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                                                                    EXHIBIT 10.7

                               Amendment Agreement

      This Amendment Agreement is entered into as of August 1, 2001 among First
Union National Bank of Delaware ("Lender"), The Education Resources Institute
("TERI"), SunTech, Inc. (the "Servicer") and Collegiate Funding Services, L.L.C.
("CFS"), collectively the "Parties".

      WHEREAS, the Lender, TERI, Servicer and CFS are Parties to various
agreements to promote and operate CFS' Real World Private Consolidation Loan
Program ("RWPCL Program") including the Private Consolidation Loan Origination
Responsibility Agreement dated as of June 12, 2001, the Guaranty Agreement dated
January 27, 1997, as amended, and the Master Origination and Servicing Agreement
dated January 18, 2001, as amended (the "Agreements") which provide for the
marketing, funding, insuring and servicing of consolidation of private education
loans; and

      WHEREAS, the Agreements each include as an exhibit or attach, or refer to,
certain Underwriting, Origination, and Servicing Guidelines for the Real World
Private Consolidation Loan Program adopted as of June 12, 2001 (the
"Regulations"); and

      WHEREAS, the Parties desire to amend the Agreements and/or the Regulations
as they may apply to the Agreements 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.    On page 4 of the Regulations, the last bullet "United States
citizenship...." Is hereby amended to read in its entirety:

      "United States citizenship or permanent residency - required for either
      the Borrower or the Co-Borrower."

      2.    On page 5 of the Regulations, part "A. Citizenship" is hereby
amended to read in its entirety:

      "The Borrower or the Co-Borrower must be a U.S. citizen or a permanent
      resident of the United States. This U.S. citizen requirement will be
      deemed satisfied if the `Yes' box is marked by the Borrower or, if
      applicable, the Co-Borrower in item 4. or 20., respectively, of the
      Private Consolidation Loan Application and Promissory Note. No further
      verification is needed. If the Borrower or the Co-Borrower IS a Permanent
      Resident, then the Originator must verify Permanent Residency status with
      the Certification of U.S. Citizenship (INS form N-560 or N-561). The
      Originator will forward documentation of Permanent Residency to the
      Servicer along with the Borrower file."

      3.    The Following procedures will be followed to establish the
definitive payoff amount for each underlying loan sought to be included in the
RWPC Loan in all instances in which a Payoff Request Form ("PORF") is not
obtained to support an underlying loan. When

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obtained, a PORF shall supercede any and all other loan payoff/balance
documentation that may be obtained and render unnecessary the process,
procedures and requirements described below:

            A.    For each Application, CFS shall transmit to the Borrower a
                  copy of the attached "Borrower Certification of Private Loan
                  Balance" form ("Borrower Certification Form"). When CFS
                  receives a completed Borrower Certification Form it will
                  compare the payoff balance for each underlying loan supplied
                  thereon with the balance for the corresponding loan on the
                  Borrower's credit bureau report obtained no more than 90 days
                  before receipt of the Borrower Certification Form. See
                  attachment "A" for the approved Borrower Certification Form.
                  In instances where the loan reported by the Borrower is not
                  listed on a credit bureau, CFS must follow the documentation
                  requirement contained in Paragraph 3(D) below.

            B.    If CFS determines that the Borrower-verified balance on the
                  Borrower Certification Form for a particular underlying loan
                  is equal to or less than 105% of the balance for such loan
                  indicated on the credit bureau report, the Parties shall
                  accept the lesser of the Borrower certified balance or the
                  credit bureau report balance as the accurate "pay-off" amount
                  for such loan. The Borrower Certification Form or credit
                  bureau report, as applicable, shall constitute the sole proof
                  of the "payoff balance" required for such underlying loan. The
                  Borrower Certification Form and Borrower Certification of
                  Payoff Balance Comparison Worksheet (Attachment C) shall be
                  included in the Borrower File delivered by CFS to the
                  Servicer. The requirement to collect a Payoff Request Form
                  ("PORF"), and include the same in the Borrower File, is waived
                  for underlying loans described in this paragraph 3(B). See
                  attachment "B" for the hardcopy documentation requirements.

