13.  Restrictions on Use and Transfer.  Except as provided in Section 14 below, you are not authorized or permitted to use the Fynanz website to bid or purchase Notes for someone other than yourself.  You must be the owner of the deposit account you designate for electronic transfers of funds, with sole authority to direct that funds be transferred to or from the account.  Although you are registering as a Lender, you may also register and participate in the Fynanz marketplace as a borrower.  You may bid on listings of any registered Fynanz borrowers.  Fynanz may in its sole discretion, with or without cause and with or without notice, restrict your access to the Fynanz website or marketplace.

Transfer Notice.  If at any time you propose to transfer (including any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, or other transfer or disposition of any kind, collectively, “Transfer”), any Notes, then you shall promptly give Fynanz written notice of your intention to make the Transfer (the “Transfer Notice”).  The Transfer Notice shall include (i) a description of the Notes to be transferred (the “Offered Notes”), (ii) the name(s) and address(es) of the prospective transferee(s) and (iii) the consideration and (iv) the material terms and conditions upon which the proposed Transfer is to be made.  The Transfer Notice shall certify that you have received a firm offer from the prospective transferee(s) and in good faith believe a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice.  The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer.  The transferee(s) must have an active Fynanz account(s) and accept the provisions of this Agreement.

Fynanz’s Right of First Refusal.  Fynanz shall have an option for a period of 10 days from receipt of the Transfer Notice to elect to purchase the Offered Notes at the lesser of (x) the same price and subject to the same material terms and conditions as described in the Transfer Notice or (y) the outstanding principal balance of the Notes as of the date of repurchase, plus any accrued but unpaid interest on the principal balance as of the date of repurchase at the interest rate set forth in the Notes.  Fynanz may exercise such purchase option and purchase all or any portion of the Offered Notes by notifying you in writing before expiration of the 10 day period as to which Notes it wishes to purchase.  If Fynanz notifies you that it desires to purchase any such Notes, then payment for the Offered Notes shall be by remittance into the Fynanz Funding Account.

Upon the Transfer of any Notes in accordance with this Section 13 by you to Fynanz or another transferee, Fynanz in its capacity as servicer of the Notes on your behalf shall execute any endorsements or assignments necessary to effectuate the Transfer and assignment of the Notes to the appropriate party.  Any Transfer to a party other than Fynanz must be expressly conditioned upon such party’s acceptance of this Agreement, including the Fynanz Terms and Conditions of use, in the form then in effect as available on the Fynanz website.  Such transferee will be subject to all of the terms and conditions therein, including without limitation privacy safeguards, servicing provisions and transfer restrictions.

14.  Authority.  You warrant and represent that you have the legal competence and capacity to execute and perform this Agreement.  If you are entering into this Agreement on behalf of a corporation, partnership, limited liability company or other entity (an “Institution”), you warrant and represent that (i) you have all necessary power and authority to execute and perform this Agreement on such Institution's behalf; (ii) the execution and performance of this Agreement will not violate any provision in the Institution's charter documents, by-laws, indenture of trust or partnership agreement, or other constituent agreement or instrument governing the formation or administration of your Institution; and (iii) the execution and performance of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking to which the institution is a party or by which it is bound.

15.  Prohibited Activities.  You agree that you will not do the following, in connection with any listings, bids, loans or other transactions involving or potentially involving Fynanz:

a.  Represent yourself to any person, as a representative, employee, or agent of Fynanz, or purport to communicate with any person on behalf of Fynanz;

b.  Charge, or attempt to charge, any Fynanz borrower any fee in exchange for your agreement to bid on a borrower's listing, or propose or agree to accept any fee, bonus, additional interest, kickback or thing of value of any kind, in exchange for your agreement to bid on a borrower's listing;

c.  Engage in any activities that require a license as a loan broker, credit services organization, credit counselor, credit repair organization, lender or other regulated entity, including but not limited to soliciting loans or loan applications, quoting loan terms and rates, counseling borrowers on credit issues or loan options, in connection with any Fynanz loan;

d.  Take any action on your own to collect, or attempt to collect, any amount from any borrower on any of your Notes, or engage in any activities that require a license as a loan servicer, debt collector, or credit counselor, including but not limited to collection calls or correspondence, and receipt of payments, with regard to any of your Notes;

e.  Bring a lawsuit or other legal proceeding against any borrower on any or your Notes;

f.  Contact borrowers or cosigners on any of your Notes without the consent of Fynanz;

g. Contact any collection agency or law firm to which your Note has been referred for collection, without the consent of Fynanz;

h.  Include or display any personally identifying information, including, without limitation, name, address, phone number, email address, Social Security number or driver's license number, or bank account or credit card numbers of any Fynanz member on your Fynanz member web page, or elsewhere on the Fynanz website;

i.  Violate any applicable federal, state or local laws, including but not limited to, the Equal Credit Opportunity Act and other fair lending laws, Truth in Lending Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Federal Trade Commission Act, federal or state consumer privacy laws, state usury or loan fee statutes, state licensing laws, or state unfair and deceptive trade practices statutes.

