<PAGE>

                                                                   EXHIBIT 10.11

                                                                  EXECUTION COPY

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                             AUCTION AGENT AGREEMENT

                                  by and among

                       EDUCATION FUNDING CAPITAL TRUST-II
                                   as Issuer,

                                FIFTH THIRD BANK
                              as Indenture Trustee,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                as Auction Agent

                                   ----------

                            Dated as of April 1, 2003

                                   ----------

                                   Relating to

                       Education Funding Capital Trust-II

                    $500,000,000 Education Loan Backed Notes
                                  consisting of

                     Education Loan Backed Notes, Series A-4
                     Education Loan Backed Notes, Series A-5
                     Education Loan Backed Notes, Series A-6
                     Education Loan Backed Notes, Series A-7
                     Education Loan Backed Notes, Series A-8
                     Education Loan Backed Notes, Series B-1

================================================================================

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
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<S>                                                                                                        <C>
SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION..........................................................  1
  1.1   Terms Defined by Reference to Indenture...........................................................  1
  1.2   Terms Defined Herein..............................................................................  1
  1.3   Rules of Construction.............................................................................  3

SECTION 2. THE AUCTION....................................................................................  3
  2.1   Interest Rate on Auction Rate Notes; Incorporation by Reference of Auction Procedures and
        Settlement Procedures.............................................................................  3
  2.2   Preparation of Each Auction; Maintenance of Existing Owner Registry...............................  4
  2.3   All Hold Rate, Maximum Rate, Net Loan Rate, Applicable LIBOR Rate.................................  6
  2.4   Auction Schedule..................................................................................  7
  2.5   Changes in Auction Periods or Auction Date........................................................  8
  2.6   Notice of Fee Rate Change.........................................................................  9
  2.7   Notices to Existing Owners........................................................................  9
  2.8   Payment Default...................................................................................  9
  2.9   Broker-Dealers....................................................................................  9
  2.10  Access to and Maintenance of Auction Records......................................................  9

SECTION 3. TERM OF AGREEMENT.............................................................................. 11

SECTION 4. INDENTURE TRUSTEE.............................................................................. 11

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE INDENTURE TRUSTEE........................................ 12

SECTION 6. THE AUCTION AGENT.............................................................................. 12
  6.1   Duties and Responsibilities....................................................................... 12
  6.2   Rights of the Auction Agent....................................................................... 13
  6.3   Auction Agent's Disclaimer........................................................................ 13
  6.4   Compensation, Remedies and Indemnification........................................................ 13
  6.5   Compensation of the Broker-Dealers................................................................ 14

SECTION 7. MISCELLANEOUS.................................................................................. 15
  7.1   Governing Law..................................................................................... 15
  7.2   Communications.................................................................................... 15
  7.3   Entire Agreement.................................................................................. 16
  7.4   Benefits.......................................................................................... 16
  7.5   Amendment; Waiver................................................................................. 17
  7.6   Successors and Assigns............................................................................ 17
  7.7   Severability...................................................................................... 17
  7.8   Execution in Counterparts......................................................................... 17
</TABLE>

                                      - i -

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Exhibits

Exhibit A -- List of Initial Broker-Dealers
Exhibit B -- Notice of Ratings
Exhibit C -- Notice of Notes Outstanding
Exhibit D -- Notice of Fee Rate Change
Exhibit E -- Notice of a Payment Default
Exhibit F -- Settlement Procedures
Exhibit G -- Notice of Continuation of Auction Period
Exhibit H -- Notice of Interest Rate

                                     - ii -

<PAGE>

                             AUCTION AGENT AGREEMENT

        THIS AUCTION AGENT AGREEMENT, dated as of April 1, 2003 (this "Auction
Agent Agreement"), is being entered into by and among EDUCATION FUNDING CAPITAL
TRUST-II, a Delaware statutory trust (together with any successors or assigns,
the "Issuer"), FIFTH THIRD BANK, an Ohio banking corporation, as Indenture
Trustee (together with any successors or assigns, the "Indenture Trustee") under
a certain Indenture of Trust, as hereinafter defined and described, and DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking corporation (together with its
successors and assigns, the "Auction Agent"), acting not in its individual
capacity but solely as agent for the Issuer.

                              W I T N E S S E T H:

        WHEREAS, the Issuer proposes to cause the Indenture Trustee to
authenticate and deliver $500,000,000 aggregate principal amount of its
Education Loan Backed Notes, in six series designated Education Loan Backed
Notes, Series A-4 (the "Series A-4 Notes"), Education Loan Backed Notes, Series
A-5 (the "Series A-5 Notes"), Education Loan Backed Notes, Series A-6 (the
"Series A-6 Notes"), Education Loan Backed Notes, Series A-7 (the "Series A-7
Notes"), Education Loan Backed Notes, Series A-8 (the "Series A-8 Notes"), and
Education Loan Backed Notes, Series B-1 (the "Series B-1 Notes")(the "Series B-1
Notes" and, together with the Series A-4 Notes, the Series A-5 Notes, the Series
A-6 Notes, the Series A-7 Notes and the Series A-8 Notes, the "Auction Rate
Notes"). The Auction Rate Notes are being issued under an Indenture of Trust
dated as of April 1, 2003 (the "Indenture"); and

        WHEREAS, pursuant to Appendix B to the Indenture, the Auction Agent has
been appointed to act in the capacities set forth in this Auction Agent
Agreement; and

        WHEREAS, the Indenture Trustee is entering into this Auction Agent
Agreement at the direction of the Issuer pursuant to the terms of the Indenture;

        NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Issuer, the Indenture Trustee and the Auction
Agent agree as follows:

        Section 1.      Definitions and Rules of Construction.

                1.1     Terms Defined by Reference to Indenture. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
such terms in the Indenture.

                1.2     Terms Defined Herein. As used herein and in the
Settlement Procedures (as defined below), the following terms shall have the
following meanings, unless the context otherwise requires:

                "Auction" shall have the meaning specified in Section 2.1
hereof.

                "Auction Agent Fee" shall have meaning specified in Section
6.4(a) hereof.

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                "Auction Procedures" shall mean the provisions that are set
forth in Section 2.02 of Appendix B to the Indenture.

                "Authorized Auction Agent Officer" shall mean, with respect to
the Auction Agent, each Managing Director, Vice President, Assistant Vice
President and Associate of the Auction Agent and every other officer of the
Auction Agent assigned to its Corporate Trust and Agency Group and every other
officer or employee of the Auction Agent designated as an "Authorized Auction
Agent Officer" for purposes hereof in a communication to the Indenture Trustee
and the Issuer.

                "Authorized Issuer Officer" shall mean, with respect to the
Issuer, means any vice president, trust officer or other officer of the Co-Owner
Trustee authorized to sign the document or take the action in question and every
other officer or employee of the Issuer designated as an "Authorized Issuer
Officer" for purposes hereof in a communication to the Indenture Trustee and the
Auction Agent.

                "Authorized Trustee Representative" shall mean each vice
president, assistant vice president or trust officer in the corporate trust
department of the Indenture Trustee and every other officer or employee of the
Indenture Trustee designated as an "Authorized Trustee Representative" for
purposes hereof in a written communication to the Auction Agent and the Issuer.

                "Broker-Dealer" shall mean, with respect to each Series of
Auction Rate Notes, a Person listed as a Broker-Dealer for such Series on
Exhibit A hereto, as such Exhibit A may be amended from time to time.

                "Broker-Dealer Agreements" shall mean each agreement between the
Auction Agent and a Broker-Dealer substantially in the form of the Broker-Dealer
Agreements dated as of April 1, 2003 between the Auction Agent and each of
Citigroup Global Markets Inc. and William R. Hough & Co.

