Representations, Warranties, and Covenants of CFS:

      CFS represents and warrants each of the following to the Bank on the date
      of this Agreement, on the date of each request for Bank to originate and
      fund any Loan and on the date of Bank's funding of any Loan:

      A.    CFS (i) is duly organized, validly existing, and in good standing
            under the laws of the jurisdiction in which it is organized; (ii) is
            duly qualified to transact business and is in good standing as a
            foreign limited liability company in each jurisdiction where the
            nature and extent of its business and properties require due
            qualification and good standing; (iii) possesses all requisite
            authority, permits and power to conduct its business as is now
            being, or is contemplated by this Agreement to be, conducted; and
            (iv) is in compliance with all applicable laws.

      B.    The execution and delivery by CFS of this Agreement and the
            performance by it of its obligations hereunder (i) are within its
            limited liability company power; (ii) have been duly authorized by
            all necessary company action; (iii) except for any action or filing
            that has been taken or made on or before the date of this Agreement,
            requires no action by or filing that has been taken or made on or
            before the date of this Agreement, require no action by or filing
            with any governmental agency; and (iv) do not violate any provision
            of its operating or company agreement.

      C.    This Agreement will, upon execution and delivery by all parties
            thereto, constitute a legal and binging obligation of CFS,
            enforceable against CFS according to its terms.

      D.    CFS is not subject to, or aware of the threat of, any litigation
            that is reasonably likely to be determined adversely to it and that,
            if so adversely determined, would have a material adverse effect on
            its financial condition and no outstanding or unpaid judgments
            against CFS exist.

      E.    All tax returns of CFS required to be filed have been filed (or
            extensions have been granted) before delinquency and all taxes
            imposed upon CFS that are due and payable have been paid before
            delinquency, other than taxes which are being contested in good
            faith by lawful proceedings diligently conducted and against which
            reserve or other provision required by GAAP has been made and in
            respect of which levy and execution of any lien have been and
            continue to be stayed.

      F.    Each Loan CFS requests to be originated and funded by Bank (i) is
            genuine in all respects and what it purports to be; (ii) is free
            from any material claim for credit, deduction, or allowance of any
            such obligor and free from any defense, dispute, setoff, or
            counterclaim (other than for payments made in respect of it); (iii)
            was

<PAGE>

            originated and is in compliance in all material respects with all
            laws and rules and regulations; and (iv) conforms to the applicable
            requirements for Guarantee.

      CFS further represents and warrants to the Bank the following: until all
      Loans that Bank funds hereunder have been repaid in full or paid as a
      claim by a Guarantor, CFS or transferred by the Bank to another entity
      agrees as follows:

      G.    CFS shall cause to be furnished to the Bank such financial
            statements as the Bank may reasonably request, including annual
            audited financial statements and such other information with respect
            to its business affairs, assets, and liabilities.

      H.    CFS shall maintain books, records and accounts necessary to prepare
            financial statements according to GAAP.

      I.    Upon reasonable request CFS shall allow Bank (including Bank's
            regulators and auditors) to inspect any of its properties, to review
            reports, files and other records and to make and take away copies,
            to conduct tests or investigations and to discuss any of its
            affairs, conditions and finances with its directors, officers,
            employees or representatives from time-to-time during reasonable
            business hours.

      J.    CFS shall (i) maintain its corporate existence (such that there
            shall not be any mergers or acquisitions in which CFS is not the
            surviving entity) and good standing in its state of organization,
            and (ii) maintain all licenses, permits, and franchises necessary
            for its business.

21. Representations and Warranties of Bank:

      Bank represents and warrants to CFS on the date of this Agreement, on the
      date of each request for Bank to originate and fund any Loan, and on the
      date of Bank's funding of any Loan:

      A.    Citibank (New York State) in its capacity as trustee (i) is duly
            incorporated, validly existing, and in good standing under the laws
            of the jurisdiction in which it is organized; (ii) is duly qualified
            to transact business as a New York banking corporation; and (iii)
            possesses all requisite authority, permits and power to conduct its
            business as is now being, or is contemplated by this Agreement to
            be, conducted. The Student Loan Corporation (i) is duly
            incorporated, validly existing, and in good standing under the laws
            of the jurisdiction in which it is organized; (ii) is duly qualified
            to transact business as a Delaware corporation; and (iii) possesses
            all requisite authority, permits and power to conduct its business
            as is now being, or is contemplated by this Agreement to be,
            conducted.

      B.    The execution and delivery by Bank of this Agreement and the
            performance by it of its obligations hereunder (i) are within its
            banking power; (ii) have been duly authorized by all necessary
            action; (iii) except for any action or filing that has been taken or
            made on or before the date of this Agreement, require no action by
            or filing with any governmental agency; and (iv) do not violate any
            provision of its articles of incorporation.

<PAGE>

      C.    This Agreement will, upon execution and delivery by all parties
            thereto, constitute a legal and binding obligation of Bank,
            enforceable against Bank according to its terms.

