<PAGE>

                                                                    EXHIBIT 10.4

FEDERAL FFEL
--------------------------------------------------------------------------------
SERVICING AGREEMENT


EDUCATION LENDING SERVICES, INC.

October 1, 2002

[LOGO OF ACS]

One World Trade Center, Suite 2200, Long Beach, CA 90831, 310/513-2700
2277 East 220th Street, Long Beach, CA 90810, 310/513-2700
2505 South Finley Road, Lombard, IL 60148, 630/620-2700
501 Bleecker Street, Utica, NY 13501, 315/738-2300

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of October 1, 2002 by and among ACS
EDUCATION SERVICES, INC. ("ACS"), FIFTH THIRD BANK, as Eligible Lender Trustee
(the "ELIGIBLE LENDER TRUSTEE") on behalf of EDUCATION LENDING SERVICES, INC.
("LENDER"), and LENDER at Long Beach, California, with reference to the
following facts:

A.   ACS has developed and is marketing a computerized origination, billing,
     record keeping, accounting, reporting and loan management service
     designated as the "Guaranteed Student Loan Processing Service" (the
     "Service").

B.   LENDER desires ACS to assist it in managing its Federal Stafford (SSL),
     Federal PLUS and Federal Consolidation loans through the use of the
     Service.

Now, Therefore, ACS and LENDER hereby agree as follows:

1.   ACS OBLIGATIONS.

     A.   ACS shall service LENDER's Federal Stafford (SSL), Federal PLUS and
          Federal Consolidation loan accounts as provided herein, and any
          similar student loan accounts as may be mutually agreed upon (the
          "Accounts"). For the purposes of this Agreement, an "Account" shall
          mean one or more loans having the same holder, borrower (and student
          in the case of a Federal PLUS loan), loan program, Guarantor, maturity
          date and repayment terms.

     B.   ACS shall perform all services and duties customary to the servicing
          of student loans in accordance with generally established procedures
          and industry standards and practices, including specifically the
          services and duties specified in Exhibit A (Origination Services),
          Exhibit A-1 (Service Level Metrics), Exhibit B (Post-Origination
          Services) and Exhibit F (PLUS Credit Review Services Terms) attached
          to this Agreement. Such services and duties shall be performed with
          respect to each Account until such Account is paid in full (whether by
          the borrower or through the payment of Guarantee benefits or
          otherwise) or deconverted from ACS's servicing system in accordance
          with this Agreement, or this Agreement is otherwise terminated in
          accordance with Section 5 below.

     C.   ACS shall perform its services and duties hereunder in compliance
          with, and as required by, (i) the Higher Education Act, (ii) the
          applicable Guarantor Regulations, and (iii) any other guarantee
          program as mutually agreed between LENDER and ACS, as the foregoing
          are reasonably interpreted and understood by ACS from time to time,
          and the foregoing requirements shall determine the general scope of
          services hereunder. For purposes of this Agreement, the "Higher
          Education Act" means Part B of Title IV of the Higher Education Act of
          1965, as amended from time to time, and the rules and regulations of
          the U.S. Department of Education or any successor thereto (the
          "Department") promulgated thereunder, and "Guarantor Regulations"
          means any manual of policies and procedures to be followed under the
          guarantee program operated by the applicable guarantor of the loans
          involved (the "Guarantor"), as well as all supplements, amendments,
          bulletins and updates, and all other written or unwritten policies,
          procedures, rules and regulations promulgated or adopted, formally or
          informally, by such Guarantor relating to its guarantee program or the
          administration, interpretations, claims review or enforcement
          policies, procedures and practices thereunder, as the same are
          reasonably interpreted and understood by ACS from time to time.

                                                                               1

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

     D.   Within a reasonable period after delivery of the loan files to ACS
          (generally within 30 days unless otherwise expressly agreed), ACS
          shall (i) establish and maintain records received by ACS with respect
          to each Account and complete records of ACS's servicing of the Account
          from the date such servicing commenced, (ii) maintain possession of
          original promissory notes, loan applications and other required
          supplements that it receives from LENDER, stored in a fire-rated,
          secure vault facility located at 2277 E. 220th Street, Long Beach,
          California or 501 Bleecker Street, Utica, New York, and (iii)
          microfilm or otherwise reproduce the promissory notes, loan
          applications, and other required supplements and cause such
          reproductions to be stored at Brambles Information Management
          Corporation or any equivalent facility.

     E.   If requested by LENDER, for any loans not originated by ACS for LENDER
          hereunder, ACS shall make a Full Note Examination or an Abbreviated
          Note Examination of the original promissory note and other loan
          documentation for each Account following receipt by ACS for servicing,
          as requested by LENDER on Exhibit D (Note Examination Election).
          Following such initial election, LENDER may from time to time with
          ACS's consent select a different loan examination option for a
          particular set of loans or for all subsequent loans by making a new
          election with respect thereto or by other appropriate written notice
          to ACS.

     F.   By undertaking the loan examination and other duties provided above,
          ACS assumes no responsibility for the origination, disbursement,
          documentation or prior servicing of any loan (except to the extent
          that ACS performed any of these services), it being understood and
          agreed that the originator and/or prior servicer shall be responsible
          for all aspects of each loan prior to commencement of servicing by
          ACS. ACS shall not be liable for failure to detect any prior defect or
          note any exception during the loan examination process, provided that
          ACS has used reasonable care in the overall conduct of the loan
          examination for the entire portfolio being purchased by LENDER. In the
          event of any such defect or exception, LENDER shall exhaust all
          recourse and remedies against the original lender, prior servicer, or
          other responsible parties before asserting any claim against ACS
          related thereto. The microfilm or other reproduction of each borrower
          file made by ACS following delivery to ACS for servicing shall be
          prima facie evidence of the record of loan documentation received and
          reviewed by ACS, absent manifest error or other clear and convincing
          evidence to the contrary.

     G.   If requested by LENDER, ACS shall provide cure services for rejected
          loans arising from non-ACS errors, as provided in Exhibit E (Blanket
          Cure Terms).

     H.   If ACS determines that any Account has been rejected by a Guarantor
          and cannot or is not to be cured hereunder, LENDER is responsible for
          providing direction to ACS for the disposition of such Account, which
          shall remain on ACS's servicing system pending such direction from
          LENDER. If LENDER instructs ACS to deconvert any Accounts, ACS shall
          provide the following deconversion services:

          i.   Any files related to Accounts to be returned to LENDER shall be
               assembled in substantially the manner in which they were received
               by ACS, including any pertinent documents or information received
               or created by ACS during its servicing;

          ii.  The files related to such Accounts shall be deposited in the U.S.
               Mail as certified or registered mail addressed to LENDER unless
               otherwise agreed in writing by LENDER and ACS. ACS shall not be
               liable for any losses, costs or damages incurred by LENDER if
               files are lost after being deposited in the U.S. Mail as

                                                                               2

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

               certified or registered mail. If so instructed by LENDER at any
               time, ACS shall procure at LENDER's expense such available
               insurance coverage as LENDER may desire with respect to such
               shipments;

          iii. A transmittal shall be provided by ACS to LENDER listing each
               Account and certain other mutually-agreeable Account information;
               and

          iv.  Each Account record shall be removed from the ACS servicing
               system.

          The deconversion and file preparation and shipping fees specified in
          Exhibit C (Servicing Fees) shall apply to and shall be payable
          concurrently with any deconversion of rejected Accounts as provided
          above, as well as any deconversion of Accounts following any
          expiration or termination of this Agreement, or any other removal of
          Accounts from this Agreement.

     I.   If any of the Accounts are guaranteed by a Guarantor that permits
          electronic interface or expedited or express claims filing or review
          processing (for example, Texas Guaranteed Student Loan Corporation's
          Claims Automated Processing System (TGSLC's CAPS) or Northwest
          Education Loan Association's Express Claim Program (NELA's ECP)), ACS
          may participate therein on LENDER's behalf. In such event, ACS is
          hereby authorized to enter into any participation agreement or similar
          documentation required by such Guarantor on LENDER's behalf as its
          agent in order to participate therein.

     J.   ACS shall prepare and maintain accounting records with respect to each
          Account; process refunds and other adjustments; process address
          changes and maintain address records.

     K.   ACS shall prepare a "Lender's Request for Payment of Interest and
          Special Allowance" to be used in billing the Department for interest
          and the special allowance for all eligible loans on a quarterly basis.
          ACS agrees to submit the billing to the Department within 30 days
          following the last day of each quarter (March 31, June 30, September
          30, December 31). In the event that ACS does not submit the billing to
          the Department within 30 calendar days following the last day of each
          quarter, and such failure is not attributable to action or inaction by
          LENDER or the Department or other causes beyond ACS's reasonable
          control, including, without limitation, causes described in Section
          13.I below, LENDER shall be entitled to payment by ACS of penalty
          interest. Such penalty interest shall be calculated on the actual
          amount of interest subsidies and special allowance payments that
          LENDER is entitled to receive from the Department on the Accounts
          covered by the billing report and for the time period between such
          30th day through the date that said billing report is filed with the
          Department by ACS, and interest shall be determined by multiplying the
          LIBOR rate (as quoted in the Wall Street Journal, for the period
          closest in term to the actual number of days covered by penalty
          period) times such actual amount of interest subsidies and special
          allowance payments.

     L.   ACS shall complete all forms and reports relating to ACS's servicing
          activities required by the Department or any Guarantor.

