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Agreement Between Student Loan Marketing Assn.

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EXPORTSS(R) AGREEMENT
of
JULY 1, 2000


BETWEEN


STUDENT LOAN MARKETING ASSOCIATION
11600 Sallie Mae Drive
Reston, VA 20193


AND


FLEET NATIONAL BANK
(solely in its capacity as trustee for the
AMS Education Loan Trust)
111 Westminster Street
Providence, RI 02903


and


ACADEMIC MANAGEMENT SERVICES, INC.
One AMS Place
463 Swansea Drive
Swansea, MA 02777-0100


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OUR AGREEMENT This is an Agreement between the Student Loan Marketing
Association (Sallie Mae, we, us, our), Fleet National Bank, as
Trustee for the AMS Education Loan Trust under Trust Agreement
dated February 3, 1994. "Together we" or "we both" refer to
both parties. Academic Management Services, Inc. ("AMS") joins
in the execution of this document to agree to the provisions
hereof and to authorize Fleet National Bank to enter into this
Agreement as trustee ("Trustee"). The Agreement defines how we
will provide services to originate and service your loans, and
the conditions under which we will purchase them. Terms whose
first occurrence are in italics are defined in Section 23.


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TABLE OF CONTENTS


PART I LOAN ORIGINATION AND LOAN SERVICING


SECTION 1 Loan Origination SECTION 2 Delivery of Loans Not Originated by Sallie Mae SECTION 3 Sallie Mae's Servicing Responsibilities SECTION 4 Lender's Additional Responsibilities for Loan
Origination and Servicing SECTION 5 Compensation to Sallie Mae SECTION 6 Right of Inspection SECTION 7 Allocation of Liabilities SECTION 8 Relationship of Parties


PART II LOAN SALES


SECTION 9 Types of Sales SECTION 10 Additional Obligations of the Lender SECTION 11 Sales Conditions and Procedures SECTION 12 Closing of Sale SECTION 13 Post-Sale Obligations of the Lender SECTION 14 Rejection of Loans SECTION 15 The Lender's Repurchase Obligation


PART III GENERAL PROVISIONS


SECTION 16 Representations and Warranties of the Lender SECTION 17 Representations and Warranties of Sallie Mae SECTION 18 Payment of Expenses and Taxes SECTION 19 Communications and Notices SECTION 20 Legislative Changes SECTION 21 Termination SECTION 22 Other Provisions SECTION 23 Definitions SECTION 24 Trustee Provisions SECTION 25 Termination of Prior Agreement


ATTACHMENTS


ATTACHMENT A Schedule of Fees ATTACHMENT B Officer a Certificate ATTACHMENT C Bill of Sale ATTACHMENT D Representations and Warranties of the Lender
with Respect to Loan ATTACHMENT E-1 Blanket Endorsement ATTACHMENT E-2 Power of Attorney ATTACHMENT F Purchase Price Information ATTACHMENT G Names for Facsimile Signature


PART I - LOAN ORIGINATION AND LOAN SERVICING


SECTION 1 LOAN ORIGINATION


We will process student loan applications and originate
student loans on your behalf according to the requirements of
the Higher Education Act of 1965 as amended (the Act) and any
related Regulations. We will continue this origination process
until termination of such obligation under Section 21. In
addition, together we agree to the following:


APPLICATIONS TO We will only be required to process completed applications BE PROCESSED from students who attend schools on your list of approved
schools. You agree to provide this list with a signed original
of this Agreement. You can add or delete names from the list
by notifying us in writing or in another manner we specify. We
will not unreasonably withhold our agreement to add such other
schools. We will only process Loans of less than $250 if they
are Serial Loans.


PROCEDURES FOR We will review all applications sent to us on your behalf for PROCESSING completeness and the requirements the Guarantor has specified. APPLICATIONS We will send properly completed applications to the Guarantor
for approval. If an application is not completed properly, we
will use our best efforts to contact the applicant by
telephone or in writing to complete it properly, using our
standard procedures.


If the application is not corrected or resubmitted properly
within 90 days after the end of the loan period, we will
terminate the application on our system.


DISBURSING We will disburse Loan proceeds when an application is approved LOANS BY CHECK by the Guarantor. We will report to you the amounts to be OR MASTER CHECK disbursed. Funds for these Loans will be drawn from your bank
account. We will also transmit from your bank account all
insurance


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premiums that are due to the Guarantor on a Loan. Refunded
insurance premiums that we receive will be promptly credited
to your bank account.