16.  Termination of Registration.  Fynanz may in its sole discretion, with or without cause, terminate this Agreement by giving you notice as provided below.  In addition, upon our reasonable determination that you committed fraud or made a material misrepresentation in connection with a listing, bid or loan, performed any prohibited activity, or otherwise failed to abide by the terms of this Agreement or the Fynanz Terms and Conditions, Fynanz may, in its sole discretion, immediately and without notice, take one or more of the following actions: (i) suspend your right to bid or otherwise participate in the Fynanz marketplace; or (ii) terminate this Agreement and your registration with Fynanz.  Upon termination of this Agreement and your registration with Fynanz, any bids you have placed on the Fynanz website shall terminate, and will be removed from the Fynanz website.  Any Notes you purchase from Fynanz prior to the effective date of termination resulting from bids you have placed on the Fynanz website shall remain in full force and effect in accordance with their terms, subject to repurchase, indemnification or cure as provided in Sections 8 and 9 above.

17.  Indemnification.  In addition to your indemnification obligations set forth in the Fynanz Terms and Conditions, you agree to indemnify, defend, protect and hold harmless Fynanz and its officers, directors, shareholders, employees and agents against all claims, liabilities, actions, costs, damages, losses, demands and expenses of every kind, known or unknown, contingent or otherwise, (i) resulting from any material breach of any obligation you undertake in this Agreement, including but not limited to your obligation to comply with any applicable laws; (ii) relating to the contents of your Fynanz member web page, your own website or your business; (iii) resulting from your acts, omissions and representations (and those of your employees, agents or representatives) relating to Fynanz; or (iv) asserted by third parties against Fynanz alleging that the trademarks, trade names, logos or branding or other intellectual property you use, display or advertise infringes upon the intellectual property rights of any such third party.  Your obligation to indemnify Fynanz shall survive termination of this Agreement, regardless of the reason for termination.

18.  Fynanz's Right to Modify Terms.  Fynanz has the right to change any term or provision of this Agreement or the Fynanz Terms and Conditions; provided, however, that Fynanz does not have the right to change any term or provision of a Note you purchase from Fynanz under this Agreement except as authorized in the Promissory Note.  Fynanz will give you notice of material changes to this Agreement, or the Fynanz Terms and Conditions, in the manner set forth in Section 20.  You authorize Fynanz to correct obvious clerical errors appearing in information you provide to Fynanz, without notice to you, although Fynanz expressly undertakes no obligation to identify or correct such errors.  This Agreement, along with the Fynanz Terms and Conditions, represent the entire agreement between you and Fynanz regarding your participation as a Lender in the Fynanz credit marketplace, and supersedes all prior or contemporaneous communications, promises and proposals, whether oral or written, between you and Fynanz with respect to your involvement as a Lender with Fynanz. 

19.  Member Web Page Display and Content.  You may, but are not required to, maintain a “Fynanz member web page” on the Fynanz website, where you can post photos, content, logos or links to websites.  If you elect to do so, you authorize Fynanz to display on the Fynanz website all such material you provide to Fynanz.  Any material you display on your member page must conform to the Fynanz Terms and Conditions, as amended from time to time, and must not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, hateful, violent, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

20.  Regulations may reduce returns.   The federal and state governments directly or indirectly regulate many aspects of student loan lending. These regulations include bankruptcy, tax, usury, disclosure, credit reporting, identity theft, licensing, privacy, fraud and abuse and other laws to protect borrowers.  Such regulations have the potential to reduce or eliminate borrower’s obligations to repay student loans.

For example, the Servicemembers Civil Relief Act of 2003 provides payment relief to borrowers who enter into active military service.  Under this Act, loans entered into by persons on active duty prior to their period of active duty may bear interest at no more than 6% per year during the period of active duty and for a grace period after separation.

21.  Notices.  All notices and other communications hereunder shall be given by email to your registered email address, and shall be deemed to have been duly given and effective upon transmission.  If your registered email address changes, you must notify Fynanz by updating your email address on the Fynanz website.  You also agree to update your registered residence address on the Fynanz website if you change your residence.