                                                                               3

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

     M.   ACS shall automatically credit LENDER's account whenever a borrower
          overpays an account by less than $5.00, and ACS shall have no
          responsibility for reimbursing the borrower. When the overpayment is
          more than $5.00, ACS shall remit the overpayment directly to the
          borrower. When a borrower's balance owing is less than $50.00, ACS
          may, at its discretion, write-off the balance.

     N.   ACS shall prepare and submit all papers and documents in accordance
          with reimbursement procedures specified in the Common Manual: Unified
          Student Loan Policy, as amended from time to time, upon default of
          borrower.

     O.   ACS shall provide prompt notice to LENDER of any proceeding or action
          filed, asserted or threatened against ACS that, if decided unfavorably
          to ACS, would adversely impact ACS' status as an eligible "third-party
          servicer."

2.   LENDER OBLIGATIONS.

     A.   LENDER shall promptly transmit or cause to be transmitted to ACS any
          material written communications it or any Guarantor receives at any
          time with respect to any borrower's Account, including but not limited
          to letters, notices of death or disability, adjudications of
          bankruptcy and like documents, and forms requesting deferment of
          repayment or loan cancellations. ACS will have no liability for
          reliance upon information that would have been corrected by timely
          transmittal to it of any such written communication, and shall not
          bear any related servicing or other costs that could have been avoided
          thereby.

     B.   LENDER shall examine all reports submitted to it by ACS promptly upon
          receipt and promptly notify ACS of any discovered errors. ACS shall
          not be responsible for damages or losses caused by any error disclosed
          by a report to LENDER unless such error is brought to ACS's attention
          within sixty (60) days after receipt of such report by LENDER.

     C.   LENDER shall be responsible for assuring that LENDER'S loan program
          and the origination of the Accounts (except to the extent ACS
          performed services with respect to origination of the Accounts) are in
          compliance with all applicable federal, state and local laws and
          regulations, including without limitation any consumer loan laws or
          disclosure requirements applicable thereto, and shall defend,
          indemnify and hold ACS harmless from any violation or non-compliance
          with any of the foregoing.

3.   BANKING.

     A.   ACS shall establish a disbursement bank account for loan origination.
          Such bank account shall be in a bank designated by ACS that is
          reasonably acceptable to LENDER, with all earnings on such account
          being retained by ACS. Funding of said account shall be by wire
          transfer on a schedule that complements the mutually agreed upon
          disbursement schedule.

     B.   All borrower and other remittances, including guarantor claim
          payments, shall be deposited to an ACS account at a remittance
          banking/lock box facility at a bank selected by ACS, with all earnings
          on such account being retained by ACS. Such remittances shall be
          promptly processed and posted to borrower Accounts and the associated
          funds shall be transferred to the Eligible Lender Trustee by ACH or
          wire transfer within four (4) business days of receipt.

                                                                               4

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

4.   CHARGES.

     A.   LENDER shall pay ACS for services rendered in the prior month
          according to the schedule of fees in Exhibit C (Servicing Fees),
          within fifteen (15) days after receipt of an invoice sent by ACS to
          LENDER. Payments become delinquent if not received by ACS within
          thirty (30) days from the invoice date, or fifteen (15) days from the
          date of receipt, whichever is later, and thereafter shall incur a late
          charge of one and one-half percent (1-1/2%) per month until paid.

     B.   The fees specified in Exhibit C shall remain fixed during the first
          twelve (12) months of this Agreement. Unless otherwise expressly
          agreed, charges during each subsequent twelve (12) month period of
          this Agreement may be increased over the fees charged during the
          previous twelve (12) month period by an amount equal to the greater of
          (i) the percentage increase in the U. S. Department of Labor's
          Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S.
          City Average (1982-84=100) (the "CPI") for the most recent twelve
          (12)-month period available at the time of each annual adjustment, or
          (ii) three percent (3%) per annum. (If at any adjustment date the CPI
          is no longer published, then any replacement index specified by the
          Bureau of Labor Statistics or successor U.S. governmental agency shall
          be substituted therefor, with appropriate application of any necessary
          conversion formula as may be specified by such agency, or if no such
          replacement index has been so specified, then a comparable
          cost-of-living index as may be mutually agreed between the parties
          shall be used.)

     C.   ACS's fees are subject to adjustment by ACS (i) in the event of any
          increase in telephone or postage rates, or (ii) as provided in Section
          5.C below. The amount of any fee increase due to a change in telephone
          or postage rates will be calculated in the same manner as any such fee
          increase imposed on ACS's other customers and shall be designed simply
          to pass on the cost of any telephone or postage rate increases
          affecting ACS. Upon written request by LENDER, ACS will provide LENDER
          with reasonable documentation supporting any telephone or postage fee
          increase.

     D.   In addition to any other servicing fees or expense reimbursements to
          which ACS shall be entitled under this Agreement, LENDER agrees to
          reimburse ACS for (i) any sales or use taxes or similar taxes now or
          hereafter imposed upon any goods or services provided by or activities
          of ACS hereunder, and (ii) any expenses which ACS incurs as a result
          of any additional work required due to any transfer of the guarantee
          on serviced loans to a new or successor Guarantor, or any Guarantor
          error, or any testing, reconciliation or remediation project or other
          non-routine activity required by the particular needs of Guarantor or
          LENDER, or resulting from third party errors.

     E.   In the event of any good faith dispute by LENDER regarding any amount
          billed by ACS, LENDER may by written notice to ACS detailing the
          grounds for the dispute withhold payment of such disputed amount for a
          reasonable period pending resolution of the dispute, but shall pay the
          undisputed portion billed when and as due. If the dispute has not been
          mutually resolved within sixty (60) days after the date initially due,
          LENDER shall deposit the withheld amount into an independent escrow
          satisfactory to ACS pending mutual agreement or court decision
          regarding proper disposition of such funds. Failure of LENDER to pay
          the undisputed portion of a billing or to place any disputed amount in
          escrow as provided above shall constitute a default hereunder.

                                                                               5

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

     F.   ACS shall have the right to offset any amounts due from ACS to LENDER
          against the servicing fees or other amounts due ACS hereunder.

5.   TERM AND TERMINATION.

     A.   This Agreement is for a term beginning October 1, 2002 and ending on
          the third (3rd) anniversary of such date; provided, however, that
          unless either party shall give the other written notice of its
          intention not to renew this Agreement at least ninety (90) days prior
          to its scheduled expiration date, this Agreement shall automatically
          renew for successive twelve (12)-month periods thereafter, subject to
          any renegotiated terms which may be mutually desired.

     B.   Either party may terminate this Agreement before its expiration upon a
          material breach by the other party, if such breach has not been cured
          within ninety (90) days after written notice of such material breach
          has been sent to the other party, which written notice shall specify
          in reasonable detail the alleged breach and reference this provision;
          provided, however, that the notice and cure period shall only be
          thirty (30) days if the breach is the non-payment of ACS's fees or
          other charges.

     C.   In the event of changes in the Higher Education Act, Guarantor
          Regulations, or other current or future law, regulation or other
          requirement applicable to the serviced loans, including without
          limitation, any changes in any interpretation, claims review or
          enforcement policies, procedures or practices with respect thereto
          (and including, without limitation, implementation or enforcement of
          third-party servicer regulations promulgated by the Department), which
          in ACS's reasonable determination expose ACS to increased risk of
          liability to the Secretary of Education, LENDER or any other party,
          impose increased duties or obligations upon ACS, cause ACS to incur
          additional expense, or restrict or derogate from ACS's indemnification
          rights or liability limitations under this Agreement, ACS shall have
          the right, at its option, to (i) terminate this Agreement upon one
          hundred twenty (120) days' prior written notice to LENDER, or (ii)
          propose to LENDER an amendment to this Agreement which in ACS's
          reasonable judgment appropriately addresses the increased risk, duties
          or obligations (which may include an adjustment to ACS's fees and/or
          expense reimbursements), and if the parties are unable to agree upon
          such amendment within thirty (30) days after the same is submitted to
          LENDER, any proposed adjustment shall not become effective and ACS
          shall be entitled to terminate this Agreement upon one hundred twenty
          (120) days' prior written notice to LENDER.

     D.   Notwithstanding any termination or expiration of this Agreement,
          except in the case of termination by LENDER pursuant to Section 5.B or
          by ACS pursuant to Section 5.C, and notwithstanding any sale of any
          Accounts by LENDER or any subsequent owner, ACS shall have the right
          and option to continue to service each of the Accounts on its system
          under the terms of this Agreement on a "life of loan" basis until such
          Account is paid in full by or on behalf of the borrower or the
          Guarantor. Unless ACS notifies LENDER in writing that it elects not to
          continue "life of loan" servicing thereafter at the time of a
          termination or expiration of this Agreement, such event will only
          result in no additional Accounts being placed with ACS for servicing
          hereunder, but will not affect the continued servicing of existing
          Accounts hereunder. In the event of ACS' negligence or willful
          misconduct with respect to the servicing of Accounts subject to "life
          of loan" servicing hereunder, at LENDER's option, ACS shall deconvert
          and transfer any such Accounts to LENDER or its new servicer, and ACS
          shall reduce the deconversion fees with respect to such deconversion
          so that ACS shall be entitled to collect, and LENDER shall remain
          responsible for, only those

                                                                               6

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

          actual and reasonable labor costs and out of pocket expenses incurred
          by ACS directly in connection with such deconversion.

6.   REVIEWS AND AUDITS.

     A.   LENDER or its agent shall have the right, at reasonable hours and
          under reasonable circumstances on a mutually-agreeable schedule, to
          examine all LENDER's assigned student loan records and material
          serviced by ACS that it deems necessary to determine compliance with
          this Agreement. ACS shall submit to like examination by any
          governmental agency or authority having supervisory jurisdiction over
          LENDER.