            C.    If CFS determines that the balance on the Borrower
                  Certification Form for a particular underlying loan is more
                  than 105%, but less than or equal to 110%, of the balance for
                  such loan indicated on the credit bureau report, CFS shall
                  call the Borrower and encourage and assist the Borrower in
                  obtaining written loan payoff balance documentation from the
                  holder(s) of such loan (see Attachment "B" for the acceptable
                  documentation). Such written documentation shall constitute
                  the sole proof of the "payoff balance" required for such
                  underlying loan and shall, along with the Borrower
                  Certification Form and Borrower Certification Comparison
                  Worksheets, be included in the Borrower File delivered by CFS
                  to the Servicer. The requirement to collect a Payoff Request
                  Form ("PORF"), and include the same in the Borrower File, is
                  waived for underlying loans described in this paragraph 3(C).

            D.    If CFS determines that balance on the Borrower Certification
                  Form for a particular underlying loan is more than 110% of the
                  balance for such loan indicated on the credit bureau report,
                  or if the borrower's loan amount does not appear in the credit
                  bureau trade-line, CFS will only include such loans in the
                  Consolidation Loan if it obtains the Pay-Off Request Form(s)
                  from the current holder/servicer/lender, and in such event the
                  PORF shall constitute the sole

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                  acceptable proof of the "payoff balance" for such affected
                  loan and shall, be included in the Borrower File delivered by
                  CFS to the Servicer.

            E.    In its review of the Borrower File as required under the
                  Master Origination and Servicing Agreement dated January 18,
                  2001, as amended, Servicer shall verify that the File contains
                  each form of document for each underlying loan as noted by CFS
                  on the BORROWER PAYOFF CERTIFICATION OF EDUCATION LOAN
                  BALANCES VERIFICATION CHECKLIST (attached hereto as Attachment
                  D). Servicer shall have no obligation whatsoever to
                  investigate or otherwise verify the accuracy of the
                  information contained on any Attachment D; it being understood
                  that Servicer's sole obligation under this paragraph is to
                  verify that CFS forwarded each of the documents that CFS
                  listed on Attachment D.

            F.    As long as this Section 3 is in effect, Lender and TERI shall
                  accept the Borrower certification contained in the
                  Application/ Promissory Note and in the Borrower Certification
                  as acceptable certification that the loans listed for
                  consolidation on such documents were used for qualifying
                  education purposes.

            G.    For each RWPC Loan, the principal loan amount covered by
                  TERI's Guarantee shall equal the aggregate amount of the
                  underlying loan payoff balances (including interest/fees)
                  listed on the (i) Borrower Certification Form, credit bureau
                  report or PORF, as applicable for underlying loans described
                  in Section 3(B) above, (ii) Attachment B documentation or
                  PORF, as applicable, for underlying loans described in Section
                  3(C), and (iii) the PORF for underlying loans described in
                  Section 3(D), provided that the principal amount of such
                  Guarantee shall in no event exceed the principal amount of the
                  RWPC loan actually disbursed by the Lender.

            H.    When the loan payoff balance for one or more underlying loans
                  included in a RWPC Loan is supported by a Borrower
                  Certification Form and/or Attachment B documentation, such
                  original underlying loan(s) shall be deemed by the Parties to
                  be non-TERI-guaranteed loans for purposes of calculating the
                  TERI guaranty fee pursuant to "IV. Payment of Guaranty Fees to
                  TERI" of the Regulations.

            I.    All parties agree that the Borrower Certification Form process
                  outlined in Sections 3(A)-(H) is subject to termination by
                  TERI and Lender effective on any October 1st during the term
                  of the Agreement. To become effective, notice of such
                  termination must be given to CFS no less than thirty (30) days
                  prior to the desired October 1st termination date. Lender may
                  also terminate the Borrower Certification Form process
                  outlined in Sections 3(A)-(H) at anytime upon 10 days written
                  notice to CFS if more than two percent (2%) of Borrower Files
                  provided by CFS to Servicer in any particular calendar month
                  do not at the time of initial submission to Servicer include
                  the completed Borrower Certification of Payoff Balance
                  Comparison Worksheet, the Borrower Certification Form and, as
                  applicable, the alternative hardcopy documentation required
                  under Paragraph 3(C), or the PORF required under Paragraph
                  3(D), provided further that such noncompliance persists for
                  three (3) consecutive calendar months. Servicer's