      D.    Bank is not subject to, or aware of the threat of, any litigation
            that is reasonably likely to be determined adversely to it and that,
            if so adversely determined, would have a material adverse affect on
            its financial condition.

22. Notice:

      All notices given under this Agreement shall be in writing and shall be
      sent by certified mail, return receipt requested to the parties at their
      respective addresses given below. Such notice shall not be effective until
      received by the respective party.

            If to CFS:

            Mr. Gary Frazier, CEO
            Collegiate Funding Services, LLC
            4343 Plank Road, Suite 115
            Fredericksburg, Virginia 22407

            If to Bank:

            c/o Mr. Yiannis Zographakis, CFO
            The Student Loan Corporation
            750 Washington Blvd., ninth floor
            Stamford, CT 06901

23. Entire Agreement:

      This Agreement represents the entire agreement of the parties. Each of the
      parties has read and understands this Agreement, and has had the
      opportunity to have this Agreement reviewed by an attorney.

24. Term:

      The parties agree that the term of the Agreement shall be for three (3)
      years from December 1, 1999, with automatic options to extend for two (2),
      one-year periods unless one of the parties notifies the others in writing
      of their intent not to renew at least 90 days prior to the expiration of
      the contract.

      Either party may terminate this agreement upon 60 days notice upon the
      following:

      (a)   Any representation or warranty made by either party (or any of its
            officers) under or in connection with this Agreement shall prove to
            have been incorrect in any material respect when made; or

<PAGE>

      (b)   Either party shall fail to perform or observe any term covenant or
            agreement contained in this Agreement on its part to be performed or
            observed and such failure shall remain unremedied for 60 days; or

      (c)   Either party shall fail to pay an principal of or premium or
            interest on any debt or other obligation when the same becomes due
            and payable (whether by scheduled maturity, required prepayment,
            acceleration, demand or otherwise), and such failure shall continue
            after the applicable grace period, if any, specified in the
            agreement or instrument relating to such debt or obligation; or any
            other event shall occur or condition shall exist under any agreement
            or instrument relating to any such debt or obligation and shall
            continue after the applicable grace period, if any, specified in
            such agreement or instrument, if the effect of such event or
            condition is to accelerate, or to permit the acceleration of, the
            maturity of such debt or obligation; or any such debt or obligation
            shall be declared to be due and payable, or required to be prepaid
            (other than by a regularly scheduled required prepayment), redeemed,
            purchased or defeased, or an offer to prepay, redeem, purchase or
            defease such debt or obligation shall be required to be made, in
            each case prior to the sated maturity thereof; or

      (d)   Either party shall generally not pay its debts as such debts become
            due, or shall admit in writing its inability to pay its debts
            generally, or shall make a general assignment for the benefit of
            creditors; or any proceeding shall be instituted by or against
            Borrower seeking to adjudicate it a bankrupt or insolvent, or
            seeking liquidation, winding up, organization, arrangement,
            adjustment, protection, relief, or composition of it or its debts
            under any law relating to bankruptcy, insolvency or reorganization
            or relief of debtors, or seeking the entry of an order for relief or
            the appointment of a receiver, trustee, custodian or other similar
            official for it or for any substantial part of its property and, in
            the case of any such proceeding instituted against it (but not
            instituted by it), either (i) such proceeding shall remain
            undismissed or unstayed for a period of 30 days, or (ii) any of the
            actions sought in such proceeding (including, without limitation,
            the entry of an order for relief against, or the appointment of a
            receiver, trustee, custodian or other similar official for, it or
            for any substantial part of its property) shall occur; or Borrower
            shall take any corporate action to authorize any of the actions set
            forth above in this subsection (d); or

      (e)   Any judgment or order for the payment of money in excess of $100,000
            which is not covered by applicable insurance shall be rendered
            against either party and either (i) enforcement proceedings shall
            have been commenced by any creditor upon such judgment or order (ii)
            there shall be any period of 10 consecutive days during which a stay
            of enforcement of such judgment or order, by reason of pending
            appeal or otherwise, shall not be in effect; or

      (f)   Either party suspends its normal operations; or

      (g)   Either party incurs or suffers a material adverse change in its
            financial condition which, in the discretion of the other party,
            adversely affects its ability to perform

<PAGE>

            any of its obligations under the Agreement, provided however, that
            party receiving notice of termination under this subparagraph (g)
            shall have the first 30 days after receiving notice to either cure
            such adverse change or to convince the party giving notice that the
            adverse change does not affect its ability to perform under the
            Agreement.

25. Ownership Changes:

      Should ownership of either CFS or The Student Loan Corporation change by
      50% (or controlling interest) of either, notification is required within
      30 days by the party subject to the change to the other party. This
      contract is assignable by either party upon written consent of the other
      party, which consent shall not be unreasonably withheld, provided however,
      that Bank may assign this Agreement to any entity within the common
      corporate control of Citigroup, Inc. which has the power and agrees to
      perform all the duties and obligations of the Agreement.