                "Broker-Dealer Fee" shall have the meaning specified in Section
6.5(a) hereof.

                "Broker-Dealer Fee Rate" shall have the meaning specified in
Section 6.5(b) hereof.

                "Existing Owner Registry" shall mean the register maintained by
the Auction Agent pursuant to Section 2.2 hereof.

                "Notice of Failure to Deliver or Make Payment" shall mean a
notice substantially in the form of Exhibit D to the Broker-Dealer Agreement.

                "Notice of Fee Rate Change" shall mean a notice substantially in
the form of Exhibit D hereof.

                "Notice of Payment Default" shall mean a notice substantially in
the form of Exhibit E hereto.

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                "Notice of Ratings" shall mean a notice substantially in the
form of Exhibit B hereto.

                "Notice of Notes Outstanding" shall mean a notice substantially
in the form of Exhibit C hereto.

                "Notice of Transfer" shall mean a notice substantially in the
form of Exhibit C to the Broker-Dealer Agreement.

                "Participant" shall mean a member of, or participant in, the
Securities Depository.

                "Settlement Procedures" shall mean the Settlement Procedures
attached as Exhibit F hereto.

                1.3     Rules of Construction. Unless the context or use
indicates another or different meaning or intent, the following rules shall
apply to the construction of this Auction Agent Agreement:

                (a)     Words importing the singular number shall include the
        plural number and vice versa.

                (b)     The captions and headings herein are solely for
        convenience of reference and shall not constitute a part of this Auction
        Agent Agreement nor shall they affect its meaning, construction or
        effect.

                (c)     The words "hereof," "herein," "hereto" and other words
        of similar import refer to this Auction Agent Agreement as a whole.

                (d)     All references herein to a particular time of day shall
        be to New York City time.

                (e)     The rights and duties of the Indenture Trustee, the
        Auction Agent and the Issuer under this Auction Agent Agreement shall
        apply to each Series of the Auction Rate Notes, but separately in each
        case. References to "Auction Rate Notes" shall, unless the context
        clearly contemplates a reference to all the Auction Rate Notes, be
        deemed to refer only to a particular Series of Auction Rate Notes.

        Section 2.      The Auction.

                2.1     Interest Rate on Auction Rate Notes; Incorporation by
Reference of Auction Procedures and Settlement Procedures.

                (a)     During the Initial Period, each Series of the Auction
        Rate Notes shall bear interest at the Initial Rate for such Series.
        Thereafter, the Auction Rate Notes shall bear interest at the Auction
        Note Interest Rate based on an Interest Period that shall be an Auction
        Period. The Auction Note Interest Rate on each Series of the Auction
        Rate Notes for each Auction Period shall be the least of (i) the Net
        Loan Rate, (ii) the Auction

                                        3

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        Rate determined in accordance with the Auction Procedures, and (iii) the
        Maximum Rate. Pursuant to Section 2.02(e) of Appendix B to the
        Indenture, the Issuer has duly appointed Deutsche Bank Trust Company
        Americas as Auction Agent for purposes of the Auction Procedures and to
        perform such other obligations and duties as are herein set forth.
        Deutsche Bank Trust Company Americas hereby accepts such appointment and
        agrees that, on each Auction Date, it shall follow the procedures set
        forth in this Section 2 and the Auction Procedures for the purpose of,
        among other things, determining the Auction Rate, and ultimately the
        Auction Note Interest Rate for each Series of the Auction Rate Notes for
        each Auction Period other than the Initial Period. Each periodic
        operation of such procedures is hereinafter referred to as an "Auction."

                (b)     All of the provisions contained in the Auction
        Procedures and the Settlement Procedures are incorporated herein by
        reference in their entirety and shall be deemed to be a part hereof to
        the same extent as if such provisions were fully set forth herein.

                2.2     Preparation of Each Auction; Maintenance of Existing
Owner Registry.

                (a)     A list of Broker-Dealers (showing William R. Hough & Co.
        as the initial Broker-Dealer for the Series A-4 Notes and Series A-5
        Notes and Citigroup Global Markets Inc. as the initial Broker-Dealer for
        the Series A-6 Notes, Series A-7 Notes, Series A-8 Notes and Series B-1
        Notes) is attached as Exhibit A to this Auction Agent Agreement. Not
        later than seven days prior to any Auction Date for which any change in
        such list of Broker-Dealers is to be effective, the Indenture Trustee,
        at the direction of an Authorized Issuer Officer, will notify the
        Auction Agent in writing of such change and, if any such change is the
        addition of a Broker-Dealer to such list, shall cause to be delivered to
        the Auction Agent for execution by the Auction Agent a Broker-Dealer
        Agreement manually signed by such Broker-Dealer. The Auction Agent shall
        have entered into a Broker-Dealer Agreement with each Broker-Dealer
        prior to the participation of any such Broker-Dealer in any Auction.

                (b)     In the event that any day that is scheduled to be an
        Auction Date shall be changed after the Auction Agent shall have given
        the notice of such Auction Date pursuant to clause (vii) of paragraph
        (a) of the Settlement Procedures, the Auction Agent, by such means as
        the Auction Agent deems practicable, shall give notice of such change to
        the Broker-Dealers not later than the earlier of 9:15 a.m. on the new
        Auction Date and 9:15 a.m. on the old Auction Date.

                (c)     (i)     The Auction Agent shall maintain a current
                registry of Persons that are Broker-Dealers, compiled initially
                on the Closing Date as described below, and that hold Auction
                Rate Notes, for purposes of dealing with the Auction Agent in
                connection with an Auction (such registry being herein called
                the "Existing Owner Registry"). Such Persons shall constitute
                the "Existing Owners" for purposes of dealing with the Auction
                Agent in connection with an Auction. The Auction Agent shall
                indicate in the Existing Owner Registry for each Existing Owner
                the identity of the Broker-Dealer that submitted the most recent
                Order in

                                        4

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                any Auction that resulted in such Existing Owner continuing to
                hold or purchasing the Auction Rate Notes. Pursuant to the
                Broker-Dealer Agreements, Citigroup Global Markets Inc. and
                William R. Hough & Co., as the initial Broker-Dealers, have
                agreed to provide to the Auction Agent on the Closing Date the
                names and addresses of the Persons who are to be initially
                listed on the Existing Owner Registry as constituting the
                initial Existing Owners of Auction Rate Notes of the applicable
                Series for purposes of dealing with the Auction Agent in
                connection with an Auction. The Auction Agent may rely upon, as
                evidence of the identities of the Existing Owners, such lists,
                the results of each Auction and notices from any Existing Owner,
                Participant of any Existing Owner or Broker-Dealer of any
                Existing Owner as described in Section 2.2(c)(iii) hereof.

                        (ii)    The Indenture Trustee shall notify the Auction
                Agent in writing when any notice of redemption of Auction Rate
                Notes is sent to the Securities Depository as the Holder of
                Auction Rate Notes not later than 11:00 a.m. on the date such
                notice is sent. Such notice with respect to a redemption shall
                be substantially in the form of Exhibit C hereto. In the event
                the Auction Agent receives from the Indenture Trustee written
                notice of any partial redemption of any Auction Rate Notes, the
                Auction Agent shall request the Securities Depository to notify
                the Auction Agent of the Participants whose Auction Rate Notes
                have been called for redemption and the person or department at
                such Participant to contact regarding such redemption and,
                within two Business Days after the receipt by the Auction Agent
                of such information, the Auction Agent shall request each
                Participant to disclose to the Auction Agent (upon selection by
                such Participant of the Existing Owners whose Auction Rate Notes
                are to be redeemed) the aggregate principal amount of such
                Auction Rate Notes of each such Existing Owner, if any, that are
                to be redeemed. In the absence of receiving any such information
                with respect to any Existing Owner from such Existing Owner's
                Participant or otherwise, the Auction Agent may continue to
                treat such Existing Owner as the beneficial owner of the
                principal amount of Auction Rate Notes shown in the Existing
                Owner Registry.

