and U.S. Bank, N.A. as Trustee for Education Loans, Inc. Sioux Falls, SD

Exhibit 10.19

AGREEMENT TO GUARANTEE LOANS

Agreement Between

Michigan Higher Education Assistance Authority
Michigan Guaranty Agency

and

U.S. Bank, N.A. as Trustee for Education Loans, Inc.
Sioux Falls, SD

__________________________________________________________________
(Lender Name and City)

THIS AGREEMENT dated this 30th day of January, 2002, between the Michigan Higher
Education Assistance Authority, an autonomous agency of the Michigan Department
of Treasury, with its component unit, the Michigan Guaranty Agency, both located
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the "Authority");

and

U.S. Bank, N.A. as Trustee for Education Loans, Inc.
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Financial Institution

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Address

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City, State, Zip (the "Lender")

833405
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Lender Code Number

▇▇-▇▇▇▇▇▇▇
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EIN (Federal Tax / Employer ID #)

RECITALS

1. One of the purposes of the Authority is to assist persons in meeting their
expenses of postsecondary education or to assist a parent of a dependent person
who meets the requirements for a loan, by guaranteeing in accordance with Title
IV of the Higher Education Act of 1965 (20 u.s.c. (S)1071 et seq), as amended,
and any regulations promulgated pursuant thereto (the "Higher Education Act"),
the principal and interest of a loan pursuant to MCL 390.951 et seq; MSA
15.2097(1) et seq (the "Act").

2. The Authority is desirous of stimulating the lending of money to assist
students in obtaining a postsecondary school education.

3. The Lender is desirous of participating in the program of the Authority
that establishes the policies and procedures for implementing and maintaining a
loan guaranty under the provisions of the Act and applicable federal law and
regulations (the "Guaranty Loan Program") and, as a result, obtain a guaranty
from the Authority for each qualified loan made under the Higher Education Act
(the "Student Loans").

THEREFORE, in consideration of the Student Loans the Lender makes or holds under
the terms of the Guaranty Loan Program and the guaranty of the Student Loans
provided by the Authority, and in further consideration of the mutual covenants
provided herein, the parties agree as follows:

AGREEMENT

1. Guaranty of Student Loan

The Authority agrees to issue a guaranty in accordance with the Higher Education
Act for principal and interest of all promissory notes evidencing loans to be
made or acquired under the Guaranty Loan Program by the Lender, provided that
the guaranty would not cause the aggregate amount of the unpaid principal of all
notes guaranteed by the Authority under the Guaranty Loan Program to exceed the
guaranty capacity of the Authority for the Guaranty Loan Program, as required by
paragraph 4 of this Agreement.

Nothing contained in this Agreement shall obligate the Lender to make or acquire
any particular loan or number of loans under the Guaranty Loan Program.

2. Lender Representations and Warranties

A. The Lender agrees that it will accelerate or extend the maturity of each
note evidencing a loan made by it in accordance with the terms of such note,
this Agreement, and the Guaranty Loan Program.

B. The Lender will pay any required guaranty fee authorized by the Act or the
regulations promulgated under the Act, as determined by the Authority or the
applicable federal agency, of each Student Loan issued under the Guaranty Loan
Program.

C. The Lender will exercise reasonable care and diligence in the making or
acquiring, servicing and collection of Student Loans.

D. The Lender will not only comply with all provisions of the Agreement but
also with the Loan Procedures Manual, as in effect from time to time, issued by
the Authority and incorporated herein by reference.

E. The Lender shall make its books, records, and other written materials with
respect to each Student Loan guaranteed under this Agreement available for
inspection by the Authority, including but not limited to, all loan
applications, payment history, promissory notes, evidence of guaranty, evidence
of timely disbursement, Disclosure Statements, and any other loan documents
available for inspection by the Authority and shall cooperate with any
reasonable monitoring, audit, or investigation related to the Agreement.

F. The Lender will comply with all applicable federal and state laws and
regulations, including, but not limited to, the "due diligence" requirements or
other requirements of any of those laws and regulations pertaining to the
origination, disbursement, servicing, accounting, reporting and collecting of
each Student Loan.

G. The Lender shall not alter the terms of any promissory note guaranteed
under this Agreement, except as otherwise provided in paragraph 2(A) of this
Agreement and the Guaranty Loan Program.

H. The Lender is an eligible lender as that term is defined in the Higher
Education Act.

I. Each Student Loan which is to be guaranteed is an "Eligible Loan" incurred
by an "Eligible Student" for attendance at an "Eligible Institution" as those
terms are defined in the Higher Education Act.