     B.   ACS agrees to provide LENDER with (i) a copy of ACS's annual SAS 70
          servicer audit without charge, and (ii) a copy of ACS's Lender Audit
          Guide audit report, as required by the Department under the Act, at a
          prorated charge consistent with the manner charged by ACS generally to
          its other clients.

     C.   As authorized by law, ACS shall cooperate fully with independent
          auditors, the Secretary of Education, the Department's Inspector
          General, the Comptroller General of the United States, and any
          applicable Guarantor, or their authorized representatives, in the
          conduct of audits, investigations, and program reviews with respect to
          LENDER or the Title IV, Higher Education Act programs administered by
          ACS for LENDER, as authorized by law. Furthermore, LENDER agrees to
          provide ACS with written notice and copies of all audit reports or
          findings (preliminary or final) relating to ACS's administration of
          any aspect of such program for LENDER, as soon as such audit reports
          or findings are available to LENDER. LENDER further agrees to
          indemnify, reimburse and hold ACS harmless from the cost of
          cooperating with, responding to or appealing any such audit report or
          finding (including any cost of an attestation engagement performed for
          any such response or appeal, attorneys' fees and costs), unless such
          audit was caused by any ACS misconduct. If the results of any such
          audit, investigation or program review shows material origination
          and/or servicing errors by ACS which jeopardize the insurability of
          the Accounts hereunder at or above 15% of the LENDER's Accounts
          subject to such audit, investigation or program review, then ACS shall
          pay the cost of such audit, investigation or program review.

7.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF ACS.

ACS makes the following representations, warranties and covenants to LENDER on
the date of this Agreement.

     A.   ACS (i) is duly incorporated, validly existing, and in good standing
          under the laws of the jurisdiction in which it is incorporated; (ii)
          is duly qualified to transact business and is in good standing as a
          foreign corporation in each jurisdiction where the nature and extent
          of its business and properties require due qualification and good
          standing; (iii) possesses all requisite authority, permits and power
          to conduct its business as contemplated by this Agreement including,
          without limitation, eligibility as a third-party servicer under the
          Higher Education Act; and (iv) is in material compliance with all
          applicable laws and regulations.

     B.   The execution and delivery by ACS of this Agreement and the
          performance of its obligations hereunder (i) are within its corporate
          power, (ii) have been duly authorized by all necessary corporate
          action, (iii) require no action by or filing with any governmental
          agency, except for any action or filing that has been taken or made on
          or before the date of this Agreement; and (iv) do not violate any
          provision of its articles of in corporation or bylaws.

                                                                               7

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

     C.   ACS will maintain in effect all qualifications required in order to
          service the Accounts and comply in all material respects with all
          requirements of law if a failure to comply would have a materially
          adverse effect on its ability to service the Accounts.

     D.   ACS will not permit any rescission or cancellation of an Account
          except as ordered by a court or other government authority, or as
          consented to by the LENDER.

     E.   ACS will not reschedule, revise, defer or otherwise compromise
          payments due on any Account except during any applicable interest
          only, deferral or forbearance periods or otherwise in accordance with
          all applicable standards and requirements for servicing of the
          Accounts, or as consented to by the LENDER.

     F.   All ACS financial statements delivered to LENDER were prepared
          according to U.S. generally accepted accounting principles ("GAAP")
          consistently applied and present fairly, in all material respects, the
          financial condition, results of operations and cash flows of ACS.

     G.   No event which could cause a material adverse effect on ACS's
          financial condition has occurred, and if such event shall occur, ACS
          shall promptly give LENDER notice thereof.

     H.   ACS is not subject to, or aware of the threat of, any litigation that
          is reasonably likely to be determined adversely to it and that, if so
          adversely determined, would have a material adverse effect on its
          financial condition or its ability to meet its obligations under this
          Agreement and no outstanding or unpaid judgments against ACS exist,
          and if such event shall occur, ACS shall promptly give LENDER notice
          thereof.

     I.   Until all Accounts serviced hereunder have been repaid in full, or
          paid as a claim by the Guarantor, or transferred to another servicer,
          ACS agrees as follows:

               i.   ACS shall cause to be furnished to LENDER its financial
                    statements within one hundred twenty (120) days after the
                    end of each fiscal year audited by nationally recognized
                    independent certified public accountants.

               ii.  ACS shall maintain books, records and accounts necessary to
                    prepare financial statements according to GAAP and maintain
                    adequate internal financial controls.

               iii. ACS shall maintain all licenses, permits and franchises
                    necessary for its business.

J.   This Agreement will, upon execution and delivery by all parties thereto,
     constitute a legal and binding obligation of ACS, enforceable against ACS
     according to its terms.

K.   The above representations, warranties and covenants, or any breach thereof,
     shall not independently give rise to any cause of action or claim for
     damages in the absence of monetary loss or other material breach by ACS of
     the terms and conditions of this Agreement.

L.   ACS shall use due care and diligence in performing its services in a timely
     manner consistent with the applicable student loan program as reasonably
     interpreted and understood by ACS.

                                                                               8

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

8.   EXCLUSION OF WARRANTIES AND LIMITATIONS OF ACS'S LIABILITY.

     A.   ACS shall be entitled to rely upon any information or data supplied to
          it by LENDER, any party on LENDER's behalf, or any third party
          normally relied upon by servicers in the student loan industry
          (schools, clearinghouses, etc.), and shall have no liability for any
          error or loss if any such information or data is incomplete or
          inaccurate. ACS shall not be responsible for reviewing and verifying
          the compliance of the loan applications, promissory notes and related
          disclosures and processes with applicable state and federal laws and
          regulations, and ACS shall be fully entitled to rely upon and use such
          materials and processes and shall have no liability for any damages or
          loss resulting from such use.

     B.   Except for the representations, warranties and covenants in Section 7
          of this Agreement, ACS hereby excludes and disclaims any and all other
          warranties with respect to its services under this Agreement, and no
          employee, agent or representative of ACS has the authority to bind ACS
          to any other oral or written representation or warranty. LENDER will
          review all processing output, reports and other information provided
          to it by ACS and will use due care and diligence to detect and notify
          ACS of any errors therein which LENDER discovers. Upon prompt
          notification to or discovery by ACS of any processing error or data
          inaccuracy, ACS shall use its best efforts to re-perform any erroneous
          processing to the extent practicable and necessary, without charge if
          ACS is at fault and otherwise at a rate equal, in ACS's best judgment,
          to the greater of its original charge for such processing or its
          direct and allocated indirect cost of such reprocessing.

     C.   ACS shall be entitled to cure at its own expense any error or omission
          in the performance of its duties under this Agreement by the
          reperformance of such duties to the extent such reperformance will
          reasonably eliminate or mitigate any losses to LENDER.

     D.   Notwithstanding the form in which any legal or equitable action may be
          brought, whether in contract, tort, negligence, strict liability or
          otherwise, ACS's liability, if any, arising out of or in any way
          related to any act or omission by ACS in connection with this
          Agreement or its services hereunder, including but not limited to
          errors solely due to ACS, its equipment, operators, programmers, or
          program, shall be limited to direct losses of principal and interest
          on rejected claims resulting from ACS's negligence or willful
          misconduct. In the event a loan is rejected by a Guarantor due to
          ACS's negligence or willful misconduct, and ACS is unable to cure the
          Loan within twelve (12) months of the final reject date, ACS shall
          reimburse LENDER for all principal and accrued interest and special
          allowance payments loss thereon (including such loss during the period
          of non-guarantee) by the end of the thirteenth (13th) month following
          the final reject date, and the loan shall thereupon be assigned and
          transferred to ACS or its designee, and this shall be the sole and
          exclusive remedy of LENDER. If the guarantee is reinstated, ACS shall
          reimburse LENDER for any interest and special allowance payments lost
          on the Loan prior to its reinstatement.

     E.   Notwithstanding any other provision of this Agreement, except for
          willful misconduct, ACS's liability, if any, arising out of or in any
          way related to any act or omission by ACS in connection with any loans
          which (i) entered repayment status prior to the date that ACS assumes
          servicing responsibility, or (ii) have previously been cured following
          non-ACS servicing error (i.e., rehab loans), or (iii) have been
          deconverted from ACS's servicing system prior to the assertion of
          ACS's liability, shall be limited to general money damages in an
          aggregate amount with respect to any Account not to exceed the amount
          paid for ACS's services by LENDER with respect to such Account, and
          this shall be the sole and exclusive remedy of LENDER.

                                                                               9

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

     F.   ACS shall have no liability for its failure to comply with any law,
          rule, regulation or other requirement applicable to any of the
          serviced loans, including without limitation any change in any
          interpretation, claims review or enforcement policies, procedures or
          practices with respect thereto, (i) that was not articulated in
          writing and actually made known to ACS or the student loan servicing
          industry generally a reasonable period in advance of its
          implementation, (ii) that is inconsistent with general industry
          practices or prior Guarantor conduct or requirements unless and until
          ACS shall have been notified thereof and had a reasonable opportunity
          to comply with such new requirement and then only with respect to
          servicing performed after the date thereof (i.e., not on a retroactive
          basis with respect to servicing which has previously occurred based
          upon prior requirements), or (iii) during any period in which the
          Department and/or any Guarantor shall have indicated that it will not
          enforce any such requirement, even if such requirement may legally be
          in effect.