22.  No Warranties.  EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

23.  Limitation on Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.

24.  No Securities.  NEITHER THE BORROWER NOTES REPRESENTING LOANS MADE BY YOU FOR EDUCATIONAL PURPOSES NOR ANYTHING IN THIS AGREEMENT CONSITUTES AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SECURITIES.  IF YOU BECOME A FYNANZ LENDER AS DESCRIBED IN THIS AGREEMENT YOU WILL ASSUME THE ROLE OF A LENDER TO THE BORROWERS WHOSE LOANS YOU DETERMINE TO FUND AS EVIDENCED BY THE NOTES SOLD TO YOU WHICH ARE DEBT OBLIGATIONS OF THE RESPECTIVE BORROWERS.

25.  Patriot Act Notice.  To help the United States Government fight terrorism and money laundering, Federal law requires financial institutions to obtain, verify, and record information that identifies each individual, business or entity that opens an account or establishes a relationship.  If we have difficulty verifying an accountholder's identity, we may not be able to open an account or establish a relationship, or we may have to block or close the account.  Additionally, this means:

For individuals, when you open an account or establish a relationship, we will ask for your: name, date of birth, residential street address, and identification number, such as a social security number, taxpayer identification number, national identification number or passport number.  We may also ask to see (and retain a copy of) your driver's license, passport or other identifying documents that will help us identify you.

For businesses and other entities, such as corporations, trusts, etc, when you open an account or establish a relationship, we will ask for your: official name, principal place of business or local business street address, and taxpayer identification number or other registration number.  We may also ask for a copy of your formation documents or other related documentation.

26.  Miscellaneous.  You may not assign, transfer, sublicense or otherwise delegate your rights under this Agreement to another person without Fynanz's prior written consent.  Any such assignment, transfer, sublicense or delegation in violation of this Section shall be null and void.  This Agreement shall be governed by the laws of the State of New York, without regard to any conflicts of law principles other than New York General Obligations Law § 5-1401.  Any waiver of a breach of any provision of this Agreement will not be a waiver of any other subsequent breach.  Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition.  If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

EXHIBIT A

Fynanz OpenLoan / Student Loan
Promissory Note (the “Note”)

THIS IS A CONSUMER CREDIT TRANSACTION

Borrower Information (the “Borrower”):
(The loan purchaser is only shown the Fynanz screen name)

Optional Credit Worthy Cosigner Information (the “Cosigner”):
The Cosigner must be a U.S. citizen or Permanent Resident 21 years or over.
(The loan purchaser is only shown the Fynanz screen name)

A. DEFINITIONS

1.  In this Note, the words “I”, “me”, “my”, and “mine” mean the person(s) who signed the Note as Borrower or Cosigner as applicable. The words “you”, “your”, “yours”, and “lender” mean Fynanz Inc., New York, NY, its successors and assigns, and any other holder of this Note.

2.  “Application” means the written request that I make to you for a Loan.

3.  “Capitalized Interest” means accrued and unpaid interest that you add to the principal balance of a Loan.

4.  “Disbursement Date” means the date on which you lend money to me in consideration for this Note and will be the date of my loan check or electronic funds transfer.

5.  “Disclosure Statement” means a closed-end disclosure statement as required by the federal Truth-in-Lending Act.

6.  “In-School Period” means, if I have chosen to defer repayment while in school, the period beginning on the Disbursement Date and ending on the date which is the earliest of (i) six months after I graduate or six months after I cease to be enrolled at least half time at an eligible school (“Grace Period”); or (ii) 60 months after the Disbursement Date for an Undergraduate program or 27 months after the Disbursement Date for a Graduate program.

7.  “Loan” means $______ of principal (the “Principal Balance”), plus interest, interest on any Capitalized Interest, and any other charges and fees (including any prepaid finance charge or loan fee) that may become due as provided in this Note.

8. “NSF Fees” means charges you will assess against me if a payment I tender is rejected or incomplete due to my having insufficient funds available to make such a payment.

9. “Repayment Period” means the period beginning on the day that the In-School Period, if any, ends and continuing for a maximum of 120 months. If there is no In-School Period, the Repayment Period begins on the initial Disbursement Date.

10.“Deferred Repayment” means that during the In-School period I chose not to make regular principal and interest payments. However, I may be required to make a monthly minumum payment between $25 and $50 until I enter Repayment Period. Any unpaid interest will accrue on the loan and capitalize once I enter Repayment Period.