J. The Lender does not discriminate on the basis of race, creed, sex, color or
national origin, or against any particular class or category of borrowers by
requiring that, as a condition for receipt of a loan, the student or his or her
family maintain a business relationship with the Lender.

K. This Agreement constitutes a valid and binding obligation of the Lender
enforceable in accordance with its terms.

3. Guaranty

A. In the event of a default of payment with respect to any promissory note
guaranteed under this Agreement, and upon the Authority's receipt from the
Lender of a notice of default and request for reimbursement, the Authority will
promptly p ay to the Lender the percentage required by the Higher Education Act
of the unpaid balance of principal and interest due thereon.

B. In the event that a borrower on a note guaranteed under this Agreement
shall file a petition in bankruptcy or have a petition filed against him or her,
or the borrower shall die or become totally and permanently disabled, the
Authority will promptly pay to the Lender the percentage required by the Higher
Education Act of the unpaid balance of principal and interest due thereon.

C. The Lender shall make diligent collection efforts (as required by the
Higher Education Act) before demanding payment by the Authority.

D. The Authority agrees that it will comply with all applicable federal and
state laws and regulations, and the Authority's rules and regulations, in
performing its obligations under this Agreement.

E. This Agreement constitutes a valid and binding obligation of the Authority
enforceable in accordance with its terms.

4. Reserve Requirements

The Authority will hold and maintain as a capital reserve cash or marketable
securities at an amount sufficient to guarantee loans in accordance with the
Higher Education Act and the Act, as long as the Lender is the holder of any
note evidencing a loan made under the Guaranty Loan Program.

5. Remedies

A. The Lender and the Authority agree that if either shall violate or fail to
comply with any of the terms of this Agreement, the other party may recover all
damages for the violation or failure to comply sustained by the non-breaching
party.

B. In addition to the remedies set forth in paragraph 5(A), the parties shall
have all remedies available at law or in equity including, but not limited to,
immediate termination of this Agreement, equitable relief by way of injunction
(mandatory or prohibitory), prevention of the breach or threatened breach of any
provisions of this Agreement, or enforcement of performance thereof. All of the
remedies provided by paragraph 5 shall be cumulative, and the exercise by the
parties of any one or more of them shall not in any way alter or diminish the
rights of the parties to any other remedy provided by this or other agreements
or by law. In the event of any default or breach of this Agreement, the
non-breaching party shall be entitled to reimbursement of all the costs for
enforcing any of such terms, including any reasonable or necessary attorney's
fees.

6. Termination

This Agreement may be terminated by either party upon not less than sixty (60)
days written notice to the other party; provided, however, that any termination
of this Agreement shall comply with the Higher Education Act. Obligations
incurred under this Agreement prior to the effective date of the termination
shall not be affected by such termination.

7. Compliance with Federal Regulations

If the Lender fails to comply with the Act and is limited, suspended or
terminated by the Secretary of the U.S. Department of Education from
participating as an Eligible Lender under the Higher Education Act, then this
Agreement and the Lender's participation with the Authority under the Guaranty
Loan Program will likewise be immediately limited, suspended, or terminated. The
sixty (60) day written termination notice is not applicable under this
provision.

8. Loan to Minors

The parties agree that any person otherwise qualifying for a loan shall not be
disqualified to receive a loan guaranteed by the Authority by reason of his or
her being a minor. For the purpose of applying for, receiving and repaying a
loan, any minor shall be deemed to have full legal capacity to act and shall
have all the rights, powers, privileges and obligations of a person of full age
with respect thereto, pursuant to Section 8 of the Act.

9. Not a State Obligation

Obligations incurred under this Agreement by the Authority are not obligations
of the State of Michigan.

10. Unenforceable Provisions

Any provision of this Agreement which is prohibited, unenforceable or
not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or
non-authorization without invalidating the remaining provisions hereof or
effecting the validity, enforceability or legality of such provisions in any
other jurisdiction.

11. Notices

Any notices required or authorized by this Agreement shall be sent by regular
mail to the following address:

If to Lender: U.S. Bank, N.A. as Trustee for Education Loans, Inc.
▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

If to Authority: Michigan Higher Education Assistance Authority
▇.▇. ▇▇▇ ▇▇▇▇▇
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12. Amendment to Agreement

(a) This Agreement can only be amended by a formal amendment made in writing
and executed by both parties except as provided in subsection (b) of this
section 12.

(b) Non-material changes not adverse to the lender and changes deemed by the
Authority, upon advice of its counsel, to be necessary to comply with the
requirements of the Higher Education Act and the Act may be made by the
Authority and shall become effective upon the lender's receipt of notice of such
changes.