                        (iii)   The Auction Agent shall be required to register
                in the Existing Owner Registry a transfer of Auction Rate Notes
                from an Existing Owner to another Person only if such transfer
                is made to a Person through a Broker-Dealer and if (A) such
                transfer is pursuant to an Auction or (B) the Auction Agent has
                been notified in writing (1) in a notice substantially in the
                form of a Notice of Transfer by such Existing Owner, by the
                Participant of such Existing Owner or by the Broker-Dealer of
                such Existing Owner of such transfer, or (2) in a notice
                substantially in the form of a Notice of Failure to Deliver or
                Make Payment by the Broker-Dealer of any Person that purchased
                or sold Auction Rate Notes in an Auction of the failure of such
                Auction Rate Notes to be transferred as a result of the Auction.
                The Auction Agent is not required to accept any Notice of
                Transfer or Notice of Failure to Deliver or Make Payment
                delivered prior to an Auction unless it is received by the
                Auction Agent by 3:00 p.m. on the Business Day next preceding
                the applicable Auction Date.

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                (d)     The Auction Agent may request that the Broker-Dealers,
        as set forth in the Broker-Dealer Agreements, provide the Auction Agent
        with the aggregate principal amount of Auction Rate Notes held by such
        Broker-Dealers for purposes of the Existing Owner Registry. Except as
        permitted by Section 2.10 hereof, the Auction Agent shall keep
        confidential any such information and shall not disclose any such
        information so provided to any Person other than the relevant
        Broker-Dealer, the Issuer and the Indenture Trustee, provided that the
        Auction Agent reserves the right to disclose any such information if it
        is advised by its counsel that its failure to do so would be unlawful or
        if failure to do so would expose the Auction Agent to loss, liability,
        claim or damages for which the Auction Agent shall not previously have
        been adequately indemnified.

                (e)     The Auction Agent shall send by telecopy or other means
        a copy of any Notice of Notes Outstanding received from the Indenture
        Trustee to each Broker-Dealer in accordance with Section 4.3 of the
        applicable Broker-Dealer Agreement.

                2.3     All Hold Rate, Maximum Rate, Net Loan Rate, Applicable
LIBOR Rate.

                (a)     On each Auction Date, the Auction Agent shall determine
        the All Hold Rate, the Maximum Rate and the Applicable LIBOR Rate. The
        components of the Net Loan Rate with respect to each Auction Date shall
        be determined by the Administrator and communicated in writing to the
        Auction Agent in accordance with the Indenture. Not later than 9:30 a.m.
        on each Auction Date, the Auction Agent shall notify the Indenture
        Trustee and the Broker-Dealers of the All Hold Rate, the Maximum Rate,
        the Net Loan Rate and the Applicable LIBOR Rate so determined. On the
        Closing Date, the Issuer shall give written notice to the Auction Agent
        of the initial ratings on the Auction Rate Notes by each Rating Agency
        substantially in the form of the Notice of Ratings. Thereafter, if there
        is a change in any of such ratings, the Issuer shall give written notice
        to the Auction Agent substantially in the form of the Notice of Ratings
        within three Business Days of its receipt of notice of such change, but
        not later than the close of business on the Business Day immediately
        preceding an Auction Date if the Issuer has received written notice of
        such change in a rating or ratings prior to 12:00 noon on such Business
        Day, and the Auction Agent shall take into account such change in rating
        or ratings for purposes hereof and any Auction so long as such Notice of
        Ratings is received by the Auction Agent no later than the close of
        business on such Business Day. In determining the Maximum Rate and
        All-Hold Rate on any Auction Date, the Auction Agent shall be entitled
        to rely on the Applicable LIBOR Rate of which it has most recently
        received notice.

                (b)     (i)     If, on any Auction Date for an Auction Period,
                an Auction is not held for any reason, then the Auction Note
                Interest Rate for the next succeeding Auction Period shall be
                the lesser of the Net Loan Rate and the Maximum Rate.

                        (ii)    If the ownership of the Auction Rate Notes is no
                longer maintained in Book-entry Form by the Securities
                Depository, no further Auctions shall be held and the Auction
                Note Interest Rate for each Interest Period commencing after the
                delivery of certificated Notes pursuant to Section 1.01(g) of
                the Indenture

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                shall equal the lesser of (A) the applicable Maximum Rate and
                (B) the Net Loan Rate in effect for such Interest Period as
                determined by the Indenture Trustee on the Business Day
                immediately preceding the first day of such subsequent Interest
                Period.

                        (iii)   If a Payment Default shall have occurred with
                respect to a Series of Auction Rate Notes, the Auction Note
                Interest Rate with respect to such Series for each Interest
                Period commencing on or immediately after the occurrence of such
                Payment Default, and for each Interest Period thereafter, to and
                including the Interest Period, if any, during which, or
                commencing less than two Business Days after, such Payment
                Default is cured, shall equal the Non-Payment Rate, as
                determined by the Indenture Trustee on the first day of such
                Interest Period as provided in Appendix B to the Indenture. The
                Interest Rate for each Interest Period commencing at least two
                Business Days after any cure or waiver of a Payment Default
                shall be determined through implementation of the Auction
                Procedures.

                2.4     Auction Schedule. The Auction Agent shall conduct
Auctions for the Auction Rate Notes on the Auction Date in accordance with the
schedule set forth below. Such schedule may be changed by the Auction Agent with
the consent of the Indenture Trustee and the Market Agent, which consents are
not to be unreasonably withheld or delayed. Notice of such a change must be
given prior to the close of business on the Business Day preceding the first
Auction Date on which such change shall be effective.

        Time                                                Event

By 9:30 a.m.                    Auction Agent advises the Indenture Trustee and
                                the Broker-Dealers of the Maximum Rate, the Net
                                Loan Rate, the All Hold Rate, and the Applicable
                                LIBOR Rate to be used in determining the Auction
                                Rate under the Auction Procedures and the
                                Auction Agent Agreement.

9:30 a.m.-1:00 p.m.             Auction Agent assembles information communicated
                                to it by Broker-Dealers as provided in the
                                Auction Procedures. Submission Deadline is 1:00
                                p.m.

Not earlier than 1:00 p.m.      Auction Agent makes determinations pursuant to
                                Section 2.02(a)(iii) of Appendix B to the
                                Indenture.

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<PAGE>

Not later than 3:00 p.m.        Auction Agent advises the Indenture Trustee and
                                the Broker-Dealers of the results of the Auction
                                as provided in Section 2.02(a)(iii)(B) and (C)
                                of Appendix B to the Indenture. Submitted Bids
                                and Submitted Sell Orders are accepted and
                                rejected in whole or in part and principal
                                amounts of Auction Rate Notes are allocated as
                                provided in the Auction Procedures. Auction
                                Agent gives notice of Auction results as set
                                forth in Section 2.4(a) of the Broker-Dealer
                                Agreement.

        The Auction Agent shall follow the notification procedures set forth in
paragraph (a) of the Settlement Procedures.

                2.5     Changes in Auction Periods or Auction Date.

                (a)     Changes in Auction Period or Periods.

                        (i)     The Auction Agent shall deliver any notice
                delivered to it pursuant to Section 2.02(g)(i) of Appendix B to
                the Indenture to the Existing Owners within two Business Days of
                its receipt thereof.

                        (ii)    The Auction Agent shall deliver any Issuer
                Certificate delivered to it pursuant to Section 2.02(g)(iii) of
                Appendix B to the Indenture to the Broker-Dealers not later than
                3:00 p.m. on the last Business Day preceding the next Auction
                Date by telecopy or similar means.