11. “Interest Paid Repayment” means that during the In-School period I am obligated to make monthly interest payments on the loan. 

12. “Initial Interest Only” means payment of interest due on my loan balance for the first 24 months of the Repayment Period.

B. PROMISE TO PAY

I promise to pay to you the amount of the Loan under the terms of this Note.

C. PAYMENTS

1. In-School Period. During the In-School Period, if any, you will send me monthly statements (showing the total of my loan disbursements and the interest that accrues on my loan). Statements will be posted to my Fynanz account. I may, but am not required to, make payments during the In-School Period unless I select Interest Paid Repayment. You will add any interest that I do not pay during the In-School Period to the Principal Balance, as described in Paragraph D.3.

2. Repayment Period. During the Repayment Period I will make consecutive monthly payments, by the payment due dates shown on the statements you will send to me, in the amounts indicated, until I have paid all amounts outstanding under my Loan and this Note.

3. Repayment Terms. My monthly payment will be established when my Repayment Period begins based on the terms of this Note. The amounts shown on my monthly statements will be consecutive monthly installments of principal and interest calculated each Change Date to equal the amount necessary to amortize my Loan (as of the date of calculation) in equal monthly installments of principal and interest at the Variable Rate (as defined in Paragraph D) then in effect over the number of months remaining in the Repayment Period. If I have chosen the Initial Interest Only Option, my monthly payments for the first 24 months of the Repayment Period will equal only the interest due on my loan balance, as recalculated each Change Date. After the first 24 months of the Repayment Period, my monthly payments will include principal and interest and will be calculated as described above. For loan balances of $6,500 or less, the Term of the Note, or loan duration will be 84 months. For loan balances above $6,500, the loan duration will be 120 months. I may select a shorter loan duration while applying for the loan and you will compute my monthly payments using the loan duration specified by me.

4. Minimum Repayment. Notwithstanding Paragraph C.3., during the repayment period I agree to pay at least $25 each month (principal and interest) or the unpaid balance, whichever is less. I understand that this may result in my loan being paid off in less than the applicable Term of the Note. If the minimum balance due is less than $25, at your option you may choose to carry forward the balance to the next month until the accumulated amount reaches the $25 threshold.

5. Amounts Owing at the End of the Repayment Period. Since interest accrues daily upon the unpaid Principal Balance of my loan, if I make payments after my payment due dates, I may owe additional interest. If I have not paid my late charges, I will also owe additional amounts for those late charges. In such cases you will increase the amount of my last subsequent monthly payments to the amount necessary to repay my Loan.

6. Payments. Payments will be applied first to late charges, other fees and charges, accrued interest, capitalized interest and the remainder to principal.

7. Other Charges. If any part of a monthly payment remains unpaid for a period of more than 15 days after the payment due date, I will pay a late charge of __________. I will also pay an NSF Fee of ____________ for each payment on this Note returned for any reason, including but not limited to insufficient funds or a stop payment order.

D. INTEREST

1. Accrual. Beginning on the Disbursement Date, interest on this Note will be calculated at the Variable Rate (as defined below) on the Principal Balance advanced, and on any unpaid interest added to the Principal Balance according to paragraph D.3., below, until the Loan is paid in full. Interest will be calculated on a daily simple interest basis, according to the outstanding Principal Balance each day of the term of the Note. The daily interest rate will be equal to the annual interest rate in effect on that day, divided 360.

2. “Variable Rate” means the Variable Rate equal to the sum of the Base Rate, a 1% Lender Guarantee Fee and a “Margin” that will be set by the online bidding in the Fynanz marketplace.  The Variable Rate will change quarterly on the first day of each January, April, July and October (the “Change Date(s)”) if the Base Rate changes.

The “Base Rate” for any calendar quarter beginning on a Change Date (or for any shorter period beginning on the Disbursement Date and ending on the first Change Date) is the average of the one-month London Interbank Offered Rate (“LIBOR”) published in the “Money Rates” section of The Wall Street Journal on the 1st day of each month for the three months preceding the applicable Change Date as applied according to the following rules. If the 1st day of the month is not a business day, you will use the next business day to determine the Base Rate. For purposes of this Paragraph D.2, “business day” means any day the banks in New York and London are open for the transaction of business. You may round the Base Rate higher to two decimal places. For example, 4.18751% will be rounded to 4.19%. (This is an example and may not reflect the actual LIBOR.) LIBOR is only a pricing index and is not necessarily the lowest interest rate index used by you or any other lender. If LIBOR is no longer available, you will choose a comparable index.

