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                                                                     Exhibit 4.5

                             FORM OF SERIES B NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES
DEPOSITORY (AS DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY
OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.

NEITHER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT'). EACH OF THE
HOLDER HEREOF AND EACH OWNER OF A BENEFICIAL INTEREST HEREIN, BY HOLDING THIS
NOTE AND ACQUIRING THEIR BENEFICIAL INTERESTS HEREIN, RESPECTIVELY, AGREES FOR
THE BENEFIT OF EDUCATION FUNDING CAPITAL TRUST-I (THE "ISSUER") THAT THIS NOTE
AND BENEFICIAL INTERESTS HEREIN MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (1) TO THE ISSUER, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A
IN ACCORDANCE WITH RULE 144A OR AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED
IN RULE 501(a)(l), (2), (3) OR (7) OF THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER OR AN
INSTITUTIONAL ACCREDITED INVESTOR TO WHOM NOTICE IS GIVEN THAT THE RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144(A), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
REGULATION S UNDER THE SECURITIES ACT (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
(RESALES DESCRIBED IN SUBCLAUSES (1) THROUGH (4) BEING REFERRED-TO AS "SAFE
HARBOR RESALES"), (5) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION
TO REGISTRATION OF TRANSFER OF THIS NOTE OTHERWISE THAN IN A SAFE HARBOR RESALE
THE ISSUER OR THE INDENTURE TRUSTEE MAY REQUIRE DELIVERY OF ANY DOCUMENTS OR
OTHER EVIDENCE THAT IT, IN ITS ABSOLUTE DISCRETION, DEEMS NECESSARY OR

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APPROPRIATE TO EVIDENCE COMPLIANCE WITH SUCH EXEMPTION AND WITH ANY STATE
SECURITIES LAWS THAT MAY BE APPLICABLE), OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES.
EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE, BY ACQUIRING SUCH BENEFICIAL
INTEREST, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL
NOTIFY ANY PURCHASER OF SUCH BENEFICIAL INTEREST FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND WILL BE REMOVED ONLY IN THE
CIRCUMSTANCES SPECIFIED IN THE INDENTURE.

                        EDUCATION FUNDING CAPITAL TRUST-I
                     AUCTION RATE EDUCATION LOAN BACKED NOTE
                                 SERIES 2002B-
                                              --

REGISTERED NO. B-                            REGISTERED $26,500,000
                 --

MATURITY DATE      INTEREST RATE     ORIGINAL ISSUE DATE    CUSIP NO.
-------------   ------------------   -------------------   -----------
June 1, 2042    As Herein Provided       May 23, 2002      28139R A
                                                                   ---

PRINCIPAL SUM:                                DOLLARS
               -------------------------------
NOTEHOLDER: CEDE & CO.

     EDUCATION FUNDING CAPITAL TRUST-I, a business trust formed under the laws
of the State of Delaware (the "Issuer") for value received, hereby promises to
pay to CEDE & CO. (the "Noteholder") or registered assigns,
                                Dollars (the "Principal Sum"), but solely from
-------------------------------
the revenues and receipts hereinafter specified and not otherwise, on June 1,
2042 (the "Maturity Date") (subject to the right of prior redemption hereinafter
described), upon presentation and surrender of this Note at the Corporate Trust
Office of the Indenture Trustee, as paying agent for the Notes, or a duly
appointed successor paying agent, and to pay interest in arrears on said
Principal Sum, but solely from the revenues and receipts hereinafter specified
and not otherwise, to the Noteholder hereof from the most recent Payment Date to
which interest has been paid hereon, until the payment in full of the Principal
Sum.

     Any capitalized words and terms used as defined words and terms in this
Note and not otherwise defined herein shall have the meanings given to them in
the Indenture of Trust dated as of May    , 2002 (the "Indenture") among the
                                       ---
Issuer, Fifth Third Bank, as Indenture Trustee, and Fifth Third Bank, as Trust
Eligible Lender Trustee, as supplemented by the 2002-1 Series A&B Supplemental
Indenture of Trust dated as of May    , 2002 (the "2002-1 Series A&B
                                   ---
Supplemental Indenture") among the Issuer, Fifth Third Bank, as Indenture
Trustee, and Fifth Third Bank, as Trust Eligible Lender Trustee.