26. Amendment:

      This Agreement may be amended only by a written instrument signed by all
      of the parties hereto. The effective date of any amendments shall be the
      date the parties have signed said instrument unless otherwise stated
      therein.

27. Binding Effect:

      This Agreement shall be binding upon and shall inure to the benefit of the
      parties and each one's permitted successors and assigns. No party may
      assign its rights or delegate its duties under this Agreement without the
      other parties' prior written consent (which shall not be unreasonably
      withheld.). Any assignment contrary to the foregoing shall be void.

28. Agency:

      The parties acknowledge that nothing herein is intended to authorize CFS
      or the Bank to enter into an agency relationship with any other entity or
      individual, including without limitation the holder of any loans to be
      consolidated or their agents, nor shall any provision hereof be
      interpreted as creating such an agency relationship or subjecting the Bank
      to any liability, loss or imputed or vicarious knowledge, liability, or
      loss in connection with any Loan made pursuant to this Agreement by reason
      of any act or omission of any such other entity or individual.

29. Default; Jurisdiction:

      Should any party default hereunder, the nondefaulting party shall be
      entitled to recover all costs of enforcing this agreement, including
      reasonable attorney's fees. This agreement shall be governed by, subject
      to, and interpreted in accordance with the laws of the State of Delaware
      without regard for its conflict of laws statute.

      Entered into as of this Fifteenth day of November, 1999.

<PAGE>

CITIBANK (NEW YORK STATE), AS TRUSTEE FOR THE STUDENT LOAN CORPORATION

By /s/ Douglas C. Webb
   ------------------------------------------------
   Douglas C. Webb
   Vice President & General Counsel Citibank (NYS)

The Student Loan Corporation

By /s/ Yiannis Zographakis
   ------------------------------------------------
   Mr. Yiannis Zographakis, CFO

COLLEGIATE FUNDING SERVICES, LLC

By /s/ Gary W. Frazier
   ------------------------------------------------
   Gary W. Frazier, CEO

<PAGE>

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.

                               AMENDMENT AGREEMENT

            This Amendment Agreement is entered into as of March 1, 2001 among
Citibank (NYS) as trustee for The Student Loan Corporation ("Bank"), The Student
Loan Corp. ("SLC") and Collegiate Funding Services, LLC ("CFS").

            WHEREAS, the Bank, SLC and CFS are parties to a certain
Consolidation Loan Origination Responsibility Agreement dated as of November 15,
1999 (the "Agreement") which provides for the marketing, servicing and funding
of Consolidation Loans made pursuant to the provisions of the Federal Family
Education Loan Program ("FFELP") through CFS's program generally known as the
Real World Consolidation Loan Program ("RWCL Program"); and

            WHEREAS, the Bank and SLC believe that the Federal Department of
Education periodically provides direct competition to the FFELP Consolidation
Loans made by private lenders through discounted rates in the Federal Direct
Loan Program ("FDL Program"); and

            WHEREAS, CFS does not agree that any past changes to the FDL Program
represents an event that could provide the basis to trigger any right to
negotiate an amendment or a right to withdraw pursuant to Section 16 of the
Agreement; and

            WHEREAS, SLC by letter dated November 7, 2000 gave notice to CFS
pursuant to the first sentence of Section 16 of the Agreement of its intention
to withdraw from the RWCL Program effective March 7, 2001 due to alleged
regulatory changes by the Federal Department of Education in Consolidation Loans
offered through the FDL Program; and

            WHEREAS, the parties desire to terminate SLC's notice of intention
to withdraw from the RWCL Program, to amend the Agreement, and to settle and
mutually release all claims of the parties with respect to such decision by SLC
and the parties' respective actions related thereto, all as hereinafter set
forth in greater detail.

            NOW THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by each party, the parties
agree as follow:

1. Bank and SLC agree to withdraw and terminate the notice of withdrawal dated
November 7, 2000 from the RWCL Program and to continue funding Consolidation
Loans made under the RWCL Program as provided in the Agreement, as modified by
the terms of this Amendment Agreement.

2. Section 11 of the Agreement (Funding) is hereby amended, effective as of
March 1, 2001, to read as follows:

      11.   Funding:

<PAGE>
                                                                               2

            The Bank and SLC agree to fund eligible RWCL Program loans offered
            by CFS based on the following schedule,

            a)    for the month of March 2001, disbursements of RWCL Program
            Consolidation Loans in an amount not to exceed [****];

            b)    for the month of April 2001, disbursements of RWCL Program
            Consolidation Loans in an amount not to exceed [****];

            c)    for the month of May 2001, disbursements of RWCL Program
            Consolidation Loans in an amount not to exceed [****];

            d)    for the remaining term of the Agreement, as amended by the
            Amendment Agreement, disbursements of RWCL Program Consolidation
            Loans shall not exceed [****] per calendar month.

The Bank and SLC shall have no obligation to fund RWCL Consolidation Loans
offered by CFS which exceed the monthly limits described above.