     G.   In no event, regardless of ACS's ability to reperform or cure any
          error, shall ACS be liable under any circumstances, (i) for any
          incidental, indirect, special, punitive or consequential damages, or
          (ii) for failure to provide services herein for reasons beyond its
          reasonable control, or (iii) for any violation of applicable law,
          regulation or other requirement under this Agreement, where ACS's
          action or inaction was in accordance with general industry standards
          at such time, or (iv) for any losses, liabilities or expenses directly
          or indirectly arising in whole or in part from or relating to any
          Guarantor error (to the extent such loss, liability or expense
          resulted directly and primarily from such Guarantor error), or (v) for
          any losses, liabilities or expenses directly or indirectly arising in
          whole or in part from or relating to any data transmission or
          electronic data interchange (EDI) failure or error not due to ACS's
          negligence or willful misconduct, or (vi) for the uncollectibility or
          non-payment of any amounts payable on or with respect to Accounts
          serviced hereunder, or the failure of any Guarantor to pay any claim
          on a loan Account for any reason (including but not limited to the
          bankruptcy or insolvency of the Guarantor) except where the
          uncollectibility or failure to pay such claim is a result of ACS's
          negligence or willful misconduct as provided hereinabove; provided,
          however, that in no event shall ACS be liable for the uncollectibility
          or non-payment of any amounts payable on or with respect to any
          Accounts serviced hereunder which were delinquent on the date that ACS
          assumed servicing responsibility, or the inability to submit any claim
          on any such delinquent loan Account to any Guarantor or the failure of
          any Guarantor to pay any claim on any such delinquent loan Account.
          These limitations on ACS's liability and exclusion of damages are
          independent of any other remedy or provision herein and shall not be
          affected by ACS's inability to reperform or cure any error or any
          failure of any other remedy or provision.

     H.   ACS's sole liability under or in connection with this Agreement or its
          services, whether in contract, tort, negligence, strict liability,
          pursuant to violation of statute or regulation, or under any other
          theory, shall be limited as provided in this Section 8, and the
          provisions hereof shall constitute the sole and exclusive remedy of
          LENDER. Except for (and in addition to) amounts that may be paid to
          LENDER pursuant to Paragraph D of this Section 8, in no event other
          than willful misconduct shall ACS have any liability arising out of or
          in any way related to any act or omission by ACS in connection with
          this Agreement or its services hereunder for an aggregate amount
          greater than two times ACS's gross annual revenue from servicing the
          Accounts covered by this Agreement for the previous twelve months
          (annualized based on the prior months' revenues during the first year
          hereof, if ACS has not previously provided services for these
          Accounts).

     I.   No claim or action, regardless of form, arising out of or in any way
          related to any act or omission by ACS in connection with this
          Agreement or its services hereunder shall be

                                                                              10

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

          brought by LENDER more than one year after LENDER becomes aware of the
          act or omission by ACS giving rise to such claim or action. In the
          case of rejected claims due to ACS negligence or willful misconduct,
          such one-year period shall commence at the end of the 13th month
          following the final reject date.

     J.   The parties agree that the foregoing provisions have been reflected in
          the amount of the charges payable by LENDER to ACS for the Service,
          are an essential part of the basis for the bargain between the
          parties, and that ACS would not have entered into this Agreement but
          for such provisions.

9.   INDEMNIFICATION.

If ACS or LENDER is required to appear in or is made a defendant in any legal
action or other proceeding commenced by a borrower or other third party with
respect to any loan Account for which services are provided hereunder, LENDER
shall defend and indemnify ACS against, and hold it harmless from, all claims,
losses, liabilities, and expenses (including reasonable attorneys' fees) arising
thereunder, except where the gravamen of the complaint arises directly and
primarily from ACS's negligence or willful misconduct with regard to the
performance of services hereunder. ACS shall defend and indemnify LENDER
against, and hold it harmless from, all claims, losses, liabilities, and
expenses (including reasonable attorneys' fees) arising from ACS's negligence or
willful misconduct with regard to the performance of services hereunder (subject
to Section 8 above). In particular, without limiting the foregoing, it is
understood that ACS shall be entitled to a defense and indemnity as provided
above where a student alleges that he or she did not receive a proper education
and/or was defrauded by the school or lender, or that a prior or subsequent
servicer or collection agency committed any error or misconduct or violated any
law or regulation.

10.  CONTINGENCY PLAN.

ACS shall maintain a contingency plan (the "Plan") and allow LENDER to review
said Plan at ACS's site. Such review shall be no more frequently than on an
annual basis or within sixty (60) days of implementing any material changes to
the Plan.

11.  FINANCIAL AND ADMINISTRATIVE RESPONSIBILITY.

Each party hereto represents that it is currently in compliance with, and agrees
to maintain its compliance with, all financial and administrative responsibility
standards or requirements that may be established from time to time by the
Department or any Guarantor for participation in the Title IV, Higher Education
Act programs for which ACS provides services hereunder. Each party shall have
the right to terminate this Agreement upon one hundred twenty (120) days'
written notice to the other in the event that the Department's financial or
administrative responsibility standards or requirements are hereafter changed
and as a result such party does not thereafter satisfy such standards or
requirements.

12.  WAIVER OF JURY TRIAL.

THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR IN ANY
WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO WITH RESPECT TO THIS AGREEMENT OR ANY SUCH OTHER DOCUMENT OR AGREEMENT,
OR THE SERVICES AND TRANSACTIONS RELATED HERETO OR THERETO, WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

                                                                              11

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

13.  MISCELLANEOUS.

     A.   All specifications, tapes, data cards, programs, forms and procedures
          used or developed by ACS in connection with this Agreement (except
          those supplied by LENDER) shall be and remain the sole property of
          ACS.

     B.   All information belonging to LENDER shall be retained by ACS in
          confidence. ACS shall not use, make, and/or maintain a list of
          LENDER's Account names, addresses, and/or account numbers for any
          purpose other than fulfillment of its duties as servicer under this
          Agreement. Upon termination or expiration of this Agreement, ACS shall
          deconvert the loan Accounts as provided in Section 1.H above.

     C.   Each party hereto shall comply at all times with financial privacy and
          data security requirements of the Gramm-Leach-Bliley Act, 15 U.S.C.
          6801 et seq. (the "GLB Act") and any other applicable consumer privacy
          laws, and enter into such additional agreements or provisions as shall
          be reasonably requested by the other party regarding or confirming
          such compliance. Should any future changes in the GLB Act or other
          applicable privacy requirements impose additional costs on ACS, LENDER
          shall pay or reimburse ACS for such additional costs.

     D.   Both parties agree to maintain the confidentiality of this Agreement
          and all amendments hereto, and the terms hereof, and any audit reports
          or findings (preliminary or final) relating to ACS's administration of
          any Title IV, Higher Education Act program for LENDER, and not to
          disclose or deliver the same (or any copies, excerpts or summaries
          thereof) to the Department, any other government agency, national
          accrediting agency, or any other third party (whether pursuant to
          regulation, governmental request, or otherwise) without first using
          best efforts to give the other party prior written notice of such
          intention, which notice shall be sent by fax, Federal Express or other
          overnight delivery service, and addressed to the President of the
          other party. The other party may, at its option, thereupon take
          appropriate steps to assure that any such information that may be
          entitled to protection from disclosure under the Freedom of
          Information Act (FOIA) is so protected, and the first party shall
          cooperate with such efforts to protect from FOIA disclosure any
          information of the other party which the other party believes to
          constitute trade secrets, or of a commercial or financial interest, or
          of a privileged or confidential nature, etc., including the inclusion
          with such disclosure or delivery of appropriate submissions asserting
          protection from FOIA disclosure. Notwithstanding the foregoing, either
          party may disclose or deliver any of the foregoing to their
          independent auditors on a confidential basis, provided that such
          auditors shall not disclose or deliver the same without the disclosing
          party first complying with this paragraph.

     E.   This Agreement and its performance shall be governed by the internal
          laws of the State of California. Any legal action or other proceeding
          related to this Agreement or the services provided hereunder shall be
          brought in the appropriate State or Federal courts sitting in Los
          Angeles, California, and all parties waive any objection to venue in
          such courts and consent to the exclusive jurisdiction of such courts.

     F.   This Agreement may not be assigned except to an entity succeeding to
          the business or assets of the assigning party, with written notice to
          the other party.

     G.   ACS reserves the right to change any part or all of the Service upon
          written notice to LENDER where appropriate; provided, however, that
          such change shall not abrogate or in

                                                                              12

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

          any way modify the substantive provisions of, and general duties of
          ACS under, this Agreement.

     H.   LENDER agrees to provide ACS upon request with LENDER's current
          financial statements filed with the Securities and Exchange Commission
          and such other financial information as ACS may request from time to
          time and that LENDER may agree to provide.

     I.   If either party is rendered unable, wholly or in part, to carry out
          its obligations under this Agreement (other than the payment of money)
          by reason of any act of God, act of war or terrorism, civil
          disturbance, strike or labor unrest, breakdown or interruption of
          power or communications systems, computer or other equipment failure,
          failure of subcontractors or suppliers, or other circumstances or
          event outside such party's reasonable control (whether or not similar
          to the foregoing), the obligations of such party shall be suspended to
          the extent thereof, and such party shall not be liable to the other
          party for any non-performance hereunder or incomplete performance as a
          result.

     J.   This Agreement supersedes any prior agreement and contains the entire
          agreement of the parties on the subject matter hereof. No other
          agreement, statement or promise made by any party to any employee,
          officer or agent of the other party to this Agreement, or any other
          person, that is not in writing and signed by both parties to this
          Agreement, shall be binding upon them. No waiver, alteration or
          modification of the Agreement shall bind ACS or LENDER unless in
          writing and duly executed by ACS and LENDER.