13. Governing Law

The Agreement shall be governed by and interpreted in accordance with the laws
of the State of Michigan.

14. No Personal Liability

No officer or employee of the Authority or the State of Michigan,
including any person executing the Agreement, shall be liable personally under
the Agreement or subject to any personal liability for any reason relating to
the execution of the Agreement. Likewise, no officer or employee of the Lender,
including any person executing the Agreement, shall be liable personally under
the Agreement or subject to any personal liability for any reason relating to
the execution of the Agreement.

15. Indemnification

If the Lender shall violate or fail to comply with any applicable law or
governmental regulation with respect to a Student Loan or participation in the
Guaranty Loan Program, then the Lender shall indemnify and hold the Authority,
including any member, officer or employee, harmless against any and all claims
asserted, including any liability, cost or expense, including reasonable counsel
fees, incurred in any action or proceeding brought by reason of any claim
arising or resulting from, or in any way connected with, such violation or
failure to comply on the part of the Lender, except if the claim results from
the willful misconduct or sole negligence of the Authority.

The parties have executed the
Agreement by their duly authorized
officers as of

January 30, 2002
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For The Lender

By: __________________________________
Its: ▇▇▇ ▇▇▇▇▇▇, CORPORATE TRUST
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OFFICER
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(Title)

For the Michigan Higher
Education Assistance Authority

By: __________________________________
H. ▇▇▇▇ ▇▇▇▇▇▇

Its: __________________________________
Executive Director

CONSOLIDATION LOAN PROGRAM
CERTIFICATE OF COMPREHENSIVE GUARANTEE COVERAGE

THIS CERTIFICATE is entered into as of the 30th day of January, 2002, by and
between the Michigan Higher Education Assistance Authority (the "Authority") and
U.S. Bank. N.A. as Trustee for Education Loan, Inc. ("Lender") for certain
Consolidation Loans made pursuant to Title IV of the Higher Education Act of
1965 (20 U.S.C.(S) 1071 et seq.) as amended and in effect from time to time. The
Authority and the Lender agree and certify as follows:

1. As used herein, the following words will have the meanings respectively
indicated:

"Agreement" means the Agreement to Guarantee Consolidation Loans between the
Authority and the Lender, and any amendments thereto.

"Certificate" means this Certificate of Comprehensive Guarantee Coverage issued
by the Authority to the Lender in accordance with the Act.

2. In this Certificate, unless the context or this Certificate otherwise
requires, all definitions and other provisions of the Agreement are controlling.
This Certificate is hereby incorporated into the Agreement and made a part
thereof.

3. If the Lender complies with the requirements of the Act, the Agreement, and
this Certificate, the Authority will make its Guarantee available to the Lender
to partially insure the Lender against loss of principal and interest on
Consolidation Loans originated by the Lender. The aggregate amount of such
Guarantee shall at no time exceed $2,000,000.00; provided, however, that upon
receipt of a written request of the Lender, the Authority may increase the
aggregate amount of such Guarantee.

4. The issuance by the Authority of Guarantees for Consolidation Loans
originated by the Lender under the Consolidation Loan Program is made in
reliance on the representations of the Lender contained in this Certificate and
the Agreement. The continuance of Guarantees issued by the Authority for
Consolidation Loans is conditioned upon continued compliance by each and every
holder of such Consolidation Loan with applicable laws and regulations. The
delegation of one or more functions to a servicing agency or another party does
not relieve the Lender of its responsibilities in administering Consolidation
Loans.

5. No Consolidation Loan originated by the Lender will be covered by the
Authority's Guarantee unless and until the Lender has determined, in accordance
with reasonable and prudent business practice, with respect to each Eligible
Student Loan being consolidated (i) that each such Eligible Student Loan is a
legal, valid, and binding obligation; (ii) that each such Eligible Student Loan
was originated and serviced in compliance with applicable laws and regulations;
and (iii) with respect to all Eligible Student Loans made, insured, or
guaranteed under the Act, that the insurance or guarantee on each such Eligible
Student Loan is in full force and effect.

6. With respect to Consolidation Loans guaranteed pursuant to this
Certificate, the Lender shall submit such reports to the Authority as the
Authority may reasonably require to carry out its responsibilities under the
Act.

7. All claims on Consolidation Loans guaranteed pursuant to this Certificate
and all related administrative functions to be performed by the Authority
pursuant to this Certificate and the Agreement, shall be processed or performed
by the Authority or its contractors at offices located in Lansing, Michigan or
at such other office of the Authority or its contractors as may be designated by
the Authority.