                        (iii)   If, after delivery to the Auction Agent of the
                notice referred to in Section 2.02(g)(i) of Appendix B to the
                Indenture, the Auction Agent fails to receive the Issuer
                Certificate and the Market Agent consent referred to in Section
                2.02(g)(iii) of Appendix B to the Indenture by 11:00 a.m. on the
                last Business Day preceding the next Auction Date, the Auction
                Agent shall deliver a notice of such failure in substantially
                the form of Exhibit G hereto to the Broker-Dealers not later
                than 3:00 p.m. on such Business Day by telecopy or other similar
                means.

                        (iv)    If, after delivery to the Auction Agent of the
                notice referred to in the Section 2.02(g)(i) of Appendix B to
                the Indenture and the certificate referred to in Section
                2.02(g)(iii) of Appendix B to the Indenture, Sufficient Bids are
                not received by the Auction Agent by the Submission Deadline,
                the Auction Agent shall notify the Broker-Dealers not later than
                3:00 p.m. on such Auction Date by telephone confirmed in writing
                in substantially the form of Exhibit H hereto the next Business
                Day.

                (b)     Changes in Auction Date. The Auction Agent shall deliver
        any notice delivered to it pursuant to Section 2.02(h) of Appendix B to
        the Indenture to the Broker-Dealers within three Business Days of its
        receipt thereof.

                                        8

<PAGE>

                2.6     Notice of Fee Rate Change. If the Broker-Dealer Fee Rate
is changed pursuant to the provisions of Section 6.5(b) hereof, the Auction
Agent shall deliver a Notice of Fee Rate Change (i) to the Indenture Trustee
with respect to a change in the Broker-Dealer Fee Rate and (ii) to the
Broker-Dealers with respect to a change in the Broker-Dealer Fee Rate, in each
case within two Business Days of such change.

                2.7     Notices to Existing Owners. The Auction Agent shall be
entitled to rely upon the address of each Broker-Dealer as provided in Section
4.3 of the applicable Broker-Dealer Agreement in connection with any notice to
each Broker-Dealer, as an Existing Owner, required to be given by the Auction
Agent.

                2.8     Payment Default.

                (a)     After delivery by the Indenture Trustee to the Auction
        Agent of a notice that a Payment Default shall have occurred, the
        Auction Agent shall, on the Business Day following its receipt of the
        same, deliver a Notice of Payment Default to the Broker-Dealers by
        telecopy or other similar means.

                (b)     The Auction Agent shall deliver a copy of any notice
        received by it from the Indenture Trustee to the effect that a Payment
        Default has been cured to the Broker-Dealers on the Business Day
        following its receipt of the same by telecopy or other similar means.

                2.9     Broker-Dealers.

                (a)     If the Auction Agent is provided with a copy of a
        Broker-Dealer Agreement, which has been manually signed, with any Person
        listed on Exhibit A hereto to which the Indenture Trustee, at the
        direction of an Authorized Issuer Officer, shall have consented, it
        shall enter into such Broker-Dealer Agreement with such Person. The
        Issuer hereby directs the Indenture Trustee to consent to Citigroup
        Global Markets Inc. and William R. Hough & Co. as the initial
        Broker-Dealers.

                (b)     The Auction Agent may, at the written direction of an
        Authorized Issuer Officer and with the approval of Citigroup Global
        Markets Inc. and William R. Hough & Co., so long as Citigroup Global
        Markets Inc. and William R. Hough & Co. are acting as Broker-Dealers,
        enter into a Broker-Dealer Agreement with any other Person who requests
        to be selected to act as a Broker-Dealer. The Auction Agent shall have
        entered into a Broker-Dealer Agreement with each Broker-Dealer prior to
        the participation of any such Broker-Dealer in any Auction.

                (c)     The Auction Agent shall terminate any Broker-Dealer
        Agreement as set forth therein at the direction of an Authorized Issuer
        Officer.

                2.10    Access to and Maintenance of Auction Records. The
Auction Agent shall afford to the Indenture Trustee, the Issuer and their
respective agents, independent public accountants and counsel access, at
reasonable times during normal business hours, to review and make extracts or
copies (at no cost to the Auction Agent) of all books, records, documents and

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other information concerning the conduct and results of Auctions, provided that
any such agent, accountant or counsel shall furnish the Auction Agent with a
letter from the Indenture Trustee or the Issuer requesting that the Auction
Agent afford such Person access. For purposes of this Section 2.10, the
Broker-Dealers shall not be considered to be agents of the Indenture Trustee or
the Issuer. The Auction Agent shall maintain records relating to any Auction for
a period of two years after such Auction (or for such longer period requested in
writing by the Indenture Trustee or the Issuer, not to exceed four years after
each Auction), and such records shall, in reasonable detail, accurately and
fairly reflect the actions taken by the Auction Agent hereunder. At the end of
such period, the Auction Agent shall deliver such records to the Indenture
Trustee, if so requested in writing. The Indenture Trustee and the Issuer agree
to keep any information regarding the conduct and results of the Auctions,
including, without limitation, information regarding customers of any
Broker-Dealer, received from the Auction Agent in connection with this Auction
Agent Agreement confidential and shall not disclose such information or permit
the disclosure of such information without the prior written consent of the
applicable Broker-Dealer to anyone except such agent, accountant or counsel
engaged to audit or review the results of Auctions as permitted by this Section
2.10. Any such agent, accountant or counsel, before having access to such
information, shall agree to keep such information confidential and not to
disclose such information or permit disclosure of such information without the
prior written consent of the applicable Broker-Dealer, except as may otherwise
be required by law.

                                       10

<PAGE>

        Section 3.      Term of Agreement.

                (a)     This Auction Agent Agreement shall terminate on the
        earlier to occur of (i) the satisfaction and discharge of the Indenture
        with respect to the Auction Rate Notes or this Auction Agent Agreement
        and (ii) the date on which this Auction Agent Agreement is terminated in
        accordance with this Section 3. The Indenture Trustee may terminate this
        Auction Agent Agreement in accordance with Section 2.02(e)(i) of
        Appendix B to the Indenture. The Auction Agent may terminate this
        Auction Agent Agreement upon written notice to the Indenture Trustee,
        the Issuer and each Broker-Dealer on the date specified in such notice,
        which date shall be no earlier than 90 days after the date of delivery
        of such notice. Notwithstanding the foregoing, the provisions of Section
        2 hereof shall terminate upon the delivery of certificates representing
        Auction Rate Notes pursuant to the Indenture. Notwithstanding the
        foregoing, the Auction Agent may terminate this Agreement without
        further notice if, within 25 days after notifying in writing the
        Indenture Trustee, the Issuer and each Broker-Dealer that it has not
        received payment of any Auction Agent Fee due it in accordance with the
        terms hereof, the Auction Agent does not receive such payment. Any
        resignation of the Auction Agent or termination of this Auction Agent
        Agreement, other than as described in the preceding sentence of this
        paragraph, shall not become effective until a successor Auction Agent
        has been appointed and acceptance of such appointment by such successor
        Auction Agent. The Issuer and the Indenture Trustee agree to diligently
        proceed to appoint a successor Auction Agent. However, if a successor
        Auction Agent shall not have been appointed within 60 days from the date
        of such notice of resignation, the resigning Auction Agent may petition
        any court of competent jurisdiction for the appointment of a successor
        Auction Agent.