The 1% Lender Guarantee fee will not be included in the calculation of the Variable Rate on my loan after the loan has entered the Repayment Period and I have repaid 10% of the requested Principal Balance of the loan at the time the loan was made to me, not including the upfront fee (specified in Paragraph A.7. of this Note).

3. Capitalization. You may, at your option, add all accrued and unpaid interest to the Principal Balance of my loan on the last day of the In-School Period and at the end of any Forbearance Period (as defined below). The sum is thereafter considered the principal, and interest will accrue on the new principal balance.

E. UPFRONT FEE

I will pay a upfront fee to you at the time the loan proceeds are  disbursed. The amount of the upfront fee is calculated as a percentage of  the total loan (including the upfront fee)  and will range from 2.9% to 6.9%, as determined by you in accordance with the rules of the Fynanz OpenLoan Program. The upfront fee  applicable to any of my Loans will be as  disclosed to me on my Disclosure Statement. The amount of the upfront fee will be added to the Principal Balance and deducted from my loan proceeds when they are disbursed. You may increase the Principal Balance I requested on my application and/or the amount certified by my school by the amount necessary to pay the upfront fee. In the event the Principal Balance is not a multiple of $25, you may increase the Principal Balance to the next $25 multiple, however, the amount you increase the Principal Balance by will be disbursed to me. If I prepay this loan in full or in part, I will not be entitled to any refund of any part of the upfront fee, unless otherwise required by applicable law or stated otherwise in Paragraph F.

F. RIGHT TO PREPAY

I have the right to prepay all or any part of my loan at any time without penalty. Any partial prepayment will be credited to the principal of my Loan. If I prepay the amount that was disbursed or return the check you sent me within 30 days from the date you approved my application, I will not be charged any interest or fees on the loan.

G. FORBEARANCE

If I am unable to repay my loan in accordance with the terms established under this Note, I may request that you modify these terms. I understand that such modification would be at your option. I understand that I will remain responsible for all interest accruing during any period of forbearance (a “Forbearance Period”) and that you will add any interest that I do not pay during any forbearance period to the principal balance as described in paragraph D.3. I may, at your discretion, receive up to 18 months of forbearance, consisting of two forbearance periods of nine months duration, of which only one period may be taken per calendar year.

H. WHOLE LOAN DUE

To the extent permitted by applicable law, I will be in default and you have the right to give me notice that the whole outstanding principal balance, accrued interest, and all other amounts payable to you under the terms of this Note, are due and payable at once (subject to any applicable law which may give me a right to cure my default) if: (1) I fail to make any monthly payment to you when due, (2) I die, (3) I break any of my other promises in this Note, (4) Any bankruptcy proceeding is begun by or against me, or I assign any of my assets for the benefits of my creditors, (5) I make any false written statement in applying for this loan or at any time during the In School or Repayment Periods. If I default, I will be required to pay interest on this loan accruing after default. The interest rate after default will be subject to adjustment in the same manner as before default.

I. NOTICES

1. I will send written notice to you, or any subsequent holder of this Note, within ten calendar days after any change in any information provided to you in my Application.

2. Any notice required to be given to me by you will be effective when such information is emailed to the email address I have given you or, at your discretion, mailed by first class mail to the latest address you have for me. Unless required by applicable law, you need not give a separate notice to the cosigner, if any.

J. PRIVACY

1. You may report information about my account to credit bureaus. Late payments, missed payments or other defaults on my account may be reflected in my credit report.

2. I authorize you from time to time to request and receive from others credit related information about me (and about my spouse if I live in a community property state).

K. ADDITIONAL AGREEMENTS

1. I understand that you are located in New York and that this Note will be entered into in the same state. CONSEQUENTLY, THE PROVISIONS OF THIS NOTE WILL BE GOVERNED BY FEDERAL LAW AND NEW YORK LAW, WITHOUT REGARD TO CONFLICT OF LAW RULES. I agree that any action brought pursuant to this agreement may be brought in the Federal or State Courts of the State of New York and expressly consent to personal jurisdiction within New York.

2. The proceeds of this loan will be used only for my educational expenses at the school listed on the Application. The Cosigner, if any, will not receive any of the loan proceeds.