8. The Lender may offer to the Eligible Borrower and establish such
alternative repayment terms on a Consolidation Loan as will promote the
objectives of the Consolidation Loan Program; provided, however, that such
alternative repayment terms are in accordance with the Act and the Agreement.

9. This Certificate shall be in effect, subject to the Act and the Agreement,
from the date first above written until expiration of the authority in the Act
to make or Guarantee Consolidation Loans, but no later than December 31, 2005.
Termination of the Agreement terminates this Certificate.

10. If the Lender, prior to the expiration of this Certificate, no longer
proposes to make Consolidation Loans, the Lender will so notify the Authority in
order that this Certificate may be terminated (without affecting the insurance
on any Consolidation Loan made prior to such termination).

11. Except with respect to Consolidation Loans that have been guaranteed by the
Authority and continue to be outstanding under this Certificate, this
Certificate may be terminated by either party with or without cause upon not
less than ninety (90) calendar days prior express written notice to the other
party. Such termination will not affect any Notes which are outstanding or
duties undertaken prior to the effective date of the termination.

IN WITNESS WHEREOF, the Michigan Higher Education Assistance Authority and the
Lender have each caused this Certificate of Comprehensive Guarantee Coverage to
be executed by their respective authorized officers and to take effect on the
date first above written.

U.S. Bank, N.A. as Trustee for MICHIGAN HIGHER EDUCATION
Education Loans, Inc. ASSISTANCE AUTHORITY

________________________________________ ______________________________________
Authorized Signature Authorized Signature

▇▇▇ ▇▇▇▇▇▇, CORPORATE TRUST OFFICER H. ▇▇▇▇ ▇▇▇▇▇▇, Executive Director
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Printed Name and Title Printed Name and Title

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Address

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▇▇▇▇, ▇▇▇▇▇, ▇▇▇

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Lender Code Number

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EIN (Federal Tax / Employer ID #)

CONSOLIDATION LOAN PROGRAM
AGREEMENT TO GUARANTEE CONSOLIDATION LOANS

THIS AGREEMENT is entered into as of the 30/th/ day of January, 2002, by and
between the Michigan Higher Education Assistance Authority, an autonomous agency
of the Michigan Department of Treasury, with its component unit, the Michigan
Guaranty Agency, both located in Lansing, Michigan (collectively, the
"Authority") and U.S. Bank, N.A. as Trustee for Education Loans, Inc.
("Lender").

WITNESSETH

WHEREAS, the Authority has entered into a reinsurance agreement with the U.S.
Secretary of Education pursuant to the Act (as hereinafter defined); and

WHEREAS, the Authority maintains facilities for the provision of guarantee
services with respect to approved loans made to Eligible Borrowers for the
consolidation of their obligations with respect to Eligible Student Loans; and

WHEREAS, the Authority is desirous of making its consolidation loan guarantee
program and related services available to the lender, subject to the terms and
conditions set forth herein; and

WHEREAS, the Lender is desirous of using its facilities in order to arrange for
the lending and borrowing of money for the purpose of enabling Eligible
Borrowers to consolidate their obligations with respect to Eligible Student
Loans through the Consolidation Loan Program of the Authority in the manner
described in this Agreement; and

WHEREAS, the Lender has full power and authority to contract for the performance
of such guarantee services, qualifies as an "eligible lender" under the Act for
the making of Consolidation Loans and is prepared to engage in the transactions
contemplated by this Agreement;

NOW, THEREFORE, in consideration of the initial Consolidation Loan which the
Lender makes hereunder, and in further consideration of the foregoing premises
and the mutual covenants contained in this Agreement, and of other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Authority and the Lender agree as follows:

ARTICLE I DEFINITIONS

As used herein, the following words will have the meanings respectively
indicated:

"Act" means Title IV of the Higher Education Act of 1965 (20 U.S.C.(S) 1071 et
seq.), as amended and in effect from time to time, or any successor enactment
thereto, and the effective regulations promulgated thereunder and any binding
directives issued by the U.S. Department of Education.

"Agreement" means this Agreement to Guarantee Consolidation Loans between the
Authority and the Lender and any amendments thereto.

"Borrower" means an Eligible Borrower who is the maker of a Note and who obtains
a Consolidation Loan from the Lender in accordance with the Act, the
Certificate, and this Agreement.

"Certificate" means the instrument of comprehensive insurance coverage issued by
the Authority in accordance with the Act and executed by the Lender.