3. Section 12 of the Agreement (Borrower Benefits) is hereby amended effective
June 1, 2001, by deleting all of such section except the last four (4)
sentences, and inserting in lieu thereof the following:

      12.   Borrower Benefits:

            With respect to Loans made after June I, 2001, the Bank and SLC
            agree to provide incentives to Borrowers of Consolidation Loans made
            under the RWCL Program to pay their Loans in a timely manner by
            reducing the interest rate in the amount of one percent (1%) per
            annum on the Loan for the remaining term after the first 36
            consecutive on-time payments. In addition, for those Borrowers who
            elect to participate in an electronic or automatic payment program
            offered by Bank, SLC or Servicer with respect to the RWCL Program
            Consolidation Loan, Bank and SLC shall reduce the interest on such
            Loan by one-quarter percent (0.25%) per annum for such time as the
            Borrower remains in the electronic or automatic payment plan.

The last four (4) sentences of Section 12 remained unamended.

4. Section 13 of the Agreement (Application Fee) is hereby amended by reducing
the amount [****] to [****] and reducing the amount [****] to [****]; effective
for all RWCL Program Loan applications offered for funding by Bank and SLC after
June 1, 2001 on which the borrower benefits have been increased as provided in
Section 4 of this Amendment Agreement.

5. Section 14 of the Agreement (Minimum Volume Commitments) is hereby [****],
effective immediately.

<PAGE>
                                                                               3

6. Section 24 of the Agreement (Term) is hereby amended by adding at the end of
the first paragraph thereof: "Notwithstanding the foregoing, this Agreement may
be terminated on or after December 31, 2001 by Bank and SLC giving 45 days prior
written notice to CFS."

7. CFS agrees that it shall not select the RWCL Program Loan applications to be
funded by Bank and SLC on any adverse or other basis which would have the effect
of increasing the risk of loan default, increasing the risk of payment
delinquency, or on any other basis compared to all RWCL Programs Loans offered
to all participating lenders. Notwithstanding the foregoing, nothing contained
herein shall prevent CFS from placing certain loans with Bank or with other
lenders participating in the RWCL Program for the purpose of maintaining the
Average Borrower Indebtedness required by the Agreement and any agreement CFS
has or may have with any other lender.

8. CFS represents and warrants to Bank and SLC that it has not conditioned the
participation of other lenders in the RWCL Program upon Bank and SLC's continued
participation as a RWCL Program lender, and that it has not represented to
existing or potential RWCL Program lenders that Bank and SLC will remain as a
lender under the RWCL Program.

9. Settlement and Mutual Release.

      Bank (solely in its capacity as trustee), SLC and CFS acknowledge that
this Amendment Agreement and the terms contained herein are intended to resolve
all claims of the respective parties regarding SLC's decision to withdraw from
the RWCL Program as provided in its letter to CFS dated November 7, 2000 and any
other released Claims as defined below. In consideration of the execution of
this Amendment Agreement and the parties' covenants and agreements contained
therein, each of parties on behalf of itself and its successors, assigns,
parents, corporate affiliates, representatives, beneficiaries hereby release,
discharge and promise not to sue any other party or its employees, officers,
agents, successors, assigns, representatives, parents, beneficiaries or
corporate affiliates with respect to any right, claim, charge or action, whether
known or unknown, which any party may have against the other relating solely to
the proposed withdrawal of Bank and SLC from the RWCL Program as announced in
SLC's letter to CFS dated November 7, 2000, and all actions which any party may
have taken in connection therewith or response thereto, including but not
limited to the negotiation and terms of this Amendment Agreement, the reduction
in the amount of loans funded and to be funded, the reduction of the application
fees, the increase of borrower benefits, and the costs, expenses and attorney
fees related to any of the above (collectively the "Released Claims"). Each
party represents and warrants that it has been represented by counsel of its
choice, has read the terms of this settlement agreement and understands the
terms used herein. The parties together agree that this settlement and release
constitutes the entire understanding of the parties with respect to the Released
Claims.

      Nothing contained in this settlement and mutual release is intended, nor
shall it, release, remove, modify, alter, or amend any obligation, duty, or
responsibility of any party as set forth in the Agreement as modified by the
Amendment Agreement except as specifically provided in this Amendment Agreement.
It is acknowledged by the parties that the Agreement, as modified, contains
various obligations by the parties with respect to the marketing, servicing and
funding of RWCL Program loans which are not affected by the settlement and
mutual release, and that

<PAGE>
                                                                               4

the settlement and mutual release provided above is intended to release only the
Released Claims.

IN WITNESS WHEREOF, THE PARTIES HAVE SET THEIR HANDS THIS 7th DAY OF MARCH 2001.