We may disburse Loans by master check to schools that indicate
to us that they desire to receive Loan disbursements by such
method. If we learn that a Guarantor requires that you enter
into agreements with it or with schools to which we will
disburse Loans by master check, we will notify you. You agree
to enter into such required agreements and to give us copies
when signed. You will be responsible for paying all fees, if
any, charged by a Guarantor in connection with disbursement of
Loan proceeds by master check. We will send the master check
to each school together with a disbursement roster containing
the information required by the Act and Guarantor, and we will
send you a copy of the portion of the disbursement roster that
lists information for your Borrowers. You acknowledge and
agree that, in accordance with the Act and Regulations, the
school will be responsible for obtaining the Borrower's
authorization for the release of Loan proceeds.


You will be responsible for ensuring that sufficient funds are
in your bank account to cover all disbursements and insurance
premiums. You also agree to maintain and reconcile this bank
account.


DISBURSING If you approve a particular school to receive disbursements by LOANS BY EFT EFT, then if that school is eligible and approved by us to
receive funds by EFT (which approval shall not be unreasonably
withheld), we may send funds to that school by EFT in
accordance with the requirements of the Guarantor or
Disbursement Agent. If we learn that a Disbursement Agent
requires that you enter into agreements with it or with
schools to which we will disburse


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Loans by EFT, we will notify you. You agree to enter into such
required agreements and to give us copies when signed. If you
learn that any of your approved schools have become ineligible
for EFT disbursements, or if any of the agreements you entered
into with any Guarantor or Disbursement Agent have been
terminated, you must notify us in writing immediately. If you
want us to stop EFT disbursements to any particular school or
to change the method of origination for any particular
school, you also must notify us in writing. We will process
such change as promptly as possible. You are responsible for
paying all fees charged by a Disbursement Agent in connection
with disbursement of Loan proceeds by EFT.


We will report to you the amounts that are to be disbursed.
You hereby grant us a limited power of attorney to initiate a
debit entry to your account in order to fund all loan
disbursements and other payments we make by EFT on your
behalf, and you agree to sign a confirming written
authorization in the form attached to this Agreement. We may
retain EFT funds as escrow agent (with the rights and
responsibilities set forth in the Act and Regulations) for up
to 3 business days before we initiate either a wire transfer
or a credit entry to the school's account. We will send a
disbursement roster to the school containing the information
required by the Act and Guarantor, and we will send you a copy
of the portion of the disbursement roster that lists
information for your Borrowers. If you or the school want us
to send the disbursement roster by overnight delivery method,
we may charge you for the actual cost of such delivery. You
acknowledge that, in accordance with the Act and Regulations,
the school will be responsible for obtaining the Borrower's
authorization for the release of Loan proceeds.


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For Loans that you want to be disbursed using escrow services
offered by a Disbursement Agent, we will inform you whether we
are capable of using such Disbursement Agent's escrow services
and which of the duties and responsibilities that we would
normally perform will instead be performed by such
Disbursement Agent. You acknowledge that we may use as the
disbursement date for such Loans the date that funds were
provided (or were scheduled to be provided) to the
Disbursement Agent and that we will treat such Loans for all
purposes as having been disbursed by EFT, unless either (i)
the Guarantor or the Secretary otherwise directs or (ii) we
conclude that the Act or Regulations otherwise require. You
acknowledge that the escrow services offered by a Disbursement
Agent may alter or diminish our origination, administrative,
and servicing duties and responsibilities under this
Agreement, in which event we will have no responsibility or
liability for performing the services that are to be performed
by such Disbursement Agent. If a Guarantor notifies us that it
will be taking over any or all of the origination or
disbursement services that we would normally perform for you,
we may allow the Guarantor to perform such services, in which
case we will no longer have responsibility or liability for
such services.


USE OF You also hereby authorize us to process Loan applications that LAUREATE(R) we receive through Laureate that designate you as the lender, INTERNET-BASED and to originate such student loans through Laureate on your LOAN behalf. You acknowledge that (i) we may not be able to ORIGINATION AND originate Loans through Laureate for attendance at any DISBURSEMENT particular school on your approved school list unless such SERVICES school has also elected and agreed to participate with us both
in the Laureate loan origination and disbursement process, and
(ii)


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if a school has elected to participate with us both in the
Laureate loan origination and disbursement process,
originations for attendance at that school will be made
through Laureate. We will continue to originate Loan
applications that we receive through Laureate until the
earlier of (i) the date we stop offering Laureate origination
services to schools and lenders, (ii) the date Part I of the
Agreement is terminated, or (iii) a date that is 60 days after
we receive written notice from you directing us to stop
originating through Laureate (either in whole or with respect
to a particular school). Any such termination shall only be
applicable with respect to loans that we have not yet begun to
process through Laureate as of the effective date of such
termination. You acknowledge that all features and functions
of Laureate are the property of Sallie Mae and/or its
affiliates, and you waive any claim of ownership with respect
thereto. You agree to take appropriate security measures to
protect the security of passwords, to monitor your staff,
including but not limited to those persons designated as the
primary and secondary contacts, for unauthorized use of the
Laureate functions, and to restrict passwords and access to
Laureate to the appropriate staff. You agree that use of
Laureate shall be limited to authorized employees and that in
no event shall you take action to permit a third party to use
Laureate.