3. I understand that I must repay this Note though I may be less than 18 years of age when the Application is signed.

4. My responsibility for paying this Note is unaffected by the liability of any other person to me or by your failure to notify me that a required payment has not been made. You may delay, fail to exercise, or waive any of your rights on any occasion without losing your entitlement to exercise the right at any future time, or on any future occasion. You will not be obligated to make any demand upon me, send me any notice, present this Note to me for payment or make protest of non-payment to me before suing to collect on this Note if I am in default, and to the extent permitted by applicable law, I hereby waive any right I might otherwise have to require such actions. Without losing any of your rights under this Note, you may accept late payments or partial payments. I WILL NOT SEND YOU PARTIAL PAYMENTS MARKED “PAID IN FULL”, “WITHOUT RECOURSE” OR WITH OTHER SIMILAR LANGUAGE UNLESS THOSE PAYMENTS ARE MARKED FOR SPECIAL HANDLING AND SENT TO THE ADDRESS SPECIFIED ON THE FYNANZ WEBSITE OR TO SUCH OTHER ADDRESS AS I MAY BE GIVEN IN THE FUTURE.

5. I may not assign this Note or any of its benefits or obligations. You may assign this Note at any time and will inform me 30 days prior to any changes in my terms

6. The terms and conditions set forth in this Note constitute the entire agreement between you and me.

7. If any provision of this Note is held invalid or unenforceable, that provision shall be considered omitted from this Note without affecting the validity or enforceability of the remainder of this Note.

8. A provision of this Note may only be modified if jointly agreed upon in writing by you and me. Any modification will not affect the validity or enforceability of the remainder of this Note.

9. I authorize any school that I may attend to release to other persons designated by you, any requested information pertinent to this loan (e.g. enrollment status, prior loan history, and current address).

10. I authorize my lender, subsequent holder, or their agents to: (1) advise my school of the status of my Application, (2) respond to inquiries from prior or subsequent lenders or holders with respect to my Note and related documents, (3) release information and make inquiries to the persons I have listed in my loan Application as references, for the purposes of learning my current address and telephone number, (4) check my credit and employment history and to answer questions about their credit experience with me.

11. Waiver by Lender: You waive (give up) any right to claim a security interest in any property to secure this Note. This does not affect any right to offset as a matter of law.

12. Dischargeability: I acknowledge that my loan is made pursuant to an education loan program. I understand that my loan may be subject to the limitations on dischargeability in bankruptcy established by Section 523(a)(8) of the U.S. Bankruptcy Code as amended.

L. BORROWER/COSIGNER CERTIFICATION

I declare under penalty of perjury under the laws of the United States of America that the following is true and correct. I certify that the information contained in the Application and Note is true, complete and correct to the best of my knowledge and belief and is made in good faith. I certify that the proceeds of this loan will be used for educational purposes for the academic period stated in the loan Application at the school named on such Application. I understand that I am responsible for repaying immediately any funds that I receive which are not to be used or are not used for educational expenses related to attendance at the school for the academic period stated.

M. DISCHARGES

Under this Paragraph M, "I", "me" and "my" refers to the borrower only and not the cosigner. "You" and "your" refers to "Fynanz".

A. Death - In the event of my death, you will discharge the total remaining amount owed on this loan upon receipt of evidence of death satisfactory to you.

B. Total and Permanent Disability - If I become totally and permanently disabled after I receive this loan, I or my caretaker may request you to discharge a portion or the total amount of the loan. You may or may not approve my request in whole or in part at your sole discretion. I will continue to make regular payments under the terms of this agreement until such time as you may advise me that my obligations have been reduced or discharged.

C. School Closure - If I was unable to complete the program in which I was enrolled because my school closed prior to my completing the term for which I took the loan, I may request you to discharge a portion or the total amount of the loan. You may or may not approve my request and will determine at your sole discretion whether I am eligible for a partial or total discharge. I will continue to make regular payments under the terms of this agreement until such time as you may advise me that my obligations have been reduced or discharged.

N. STATE DISCLOSURE NOTICES

ARIZONA RESIDENTS: Notice: I understand that I may request that the initial disclosures prescribed in the Truth in Lending Act (15 United States Code sections 1601 through 1666j) be provided in Spanish before signing any loan documents.

AVISO PARA PRESTATARIOS EN ARIZONA: Puedo solicitar que las divulgaciones iniciales prescritas en la Ley Truth in Lending Act (15 Código de los Estados Unidos secciones 1601 hasta 1666j) sean proporcionadas en español antes de firmar cualesquiera documentos de préstamos.

CALIFORNIA RESIDENTS: I have the right to prohibit the use of information contained in my credit file in connection with transactions not initiated by me. I may exercise this right by notifying the consumer credit reporting agency. A married applicant may apply for a separate account. If you take any adverse action as defined by Section 1785.3 of the California Civil Code and the adverse action is based, in whole or in part, on any information contained in a consumer credit report, I have the right to obtain within 60 days a free copy of my consumer credit report from the consumer reporting agency who furnished you my consumer credit report and from any other consumer credit reporting agency which compiles and maintains files on consumers on a nationwide basis. I have the right as described by Section 1785.16 of the California Civil Code to dispute the accuracy or completeness of any information in a consumer credit report furnished by the consumer credit reporting agency.