Collegiate Funding Services, LLC

    /s/ Gary W. Frazier
-----------------------------------------------------------------
By  Gary W. Frazier
    CEO

Citibank (New York State) as trustee for The Student Loan Corporation

    /s/ Douglas C. Webb
-----------------------------------------------------------------
By  Douglas C. Webb
    Vice President
    General Counsel
    Citibank (NYS)

The Student Loan Corporation

    /s/ Steven J. Gorey
-----------------------------------------------------------------
By  Steven J. Gorey
    VP & Chief Financial Officer

<PAGE>

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.

                             2nd Amendment Agreement

      This Amendment Agreement is entered into as of November 1, 2001 among
Citibank (NYS) as trustee for The Student Loan Corporation ("Bank"), The Student
Loan Corporation ("SLC") and Collegiate Funding Services, LLC ("CFS").

      WHEREAS, the Bank, SLC and CFS are parties to a certain Consolidation Loan
Origination Responsibility Agreement dated as of November 15, 1999 (the
"Agreement") which provides for the marketing, servicing and funding of
Consolidation Loans pursuant to the provisions of the Federal Family Education
Loan Program ("FFELP") through CFS' program generally known as the Real World
Consolidation Loan Program ("RWCL Program"); and

      WHEREAS, the Agreement was amended by that certain Amendment Agreement
dated as of March l, 2001 and executed on March 7, 2001 by and between the
parties hereto; and

      WHEREAS, the parties desire to amend the Agreement as amended for the
mutual benefit of the parties, all as hereinafter set forth in greater detail.

      NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by each party, the parties agree as follow.

1. The definition of "Servicer" contained in Section 3.Q. of the Agreement is
hereby amended to read as follows:

      "Servicer" means any loan servicer identified by Bank or SLC as the
      designated loan servicer of any Loan or Loans originated under the
      Agreement. If CFS creates or acquires a student loan servicer capable of
      servicing Consolidation Loans to the reasonable satisfaction of Bank and
      SLC, which shall include the ability to support securitization reporting,
      CFS shall have the right to designate for loan servicing up to [****] per
      calendar year or [****] of the aggregate annual consolidation loan volume,
      whichever is greater, to such loan servicing entity; provided however,
      that in no event shall CFS have any right of designation if the
      outstanding dollar amount of Loans held by Bank or SLC or its
      securitization trustee and serviced at such entity exceeds [****] of the
      dollar amount of all loan balances serviced by such entity.

2. Section 11 of the Amendment Agreement (Funding) is hereby amended effective
August 1, 2001, to read as follows:

      11. Funding

The Bank and SLC agree to fund eligible RWCL loans offered by CFS based on the
following:

<PAGE>
                                                                               2

      For the term of the Agreement, as amended, Bank and SLC agree to fund
      disbursement on Loans up to but not exceeding the amount of [****] per
      calendar month or [****] per calendar year.

3. Section 12 of the Amendment Agreement (Borrower Benefits) is hereby amended,
effective August 1, 2001, to read as follows:

      12. Borrower Benefits:

      The Bank agrees to provide incentives as described in this Section 12 to
      Borrowers of Consolidation Loans made under the RWCL Program to pay their
      Loans in a timely manner. Under Borrower Incentive Plan A, after making
      the first 60 monthly scheduled payments on- time, Borrowers shall receive
      an interest rate reduction up to but not greater than the following on the
      then remaining balance of the Loan:

<TABLE>
<CAPTION>
Original Loan Balance             Interest Rate Reduction
---------------------             -----------------------
<S>                               <C>
$10,000 to $15,000                         1/4%
$15,001 to $20,000                         1/2%
$20,001 to $25,000                         3/4%
$25,001 and greater                          1%
</TABLE>

      Under Borrower Incentive Plan B, after making the first 36 monthly
      payments on-time, Borrowers shall receive an interest rate reduction up to
      but not greater than 1 % on the then remaining balance of the Loan
      regardless of the Original Loan Balance.

      Under any Incentive Plan, Borrowers must maintain on- time scheduled
      payments to continue to qualify for the rate reduction. "On- time"
      scheduled payment is considered to be one that is made prior to the 15th
      day of delinquency.

      Regardless of Incentive Plan, CFS may but is not required to offer
      Borrowers a .25% rate reduction upon the commencement of electronic
      drafting for Consolidation Loan payment purposes. Said .25% rate
      reduction, if offered, shall only apply so long as the Borrower maintains
      electronic drafting for making scheduled payments and is in active
      repayment on their Loan.

      CFS will provide Bank with written notification at least 30 days prior to
      the effective date for switching between Incentive Plans or any variation
      in the rates or terms of the effective Incentive Plan up to the maximum
      borrower discount in such plan. The Application receipt date shall, except
      to the extent the Borrower directs otherwise in writing during the 30-day
      period preceding a "changeover" of plans, determine which Incentive Plan
      terms apply to such Application.

      CFS shall have sole and exclusive responsibility and liability for
      accurately communicating to each Borrower which Incentive Plan terms apply
      to the Borrower's Loan. CFS shall clearly and conspicuously mark the
      electronic and/or paper records supporting each Loan to identify the
      Incentive Plan terms that apply to such Loan and ensure communication of
      the same to the designated Servicer.