     K.   In the event any Account is transferred off ACS's servicing system,
          whether in connection with a termination or expiration of this
          Agreement as to which ACS elects not to continue servicing existing
          Accounts, or otherwise, unless otherwise expressly provided herein or
          agreed in writing at the time of such transfer off, LENDER agrees to
          pay ACS the deconversion and file preparation and shipping fees
          specified in Exhibit C (Servicing Fees).

     L.   Any notice required under this Agreement shall be in writing and shall
          be effective upon personal delivery or facsimile transmission or upon
          receipt after being sent by Federal Express or mailed by registered or
          certified mail, return receipt requested, postage pre-paid, addressed
          as follows: If to ACS, at One World Trade Center, Suite 2200, Long
          Beach, California 90831-2200, Attn: President, or if to LENDER, at the
          address for LENDER set forth in ACS's records for delivery of reports
          hereunder. Each party may specify a different address by sending to
          the other written notice of such different address as provided herein.

     M.   The section captions in this Agreement are for convenience only and
          will not be deemed part of this Agreement or used in the
          interpretation thereof. Both parties or their counsel have
          participated in the preparation, drafting and negotiation of this
          Agreement. Accordingly, this Agreement shall be construed according to
          its fair language and any ambiguities shall not be resolved against
          either party as the drafting party.

     N.   The invalidity, illegality or unenforceability of any provision or
          term of this Agreement in any instance shall not affect the validity
          or enforceability of such provision in any other instance or the
          validity or enforceability of any other provision, and each such
          provision shall be enforced to the fullest extent possible.

     O.   This Agreement may be executed in one or more counterparts, each of
          which shall be deemed an original and all of which taken together
          shall constitute one and the same agreement.

                                                                              13

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

14.  INSURANCE COVERAGE. ACS will keep in force and effect computer services and
software errors and omissions coverage of not less than $2,000,000, an umbrella
liability policy of not less than $15,000,000, employee crime (including
fidelity) insurance of not less than $1,000,000 and business interruption
insurance of not less than $1,000,000. ACS will furnish proof of such coverage
to the LENDER from time to time upon request by LENDER. Should the insurance
coverage, or any portion thereof, be voluntarily terminated or reduced by ACS or
involuntarily terminated or reduced without LENDER's consent, ACS shall, if
available, replace such terminated or reduced portions of the insurance coverage
prior to final termination or reduction, or as soon thereafter as commercially
reasonable. In the event of any termination or reduction in coverage, voluntary
or involuntary, ACS shall notify LENDER immediately, but in no event later than
five (5) business days following receipt of notice of the termination or
reduction or, with respect to voluntary termination or modification,
contemporaneously with ACS's giving notice to the insurer.

15.  SECURITY INTEREST OF INDENTURE TRUSTEE.

     A.   ACS acknowledges and agrees that all or a portion of the right, title
          and interest of LENDER under this Agreement and the Eligible Lender
          Trustee under the Accounts serviced hereunder may be assigned to the
          Indenture Trustee or the other secured parties (the "Secured Parties")
          pursuant to an indenture of trust or other security agreement (the
          "Indenture") and that, if the original promissory notes are delivered
          to ACS, ACS shall hold all such original promissory notes evidencing
          the student loans within such Accounts and related documentation as
          bailee on behalf of the Indenture Trustee as holder of a security
          interest in such student loans under the terms and conditions of the
          Indenture.

     B.   LENDER shall advise ACS in writing of the particular Indenture Trustee
          to which the Accounts have been assigned, if any, prior to the
          assignment becoming effective.

     C.   In order for LENDER to direct ACS to transfer any such Account from
          the account of LENDER (to the Secured Parties, another authority, an
          eligible lender, another indenture account of LENDER, or a successor
          servicer, pursuant to the Indenture or otherwise), ACS must first
          receive a Request to Transfer Loans form which shall not be valid
          without the signature of the Indenture Trustee.

     D.   The security interest of the Secured Parties and the provisions of
          this Section 15, shall not be amended or revoked without the written
          consent of the Indenture Trustee.

     E.   ACS hereby acknowledges and agrees that the security interest of the
          Secured Parties in the Loans under the Indenture shall be and is
          hereby prior to any lien ACS may have in such Financed Student Loans
          (other than its fees due hereunder), and ACS agrees to execute and
          deliver to the Indenture Trustee all financing statements, notices and
          other instruments reasonably requested in connection with this
          Agreement by the Indenture Trustee.

     F.   ACS acknowledges that upon the occurrence of certain events of default
          under the Indenture pursuant to which Loans are financed, the
          Indenture Trustee shall have the right to exercise the termination
          rights of the LENDER set forth in Section 5. Notwithstanding anything
          in this Section 15 to the contrary, ACS shall, within a reasonable
          time frame after receipt of a written request by the Indenture
          Trustee, and upon a mutually agreeable schedule, release any and all
          Loans to the Indenture Trustee.

                                                                              14

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

16.  SERVICING FOR AFFILIATES.

Upon request of LENDER, ACS agrees to provide services pursuant to this
Agreement for and on behalf of one or more corporations or limited liability
companies that are controlled by or under common control with LENDER and trusts
that are established by LENDER or any of such corporations or limited liability
companies (herein an "Affiliate") with respect to Accounts originated by ACS and
owned by such Affiliate. To initiate ACS's obligation to provide services for
any Affiliate, LENDER shall identify such Affiliate in writing and ACS, LENDER,
the Affiliate and the Eligible Lender Trustee on behalf of the Affiliate shall
execute and deliver an Affiliate Servicing Addendum in substantially the form
attached hereto as Exhibit G. Upon execution and delivery of the Affiliate
Servicing Addendum, ACS shall provide services to such Affiliate in accordance
with this Agreement and such Affiliate Servicing Addendum.

Executed as of the day and year first above written.

ACS EDUCATION SERVICES, INC.               EDUCATION LENDING SERVICES, INC.

<TABLE>
<S>                                        <C>
By     /s/ Steven E. Snyder                By     /s/ Douglas L. Feist
  ---------------------------------------     ---------------------------------------
Title  Steven E. Snyder, President         Title  Executive Vice President/Secretary
                                                -------------------------------------


By     /s/ Meliss Hankin                   FIFTH THIRD BANK, as Eligible Lender
  ---------------------------------------  Trustee for Education Lending Services, Inc.
Title  Meliss Hankin, Sr. Vice President


                                           By:  /s/ Brian J. Gardner
                                                --------------------------------
                                           Title: AVP & STO
                                                  ------------------------------
</TABLE>

                                                                              15

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                    EXHIBIT A
                              ORIGINATION SERVICES

ACS's FFEL Origination Service consists of the following activities, applicant
notices, and reports.

I.   ACTIVITIES

     1.   Open and date stamp incoming mail.

     2.   Enter manually or electronically all loan applications data onto the
          Loan Origination System.

     3.   Validation of applications for completeness and accuracy.

     4.   Attempt to obtain information for incomplete applications by telephone
          and if unsuccessful by correspondence.

     5.   Transmit loans to the Guarantor and receive approved/rejected loans
          from the Guarantor.

     6.   Process loan cancellations.

     7.   Disburse loan proceeds as scheduled by Lender and/or schools.

     8.   Convert disbursed loans to the Loan Servicing System.

     9.   Perform Guarantor reporting on behalf of the Lender and in compliance
          with the applicable Guarantor program requirements.

     10.  Borrower files will be secured and fire protected to the degree it
          will not obstruct processing during the Origination process.

     11.  Respond to telephone and written inquiries from borrowers and schools.

In connection with the foregoing origination services, LENDER authorizes ACS to
review and approve the loan application on LENDER's behalf, and where required
by the applicable Guarantor, execute the loan application on LENDER's behalf to
indicate such approval. Unless otherwise expressly requested by LENDER in
writing to ACS, ACS shall be authorized to approve any loan application on
LENDER's behalf that appears to be properly completed by the borrower and the
school, without regard to the identity of the borrower or the school.

II.  APPLICANT NOTICES

..    Validation Incomplete Letter - Requests information from the borrower that
     is missing or invalid on their application.

..    Lender Reject Letter - Notifies the borrower that the lender has rejected
     their loan application.

..    Disclosure Statement - Loan document produced by the system letter
     generator and replaces the state printed disclosure. Disclosure statement
     printing by ACS allows full electronic interface with the Guarantor,
     enhancing processing time and reducing paper flow.

                                                                              16

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

..    Loan Cancellation Letter - Notifies the borrower that the lender has
     received and processed the borrower's or school's request to cancel their
     loan.

     .    Borrower Request
     .    School Request

..    Loan Recovery Letter - Notifies the borrower that the lender has received
     and processed their returned disbursement check.

..    Validation Approval Letter - Notifies the applicant that their loan
     application has been approved by the lender and Guarantor and their
     scheduled disbursement date.

III. REPORTS

..    Application Error Report - ACS internal report used to identify
     applications that did not pass the system validation program. Validation is
     established using the lenders unique lender policy as well as the loan
     program and Guarantor requirements.

..    Disbursement Listing - Report provided to the lender and user as a check
     roster. This report provides the lender with accounting entry information.

..    Undisbursed Commitments Report - Provides the lender with detailed
     information on an individual loan basis, about undisbursed loan
     commitments.

..    Undisbursed Funds Analysis - Provides the lender with detailed information
     on an individual loan basis, about undisbursed loan commitments. The report
     can be used as a tool to provide schools with information about future
     disbursements to borrowers attending that institution.

..    Undisbursed Analysis by Date - Provides the lender with detailed
     information on an individual loan basis, about undisbursed loan
     commitments. The report can be used as a tool to provide the lender with
     cash flow projections to fund their student loans.