LAUREATE INCLUDES FUNCTIONS AND INFORMATION THAT ARE SUBJECT
TO CHANGE WITHOUT NOTICE. IF ANY SUCH CHANGE WILL PREVENT THE
DISBURSEMENT OF LENDER'S LOAN THROUGH LAUREATE, SALLIE MAE
WILL PROMPTLY NOTIFY YOU. SALLIE MAE WANTS THE FUNCTIONS AND
INFORMATION TO BE AS UP-TO-DATE AND ACCURATE AS POSSIBLE, BUT
WE CANNOT GUARANTEE, AND WE EXPRESSLY DO NOT WARRANT, THAT THE
INFORMATION YOU MAY OBTAIN FROM OUR


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INTERNET SITE IS ERROR-FREE OR THAT YOUR ACCESS TO OUR
INTERNET SITE WILL BE UNINTERRUPTED, OR THAT MATERIAL
ACCESSIBLE FROM THIS SITE IS FREE OF VIRUSES.


ADVANCES We may advance funds on your behalf if sufficient funds are
not in your bank account on the day we are scheduled to draw
from your account. You agree that such advances will benefit
your student loan program, and you agree to repay the entire
amount of such advances, together with a finance charge that
we may impose at the Prime Rate, when we request repayment,
provided such request is made promptly.


LOAN If a Loan is cancelled after a check has been issued, we will CANCELLATION promptly notify you to void the check. If we determine that a AND LOST CHECKS check has been lost we will issue a new check and notify you
to void the lost check. For Loans disbursed by master check or
EFT, we will use our best efforts to obtain the return of the
disbursed funds for each Cancelled Loan that we know of so
that we can process a cancellation. We will promptly return to
you any funds relating to Cancelled Loans that are returned by
the school to us, as well as any other funds pertaining to
Loan disbursements that the school returns to us. If Loan
funds are returned by the school or by a Guarantor directly to
you, or if you learn that the Loan should be cancelled, you
must notify us so that we may process a cancellation.


SERVICES OF You acknowledge that we may subcontract with our affiliate, SALLIE MAE Sallie Mae Servicing Corporation, to perform some or all of AFFILIATE the origination and/or servicing activities that we are to
perform under this Agreement. Notwithstanding any such
subcontracting, Sallie Mae will remain liable to you, to the
extent set forth in this Agreement, for all such origination
and/or servicing activities


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that are performed by Sallie Mae Servicing Corporation. To the
extent Sallie Mae Servicing Corporation performs any such
origination and/or servicing activities, it will have the same
authority granted to us in, and will perform such activities
in compliance with the standards set forth in, this Agreement.
You also agree that all liability limitations set forth in
this Agreement shall apply equally to Sallie Mae Servicing
Corporation as well as to Sallie Mae.


EFFECT OF When our origination obligations are terminated under Section TERMINATION 21, we will no longer have an obligation to process additional
applications and disburse Loans, but we will continue to
process applications in our possession at that time. If this
Agreement is terminated because of an Insolvency Event, we may
cease processing applications and disbursing all Loans
immediately. See Section 21 for additional effects of
termination.


SECTION 2 DELIVERY OF LOANS NOT ORIGINATED BY SALLIE MAE


At any time during the Commitment Period, you may request that
we service Eligible Loans that you own but that we did not
originate. We will not be obligated to service these
additional Loans if the sum of the following exceeds the
Commitment Amount:


Principal Balance of the Loans already originated by Sallie
Mae;


PLUS Principal Balance of Loans that have not been originated by
Sallie Mae for which you have requested servicing;


PLUS Principal Balance of Loans reasonably expected to be
originated by Sallie Mae.


STEP 1 You will notify us that you wish us to service your additional
Loans and will provide us with


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a summary of these Loans including the Loan program type(s),
the approximate number of both Borrowers and Loans, and the
approximate total Principal Balance of the Loans.


STEP 2 We will consult with you to schedule a mutually agreeable
delivery date on which the documentation for the additional
Loans should be delivered to us and by what delivery method.


STEP 2 To the extent Loan documentation is provided to us, we will
examine the Loan documentation and work with you to correct
any problems we discover that prevent a Loan from being an
Eligible Loan. You agree to notify us of any such problems of
which you are aware.