<PAGE>
                                                                               3

      The Servicer shall reinstate disqualified Borrowers that lose their
      benefits due to Servicer error. The Servicer shall communicate to the
      Borrowers when they have achieved the rate reduction, at disqualification
      and at reinstatement, as applicable.

4. Section 13 of the Amendment, August 1, 2001, to read as follows:

      13. Application Fee:

      CFS shall receive an application fee of [****] for every successfully
      completed application under Plan A. If the bank is the original lender,
      then the fee shall be [****] for each successfully completed application
      under Plan A.

      CFS shall receive an application fee of [****] for every successfully
      completed application under Plan B. If the bank is the original lender,
      then fee shall be [****] for each successfully completed application under
      Plan B.

      The application fee shall be reduced by [****] under any program where the
      borrower is eligible for a rate reduction of 0.25% for automatic
      electronic payment and accepts the offer.

5. Section 14 (Minimum Volume Commitment) is hereby amended, effective August
1,2001, to read as follows:

      14. Minimum Volume Commitment:

      CFS shall offer to Bank Successfully Completed Applications aggregating at
      least [****] per calendar year annually. Should CFS not place with Bank
      Successfully Completed Applications totaling at least [****] per
      calendar year annually, then the Bank may cancel the contract with 120
      days notice. There shall be no other penalty for any failure by CFS to
      achieve the minimum annual disbursement figure.

6. Section 16 (Regulatory Changes) is hereby amended to read as follows:

      16. Regulatory Changes:

      If regulatory or legislative changes occur to the FFELP consolidation
      program which renders the Bank and/or CFS unable to continue the RWCL
      Program in compliance with the law, or directly and negatively impacts the
      Bank's or CFS' profit margin, the Bank and CFS shall make a good faith
      effort to restructure this Agreement to bring Bank and CFS into compliance
      with the law within the RWCL, or renegotiate the pricing structure. If
      Bank and CFS are unable to mutually agree to a restructured Agreement that
      allows them both to continue in compliance with the law at a reasonable
      profit margin, Bank and/or CFS shall have the option to withdraw from the
      RWCL Program with 120 days prior written notice to the other. If
      legislative or regulatory changes prohibit, limit or alter the
      compensation provisions for the services rendered by CFS to Bank, either
      party shall have the option to negotiate an amendment to the Agreement or
      withdraw from the RWCL Program with 120 days prior notice to the other
      party.

<PAGE>
                                                                               4

7. Section 20 (Representations, Warranties and Covenants of CFS) is hereby
amended to read as follows:

            K.    The Loans made and selected for consolidation with Bank and
      SLC have not been made or selected based on the school or type of school
      attended by the borrower, the payment delinquency status of loans being
      consolidated, adverse FICO scores, or marketing directed specifically at
      loans held by Bank or SLC.

8. The amendment to Section 24 (Term) as contained in the Amendment Agreement is
hereby revoked. The first paragraph of Section 24 (Term) is hereby amended to
read as follows:

      The parties agree that the term of the Agreement, as amended hereby, shall
      be from the date first written above until the close of business on
      December 31, 2004.

9. Nothing contained in this 2nd Amendment Agreement is intended, nor shall it,
release, remove, modify, alter, or amend any obligation, duty, or responsibility
of any party as set forth in the Agreement as modified by the Amendment
Agreement except as specifically provided in this 2nd Amendment Agreement. It is
acknowledged by the parties that the Agreement, as amended, contains various
obligations by the parties with respect to the marketing, servicing and funding
of RWCL Program loans. This 2nd Amendment Agreement may be executed in
counterparts, each of which may be a fax copy of an original but all of which,
taken together, shall constitute one and the same instrument

IN WITNESS WHEREOF, the parties have set their hands this 19th day of October
2001.

Collegiate Funding Services, LLC

/s/ J. Barry Morrow
----------------------------------------------------------
By  Barry Morrow
    ------------------------------------------------------
    President

Citibank (New York State) as trustee for The Student Loan Corporation

/s/ Douglas C. Webb
----------------------------------------------------------
By  Douglas C. Webb
    ------------------------------------------------------
    Vice President
    General Counsel
    Citibank (NYS)

The Student Loan Corporation

/s/ Bill Beckmann
----------------------------------------------------------
By  Bill Beckmann
    ------------------------------------------------------
    Chairman

<PAGE>

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.

                             3rd Amendment Agreement

This Amendment Agreement is entered into as of May 7, 2002 among Citibank (New
York State), as Trustee for The Student Loan Corporation ("Bank"), The Student
Loan Corporation ("SLC") and Collegiate Funding Services, LLC ("CFS").