..    Validation Acceptance Report - ACS internal report used to identify those
     loans which passed validation The report displays key data elements to
     verify their correct entry.

..    Approved Loan Listing - ACS internal report which provides evidence of loan
     guarantee by the Guarantor. This report enables reduced application
     processing time and paper flow. This report allows ACS full electronic
     interface with the Guarantor, enhancing processing time and reducing paper
     flow.

..    Application Status Grand Totals - Provides the lender with management
     information concerning the total number of applications and corresponding
     dollar amounts for specific loan application status.

..    Lender Month End Manifest - Provides the lender with required Guarantor
     month end reporting of loan origination activity. The report is used to pay
     the lender insurance premium (guarantee) fees.

..    Lender Month End Manifest Detail - Provides the lender with borrower level
     detail of transaction activity to support the Lender Month End Manifest.

                                                                              17

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                   EXHIBIT A-1
                              SERVICE LEVEL METRICS

<TABLE>
<CAPTION>
<S>                                        <C>                              <C>
Area                                       Action                           Target Metric
---------------------------------------------------------------------------------------------------------------------------
Application Data Files Loaded              Loaded into system               Within one (1) business day
---------------------------------------------------------------------------------------------------------------------------
Application Data Entry Completed           Paper Applications               100% within three (3) business days of
                                                                            receipt
---------------------------------------------------------------------------------------------------------------------------
Sending Loan Verification Certificates     Sent (Fax or Mail)               .  Electronic submissions - 100 % within one
                                                                            (1) business day
                                                                            .  Paper Only Submission - 100% within three
                                                                            (3) business days
---------------------------------------------------------------------------------------------------------------------------
LVC Data Entry                             Completed LVC's Keyed            100% within 3 business days of receipt of
                                                                            completed LVC
---------------------------------------------------------------------------------------------------------------------------
Request Guaranty                           Submit to guarantor for          Within 10 business days of funded loan
                                           guaranty
---------------------------------------------------------------------------------------------------------------------------
Funding                                    Fund completed, guaranteed       100% within 2 days of completing the
                                           applications                     application file
---------------------------------------------------------------------------------------------------------------------------
Total Time to Fund                         Report on total days from        Targeted to achieve 80% within 45 days -
                                           date of entry to ACS system
                                           to date of loan funding
---------------------------------------------------------------------------------------------------------------------------
Phones Stats                                                                .  Max 5% Abandon
                                                                            .  80% of calls answered in les than 20 seconds
                                                                            .  Average Handle Time
---------------------------------------------------------------------------------------------------------------------------
Lender Service                             Response to e-mail inquiries     Within two (2) business days
---------------------------------------------------------------------------------------------------------------------------
Customer Service Hours of Operation                                         Consolidation:
                                                                            M-Th: 7:00 AM - 4:30 PM
                                                                            Fri:  7:00 AM - 3:30 PM
                                                                            Borrower Services:
                                                                            M-F: 5:00 AM - 9:00 PM
                                                                            Web Site - 24/7
</TABLE>

                                                                              18

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

LVC FOLLOW-UP

Day/Timeline             Action
----------------------------------------------------------------------
Day 1                    LVC Sent
----------------------------------------------------------------------
Day 15                   1st Follow-up - phone call to creditor
----------------------------------------------------------------------
Day 25                   2nd Follow-up - phone call to creditor
----------------------------------------------------------------------
Day 30                   Letter/E-mail to borrower
----------------------------------------------------------------------
Day 60                   Cancel for no activity if LVC's un-received -
                         returned to originator

FOLLOW-UP:
Establish reporting to monitor above metrics.
Frequency: weekly report initially - monthly reporting upon mutual agreement.
Establish Monthly call to review SLA metrics.

                                                                              19

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                    EXHIBIT B
                            POST-ORIGINATION SERVICES

1.   LOAN CONVERSION

At the time of purchase or placement of a loan with ACS for servicing, the loan
shall be converted and a note examination may be conducted in accordance to
predetermined criteria. The tasks involved in loan conversion generally include:

     Origination and Verification of Account Data
     Generation of Receipt of Loans Transferred
     Account Package Preparation
     Generation of Exceptions Report
     Renegotiation of Rejected Accounts
     Reconciliation and Balancing
     Keypunch Account Data
     Microfilm and Microfiche Copies
     Run Serialization Crosscheck
     Edit and Error Correction
     Appropriate Vault Space
     Generate Sale Transmittal
     Mail Conversion Notification to Borrower

2.   BORROWER RELATIONS

Borrower relations begin during In-school Status and continue throughout the
life of the loan. During this period, the Service generally provides the
following printed notices to the borrower and required telephone contacts:

     Introductory Letter
     Pre-Grace Statement
     Separation Data Change Letters
     Disclosure Statement
     Phone/Address Verification
     Grace Expiration/First Payment Reminder
     Student Status Verification (as required)
     Skip Trace Locate Letters
     Response to Borrower Inquiry Letters
     Deferment Processed Notices:
          Continuing
          Forbearance
          Unemployment
          Other Deferment
     Billing Notices:
          Interim Interest Notices
          Regular Installment and Past Due Payment Notices
     Interim and Payout Demand Notices

                                                                              20

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

     Telephone Contacts:
          Due Diligence Borrower Calls
          Due Diligence Parent/Relative Calls
          Skip Tracing Calls
          Response to Borrower Inquiry Calls

3.   RELATED LOAN SERVICING ACTIVITIES

     Related loan servicing activities include:

     Lock Box Remittance Banking
     Payment Processing
     Name/Address Updates
     Payment Research and Special Handling
     Interest Capitalization
     Payment Reapplication
     Internal Audit of Default Claim
     Claim Preparation and Submission
     Reperformance/Renegotiation

4.   REPORTING

Record keeping and accounting are performed as part of the Service. A series of
monthly reports are provided to LENDER regarding the status of its loans. This
reporting includes:

     Loans Transferred/Removed Ledger
     Student Loan Ledger
     Monthly Transaction Report
     Accounting Entry Summary Report
     Portfolio Summary and Analysis - Characteristics
     Portfolio Summary and Analysis - Delinquency
     Portfolio Summary and Analysis - Maturity Analysis
     Portfolio Summary and Analysis - Reconciliation
     Delinquent Report and Summary
     Name/Address Report
     Paid-in-Full Ledger
     Receipt for Loans Transferred

                                                                              21

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                    EXHIBIT C

                                 SERVICING FEES

                                                                              22

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                    EXHIBIT D
                            NOTE EXAMINATION ELECTION

LENDER hereby makes the following election with respect to any Note Examination
or other document examination to be performed by ACS in connection with loan
files to be serviced by ACS hereunder (other than any loans which may be
originated by ACS for LENDER):

ACS ENCOURAGES ALL LENDERS TO HAVE A NOTE EXAMINATION PERFORMED UPON ALL NON-ACS
ORIGINATED FILES TO BE DELIVERED TO ACS FOR SERVICING, SO AS TO MINIMIZE TO THE
EXTENT POSSIBLE THE LIKELIHOOD OF LOSSES OR OTHER SERVICING PROBLEMS WHICH MAY
RESULT FROM MISSING OR INADEQUATE LOAN DOCUMENTATION. IF LENDER ELECTS NOT TO
HAVE A NOTE EXAMINATION, LENDER THEREBY AGREES TO ACCEPT FULL RESPONSIBILITY FOR
ANY LOSSES OR SERVICING ERRORS WHICH RESULT IN WHOLE OR IN PART FROM MISSING OR
INADEQUATE LOAN DOCUMENTATION. NOTWITHSTANDING LENDER'S ELECTION, ACS'S
LIABILITY FOR ANY LOSSES ARISING FROM ITS FAILURE TO DETECT MISSING, INCOMPLETE,
INACCURATE, OR ERRONEOUS DATA OR DOCUMENTS SHALL BE SUBJECT TO THE LIABILITY
LIMITATIONS SPECIFIED IN SECTIONS 1.F AND 8 OF THE SERVICING AGREEMENT.

..    FULL NOTE EXAMINATION

     If LENDER has elected Full Note Examination, ACS agrees to undertake a
     general review in accordance with standard industry practice of the loan
     documentation listed on note examination checklists to be generated by ACS
     and approved by LENDER. By undertaking such review, however, ACS does not
     guarantee or assure the genuineness, accuracy, completeness or compliance
     of such documentation with any contract or with applicable law and
     regulation.

..    ABBREVIATED NOTE EXAMINATION

     If LENDER has elected Abbreviated Note Examination, ACS agrees to undertake
     a general review in accordance with standard industry practice of the loan
     documentation listed for the categories of data selected by LENDER from
     note examination checklists to be generated by ACS and approved by LENDER.
     By undertaking such review, however, ACS does not guarantee or assure the
     genuineness, accuracy, completeness or compliance of such documentation
     with any contract or with applicable law and regulation. LENDER
     acknowledges and agrees that it shall be responsible for any losses or
     servicing errors which result in whole or in part from missing or
     inadequate loan documentation which might have been discovered in a Full
     Note Examination.

..    NO NOTE EXAMINATION

     By electing and instructing ACS not to undertake any Note Examination or
     other document examination prior to commencing servicing, LENDER
     acknowledges and agrees that LENDER assumes the risk and full
     responsibility for missing or inadequate loan documentation and for any
     losses or servicing errors that might have been avoided had a Full Note
     Examination been undertaken, and agrees that ACS shall not be liable under
     any circumstances for any such losses or servicing errors.