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                  document exceptions list provided to CFS pursuant to Section
                  6(D) of the Private Consolidation Loan Origination
                  Responsibility Agreement dated as of June 12, 2001 shall,
                  absent clear and convincing evidence to the contrary, be
                  conclusive proof of whether the PORF, or, in the absence of
                  such PORF as contemplated in Paragraphs 3(B) & (C), whether
                  the Borrower Certification of Payoff Balance Comparison
                  Worksheet, the Borrower Certification Form, and solely for
                  underlying loans described in Paragraph 3(C) the alternative
                  hardcopy documentation required thereunder, were contained in
                  the Borrower Files at time of submission to Servicer. Any
                  termination under this paragraph 3(I) shall terminate
                  application of sections 3(A) through 3(H) above on a
                  prospective basis only and the Parties will thereafter, with
                  respect to all Consolidation Loans that have not had at least
                  one disbursement issued prior to the effective date of
                  termination, revert to the PORF process originally outlined in
                  the Agreements.

      4.    CFS will supply to Lender each week a list of loan applications
(identifying borrower name, SSN, and payoff balance) with tolerances between
105.00% and 110.01% submitted for funding by CFS during the previous calendar
week. CFS will provide to Lender within 5 business days of Lender's request all
of the required loan payoff documentation for a random sample of Loans funded by
Lender in any month for no more than 50 Loans (i.e., as applicable, the copy of
the Borrower Certification Forms, the credit reports used to determine the
payoff variance percentages, the Borrower Certification Comparison of Balance
Payoff Worksheets, the PORFs, and the alternative hardcopy documentation
required under Paragraph 3(C)).

      5.    Except as explicitly set forth herein, nothing in this 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
Agreements. This 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.

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IN WITNESS WHEREOF, the Parties have set their hands hereto.

FIRST UNION NATIONAL BANK OF DELAWARE ("Lender")

    /s/ Ricardo Ramirez
    -----------------------------------
By: Ricardo Ramirez

COLLEGIATE FUNDING SERVICES, LLC ("CFS")

    /s/ W. Clark McGhee
    -----------------------------------
By: W. Clark McGhee

THE EDUCATION RESOURCES INSTITUTE (TERI)

    /s/ Ann S. Coles
    -----------------------------------
By: Ann S. Coles

SUNTECH, INC. ("Servicer")

    /s/ Malcolm Lightsey
    -----------------------------------
By: Malcolm Lightsey

ATTACHMENTS: Attachment "A" - Borrower Certification Form
             Attachment "B" - Payoff Documentation
             Attachment "C" - Borrower certification of Payoff Balance
                              Comparison Worksheet
             Attachment "D" - Borrower Payoff Certification of Education Loan
                              Balances Verification Checklist

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                               AMENDMENT AGREEMENT

Amendment to the Agreement dated as of August 1, 2001, among First Union
National Bank of Delaware ("Lender"), The Education Resources Institute
("TERI"), Suntech, Inc (the "Servicer") and Collegiate Funding Services, L.L.C.
("CFS"), collectively the "Parties". This Amendment is made effective this 20th
day of February, 2002.

Section 3 - Paragraph B shall be amended to read as follows with respect to all
RWPCL loans not already funded as of the date of this Amendment:

If CFS determines that the Borrower-verified balance on the Borrower
Certification Form for a particular underlying loan is equal to or less than
105% of the balance for such loan indicated on the credit bureau report, the
Parties shall accept the greater of the Borrower certified balance or the credit
bureau report balance as the accurate "pay-off" amount for such loan. The
Borrower Certification Form or credit bureau report, as applicable, shall
constitute the sole proof of the "payoff balance" required for such underlying
loan. The Borrower Certification Form and Borrower Certification of Payoff
Balance Comparison Worksheet (Attachment C) shall be included in the Borrower
File delivered by CFS to the Servicer. The requirement to collect a Payoff
Request Form ("PORF"), and include the same in the Borrower File, is waived for
underlying loans described in this paragraph 3(B). See attachment "B" for the
hardcopy documentation requirements.

FIRST UNION NATIONAL BANK OF DELAWARE

    /s/ Ricardo Ramirez
    -----------------------------------
By: Ricardo Ramirez
Date: 7-15-02

COLLEGIATE FUNDING SERVICES, LLC

    /s/ W. Clark McGhee
    -----------------------------------
By: W. Clark McGhee
Dated: 7/10/02

THE EDUCATION RESOURCES INSTITUTE (TERI)

    /s/ Sherry Penney
    -----------------------------------
By: Sherry Penney
Dated: 7/10/02

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SUNTECH, INC.

/s/ Malcolm B. Lightsey
-----------------------------------
By: Malcolm B. Lightsey
Dated: 7/15/02