WHEREAS the Bank, SLC and CFS are parties to a certain Consolidation Loan
Responsibility Agreement dated as of November 15, 1999 (the "Agreement") which
provides for the marketing, servicing and funding of Consolidation Loans
pursuant to the provisions of the Federal Family Education Loan Program
("FFELP") through CFS' program generally known as the Real World Consolidation
Loan Program ("RWCLP"); and

WHEREAS the Agreement was amended by that certain Amendment Agreement dated as
of March l, 2001 and executed March 7, 2001 and by the 2nd Amendment Agreement
dated as of November 1, 2001 and executed November 19, 2001 by and between the
parties; and

WHEREAS the parties desire to amend the Agreement for the mutual benefit of the
parties as hereinafter set forth in greater detail.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each party, the parties agree as
follows:

1. Section 11 of the 2nd Amendment Agreement is hereby amended effective July 1,
2002, to read as follows:

      "11. Funding.

      The Bank and SLC agree to fund eligible RWCL loans offered by CFS based on
the following:

      For the term of the Agreement, as amended, Bank and SLC agree to fund
disbursement on Loans up to but not exceeding [****] per calendar month and up
to but not exceeding [****] per calendar year 2002, and up to but not exceeding
[****] per calendar month and up to [****] per calendar year thereafter for the
remaining term of the Agreement."

2. Nothing contained in this 3rd Amendment Agreement is intended, nor shall it,
release, remove, modify, alter, or amend any obligation, duty, or responsibility
of any party as set forth in the Agreement as modified by the Amendment
Agreement or the 2nd Amendment Agreement except as specifically provided in this
3rd Amendment Agreement. It is acknowledged by the parties that the Agreement as
amended, contains various obligations by the parties with respect to the
marketing, servicing, and funding of RWCL Program loans.

<PAGE>
                                                                               2

3. This 3rd Amendment Agreement may be executed in counterparts, each of which
may be a fax copy of an original but all of which, when taken together, shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have set their hands this day of June, 2002.

Collegiate Funding Services, LLC

            /s/ J. Barry Morrow
            -------------------
                J. Barry Morrow
            Chief Executive Officer

Citibank (New York, State) as trustee for The Student Loan Corporation

By:    /s/ Bill Beckmann
       ------------------------
Name:  Bill Beckmann
Title: Chairman

The Student Loan Corporation

By:    /s/ Bill Beckmann
       ------------------------
Name:  Bill Beckmann
Title: Chairman

<PAGE>

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.

                             4th Amendment Agreement

This Amendment Agreement is entered into as of July 25, 2002 among Citibank (New
York State), as Trustee for The Student Loan Corporation ("Bank"), The Student
Loan Corporation ("SLC") and Collegiate Funding Services, LLC ("CFS").

WHEREAS the Bank, SLC and CFS are parties to a certain Consolidation Loan
Responsibility Agreement dated as of November 15, 1999 (the "Agreement") which
provides for the marketing, servicing and funding of Consolidation Loans
pursuant to the provisions of the Federal Family Education Loan Program
("FFELP") through CFS' program generally known as the Real World Consolidation
Loan Program ("RWCLP"); and

WHEREAS the Agreement was amended by an Amendment Agreement dated as of March 1,
2001 and executed March 7, 2001, by the 2nd Amendment Agreement dated as of
November 1, 2001 and executed November 19, 2001, and by a 3rd Amendment
Agreement dated as of May 7, 2002 and executed July 25, 2002 by and between the
parties; and

WHEREAS the parties desire to further amend the Agreement for the mutual benefit
of the parties as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each party, the parties agree as
follows:

1.    Section 12 of the 2nd Amendment Agreement is hereby amended effective July
25, 2002, to add an additional Incentive Plan C by adding the following
paragraph between the paragraph beginning " Under Incentive Plan B..." and that
paragraph beginning "Under any Incentive Plan..." to read as follows:

      "Under Borrower Incentive Plan C, after making the first 48 monthly
      payments on time, Borrower shall receive an interest rate reduction up to
      but not greater than 1% on the remaining balance of the Loan regardless of
      the original Loan Balance.

2.    Section 13 of the 2nd Amendment Agreement is hereby amended effective July
25, 2002, to add the following paragraph between the 2nd and 3rd paragraph of
Section 13:

      "CFS shall receive an application fee of [****] for every successfully
      completed application under Plan C. If the Bank is the original lender,
      then the fee shall be [****] for each successfully completed application
      under Plan C.

      If a Loan is a consolidation of a previous Loan that CFS originated for
      Bank that includes an additional loan of the borrower that is added to the
      original Loan to constitute the new

<PAGE>
                                                                               2

      Loan, then CFS shall receive an application fee of [****] for every
      successfully completed application under either Plans A, B or C."

3.    This 4th Amendment Agreement may be executed in counterparts, each of
which may be a fax copy of an original but all of which, when taken together,
shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have set their hands this __ day of July 2002.