                                                                              23

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                    EXHIBIT E
                               BLANKET CURE TERMS

     The following Blanket Cure Terms shall apply between LENDER and ACS when in
the course of its servicing, ACS submits claims to Guarantors which are rejected
by the Guarantor for servicing errors which occurred prior to ACS's servicing or
for which ACS is otherwise not liable under the Servicing Agreement.

1.   CURE SERVICES FOR REJECTED ACCOUNT(S)

     A.   For any Account rejected by the Guarantor in whole or in part because
of servicing error which occurred prior to ACS's servicing or for which ACS is
otherwise not liable under the Servicing Agreement, ACS and/or an outside
collection agency selected by ACS will attempt to reinstate the guaranty (cure)
on the Account under the terms and conditions specified below and for the fees
specified herein.

     B.   Cure services shall generally include:

Using best efforts to locate the borrower in the event the borrower's address is
invalid;

Upon location, certifying, in a manner acceptable to the Department and the
applicable Guarantor, that the borrower has been located in the event a "locate
cure" is required;

Performing all written and telephone contacts as required for locate cure by the
Department and the Guarantor necessary to claim file the Account with the
Guarantor; and/or

Using best efforts to cause the borrower to make one full payment or return a
signed repayment obligation (RO) in the event a "payment or RO cure" is
required.

     C.   ACS will use best efforts to undertake such cure services within 30
days of receipt of a rejected Account. If ACS is unable to cure the Account
within an approximate 45-day period following commencement of cure services, or
if ACS in its sole judgment determines not to attempt to cure the Account
itself, ACS will place the Account with a "1st placement" outside collection
agency for a period generally not longer than 180 days. If the "1st placement"
collection agency is unable to cure the Account within the specified time frame,
ACS will then place the Account with a "2nd placement" collection agency for a
period generally not longer than 270 days. If the "2nd placement" collection
agency is unable to cure the Account within the specified time frame, ACS will
then place the Account with a "3rd placement" collection agency for a period
generally not longer than an additional 270 days. Following placement with any
outside collection agency, ACS shall only be responsible for administrative
services in interfacing with such agency on the Accounts involved. ACS shall not
have any responsibility for training or otherwise supervising the outside
collection agency or its personnel.

     D.   For the cure services specified herein, LENDER shall pay to ACS a fee
for each Account cured as specified in Exhibit E-1. Such fees are subject to
adjustment from time to time upon 30 days' prior written notice from ACS to
LENDER.

     E.   If LENDER wishes ACS to arrange on LENDER's behalf for additional
collection agency services on rejected Accounts for which no cure is
successfully accomplished hereunder, the terms applicable thereto are set forth
in Exhibit E-2. If no Exhibit E-2 is attached, ACS shall not provide such
services.

                                                                              24

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

2.   LIMITATIONS ON ACS'S LIABILITY

     A.   LENDER acknowledges that in placing Accounts with outside collection
agencies, ACS is merely providing an administrative service to LENDER.
Accordingly, ACS does not guarantee the success of its or any outside collection
agency's cure efforts and shall not otherwise be responsible for the failure of
any cure efforts to reinstate or obtain payment of any Account. ACS makes no
warranties or representations, expressed or implied, regarding the cure services
or the outside collection agencies used.

     B.   Subject to the provisions set forth herein, in the event of any error
by ACS for which ACS would be liable under the Servicing Agreement, ACS shall be
responsible only for reperformance of any cure activity or erroneous processing
to the extent practicable and necessary without charge to LENDER. With respect
to cure services under this Exhibit, ACS shall not otherwise be liable for
damages or other monetary relief except in the case of ACS's gross negligence or
willful misconduct.

     C.   ACS shall not under any circumstances, regardless of any failure of
the foregoing remedies, be liable for (i) the error or misconduct of any outside
collection agency, or (ii) for losses or damages caused by circumstances or
events beyond ACS's reasonable control, or (iii) for any special, indirect,
incidental, punitive, or consequential damages of any nature.

3.   TERMINATION

The cure services provided for in this Exhibit may be terminated by either party
upon 30 days' written notice to the other. Termination shall not affect any
payment obligations of the parties arising from services provided during the
term of the Servicing Agreement, or from cures obtained on Accounts after
termination. Following termination, unless otherwise instructed by LENDER in
writing, ACS shall permit the outside collection agencies to continue to work
any Accounts already placed which such agencies believe will result in a cure
within a reasonable period of time following termination. All other Accounts
shall be recalled from such agencies within 30 days after termination.

4.   EXCLUSIONS AND DECONVERSION

LENDER hereby gives approval for ACS to undertake the cure services outlined in
Section 1 of this Exhibit on Accounts with a principal balance outstanding (PBO)
of $500 or greater. Accounts with PBOs less than the aforementioned amount or
Accounts which are not successfully cured within the time frames described above
will be deconverted for the fees specified in the Servicing Agreement.

5.   INCORPORATION BY REFERENCE

The terms of the Servicing Agreement are incorporated herein by reference and
shall be applicable to the cure services contemplated by this Exhibit, to the
extent not inconsistent with or contrary to any provision herein. In the event
of any conflict, the terms of this Exhibit shall prevail.

                                                                              25

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                   EXHIBIT E-1
                                    CURE FEES

     Subject to the Blanket Cure Terms to which this Exhibit E-1 is attached,
the following fees shall apply to all services provided thereunder:

                                                                              26

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                    EXHIBIT F
                        PLUS CREDIT REVIEW SERVICES TERMS

ACS shall provide the following PLUS Credit Review Services, subject to all of
the terms and conditions of the Servicing Agreement to which this Exhibit F is
attached.

1.   DEFINITIONS

     A.   As used herein the following words shall have the meanings
respectively indicated:

"Adverse Credit" or "Adverse Credit history" means that the credit history of an
Applicant reflects any condition or event which would at the time of such Loan
Application disqualify the Applicant from eligibility for a PLUS Loan under the
Higher Education Act or any applicable Guarantor Regulations. As of the
effective date hereof, each of the following is understood to be a disqualifying
Adverse Credit item which will be identified by ACS on its credit review
reports:

          (a)  any account or debt shown on the Applicant's credit report is
ninety (90) or more days delinquent as of the date of the credit report; or

          (b)  at any time during the five (5) years preceding the date of the
credit report, the Applicant has been the subject of a default determination,
bankruptcy discharge, foreclosure, repossession, tax lien, wage garnishment, or
write-off of a Higher Education Act, Title IV debt.

"Applicant" means an individual who has submitted a Loan Application to LENDER.

"Borrower" means an individual who is the maker or co-maker of a promissory note
and who obtains a PLUS Loan from LENDER in accordance with the Higher Education
Act and any applicable Guarantor Regulations.

"Educational Institution" means any institution of postsecondary education which
is an "eligible institution" under the Higher Education Act and is eligible
under any applicable Guarantor Regulations.

"Loan Application" means the application for a PLUS Loan, which application must
be executed by a prospective Borrower, certified by an Educational Institution,
and accepted by LENDER.

"PLUS Loan" means a loan made under the Federal PLUS Program established under
the Higher Education Act.

"Servicing Agreement" shall mean the Servicing Agreement between ACS and LENDER
to which these PLUS Credit Review Services Terms are attached, or to which they
relate.

     B.   Any other capitalized terms used herein shall have the same meanings
as set forth in the Servicing Agreement, unless the context otherwise requires.

2.   CREDIT REVIEW SERVICES

     A.   ACS and LENDER hereby agree to a PLUS credit review services
          arrangement whereby--

          LENDER agrees to make PLUS Loans to individuals eligible to be
     Borrowers pursuant to the terms of the Higher Education Act and any
     applicable Guarantor Regulations;

                                                                              27

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

          ACS agrees to act as an agent of LENDER for the receipt, evaluation,
     handling and maintenance of certain PLUS Loan credit information on behalf
     of LENDER, in order to assist LENDER in making decisions with respect to
     the approval or denial of PLUS Loans consistent with the terms of the
     Higher Education Act and any applicable Guarantor Regulations; and

          LENDER makes the final lending decision, in accordance with the
     procedures established herein and such credit history appeal processes
     (relating to credit report errors or extenuating circumstances) as may be
     further determined by LENDER.

     B.   ACS agrees to provide the following credit review services on behalf
          of LENDER:

          Review Loan Applications for information required by credit bureaus
     for performing a credit check. In this regard, LENDER shall assure that all
     Loan Applications with co-Applicants shall include the social security
     number of each Applicant. LENDER or the Educational Institution of the
     Applicant(s) will be contacted if additional information is required.

          Generate and submit to a national credit bureau appropriate Applicant
     information for the purpose of obtaining credit information for each
     Applicant.

          Receive and evaluate a credit report from a national credit bureau for
     each Applicant. ACS shall be entitled to rely upon all information
     furnished to ACS by a national credit bureau and shall not be liable or
     responsible in any manner for any inaccuracy or error contained in the
     credit report obtained by ACS on LENDER's behalf from a national credit
     bureau.

          Identify each Applicant for a PLUS Loan who does not have an Adverse
     Credit history by generating and providing to LENDER a disbursement report
     related to loan origination.

          Identify each Applicant for a PLUS Loan who has an Adverse Credit
     history by generating and providing to LENDER a credit review report which:

               a.   Lists the name, address, and social security number of
               each Applicant who has an Adverse Credit history;

               b.   Lists the Adverse Credit factors found on the
               Applicant's credit bureau report which, absent extraordinary
               circumstances, require credit denial; and

               c.   Provides the name and address of the credit bureau
               accessed for the Adverse Credit history information.