"Consolidation Loan" means a disbursement of money, contingent upon an agreement
to repay, made by the Lender pursuant to Section 428C of the Act (20 U.S.C. (S)
1078-3), or any successor enactment thereto, and this Agreement.

"Consolidation Loan Program" means the procedures for implementing and
maintaining each Consolidation Loan guaranteed under the provisions of the Act,
applicable law and regulations and as otherwise agreed to by and between the
Lender and the Authority in accordance with this Agreement.

"Default" means with respect to any Note, the occurrence of any event which
shall constitute a default under the terms of the Act.

"Eligible Borrower" means an "eligible borrower" of a Consolidation Loan as
described in the Act.

"Eligible Student Loan" means an education loan eligible for consolidation as
described in the Act.

"Federal Reinsurance" means the risk assumed by the Federal government as set
forth in the Act.

"Guarantee" means a commitment by the Authority to pay the Lender a percentage
of the unpaid principal balance plus accrued unpaid interest of a Consolidation
Loan, as provided by the Act, upon submission by the Lender of a valid claim and
supporting documentation in accordance with the Act, the Consolidation Loan
Program, and the Certificate.

"Limitation" means an action taken by the Authority which restricts the Lender's
participation in the Consolidation Loan Program.

"Note" means a promissory note of a Borrower for a Consolidation Loan set forth
upon the appropriate form approved by the Authority which note meets the
criteria set forth in the Act.

"Suspension" means the temporary ineligibility of the Lender from participation
in the Consolidation Loan Program.

"Termination" means the removal of the Lender from participation in the
Consolidation Loan Program.

ARTICLE II PROGRAM ADMINISTRATION

A. By this Agreement, the Authority and the Lender agree to participate in the
Loan Consolidation Program as follows:

1. The Lender agrees to make Consolidation Loans or cause Consolidation Loans
to be made only to Eligible Borrowers pursuant to the terms of the Consolidation
Loan Program;

2. The Authority agrees to provide for the Guarantee of Consolidation Loans
which have been processed in accordance with the terms of the Consolidation Loan
Program; and

3. The Authority agrees to provide administrative services for the continued
maintenance of each Consolidation Loan Guaranteed as required by the
Consolidation Loan Program and the Act.

B. A Consolidation Loan may be Guaranteed only if the Lender fully complies
with the terms and conditions for Consolidation Loans as set forth in the Act.

C. Administrative services that the Authority will provide for the Lender
under the Consolidation Loan Program are as follows:

1. The provision of management and information reports for the Lender;

2. The provision of preclaims assistance and claims processing; and

3. The provision of all other services and duties required to be performed by
a guarantor under the Act with respect to Consolidation Loans under the
Consolidation Loan Program. Such services and duties will be performed by the
Authority until the Consolidation Loans are paid in full, settled, written off,
or subrogated.

D. The Lender agrees that, with respect to all Consolidation Loans made or
acquired under the Consolidation Loan Program of the Authority and all Notes
held or acquired by the Lender from time to time:

1. It will exercise or cause to be exercised reasonable care and diligence in
the making, servicing, and collection thereof, as prescribed in this Agreement
and the Certificate.

2. It will originate a Consolidation Loan to an Eligible Borrower (on request
of that Borrower) only if the Eligible Borrower certifies that he or she has no
other application pending for a Consolidation Loan and (i) it holds an
outstanding Eligible Student Loan of that Eligible Borrower that has been
selected by the Eligible Borrower for consolidation, or (ii) the Eligible
Borrower certifies that he or she has sought and has been unable to obtain a
Consolidation Loan with income-sensitive repayment terms acceptable to the
Eligible Borrower from the holders of the Eligible Student Loans (which are so
selected for consolidation) of that Eligible Borrower.

3. It will make use of the Note and such other forms approved by the
Authority;

4. It will cause each Consolidation Loan originated by it to bear interest on
the unpaid principal balance of such loan at an annual rate that is less than or
equal to the rate specified by the Act;

5. It will cause each Consolidation Loan originated by it to be subject to
repayment in accordance with the terms of the Certificate and the Act;

6. It will cause each Consolidation Loan originated by it to be made in an
amount which is equal to the sum of the unpaid principal, accrued unpaid
interest, collection charges, and late charges of all Eligible Student Loans
received by the Borrower and selected for consolidation, and which is not less
than the minimum amount required for the eligibility of the Borrower under the
Act;

7. It will cause the proceeds of each Consolidation Loan originated by the
Lender to be paid by the Lender to the holder or holders of the Eligible Student
Loans received by the Borrower and selected for consolidation in order to
discharge the liability of the Borrower on such Eligible Student Loans;

8. It will offer a choice of repayment schedules, established by the Lender in
accordance with the Act, to the Borrower;

9. It will comply with all Federal and state laws and regulations applicable
thereto, including but not limited to the Federal Fair Credit Reporting Act and
the Equal Credit Opportunity Act; and

10. It will provide promptly to the Authority such information and reports as
may from time to time be reasonably requested by the Authority.