IOWA AND KANSAS RESIDENTS (For purposes of the following notice, the word “you” refers to the Borrower and the Cosigner, not the lender): NOTICE TO CONSUMER. This is a consumer credit transaction.

1. DO NOT SIGN THIS NOTE BEFORE YOU READ THIS NOTE.

2. YOU ARE ENTITLED TO A COPY OF THIS PAPER APPLICATION AND PROMISSORY NOTE.

3. YOU MAY PREPAY THE UNPAID BALANCE AT ANY TIME WITHOUT PENALTY AND MAY BE ENTITLED TO A REFUND OF UNEARNED CHARGES IN ACCORDANCE WITH LAW.

MISSOURI RESIDENTS: Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect me (borrower(s)) and you (creditor(s)) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

NEVADA RESIDENTS: This is a loan for study.

NEW JERSEY RESIDENTS: The section headings of this Note are a table of contents and not contract terms. Portions of this Note with references to actions taken to the extent of applicable law apply to acts or practices that New Jersey law permits or requires. In this Note, acts or practices (i) by you which are or may be permitted by “applicable law” are permitted by New Jersey law, and (ii) that may or will be taken by you unless prohibited by “applicable law” are permitted by New Jersey law.

NEW YORK, RHODE ISLAND AND VERMONT RESIDENTS: A consumer report (credit report) may be obtained from a consumer-reporting agency (credit bureau) in connection with this loan. If I request (i) I will be informed whether or not consumer reports were obtained, and (ii) if reports were obtained, I will be informed of the names and addresses of the credit bureaus that furnished the reports. If you agree to make this loan to me, a consumer credit report may be requested or used in connection with renewals or extensions of any credit for which I have applied, reviewing my loan, taking collection action on my loan, or legitimate purposes associated with my loan.

OHIO RESIDENTS: The Ohio laws against discrimination require that all creditors make credit equally available to all credit worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio civil rights commission administers compliance with this law.

WISCONSIN RESIDENTS: For married Wisconsin residents, my signature on this Note confirms that this loan obligation is being incurred in the interest of my marriage or family. No provision of any martial property agreement (pre-martial agreement), unilateral statement under Section 766.59 or court decree under Section 766.70 adversely affects the interest of the lender unless the lender, prior to the time that the loan is approved, is furnished with a copy of the agreement, statement, or decree or has actual knowledge of the adverse provision when the obligation to the lender is incurred. If the loan for which I am applying is granted, my spouse will also receive notification that credit has been extended to me.

O. STATE-SPECIFIC COSIGNER NOTICES:

For the purposes of the following notices only, the words “you” and “your” refer to the Cosigner, where applicable, not to the lender.

FOR OBLIGORS COSIGNING IN CALIFORNIA: NOTICE TO COSIGNER (Traduccion en Ingles Se Requiere Por La Ley):

You are being asked to guarantee this debt. Think carefully before you do. If the borrower doesn't pay the debt, you will have to. Be sure you can afford to pay if you have to, and that you want to accept this responsibility. You may have to pay up to the full amount of the debt if the borrower does not pay. You may also have to pay late fees or collection costs, which increase this amount. The holder of the loan can collect this debt from you without first trying to collect from the borrower. The holder of the loan can use the same collection methods against you that can be used against the borrower, such as suing you, garnishing your wages, etc. If this debt is ever in default, that fact may become part of your credit record. This notice is not the contract that makes you liable for the debt.

AVISO PARA EL FIADOR (Spanish Translation Required by Law):

Se le está pidiendo que garantice esta deuda. Piénselo con cuidado antes de ponerse de acuerdo. Si la persona que ha pedido este préstamo no paga la deuda, usted tendrá que pagarla. Esté seguro de que usted podrá pagar si sea obligado a pagarla y de que usted desea aceptar la responsabilidad. Si la persona que ha pedido el préstamo no paga la deuda, es posible que usted tenga que pagar la suma total de la deuda, mas los cargos por tardarse en el pago o el costo de cobranza, lo cual aumenta el total de esta suma.