          Generate and mail to the Applicant an "adverse action" letter on
     behalf of LENDER and in LENDER's name with respect to each Applicant who
     has been identified as having an Adverse Credit history, within 30 days
     after ACS receives a completed Loan Application from LENDER and the credit
     bureau report.

          Upon request by LENDER from time to time, return the original or a
     copy of each Loan Application processed by ACS (other than electronically
     transmitted Loan Applications, which will not be transmitted to LENDER) for
     which an Adverse Credit history exists, and other information in ACS's
     possession regarding its review of such Loan Application.

          Maintain accurate books and records of all transactions hereunder,
     including Adverse Credit history reports of Applicants processed for LENDER
     hereunder.

                                                                              28

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

     C.   LENDER agrees that, with respect to all PLUS Loans processed under
          these PLUS Credit Review Services Terms, it will:

          Assure that all information set forth in Loan Applications and all
     other information provided to ACS in connection with the performance of its
     services hereunder is accurate and complete.

          Be responsible for handling and evaluating all appeals of credit
     denial.

          Communicate, if appropriate after the credit denial appeal process is
     completed, its approval of a Loan Application to ACS for each Applicant
     which ACS previously identified as possessing an Adverse Credit history by
     submitting a letter attached to the Loan Application (or a copy of the Loan
     Application) requesting the PLUS Loan to be guaranteed, due to error or
     other extenuating circumstances relating to the original credit information
     obtained by ACS on LENDER's behalf, and properly documenting such error
     correction or other extenuating circumstances.

     D.   Nothing contained in these PLUS Credit Review Services Terms shall
          make ACS a loan production office or a holder or originator of any
          PLUS Loan, the application of which has been processed hereunder.
          LENDER acknowledges that it has sole authority and responsibility for
          the decision to approve or deny PLUS Loans hereunder.

3.   TERM

The credit review services contemplated by these PLUS Credit Review Services
Terms shall commence on the date first mentioned above and continue until the
sooner of (i) termination by either party, with or without cause, upon not less
than thirty (30) days' written notice to the other party; or (ii) automatic
termination upon the termination or expiration of the Servicing Agreement.

4.   LIABILITY LIMITATIONS

In performing its PLUS Loan credit review services and other Loan Application
processing functions, ACS shall only be liable for its own gross negligence or
intentional misconduct. ACS shall have no responsibility for the inaccuracy or
incompleteness of any Loan Application or credit bureau report or the
information contained thereon, or for any credit decision made by the Lender.
Subject to the foregoing, the provisions of the Servicing Agreement limiting
ACS's liability are also hereby incorporated by reference and shall be binding
between the parties hereto with respect to the PLUS Loan credit review services
and other matters contemplated herein.

5.   INCORPORATION BY REFERENCE

The terms of the Servicing Agreement are incorporated herein by reference and
shall be applicable to the PLUS Loan credit review services, to the extent not
inconsistent with or contrary to any provision herein. In the event of any
conflict, the terms of this Exhibit shall prevail.

                                                                              29

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                    EXHIBIT G
                          AFFILIATE SERVICING ADDENDUM

     THIS AFFILIATE SERVICING ADDENDUM is made this ___ date of ___________,
2002 (the "Affiliate Servicing Addendum"), by and among ACS EDUCATION, SERVICES,
INC. ("ACS"), EDUCATION LENDING SERVICES, INC. ("ELS"),
__________________________ ("Affiliate") and _______________________________ as
the eligible lender trustee on behalf of the Affiliate ("Affiliate Eligible
Lender Trustee").

     This Affiliate Servicing Addendum is an addendum to that certain Servicing
Agreement among ACS, ELS and Fifth Third Bank as eligible lender trustee on
behalf of ELS (the "ELS ELT") dated as of _____________, 2002, including all
amendments, addenda, attachments, exhibits and schedules thereto (herein the
"Servicing Agreement").

     Capitalized terms used in this Affiliate Servicing Addendum without
definitions shall have the meanings ascribed to such terms in the Servicing
Agreement.

     WHEREAS, ELS desires ACS to provide the services set forth in the Servicing
Agreement for the Affiliate and the Affiliate Eligible Lender Trustee; and

     WHEREAS, ACS agrees to provide the services set forth in the Servicing
Agreement with respect to student loans owned by the Affiliate and held by the
Affiliate Eligible Lender Trustee acting on its behalf under the terms of the
Servicing Agreement.

     NOW, THEREFORE, in consideration of the mutual promises contained herein
and other valuable consideration, and intending to be legally bound, ACS, ELS,
Affiliate and Affiliate Eligible Lender Trustee agree as follows:

     (1)  ACS and ELS agree to amend the existing Servicing Agreement by adding
this Affiliate Servicing Addendum to the Agreement. For purposes of construing
the Servicing Agreement in order to carry out the intention of this Affiliate
Servicing Addendum, (i) each reference to LENDER in the Servicing Agreement
shall mean the Affiliate and; (ii) each reference to the Eligible Lender Trustee
in the Servicing Agreement shall mean the Affiliate Eligible Lender Trustee.

     (2)  ACS agrees to perform its duties and obligations for the Affiliate and
the Affiliate Eligible Lender Trustee in accordance with the terms and
conditions set forth in the Servicing Agreement, as amended, for student loans
owned by the Affiliate and held by the Affiliate Eligible Lender Trustee. ELS,
Affiliate and Affiliate's Eligible Lender Trustee agree to perform their
respective duties and obligations in accordance with the terms and conditions
set forth in the Servicing Agreement, as amended.

     (3)  ELS shall be responsible for and agrees to pay all fees due to ACS for
services rendered to the Affiliate and the Affiliate Eligible Lender Trustee by
ACS under the Servicing Agreement with respect to the student loans owned by the
Affiliate. ACS shall not be required to separately bill Affiliate and Affiliate
Eligible Lender Trustee, but shall bill ELS directly for services provided
hereunder to Affiliate and Affiliate Eligible Lender Trustee. In addition, ELS
shall be responsible for all aspects of the relationship, support services, and
interface with Affiliate, it being understood that ACS shall have no obligation
to deal with Affiliate directly with respect to loan servicing or related
issues, and ACS shall be entitled to rely on any instructions given by ELS on
behalf of Affiliate.

                                                                              30

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

     (4)  Notwithstanding Section (1) above, ELS, rather than Affiliate or
Affiliate Eligible Lender Trustee, shall have the right to terminate the
Servicing Agreement with respect to the services provided to the Affiliate and
the Affiliate Eligible Lender Trustee on the terms and conditions set forth in
the Servicing Agreement.

(5)  All notices or other communications by one of the parties hereto to the
     Affiliate shall be addressed as follows:
     _____________________________________; and to the Affiliate Eligible Lender
     Trustee as follows: _______________________________________, or such other
     address as may be indicated from time to time by such party.

(6)  This Affiliate Servicing Addendum shall be effective as of the first date
     written above.

(7)  This Affiliate Servicing Addendum may be simultaneously executed in several
     counterparts, each of which shall be an original and all of which shall
     constitute one and the same instrument.

(8)  By signing this Affiliate Servicing Addendum, each party certifies that it
     has the power and authority to execute and deliver this Affiliate Servicing
     Addendum and to carry out its terms and the terms of the Servicing
     Agreement, and the execution, delivery and performance of this Affiliate
     Servicing Addendum has been duly authorized by each respective entity.

IN WITNESS WHEREOF, the parties hereto caused this instrument to be duly
executed as of the month, day and the year of this Affiliate Servicing Addendum.

                                                                              31

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                        ACS EDUCATION SERVICES, INC.
                                        as Servicer


                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------


                                        EDUCATION LENDING SERVICES, INC.


                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------

                                        [                                      ]
                                         --------------------------------------
                                        as Affiliate


                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------

                                        [                                      ]
                                         --------------------------------------
                                        as Affiliate Eligible Lender Trustee


                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------

                                                                              32

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

                                TABLE OF CONTENTS

Section                                                                   Page
-------                                                                   ----

1.   ACS Obligations.........................................................  1

2.   LENDER Obligations......................................................  4

3.   Banking.................................................................  4

4.   Charges.................................................................  5

5.   Term and Termination....................................................  6

6.   Reviews and Audits......................................................  7

7.   Representations, Warranties and Covenants of ACS........................  7

8.   Exclusion of Warranties and Limitations of ACS's Liability..............  9

9.   Indemnification......................................................... 11

10.  Contingency Plan........................................................ 11

11.  Financial and Administrative Responsibility............................. 11

12.  Waiver of Jury Trial.................................................... 11

13.  Miscellaneous........................................................... 12

14.  Insurance Coverage...................................................... 14

15.  Security Interest of Indenture Trustee.................................. 14

16.  Servicing for Affiliates................................................ 15

EXHIBIT A ORIGINATION SERVICES............................................... 16

EXHIBIT A-1 SERVICE LEVEL METRICS............................................ 18

EXHIBIT B POST-ORIGINATION SERVICES.......................................... 20

EXHIBIT C SERVICING FEES............................Error! Bookmark not defined.

EXHIBIT D NOTE EXAMINATION ELECTION.......................................... 23

EXHIBIT E BLANKET CURE TERMS................................................. 24

EXHIBIT E-1 CURE FEES........................................................ 26

EXHIBIT F PLUS CREDIT REVIEW SERVICES TERMS.................................. 27

                                                                              33

<PAGE>

[LOGO OF ACS]

                                   FEDERAL FFEL
                                   ---------------------------------------------
                                   SERVICING AGREEMENT

EXHIBIT G AFFILIATE SERVICING ADDENDUM....................................... 30

                                                                              34