E. The Lender will, pursuant to the direction of the authority, repay or cause
the repayment to the U.S. Department of Education of any special allowance (as
described in the Act) received by the Lender under the Act to which the Lender
is not rightfully entitled.

F. By this Agreement, the Authority and the Lender agree that upon the filing
of a claim by the Lender, such claim shall be processed in the following manner;

l. In the event of a Default, the Lender will follow (or cause to be followed)
the procedure set forth in the Act. The Authority does not Guarantee payment by
the Borrower of any delinquency charges imposed for late payments and will not
pay the Lender any such delinquency charges. Upon receipt by the Authority from
the Lender (or servicer) of a request for claim reimbursement form together with
the Note (assigned to the Authority) and evidence satisfactory to the Authority
that the Consolidation Loan evidenced by such Note was originated and serviced,
and collection efforts were made, in accordance with applicable laws and
regulations, the Authority will pay to the Lender the percentage of the amount
of the unpaid balance of principal and interest due on such Note under the terms
of the Act (other than any portion of such interest payable by the U.S.
Department of Education under the Act) provided the Lender has complied in all
material respects with the requirements of the Consolidation Loan Program, the
Certificate, and this Agreement. The Authority will succeed to all the rights of
the Lender under such Note.

2. Upon the filing of a valid claim, other than a Default claim, as defined in
the Act, the Authority will pay to the Lender the percentage of the amount of
the unpaid balance of principal and interest due on such Note under the terms of
the Act (other than any portion of such interest payable by the U.S. Department
of Education under the Act) provided the Lender has complied in all material
respects with the requirements of the Consolidation Loan Program, the
Certificate, and this Agreement.

G. The Authority reserves the right, upon ninety (90) calendar days written
notice, to charge to the Lender a fee, or increase any fee charged the Lender,
to cover the costs to the Authority of guaranteeing new Consolidation Loans
pursuant to this Agreement and the Certificate.

H. Nothing contained in this Agreement will obligate the Lender to certify,
cause to certify or acquire any particular Consolidation Loan or number of
Consolidation Loans under the Consolidation Loan Program.

I. The Lender will permit the U.S. Secretary of Education or the Authority or
both to examine during normal business hours all Loan records and files, upon
reasonable notice and at reasonable intervals, for the purpose of verifying the
accuracy of information provided by the Lender under the Act and in order to
conduct an audit and compliance review.

ARTICLE III REPRESENTATIONS, WARRANTIES AND
COVENANTS BY THE LENDER

The Lender represents and warrants to, and covenants with, the Authority that:

A. The Lender is a duly authorized "eligible lender" under the Act in every
state in which it is originating Consolidation Loans under the Act as well as
the state in which it is organized and incorporated and has authorized the
execution and delivery of this Agreement.

B. The Lender is and will continue to qualify at all times during the term of
this Agreement as an "eligible lender" under the Act.

C. The Lender will, at all times, conform its actions, policies and procedures
to the Act, this Agreement, and all applicable Federal and state laws and
regulations.

ARTICLE IV REMEDIES

B. In addition to the remedies set forth in paragraph IV(A), the parties shall
have all remedies available at law or in equity including, but not limited to,
immediate termination of this Agreement, equitable relief by way of injunction
(mandatory or prohibitory), prevention of the breach or threatened breach of any
provisions of this Agreement, or enforcement of performance thereof. All of the
remedies provided by Article IV shall be cumulative, and the exercise by the
parties of any one or more of them shall not in any way alter or diminish the
rights of the parties to any other remedy provided by this or other agreements
or by law. In the event of any default or breach of this Agreement, the
non-breaching party shall be entitled to reimbursement of all the costs for
enforcing any of such terms, including any reasonable or necessary attorney's
fees.

ARTICLE V COMPLIANCE WITH FEDERAL REGULATIONS

If the Lender fails to comply with the Act and is limited, suspended or
terminated by the Secretary of the U.S. Department of Education from
participating as an Eligible Lender under the

Higher Education Act, then this Agreement and the Lender's participation with
the Authority under the Guaranty Loan Program will likewise be immediately
limited, suspended, or terminated. The sixty (60) day written termination notice
is not applicable under this provision.