                (b)     Except as otherwise provided in this Section 3(b), the
        respective rights and duties of the Indenture Trustee, the Issuer and
        the Auction Agent under this Auction Agent Agreement shall cease upon
        termination of this Auction Agent Agreement. The Indenture Trustee's
        representations and warranties to the Auction Agent under Section 5
        hereof, the Issuer's obligations to the Auction Agent under Section 6.4
        hereof and to the Broker-Dealers under Section 6.5 hereof, and the
        Auction Agent's obligations under Section 2.10 hereof shall survive the
        termination of this Auction Agent Agreement subject to Section 4 hereof.
        Upon termination of this Auction Agent Agreement, the Auction Agent
        shall, upon written request, promptly deliver to the Indenture Trustee
        copies of all books and records maintained by it with respect to Auction
        Rate Notes in connection with its duties hereunder.

        Section 4.      Indenture Trustee. All privileges, rights and immunities
given to the Indenture Trustee in the Indenture are hereby extended to and
applicable to the Indenture Trustee's obligations hereunder.

                                       11

<PAGE>

        Section 5.      Representations and Warranties of the Indenture Trustee.
The Indenture Trustee hereby represents and warrants to the Auction Agent and
the Issuer as follows:

                5.1     The Indenture Trustee (i) has been duly incorporated and
is validly existing and in good standing as a banking corporation under the laws
of Ohio, and (ii) has all necessary authority, approvals, consents (whether from
the Issuer or otherwise) to enter into and perform its obligations under this
Auction Agent Agreement. This Auction Agent Agreement has been duly and validly
authorized, executed and delivered by the Indenture Trustee and constitutes the
legal, valid, binding and enforceable obligation of the Indenture Trustee.

                5.2     Neither the execution, delivery and performance of this
Auction Agent Agreement, the consummation of the transactions contemplated
hereby nor the fulfillment of or compliance with the terms and conditions of
this Auction Agent Agreement will conflict with, violate or result in a breach
of, the terms, conditions or provisions of, or constitute a default under, any
law or regulation, any order or decree of any court or public authority having
jurisdiction over the Indenture Trustee, or any mortgage, indenture, contract,
agreement or undertaking to which the Indenture Trustee is a party or by which
it is bound, or the organizational documents pursuant to which the Indenture
Trustee has been created and under which it is operating.

                5.3     All approvals, consents and orders of any governmental
authority, legislative body, board, agency or commission having jurisdiction
over the Indenture Trustee that would constitute a condition precedent to or the
absence of which would materially adversely affect the due performance by the
Indenture Trustee of its obligations under this Auction Agent Agreement have
been obtained.

        Section 6.      The Auction Agent.

                6.1     Duties and Responsibilities.

                (a)     The Auction Agent is acting solely as agent of the
        Issuer and owes no fiduciary duties to any Person by reason of this
        Auction Agent Agreement. The Auction Agent undertakes to perform such
        duties and only such duties as are specifically set forth in this
        Auction Agent Agreement, and no implied covenants or obligations shall
        be read into this Auction Agent Agreement by means of the provisions of
        the Indenture or otherwise against the Auction Agent.

                (b)     In the absence of bad faith or negligence on its part,
        the Auction Agent shall not be liable for any action taken, suffered or
        omitted or for any error of judgment made by it in the performance of
        its duties under this Auction Agent Agreement. The Auction Agent shall
        not be liable for any error of judgment made in good faith unless the
        Auction Agent shall have been negligent in ascertaining the pertinent
        facts.

                (c)     The Auction Agent shall not agree to any amendment to a
        Broker-Dealer Agreement without the prior written consent of the Issuer,
        which consent shall not be unreasonably withheld.

                                       12

<PAGE>

                6.2     Rights of the Auction Agent.

                (a)     The Auction Agent may rely and shall be protected in
        acting or refraining from acting upon any communication authorized
        hereby and upon any written instruction, notice, request, direction,
        consent, report, certificate, form of note certificate or other
        instrument, paper or document believed by it to be genuine. The Auction
        Agent shall not be liable for acting upon any telephone communication
        authorized hereby that the Auction Agent believes in good faith to have
        been given by the Issuer, the Indenture Trustee or by a Broker-Dealer.
        The Auction Agent may record telephone communications with the Issuer,
        the Indenture Trustee or with Broker-Dealers or with any of the
        foregoing.

                (b)     The Auction Agent may consult with counsel of its
        choice, and the advice or opinion of such counsel shall be full and
        complete authorization and protection in respect of any action taken,
        suffered or omitted by it hereunder in good faith and in reliance
        thereon.

                (c)     The Auction Agent shall not be required to advance,
        expend or risk its own funds or otherwise incur or become exposed to
        financial liability in the performance of its duties hereunder.

                (d)     The Auction Agent may perform its duties and exercise
        its rights hereunder either directly or by or through agents, attorneys,
        nominees or custodians and shall not be responsible for any misconduct
        or negligence on the part of any agent or attorney appointed by it with
        due care hereunder.

                6.3     Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the correctness of the recitals in this Auction Agent
Agreement or the Broker-Dealer Agreement with respect to other parties thereto
or the validity or adequacy of the Auction Rate Notes.

                6.4     Compensation, Remedies and Indemnification.

                (a)     With respect to each Series of the Auction Rate Notes,
        not later than 12:00 noon on each Monthly Expense Payment Date, the
        Issuer shall direct the Indenture Trustee pay to the Auction Agent,
        pursuant to the Indenture and solely from moneys available therefor in
        the Distribution Account or Collection Account, a fee (the "Auction
        Agent Fee") in cash equal to the product of (i) 0.01% times (ii) a
        fraction, the numerator of which is the number of days since the later
        of the Closing Date or the date the Auction Agent Fee was last paid and
        the denominator of which is 360, times (iii) the aggregate principal
        amount of Auction Rate Notes of such Series outstanding since the later
        of the Closing Date or the date the Auction Agent Fee was last paid. The
        Auction Agent shall advise the Issuer of the amount referred to in the
        preceding sentence not later than 4:00 p.m. at least two Business Days
        preceding such Monthly Expense Payment Date.

                (b)     The Indenture Trustee shall reimburse the Auction Agent
        upon its request for all reasonable expenses, disbursements and advances
        incurred or made by the Auction

                                       13

<PAGE>

        Agent in accordance with any provision of this Auction Agent Agreement
        or the Broker-Dealer Agreements (including the reasonable compensation
        and expenses and disbursements of its agents and counsel) from amounts
        available therefor in the Distribution Account or Collection Account. To
        the extent permitted by law and limited to amounts in the Trust Estate
        created by the Indenture, the Issuer shall indemnify and hold harmless
        the Auction Agent for and against any loss, liability or expense
        incurred without negligence or willful misconduct on the Auction Agent's
        part, arising out of or in connection with the acceptance or
        administration of its agency under this Auction Agent Agreement and the
        Broker-Dealer Agreements, including the reasonable costs and expenses
        (including the reasonable fees and expenses of its counsel) of defending
        itself against any such claim or liability in connection with its
        exercise or performance of any of its duties hereunder and thereunder
        and of enforcing this indemnification provision; provided that the
        Issuer shall not indemnify the Auction Agent pursuant to this Section
        6.4(b) for any fees and expenses incurred by the Auction Agent in the
        normal course of performing its duties hereunder and under the
        Broker-Dealer Agreements, such fees and expenses being payable as
        provided in Section 6.4(a) above.

                (c)     The provisions of Sections 6.4(a) shall be subject to
        fee arrangements between the parties in effect from time to time.

                6.5     Compensation of the Broker-Dealers.

                (a)     With respect to each Series of the Auction Rate Notes,
        not later than 12:00 noon on each Monthly Expense Payment Date, the
        Issuer shall direct the Indenture Trustee pay to the Auction Agent,
        pursuant to the Indenture and solely from moneys available therefor in
        the Distribution Account or Collection Account, a fee (the
        "Broker-Dealer Fee") in cash equal to the product of (i) the
        Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is
        the number of days since the later of the Closing Date or the date the
        Broker-Dealer Fee was last paid and the denominator of which is 360,
        times (iii) the aggregate principal amount of Auction Rate Notes of such
        Series outstanding since the later of the Closing Date or the date the
        Broker-Dealer Fee was last paid. The Auction Agent shall advise the
        Issuer of the amount referred to in the preceding sentence not later
        than 4:00 p.m. at least two Business Days preceding such Monthly Expense
        Payment Date. The Auction Agent shall apply such monies as set forth in
        Section 2.5 of the Broker-Dealer Agreements.