El acreedor (financiero) puede cobrarle a usted sin, primeramente, tratar de cobrarle al deudor. Los mismos metodos de cobranza que pueden usarse contra el deudor, podran usarse contra usted, tales como presentar una demanda en corte, quitar parte de su sueldo, etc. Si alguna vez no se cumpla con la obligación de pagar esta deuda, se puede incluir esa información en la historia de credito de usted. Este aviso no es el contrato mismo en que se le echa a usted la responsibilidad de la deuda.

FOR OBLIGORS COSIGNING IN IOWA, NEW YORK AND SOUTH CAROLINA: NOTICE TO COSIGNER:

You agree to pay the debt identified below although you may not personally receive any property, goods, services or money. You may be sued for payment although the person who receives the property, goods, services, or money is able to pay. You should know that the Total of Payments listed below does not include finance charges resulting from delinquency, late charges, repossession or foreclosure costs, court costs or attorney's fees, or other charges that may be stated in the Note or contract. You will also have to pay some or all of these costs and charges if the Note or contract, the payment of which you are guaranteeing requires the borrower to pay such costs and charges. This notice is not the Note or contract that obligates you to pay the debt. Read the Note or contract for the exact terms of your obligation.

IDENTIFICATION OF DEBT(S) YOU MAY HAVE TO PAY

Name of Debtor: The Borrower and Cosigner identified on the first page of this Note.

Name of Creditor: Fynanz Inc, and its successors and assigns.

Date: If the loan is disbursed by check, the date of the check. If the loan is disbursed electronically, the date the creditor transmits the funds to the School.

Kind of Debt: Education loan.

Total of Payments: The principal set forth on the first page of this Note (to the extent advanced), plus interest and the upfront fee set forth in this Note.

FOR OBLIGORS COSIGNING IN VERMONT: NOTICE TO COSIGNER:

YOUR SIGNATURE ON THIS PROMISSORY NOTE MEANS THAT YOU ARE EQUALLY LIABLE FOR REPAYMENT OF THIS LOAN. IF THE BORROWER DOES NOT PAY, THE LENDER HAS A LEGAL RIGHT TO COLLECT FROM YOU.

FOR OBLIGORS COSIGNING IN WEST VIRGINIA: NOTICE TO COSIGNER:

You are being asked to guarantee this debt. Think carefully before you do. If the Borrower doesn't pay the debt, you will have to. Be sure you can afford to pay it if you have to, and that you want to accept this responsibility. You may have to pay up to the full amount of the debt if the Borrower does not pay. You may also have to pay late fees or collection costs, which increase this amount. The creditor can collect this debt from you without first trying to collect from the borrower. The creditor can use the same collection methods against you that can be used against the borrower, such as suing you, garnishing your wages, etc. If this debt is ever in default, that fact may become a part of your credit record. This notice is not the contract that makes you liable for the debt.

By my signature, I acknowledge that I have read and understand the information contained in this Note and certify that the information supplied by me is true and accurate to the best of my knowledge and belief. I authorize the lender, any assignee of the lender and any guarantor of this loan to investigate my creditworthiness, to obtain consumer reports from consumer reporting agencies, and to furnish information concerning my loan to consumer reporting agencies and other persons who may legally receive such information. I authorize the lender and/or its agents to obtain consumer reports from consumer reporting agencies, for any purpose permitted by law when any amounts are owed under this Note. I authorize the lender to report on the status and performance of this loan to any guarantor of this loan. I have read, understand and agree to the terms of and undertake the obligations set forth in this Note, including without limitation Paragraph L, “Borrower's Certification,” and if applicable, any “Notice to Cosigner” printed or referenced in the Application or this Note. I agree that this Note provides for the compounding of interest. The originating lender for this Note is Fynanz Inc, New York, NY, or its successors and assigns. I authorize the lender to consider the Application and this Note as an application for the lowest cost loan for which I am qualified.

FOR ALABAMA RESIDENTS: CAUTION - IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE YOU SIGN IT.

FOR WISCONSIN RESIDENTS - NOTICE TO CUSTOMER:

(a) DO NOT SIGN THE APPLICATION OR THIS PROMISSORY NOTE BEFORE YOU READ THE WRITING ON THE APPLICATION AND THIS PROMISSORY NOTE, EVEN IF OTHERWISE ADVISED.

(b) DO NOT SIGN THE APPLICATION OR THIS PROMISSORY NOTE IF IT CONTAINS ANY BLANK SPACES.

(c) YOU ARE ENTITLED TO AN EXACT COPY OF ANY AGREEMENT YOU SIGN.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

Warning: Any person who knowingly makes a false statement or misrepresentation on this form is subject to penalties, which may include fines or imprisonment.