Collegiate Funding Services, LLC

            /s/ J. Barry Morrow
            --------------------
               J. Barry Morrow
            Chief Executive Officer

Citibank (New York, State) as trustee for The Student Loan Corporation

By:    /s/ Douglas C. Webb
       ----------------------------
Name:  Douglas C. Webb
Title: Vice President and General Counsel Citibank (NYS)

The Student Loan Corporation

By:    /s/ Yiannis Zographakis
       ----------------------------
Name:  Yiannis Zographakis
Title: Chief Executive Officer

<PAGE>

                             5th Amendment Agreement

This Amendment Agreement is entered into as of August 20, 2002 among Citibank
(NYS) as Trustee for The Student Loan Corporation ("Bank"), The Student Loan
Corporation ("SLC") and Collegiate Funding Services, LLC ("CFS").

WHEREAS the Bank, SLC and CFS are parties to a certain Consolidation Loan
Responsibility Agreement dated as of November 15, 1999 (the "Agreement") which
provides for the marketing, servicing and funding of Consolidation Loans
pursuant to the provisions of the Federal Family Education Loan Program
("FFELP") through CFS' program generally known as the Real World Consolidation
Loan Program ("RWCLP"); and

WHEREAS the Agreement was amended by a 1st Amendment Agreements dated as of
March 1, 2001 and executed March 7, 2001, by the 2nd Amendment Agreement dated
as of November 1, 2001 and executed November 19, 2001, by a 3rd Amendment
Agreement dated as of May 7, 2002 and executed July 25, 2002 and by a 4th
Amendment Agreement dated as of July 25, 2002 and executed July 31, 2002 by and
between the parties.

WHEREAS the parties desire to further amend the Agreement for the mutual benefit
of the parties to permit CFS to offer any or all of the Borrower Incentive Plans
at any time as hereinafter set forth in greater detail.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each party, the parties agree as
follows:

Section 12 of the 2nd and 4th Amendment Agreements are hereby amended, effective
November 12, 2002, to read as follows:

"12. Borrower Benefits:

The Bank agrees to provide incentives as described in this Section 12 to
Borrowers of Consolidation Loans made under the RWCL Program to pay their Loans
in a timely manner. Under Borrower Incentive Plan A, after making the first
60monthly scheduled payments on-time, Borrowers shall receive an interest rate
reduction up to but not greater than the following on the remaining balance of
the Loan:

<TABLE>
<CAPTION>
Original Loan Balance                       Interest Rate Reduction
---------------------                       -----------------------
<S>                                         <C>
$10,000 to $15,000                                   1/4%
$15,001 to $20,000                                   1/2%
$20,001 to $25,000                                   3/4%
$25,001 and greater                                    1%
</TABLE>

Under Borrower Incentive Plan B, after making the first 36 monthly payments
on-time, Borrowers shall receive an interest rate reduction up to but not
greater than 1% on the then remaining balance of the Loan regardless of the
Original Loan Balance.

<PAGE>
                                                                               2

Under Borrower Incentive Plan C, after making the first 48 monthly payments on
time, Borrower shall receive an interest rate reduction up to but not greater
than 1% on the remaining balance of the Loan regardless of the Original Loan
Balance.

CFS may offer one or more of the Borrower Incentive Plans at any time during the
term of this Agreement.

Under any Borrower Incentive Plan, Borrowers must maintain on-time scheduled
payments to continue to qualify for the rate reduction. "On-time" scheduled
payment is considered to be one that is made prior to the 15th day of
delinquency.

Regardless of Borrower Incentive Plan, CFS may, but is not required to offer
Borrowers a 0.25% rate reduction upon the commencement of electronic drafting
for Consolidation Loan payment purposes. Said 0.25% rate reduction, if offered,
shall only apply so long as the Borrower maintains electronic drafting for
making scheduled payments and is in active repayment on their Loan.

CFS shall have the sole and exclusive responsibility and liability for
accurately communicating to each Borrower which Borrower Incentive Plans apply
to the Borrower's Loan. CFS shall clearly and conspicuously mark the electronic
and/or paper records supporting each Loan to identify the Borrower Incentive
Plan terms that apply to such Loan and ensure communication of same to the
designated Servicer. CFS will invoice the corresponding Borrower Incentive
Plan's associated application fee.

The Servicer shall reinstate disqualified Borrowers that lose their benefits due
to Servicer error. The Servicer shall communicate to the Borrowers when they
have achieved the rate reduction, at disqualification and at reinstatement, as
applicable."

2.    This 5th Amendment Agreement may be executed in counterparts, each of
which may be a fax copy of an original but all of which, when taken together,
shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have set their hands this 12th day of November
2002.

Collegiate Funding Services, LLC

   /s/ J. Barry Morrow
-----------------------
    J. Barry Morrow
Chief Executive Officer

Citibank (New York State) as Trustee for The Student Loan Corporation

By: /s/ Theodore Heinrich
   ----------------------
Name: Theodore Heinrich
Title: Vice President/ CFO

<PAGE>
                                                                               3

The Student Loan Corporation

By: /s/ Christeen Rahmlow
   ---------------------------
Name: Christeen Rahmlow
Title: Vice President