                (b)     After retaining an amount equal to the Auction Agent Fee
        as provided in Section 6.4 above, the Auction Agent shall pay the
        Broker-Dealer Fee as provided in Section 6.5(a) above solely out of
        amounts received by the Auction Agent pursuant to Appendix B to the
        Indenture. The Auction Agent shall advise the Issuer at least annually,
        at the request of an Authorized Issuer Officer, of the prevailing rate.
        The Broker-Dealer Fee Rate may be adjusted from time to time with the
        approval of an Authorized Issuer Officer upon a written request of the
        Auction Agent or a Broker-Dealer, delivered to the Indenture Trustee and
        the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25% per annum.
        If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof,
        the Auction Agent shall notify the Indenture Trustee thereof as provided
        in Section 2.6

                                       14

<PAGE>

        hereof. Any changes in the Broker-Dealer Fee Rate shall be effective on
        the Auction Date next succeeding such change.

        Section 7.      Miscellaneous.

                7.1     Governing Law. This Auction Agent Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such state.

                7.2     Communications. Except for (i) communications authorized
to be made by telephone pursuant to this Auction Agent Agreement or the Auction
Procedures and (ii) communications in connection with Auctions (other than those
expressly required to be in writing), all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party addressed to it at its
address, or facsimile number set below:

If to the Market Agent:               Citigroup Global Markets Inc.
                                      388 Greenwich Street, 35th Floor
                                      New York, New York 10013
                                      Attention: _______________________
                                      Telephone Number: ________________
                                      Facsimile Number: ________________

If to the Auction Agent:              Deutsche Bank Trust Company Americas
                                      Corporate Trust & Agency Services
                                      280 Park Avenue
                                      New York, New York 10017
                                      Telephone Number: 212.454.4039
                                      Facsimile Number: 212.454.2030

If to the initial Broker-Dealers:     Citigroup Global Markets Inc.
                                      388 Greenwich Street, 35th Floor
                                      New York, New York 10013
                                      Attention: _______________________
                                      Telephone Number: ________________
                                      Facsimile Number: ________________

                                      William R. Hough & Co.
                                      100 Second Avenue South, Suite 800
                                      St. Petersburg, Florida 33701
                                      Attention: Syndicate Desk
                                      Telephone Number: 727.825.7734
                                      Facsimile Number: 727.502.3625

                                       15

<PAGE>

If to the Indenture Trustee:          Fifth Third Bank
                                      MD 10AT60
                                      38 Fountain Square Plaza
                                      Cincinnati, Ohio 45263
                                      Attention:  Corporate Trust Administration
                                      Telephone:  513.534.3367
                                      Facsimile:  513.534.6785

If to the Issuer:                     Education Funding Capital Trust-II
                                      c/o Fifth Third Bank
                                      MD 10AT60
                                      38 Fountain Square Plaza
                                      Cincinnati, Ohio 45263
                                      Attention:  Corporate Trust Administration
                                      Telephone:  513.534.3367
                                      Facsimile:  513.534.6785

with a copy to:                       Wilmington Trust Company
                                      Rodney Square North
                                      1100 North Market Street
                                      Wilmington, Delaware 19890-0001
                                      Attention:  Corporate Trust Administration
                                      Telephone:  203.975.6112
                                      Facsimile:  203.975.6299

or such other address, telephone or facsimile number as such party may hereafter
specify for such purpose by notice in writing to the other parties. Each such
notice, request or communication shall be effective when delivered at the
address specified herein. Communications shall be given on behalf of the
Indenture Trustee by an Authorized Trustee Representative, on behalf of the
Auction Agent by an Authorized Auction Agent Officer and on behalf of the Issuer
by an Authorized Issuer Officer.

                7.3     Entire Agreement. This Auction Agent Agreement contains
the entire agreement between the parties relating to the subject matter hereof,
and there are no other representations, endorsements, promises, agreements or
understandings, oral, written or inferred, between the parties relating to the
subject matter hereof.

                7.4     Benefits. Nothing herein, express or implied, shall give
to any Person, other than the Indenture Trustee, acting on behalf of the
beneficial owners of the Auction Rate Notes, the Auction Agent, the Issuer and
their respective successors and assigns, any benefit of any legal or equitable
right, remedy or claim hereunder.

                                       16

<PAGE>

                7.5     Amendment; Waiver.

                (a)     This Auction Agent Agreement shall not be deemed or
        construed to be modified, amended, rescinded, canceled or waived, in
        whole or in part, except by a written instrument signed by duly
        authorized representatives of the parties hereto.

                (b)     The Indenture Trustee and the Issuer shall not enter
        into or approve any amendment of or supplement to the Indenture that
        materially affects the Auction Agent's duties or obligations under the
        Indenture without obtaining the prior written consent of the Auction
        Agent. The Indenture Trustee shall promptly notify the Auction Agent of
        any amendment of or supplement to the Indenture, and shall provide a
        copy thereof to the Auction Agent upon request.

                (c)     Failure of a party hereto to exercise any right or
        remedy hereunder in the event of a breach hereof by any other party
        shall not constitute a waiver of any such right or remedy with respect
        to any subsequent breach.

                7.6     Successors and Assigns. This Auction Agent Agreement
shall be binding upon, inure to the benefit of and be enforceable by the
respective successors and assigns of each of the Indenture Trustee, the Issuer
and the Auction Agent. This Auction Agent Agreement may not be assigned by any
party hereto absent the prior written consent of the other parties hereto, which
consents shall not be unreasonably withheld.

                7.7     Severability. If any clause, provision or section hereof
shall be ruled invalid or unenforceable by any court of competent jurisdiction,
the invalidity or unenforceability of such clause, provision or section shall
not affect any of the remaining clauses, provisions or sections hereof.

                7.8     Execution in Counterparts. This Auction Agent Agreement
may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.

       [remainder of this page intentionally left blank; signatures begin
                                 on next page]

                                       17

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Auction Agent
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the date first written above.

                                        EDUCATION FUNDING CAPITAL TRUST-II,
                                        as Issuer, by Fifth Third Bank, not in
                                        its individual capacity, but solely as
                                        Co-Owner Trustee on behalf of the Issuer


                                        By:    /s/ Brian J. Gardner
                                           -------------------------------------

                                        Name:  Brian J. Gardner
                                             -----------------------------------

                                        Title: Assistant Vice President
                                              ----------------------------------


                                        FIFTH THIRD BANK, as Indenture Trustee


                                        By:    /s/ Brian J. Gardner
                                           -------------------------------------

                                        Name:  Brian J. Gardner
                                             -----------------------------------

                                        Title: Assistant Vice President
                                              ----------------------------------


                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, as Auction Agent


                                        By:    /s/ Linda Reale
                                           -------------------------------------

                                        Name:  Linda Reale
                                             -----------------------------------

                                        Title:            VP
                                              ----------------------------------

<PAGE>

                                    EXHIBIT A
                           TO AUCTION AGENT AGREEMENT

                         LIST OF INITIAL BROKER-DEALERS

         Notes:                             Broker-Dealers:
         ----------                         -----------------------------
         Series A-4                         William R. Hough & Co.

         Series A-5                         William R. Hough & Co.

         Series A-6                         Citigroup Global Markets Inc.