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     This Note shall bear interest at an Auction Rate, all as determined in
Appendix A of the 2002-1 Series A&B Supplemental Indenture.

     The principal of and interest on this Note are payable in lawful money of
the United States of America. Interest payable on this Note shall be computed on
the assumption that each year contains 360 days and actual days elapsed.

     This Note is one of a Series of Notes of the Issuer designated Auction Rate
Education Loan Backed Notes, Series 2002B-  , dated May 23, 2002 (the "Original
                                          --
Issue Date"), in the aggregate original principal amount of $
                                                             ---------------
(the "Series B Notes"), which have been authorized by the Issuer, and issued by
the Issuer pursuant to the Indenture and the 2002-1 Series A&B Supplemental
Indenture. The Issuer is, simultaneously with the issuance of the Series B
Notes, issuing $                of its Auction Rate Education Loan Backed Notes,
                ---------------
2002-1 Series A Notes in seven classes (collectively, the "Series A Notes"). The
proceeds of such Notes have been used by the Issuer, together with other moneys
of the Issuer, for the purpose of providing funds to finance the acquisition of
education loans, fund a reserve fund and to pay certain costs and expenses in
connection with the issuance of such Notes.

     The Indenture provides for the issuance of additional Notes (the
"Additional Notes"), which may be secured on a parity with or subordinate to the
Series A Notes and secured senior to, on a parity with or subordinate to the
Series B Notes, all as determined by the Issuer. The Series A Notes, the Series
B Notes, and any Additional Notes are collectively referred to herein as the
"Notes."

     This Note is subject to mandatory redemption and optional redemption, all
as described in the Indenture.

     Notice of the call for redemption shall be given by the Indenture Trustee
by mailing a copy of the notice at least 12 days prior to the redemption date to
the Noteholders of the Notes to be redeemed in whole or in part at the address
of such Noteholder last showing on the registration books. Failure to give such
notice or any defect therein shall not affect the validity of any proceedings
for the redemption of such Notes for which no such failure or defect occurs. All
Notes called for redemption will cease to bear interest after the specified
redemption date, provided funds for their payment are on deposit at the place of
payment at the time. If less than all Notes are to be redeemed, Notes shall be
selected for redemption as provided in the Indenture.

     The Indenture provides that the Issuer may enter into a Derivative Product
between the Issuer and a Counterparty. Payments due to a Counterparty from the
Issuer pursuant to the applicable Derivative Product are referred to herein as
"Issuer Derivative Payments," and may be secured on a parity with any Series of
Notes.

     The principal of and interest on the Series A Notes and any Additional
Notes issued on a parity with the Series A Notes and any Issuer Derivative
Payments secured on a parity with the Series A Notes are payable on a superior
basis to such payments on the Series B Notes and any Additional Notes issued on
a parity or subordinate to the Series B Notes; provided, however, that current
principal and interest may be paid on the Series B Notes and any Additional
Notes issued

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on a parity with the Series B Notes or subordinate to the Series B Notes if all
principal and interest payments due and owing at such time on the Series A Notes
and any Additional Notes issued on a parity with the Series A Notes and any
Issuer Derivative Payments secured on a parity with the Series A Notes have been
previously made or provided for as provided in the Indenture.

     Reference is hereby made to the Indenture and the 2002-1 Series A&B
Supplemental Indenture, copies of which are on file in the Corporate Trust
Office of the Indenture Trustee, to all of the provisions of which any
Noteholder of this Note by his acceptance hereof hereby assents, for definitions
of terms; the description of and the nature and extent of the security for the
Notes; the Issuer's education loan origination and acquisition program; the
revenues and other money pledged to the payment of the principal of and interest
on the Notes; the nature and extent and manner of enforcement of the pledge; the
conditions upon which the Indenture may be amended or supplemented with or
without the consent of the Noteholders and any Counterparty; the rights and
remedies of the Noteholder hereof with respect hereto and thereto, including the
limitations upon the right of a Noteholder hereof to institute any suit, action,
or proceeding in equity or at law with respect hereto and thereto; the rights,
duties, and obligations of the Issuer and the Indenture Trustee thereunder; the
terms and provisions upon which the liens, pledges, charges, trusts, and
covenants made therein may be discharged at or prior to the Stated Maturity or
earlier redemption of this Note, and this Note thereafter shall no longer be
secured by the Indenture or be deemed to be Outstanding thereunder; and for the
other terms and provisions thereof.

     THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND
FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

     No recourse, either directly or indirectly, shall be had for the payment of
the principal of and interest on this Note or any claim based hereon or in
respect hereof or of the Indenture, against the Indenture Trustee, or any
employee, or agent of the Issuer, nor against the State of Delaware, or any
official thereof, but the obligation to pay all amounts required by the
Indenture securing this Note and the obligation to do and perform the covenants
and acts required of the Issuer therein and herein shall be and remain the
responsibility and obligation of said Issuer, limited as herein set forth.

     Subject to the restrictions specified in the Indenture, this Note is
transferable on the registration books kept for that purpose by the Indenture
Trustee, as registrar, upon surrender of this Note for transfer at the Corporate
Trust Office of the Indenture Trustee, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of the same Series, Stated
Maturity, of authorized denominations, bearing interest at the same rate, and
for the same aggregate principal amount will be issued to the designated
transferee or transferees. At the option of the Noteholder, any Note may be
exchanged for other Notes in authorized denominations upon surrender of the Note
to be exchanged at the Corporate Trust Office of the Indenture Trustee. Upon any
such presentation for exchange, one or more new Notes of the same Series, Stated
Maturity, in authorized

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denominations, bearing interest at the same rate, and for the same aggregate
principal amount as the Note or Notes so surrendered will be issued to the
Noteholder of the Note or Notes so surrendered; and the Note or Notes so
surrendered shall thereupon be cancelled by the Indenture Trustee.

     Notwithstanding the foregoing, so long as the ownership of the Notes is
maintained in book-entry form by The Depository Trust Company (the "Securities
Depository") or a nominee thereof, this Note may be transferred in whole but not
in part only to the Securities Depository or a nominee thereof or to a successor
Securities Depository or its nominee.

     The Issuer, the Indenture Trustee, and any agent of either of them shall
treat the Person in whose name this Note is registered as the Noteholder hereof
(a) on the record date for purposes of receiving timely payment of interest
hereon, and (b) on the date of surrender of this Note for purposes of receiving
payment of principal hereof at its Stated Maturity and (c) for all other
purposes, whether or not this Note is overdue, and neither the Issuer, the
Indenture Trustee, nor any such agent shall be affected by notice to the
contrary.

     To the extent permitted by the Indenture, modifications or alterations of
the Indenture and the 2002-1 Series A&B Supplemental Indenture may be made with
the consent of less than all of the holders of the Notes then Outstanding or
without the consent of any of such Noteholders (by reason of a change in the Act
or Regulation, to cure ambiguities or conflicts, or for any other reason stated
in Section 7.01 of the Indenture), but such modification or alteration is not
permitted to affect the Maturity, Stated Maturity, amount, Payment Date, or rate
of interest on any Outstanding Notes or affect the rights of the Noteholders of
less than all of the Notes Outstanding.

     It is hereby certified and recited that all acts and things required by the
laws of the State of Delaware to happen, exist, and be performed precedent to
and in the issuance of this Note, and the execution of said Indenture, have
happened, exist and have been performed as so required.

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     IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its
name and on its behalf, all as of the Original Issue Date.

                                        EDUCATION FUNDING CAPITAL TRUST-I


                                        By: FIFTH THIRD BANK,
                                            as Co-Owner Trustee,


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

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                          CERTIFICATE OF AUTHENTICATION

     This Note is one of the Series B-1 Notes designated therein and described
in the within-mentioned Indenture.

                                        FIFTH THIRD BANK, as Indenture Trustee


                                        By:
                                           -------------------------------------
                                              Authorized Signatory

Authentication Date:

-------------------------

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto            (Social Security or other identifying number           ) the
     ----------                                              ----------
within Note and all rights thereunder and hereby irrevocably appoints
                                                                      ----------
attorney to transfer the within Note on the books kept for registration thereof,
with full power of substitution in the premises.

Dated:                                      Signed:


------------------------------------        ------------------------------------
                                            NOTICE: The signature on this
                                            Assignment must correspond with
                                            the name of the Noteholder as it
                                            appears on the face of the within
                                            Note in every particular.

Signature Guaranteed by:


------------------------------------
A Member of The New York Stock
Exchange or a State or National Bank

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