STEP 4 We will notify you of any Loans that have problems that cannot
be resolved to our reasonable satisfaction and may, at our
discretion, return these Loans to you.


SECTION 3 SALLIE MAE'S SERVICING RESPONSIBILITIES


We will service all of the Loans we originated for you and
those additional Loans we did not originate but accepted for
servicing. We will continue servicing your Loans until each
Loan is either purchased or rejected for purchase under Part
II of this Agreement even after the end of the Commitment
Period.


COMPLIANCE We will service all Loans in accordance with the Act and
Regulations.


INQUIRIES AND We will respond promptly to any inquiries from the Borrower, REPORTS the Guarantor, the Secretary, or the Borrower's school
regarding Loans we are servicing for you. We will also file,
or prepare for you to file, all reports, claims, and billing
statements for those Loans required by the Guarantor or the
Secretary. We will send you copies of these reports,


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claims and billing statements at your request. However, you
will be responsible for preparing and paying the cost of the
annual lender audit report required by the Secretary.


We will also provide you with our standard reports for lenders
generated by our system. If you request a non-standard
report, we will estimate our actual cost to provide such
report, and only if you agree in advance to pay such cost,
will we provide such report.


LOAN PAYMENTS We will process all Loan payments from the Borrowers,
Guarantor, and Secretary that we receive. We will deposit
these payments and transfer funds to your bank account monthly
by an automated clearing house transfer.


FACSIMILE You authorize Sallie Mae to affix the facsimile signatures of SIGNATURES the persons named in Attachment G to this Agreement on your
checks used by Sallie Mae to originate Loans on your behalf.
You will honor any check bearing such a facsimile signature
that matches the signature of such person(s) on file with you.


SECTION 4 LENDER'S ADDITIONAL RESPONSIBILITIES FOR LOAN ORIGINATION
AND SERVICING


APPLICATION You agree to prepare and distribute application packages in a PACKAGES form reasonably acceptable to us that comply with the Act and
the Regulations.


DISBURSEMENT You agree to notify us if any checks drawn on the disbursement CHECKS bank account remain outstanding more than 90 days, and to stop
payment on any checks we identify for cancellation.


FORWARDING If you receive any communications or payments on a Loan that COMMUNICATIONS we are servicing for you, you agree to forward the AND PAYMENTS communication or the payment to us within 2 business days.


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POWER OF By signing this Agreement, you grant Sallie Mae all reasonably ATTORNEY necessary authority to act as your agent and attorney-in-fact
for originating or servicing Loans that we are servicing for
you. Sallie Mae's powers under this provision do not include
the right to waive strict compliance with the terms of the
Loan by the Borrower. You agree to execute a specific
power-of-attorney if required by the Guarantor or the
Secretary.


INQUIRIES You agree to cooperate with us, as necessary, to respond
promptly to inquiries concerning Loans.


GUARANTOR You agree to furnish us with copies of all agreements between AGREEMENTS you and the Guarantor that affect the Loans that we originate
or service for you.


SECTION 5 COMPENSATION TO SALLIE MAE


BASIC FEES Upon receipt of a monthly itemized bill from us, you agree to
pay us the fees listed in Attachment A until the end of the
Commitment Period.


FEES AFTER THE After the end of the Commitment Period, you will remit to COMMITMENT Sallie Mae, on a monthly basis, origination and servicing fees PERIOD which will be at a rate equal to the fees charged immediately
prior to the end of the Commitment Period, increased by 10%.
We also retain the right to increase such fees on each
anniversary of the expiration of the Commitment Period by 10%
of the then-applicable fees.


LINKAGE FEES We will advise you prior to using any electronic linkage with
a Guarantor for which a fee is charged. If you elect to use
this linkage, you will reimburse us for any fees we incur for
use of that linkage on your behalf.


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LATE FEE If any bill is not paid within 30 days of its date, you agree
to pay a late fee of 1.5% for each month or part of a month
you are late with your payment.


SECTION 6 RIGHT OF INSPECTION


You or your agent, or any governmental agency having authority
over your business, may examine or audit our books and records
for origination and servicing of your Loans. You agree to give
us at least 10 business days' notice of such examination or
audit if possible, to schedule it during normal business hours
if possible, and to reimburse us for any reasonable costs we
incur for these activities.


If such agency provides you with fewer than 10 business days'
notice, then we will still allow you to examine or audit such
books and records provided we are given no fewer than 5
business days' notice (or fewer if under court order or
required for you to comply with the Act). You recognize that
we may not be able to assign personnel to, and otherwise
prepare for, such an examination or audit on fewer than 5
business days' notice.


SECTION 7
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