         Series A-7                         Citigroup Global Markets Inc.

         Series A-8                         Citigroup Global Markets Inc.

         Series B-1                         Citigroup Global Markets Inc.

                                       A-1

<PAGE>

                                    EXHIBIT B
                           TO AUCTION AGENT AGREEMENT

                                NOTICE OF RATINGS

                       Education Funding Capital Trust-II

        $500,000,000 Education Loan Backed Notes consisting of Education Loan
        Backed Notes Series A-4, Series A-5, Series A-6, Series A-7, and 2003
        A-8 (the "Series A Notes") and Education Loan Backed Notes Series B-1
        (the "Series B Notes")

                NOTICE IS HEREBY GIVEN by Education Funding Capital Trust-II
(the "Issuer") to Deutsche Bank Trust Company Americas, as the auction agent
(the "Auction Agent") pursuant to Section 2.3(a) of the Auction Agent Agreement,
that as of the date of this Notice:

                1.      The rating by Fitch Ratings on the captioned Series __
                        Notes is ______ [and such rating is ["AAA" or
                        higher/lower than AAA]]*;

                2.      The rating by Moody's Investors Services, Inc. on the
                        captioned Series __ Notes is ______ [and such rating is
                        ["Aaa" or higher/lower than Aaa]]*;

                3.      The rating by Standard & Poor's on the captioned Series
                        __ Notes is ______ [and such rating is ["AAA" or
                        higher/lower than AAA]]*;

                4.      The rating by Fitch Ratings on the captioned Series __
                        Notes is ______ ["A" or higher/lower than A]] *.

                5.      The rating by Moody's Investors Service, Inc. on the
                        captioned Series __ Notes is ______ ["A3" or
                        higher/lower than A3]]*; and

                6.      The rating by Standard & Poor's on the captioned Series
                        __ Notes is ______ ["A" or higher/lower than A]] *.

----------
*     The information in the outer brackets will be used as applicable whenever
(i) the Fitch rating is not equal to "AAA" on the Series A Notes and/or "A" on
the Series B Notes, (ii) the Moody's rating is not equal to "Aaa" on the Series
A Notes and/or "A3" on the Series B Notes, and/or (iii) the S&P rating is not
equal to "AAA" on the Series A Notes and/or "A" on the Series B Notes.

                                       B-1

<PAGE>

The Auction Agent may rely on such ratings for all purposes of the Indenture (as
defined in the Auction Agent Agreement), including determination of the Maximum
Rate thereunder, from the date hereof until further notice from the undersigned.

                                        EDUCATION FUNDING CAPITAL TRUST-II

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

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

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

                                        Date:
                                             -----------------------------------

                                       B-2

<PAGE>

                                    EXHIBIT C
                           TO AUCTION AGENT AGREEMENT

                           NOTICE OF NOTES OUTSTANDING

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTES
                               SERIES [A][B]-[__]

                NOTICE IS HEREBY GIVEN that $___________ aggregate principal
amount of Series [A][B]-[__] Notes were outstanding at the close of business on
the immediately preceding Regular Record Date. Such aggregate principal amount
of Series [A][B]-[__] Notes, less $___________ aggregate principal amount of
Series [A][B]-[__] Notes to be redeemed by the Issuer pursuant to the Indenture,
for a net aggregate principal amount of Series [A][B]-[__] Notes of
$___________, will be available on the next Auction scheduled to be held on
________________.

                Terms used herein have the meanings set forth in the Indenture
relating to the above-referenced issue.

                                        FIFTH THIRD BANK, as Indenture Trustee

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

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

                                        Date:
                                             -----------------------------------

                                       C-1

<PAGE>

                                    EXHIBIT D
                           TO AUCTION AGENT AGREEMENT

                            NOTICE OF FEE RATE CHANGE

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTES
                     SERIES A-4, A-5, A-6, A-7, A-8 and B-1

                NOTICE IS HEREBY GIVEN that the Broker-Dealer Fee Rate has been
changed in accordance with Section 6.5(b) of the Auction Agent Agreement. The
new Broker-Dealer Fee Rate shall be ______% per annum.

                Terms used herein have the meanings set forth in the Indenture
relating to the above-referenced issue.

                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, as Auction Agent

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

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

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

                                        Date:
                                             -----------------------------------

APPROVED:

EDUCATION FUNDING CAPITAL TRUST-II


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

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

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

Date:
     -----------------------------

                                       D-1

<PAGE>

                                    EXHIBIT E
                           TO AUCTION AGENT AGREEMENT

                           NOTICE OF A PAYMENT DEFAULT

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTES
                     SERIES A-4, A-5, A-6, A-7, A-8 and B-1

                NOTICE IS HEREBY GIVEN that a Payment Default has occurred and
not been cured with respect to the Series [A][B]-___ Notes. Determination of the
Auction Note Interest Rate on the Auction Rate Notes pursuant to the Auction
Procedures will be suspended. The Auction Note Interest Rate on such Series of
the Auction Rate Notes for the Interest Period commencing on or immediately
after such Payment Default, and for each Interest Period thereafter, to and
including the Interest Period, if any, during which, or commencing less than two
Business Days after, such Payment Default is cured, will equal the Non-Payment
Rate, as it is determined by the Indenture Trustee on the first day of such
Interest Period.

                Terms used herein have the meanings set forth in the Indenture
relating to the above-referenced issue.

                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, as Auction Agent


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

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

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

                                        Date:
                                             -----------------------------------

                                       E-1

<PAGE>

                                    EXHIBIT F
                           TO AUCTION AGENT AGREEMENT

                              SETTLEMENT PROCEDURES

        If not otherwise defined below, capitalized terms used herein shall have
the meanings given such terms in Appendix B to the Indenture. These Settlement
Procedures apply separately to each Series of Auction Rate Notes.

        (a)     On each Auction Date, not later than 3:00 p.m., the Auction
Agent shall notify by telephone each Broker-Dealer that participated in the
Auction held on such Auction Date and submitted an Order on behalf of an
Existing Owner or Potential Owner of:

                        (i)     the Auction Note Interest Rate fixed for the
                                next Interest Period;

                        (ii)    whether there were Sufficient Bids in such
                                Auction;

                        (iii)   if such Broker-Dealer (a "Seller's
Broker-Dealer") submitted Bids or Sell Orders on behalf of an Existing Owner,
whether such Bid or Sell Order was accepted or rejected, in whole or in part,
and the principal amount of Auction Rate Notes, if any, to be purchased or sold
by such Existing Owner;

                        (iv)    if such Broker-Dealer (a "Buyer's
Broker-Dealer") submitted a Bid on behalf of a Potential Owner, whether such Bid
was accepted or rejected, in whole or in part, and the principal amount of
Auction Rate Notes, if any, to be purchased by such Potential Owner;

                        (v)     if the aggregate amount of Auction Rate Notes to
be sold by all Existing Owners on whose behalf such Seller's Broker-Dealer
submitted Bids or Sell Orders exceeds the aggregate principal amount of Auction
Rate Notes to be purchased by all Potential Owners on whose behalf such Buyer's
Broker-Dealer submitted a Bid, the name or names of one or more Buyer's
Broker-Dealers (and the name of the Participant, if any, of each such Buyer's
Broker-Dealer) acting for one or more purchasers of such excess principal amount
of Auction Rate Notes and the principal amount of Auction Rate Notes to be
purchased from one or more Existing Owners on whose behalf such Seller's
Broker-Dealer acted by one or more Potential Owners on whose behalf each of such
Buyer's Broker-Dealers acted;

                        (vi)    if the principal amount of Auction Rate Notes to
be purchased by all Potential Owners on whose behalf such Buyer's Broker-Dealer
submitted a Bid exceeds the amount of Auction Rate Notes to be sold by all
Existing Owners on whose behalf such Seller's Broker-Dealer submitted a Bid or a
Sell Order, the name or names of one or more Seller's Broker-Dealers (and the
name of the Participant, if any, of each such Seller's Broker-Dealer) acting for
one or more sellers of such excess principal amount of Auction Rate Notes and
the principal amount of Auction Rate Notes to be sold to one or more Potential
Owners on whose

                                       F-1

<PAGE>

behalf such Buyer's Broker-Dealer acted by one or more Existing
Owners on whose behalf each of such Seller's Broker-Dealers acted;

                        (vii)   the Auction Date for the next succeeding
Auction.