ARTICLE VI LOAN TO MINORS

ARTICLE VII NOT A STATE OBLIGATION

Obligations incurred under this Agreement by the Authority are not obligations
of the State of Michigan.

ARTICLE VIII UNENFORCEABLE PROVISIONS

Any provision of this Agreement which is prohibited, unenforceable or not
authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or effecting the validity,
enforceability or legality of such provisions in any other jurisdiction.

ARTICLE IX AMENDMENT TO AGREEMENT

This Agreement can only be amended by a formal amendment made in writing and
executed by the parties hereto.

ARTICLE X NO PERSONAL LIABILITY

No officer or employee of the Authority or the State of Michigan, including any
person executing the Agreement, shall be liable personally under the Agreement
or subject to any personal liability for any reason relating to the execution of
the Agreement. Likewise, no officer or employee of the Lender, including any
person executing the Agreement, shall be liable personally under the Agreement
or subject to any personal liability for any reason relating to the execution of
the Agreement.

ARTICLE XI TERMINATION

Except with respect to Loans which have been Guaranteed by the Authority and
continue to be outstanding under this Agreement, this Agreement may be
terminated by either party with or without cause upon not less than sixty (60)
calendar days written notice to the other party. Such termination will not
affect any Notes that are outstanding or duties arising prior to the effective
date of the termination.

ARTICLE XII LIMITATION OF LIABILITY AND INDEMNIFICATION

A. If the Lender violates or fails to comply with any applicable law or
governmental regulations in respect of a Loan or participation in the
Consolidation Loan Program, then the Lender agrees to assume liability for, and
does hereby indemnify, protect, and keep harmless the Authority, its successors
and assigns, from and against, any and all liabilities, losses, and claims,
imposed on, incurred by, or asserted against the Authority, relating to or
arising out of such violation or failure by the Lender to comply, regardless of
whether the Authority purchased such Consolidation Loan from the Lender.

B. The liability of the Authority under this Agreement shall be limited to
payment of the Guarantee under Paragraph F of Article II of this Agreement and
this shall constitute its sole liability under this Agreement. The Authority
shall not be liable for any indirect, incidental or consequential damages
(including but not limited to lost profits, lost revenue, or failure to realize
expected savings) regardless of the form of the action and whether such damages
are foreseeable.

ARTICLE XIII MISCELLANEOUS

A. Assignment/Subcontract. This Agreement will inure to the benefit of and be
binding upon the parties and their respective successors and assigns; provided,
however, that:

1. The Agreement may not be assigned in whole or in part by the Authority
without the prior express written consent of Lender, which consent will not be
unreasonably withheld;

2. The Lender shall not assign any rights or obligations under the Agreement
in whole or in part without the prior express written consent of the Authority
which consent will not be unreasonably withheld.

B. Amendment. Except as otherwise provided in this Agreement, this Agreement
may not be varied by oral agreement, but only by an instrument in writing
executed by both parties.

C. Waiver of Rights. No failure by any party to exercise, or any delay in
exercising, and no course of dealing with respect to any right of such party or
any obligation of any other party under this Agreement will operate as a waiver
thereof, unless, and only to the extent, agreed to in writing by all parties
hereto. Any single or partial exercise by any party of its rights shall not
preclude such party from any other or further exercise of such right or the
exercise of any other right. Any single or partial waiver by any party of any
obligation of any other party under this Agreement will constitute a waiver of
such obligation only as specified in such waiver and will not constitute a
waiver of any other obligation.

D. Cumulative Remedies. Except as otherwise provided in this Agreement, no
remedy by the terms of this Agreement conferred upon or reserved to a party is
intended to be exclusive of any other remedy, but each and every such remedy
shall be cumulative and in addition to every other remedy given under this
Agreement or existing at law or in equity or by statute on or after the date of
this Agreement including, without limitation, the right to such equitable relief
by way of injunction, mandatory or prohibitory, to prevent the breach or
threatened breach of any of the provisions of this Agreement or to enforce the
performance hereof.

E. Severability. Any provision of this Agreement which is held to be
prohibited, unenforceable, or not authorized by any court of competent
jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition, unenforceability, or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability, or
legality of such provision in any other jurisdiction.

F. Governing Law. This Agreement is governed by, interpreted, construed and
enforced in accordance with the laws of the State of Michigan.

This Agreement constitutes the entire agreement between the parties and
supersedes any and all prior agreements, written or oral, not incorporated
herein, with respect to the subject matter of this Agreement. All prior
writings, correspondence, memoranda, agreements, representations, statements,
warranties, covenants, negotiations, and undertakings, express or implied, of
any kind or character whatsoever with respect to the subject matter of this
Agreement are superseded hereby.

G. Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be deemed to have been given if sent by first class mail,
overnight carrier, facsimile, or personal delivery, addressed (i) if to the
Authority, to Michigan Higher Education Assistance Authority, ▇.▇. ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (ii) if to the Lender, at the address indicated in this
Agreement, or (iii) at such other address as the party to be notified has
designated upon reasonable notice. Notices made pursuant to this paragraph by
facsimile, overnight carrier, or personal delivery will be deemed to be
effective upon receipt. Notices made pursuant to this paragraph by first class
mail will be deemed to be effective no later than the fifth business day
following the mailing of such notice.

H. Confidential/Proprietary Materials. The terms and conditions of this
Agreement shall be considered confidential. All materials, procedures, written
instruments, files, and records developed by either party specifically pursuant
to this Agreement are and shall be treated as proprietary in nature. Each party
to this Agreement has developed or may develop materials, procedures, written
instruments, files, or records which may be similar to those involved in this
Agreement. Neither party to this Agreement shall have or acquire any proprietary
or any other right whatsoever in any such materials, procedures, written
instruments, files, or records developed by the other party. Neither party to
this Agreement may benefit from, deal in, sell, license, publish, use, or
otherwise exploit for any purpose those materials, procedures, written
instruments, files, or records developed by the other party except as expressly
provided in this Agreement. This Agreement shall not in any way restrict the
right of each party, for its own exclusive benefit, to deal in, sell, license,
publish, use, or otherwise exploit for all purposes those materials, procedures,
written instruments, files, or records developed by it.

I. No Recourse. No recourse under or upon this Agreement or any claim based
thereon or in respect thereof shall be had against any incorporator, member,
officer, employee, or trustee, as such, past, present, or future, of a party or
of any successor organizations, either directly or through a party or any
successor organizations. This Agreement is solely a corporate obligation and no
personal liability against any incorporator, member, officer, employee, or
trustee, past, present, or future of the parties shall attach through a party or
any successor corporations, because of this Agreement.

J. Execution. This Agreement will not be binding on either party until it has
been executed and delivered by both parties. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but which
together constitute one and the same instrument.

K. Interpretation/Construction. In this Agreement unless the context otherwise
requires:

Any headings preceding the texts of the several articles and sections of this
Agreement, and any table of contents or marginal notes appending to copies
hereof, shall be solely for convenience of reference and shall not constitute a
part of this Agreement, nor shall they affect its meaning, construction or
effect.

The parties agree that each party and its counsel reviewed this Agreement and
that this Agreement shall be construed as a whole according to its fair meaning
and not strictly for or against any party.

L. Authority. The parties represent that the undersigned are duly authorized
representatives of the parties.

M. Independent Parties. The parties agree that no legal relationship of any
kind exists as a result of this Agreement, other than the covenants expressly
contained herein. This Agreement shall not constitute, create, give effect to or
otherwise imply a joint venture, partnership or business organization of any
kind. The parties to this Agreement are independent parties and the personnel of
one party shall not be deemed the personnel of the other. Nothing in this
Agreement shall grant to either party any right to make commitments of any kind
or to create any obligation for or on behalf of the other without the prior
written consent of the other party, except to the extent stated herein.

N. Force Majeure. If a party is delayed from completing performance of any or
all of its obligations under this Agreement by an act of God or any other
occurrence beyond its reasonable control, then performance shall be excused for
as long as it is reasonably necessary to complete performance.

IN WITNESS WHEREOF, the Authority and the Lender have each caused this Agreement
to Guarantee Consolidation Loans to be executed by their respective authorized
officers and to take effect on the date first above written.

U.S. Bank, NA as Trustee
Education Loans, Inc.

MICHIGAN HIGHER EDUCATION
___________________________________ ASSISTANCE AUTHORITY
Lender

___________________________________ _____________________________________
Authorized Signature Authorized Signature

▇▇▇ ▇▇▇▇▇▇, CORPORATE TRUST OFFICER H. ▇▇▇▇ ▇▇▇▇▇▇, Executive Director
----------------------------------- -------------------------------------
Printed Name and Title Printed Name and Title

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Address

▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇, ▇▇▇▇▇, ▇▇▇

▇▇▇▇▇▇
-----------------------------------
Lender Code Number

▇▇-▇▇▇▇▇▇▇
-----------------------------------
EIN (Federal Tax / Employer ID #)

and U.S. Bank, N.A. as Trustee for Education Loans, Inc. Sioux Falls, SD

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