        (b)     On each Auction Date, each Broker-Dealer that submitted an Order
on behalf of any Existing Owner or Potential Owner shall:

                        (i)     advise each Existing Owner and Potential Owner
on whose behalf such Broker-Dealer submitted a Bid or Sell Order in the Auction
on such Auction Date whether such Bid or Sell Order was accepted or rejected, in
whole or in part;

                        (ii)    in the case of a Broker-Dealer that is a Buyer's
Broker-Dealer, advise each Potential Owner on whose behalf such Buyer's
Broker-Dealer submitted a Bid that was accepted, in whole or in part, to
instruct such Potential Owner's Participant to pay to such Buyer's Broker-Dealer
(or its Participant) through the Securities Depository the amount necessary to
purchase the principal amount of Auction Rate Notes to be purchased pursuant to
such Bid against receipt of such Auction Rate Notes;

                        (iii)   in the case of a Broker-Dealer that is a
Seller's Broker-Dealer, instruct each Existing Owner on whose behalf such
Seller's Broker-Dealer submitted a Sell Order that was accepted, in whole or in
part, or a Bid that was accepted, in whole or in part, to instruct such Existing
Owner's Participant to deliver to such Seller's Broker-Dealer (or its
Participant) through the Securities Depository the principal amount of Auction
Rate Notes to be sold pursuant to such Order against payment therefor;

                        (iv)    advise each Existing Owner on whose behalf such
Broker-Dealer submitted an Order and each Potential Owner on whose behalf such
Broker-Dealer submitted a Bid of the Auction Note Interest Rate for the next
Interest Period;

                        (v)     advise each Existing Owner on whose behalf such
Broker-Dealer submitted an Order of the next Auction Date; and

                        (vi)    advise each Potential Owner on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part, of the
next Auction Date.

        (c)     On the basis of the information provided to it pursuant to
paragraph (a) above, each Broker-Dealer that submitted a Bid or Sell Order in an
Auction is required to allocate any funds received by it in connection with such
Auction pursuant to paragraph (b)(ii) above, and any Auction Rate Notes received
by it in connection with such Auction pursuant to paragraph (b)(iii) above among
the Potential Owners, if any, on whose behalf such Broker-Dealer submitted Bids,
the Existing Owners, if any, on whose behalf such Broker-Dealer submitted Bids
or Sell Orders in such Auction, and any Broker-Dealers identified to it by the
Auction Agent following such Auction pursuant to paragraph (a)(v) or (a)(vi)
above.

                                       F-2

<PAGE>

        (d)     On each Auction Date:

                        (i)     each Potential Owner and Existing Owner with an
Order in the Auction on such Auction Date shall instruct its Participant as
provided in (b)(ii) or (b)(iii) above, as the case may be;

                        (ii)    each Seller's Broker-Dealer that is not a
Participant of the Securities Depository shall instruct its Participant (A) pay
through the Securities Depository to the Participant of the Existing Holder
delivering Auction Rate Notes to such Broker-Dealer following such Auction
pursuant to paragraph (b)(ii) above the amount necessary to purchase such
Auction Rate Notes against receipt of such Auction Rate Notes and (B) deliver
such Auction Rate Notes through the Securities Depository to a Buyer's
Broker-Dealer (or its Participant) identified to such Seller's Broker-Dealer
pursuant to (a)(v) above against payment therefor; and

                        (iii)   each Buyer's Broker-Dealer that is not a
Participant of the Securities Depository shall instruct its Participant to pay
through the Securities Depository to a Seller's Broker-Dealer (or its
Participant) identified following such Auction pursuant to (a)(vi) above the
amount necessary to purchase Auction Rate Notes to be purchased pursuant to
(b)(ii) above against receipt of such Auction Rate Notes.

        (e)     On the Business Day following each Auction Date:

                        (i)     each Participant for a Bidder in the Auction on
such Auction Date referred to in (d)(i) above shall instruct the Securities
Depository to execute the transactions described under (b)(ii) or (b)(iii) above
for such Auction, and the Securities Depository shall execute such transactions;

                        (ii)    each Seller's Broker-Dealer or its Participant
shall instruct the Securities Depository to execute the transactions described
in (d)(ii) above for such Auction, and the Securities Depository shall execute
such transactions; and

                        (iii)   each Buyer's Broker-Dealer or its Participant
shall instruct the Securities Depository to execute the transactions described
in (d)(iii) above for such Auction, and the Securities Depository shall execute
such transactions.

        (f)     If an Existing Owner selling Auction Rate Notes in an Auction
fails to deliver such Auction Rate Notes (by authorized book-entry), a
Broker-Dealer may deliver to the Potential Owner on behalf of which it submitted
a Bid that was accepted a principal amount of Auction Rate Notes that is less
than the principal amount of Auction Rate Notes that otherwise was to be
purchased by such Potential Owner. In such event, the principal amount of
Auction Rate Notes to be so delivered shall be determined solely by such
Broker-Dealer. Delivery of such lesser principal amount of Auction Rate Notes
shall constitute good delivery. Notwithstanding the foregoing terms of this
paragraph (f), any delivery or nondelivery of Auction Rate Notes that shall
represent any departure from the results of an Auction, as determined by the
Auction Agent, shall be of no effect unless and until the Auction Agent shall

                                       F-3

<PAGE>

have been notified of such delivery or nondelivery in accordance with the
provisions of the Auction Agent Agreement and the Broker-Dealer Agreements.
Neither the Indenture Trustee nor the Auction Agent shall have any
responsibility or liability with respect to the failure of a Potential Owner,
Existing Owner or their respective Broker-Dealer or Participant to take delivery
of or deliver, as the case may be, the principal amount of Auction Rate Notes or
to pay for the Auction Rate Notes purchased or sold pursuant to an Auction or
otherwise.

                                      F-4

<PAGE>

                                    EXHIBIT G
                           TO AUCTION AGENT AGREEMENT

                    NOTICE OF CONTINUATION OF AUCTION PERIOD

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTES
                     SERIES A-4, A-5, A-6, A-7, A-8 and B-1

                NOTICE IS HEREBY GIVEN that a condition for the establishment of
a change in the length of one or more Auction Periods for the captioned Notes
has not been met. An Auction will therefor be held on the next Auction Date
(__________________) and the length of such Auction Period shall remain an
Auction Period of _______ days.

                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, as Auction Agent

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

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

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

                                        Date:
                                             -----------------------------------

                                       G-1

<PAGE>

                                    EXHIBIT H
                           TO AUCTION AGENT AGREEMENT

                             NOTICE OF INTEREST RATE

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTES
                     SERIES A-4, A-5, A-6, A-7, A-8 and B-1

                NOTICE IS HEREBY GIVEN that Sufficient Bids necessary for the
establishment of a change in the length of one or more Auction Periods for the
captioned Notes have not been received. The Auction Note Interest Rate for the
Auction Period commencing on _______________ shall be the least of the Auction
Rate, the Net Loan Rate and the Maximum Rate, and such Auction Period shall
remain an Auction Period of _____ days.

                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, as Auction Agent

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

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

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

                                        Date:
                                             -----------------------------------
                                       H-1