<PAGE>

                                                                   EXHIBIT 10.12

                                                                  EXECUTION COPY

================================================================================
                             BROKER-DEALER AGREEMENT

                                     Between

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                as Auction Agent

                                       and

                          CITIGROUP GLOBAL MARKETS INC.

                                as Broker-Dealer

                            Dated as of April 1, 2003

                                   relating to

                       EDUCATION FUNDING CAPITAL TRUST-II

                    $350,000,000 Education Loan Backed Notes
                                  consisting of

                     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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
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<S>                                                                                                           <C>
RECITALS

1.  DEFINITIONS AND RULES OF CONSTRUCTION. ..................................................................  1
    1.1.   Terms Defined by Reference to the Indenture.......................................................  1
    1.2.   Terms Defined Herein .............................................................................  2
    1.3.   Rules of Construction.............................................................................  2

2.  THE AUCTION. ............................................................................................  3
    2.1.   Purpose: Incorporation by Reference of Auction Procedures and Settlement
           Procedures........................................................................................  3
    2.2.   Preparation for Each Auction......................................................................  3
    2.3.   Auction Schedule: Method of Submission of Orders .................................................  4
    2.4.   Notices...........................................................................................  6
    2.5.   Service Charge to Be Paid to the Broker-Dealer....................................................  6
    2.6.   Settlement........................................................................................  6

3.  THE AUCTION AGENT. ......................................................................................  7
    3.1.   Duties and Responsibilities.......................................................................  7
    3.2.   Rights of the Auction Agent.......................................................................  7
    3.3.   The Auction Agent's Disclaimer....................................................................  7

4.  MISCELLANEOUS. ..........................................................................................  8
    4.1.   Termination.......................................................................................  8
    4.2.   Participant.......................................................................................  8
    4.3.   Communications ...................................................................................  8
    4.4.   Entire Agreement..................................................................................  9
    4.5.   Benefits..........................................................................................  9
    4.6.   Amendment; Waiver................................................................................. 10
    4.7.   Successors and Assigns............................................................................ 10
    4.8.   Severability...................................................................................... 10
    4.9.   Execution in Counterparts ........................................................................ 10

5.  GOVERNING LAW. .......................................................................................... 10

Exhibit A - Settlement Procedures
Exhibit B - Order Form
Exhibit C - Notice of Transfer
Exhibit D - Notice of a Failure to Deliver or Make Payment
</TABLE>

                                     - i -

<PAGE>

                             BROKER-DEALER AGREEMENT

        THIS BROKER-DEALER AGREEMENT (this "Agreement") dated as of April 1,
2003 is between DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking
corporation (together with its successors and assigns, the "Auction Agent"),
pursuant to authority granted to it in the Auction Agent Agreement (defined
below), acting not in its individual capacity, but solely as agent for Education
Funding Capital Trust-II, a Delaware statutory trust, (the "Issuer"), and
CITIGROUP GLOBAL MARKETS INC. (together with its successor and assigns, the
"Broker-Dealer").

                                    RECITALS

        The Issuer proposes to cause the Indenture Trustee (defined below) to
authenticate and deliver its Education Loan Backed Notes, Series A-6, Series
A-7, 2003 A-8 and Series B-1 (the "Auction Rate Notes"). The Auction Rate Notes
are being issued under an Indenture of Trust dated as of April 1, 2003 (the
"Indenture") by and among the Issuer, Fifth Third Bank, an Ohio banking
corporation, as Indenture Trustee (the "Indenture Trustee"), and Fifth Third
Bank, as Trust Eligible Lender Trustee (the "Trust Eligible Lender Trustee").

        The Indenture provides that the interest rate for each Series of Auction
Rate Notes for each Auction Period after its respective Initial Period shall,
except as otherwise provided in the Indenture, equal the Auction Note Interest
Rate that the Auction Agent advises has resulted on the Auction Date from the
implementation of the Auction Procedures set forth in Appendix B to the
Indenture.

        Pursuant to Section 2.9 of the Auction Agent Agreement dated as of April
1, 2003 (the "Auction Agent Agreement") among the Indenture Trustee, the Auction
Agent and the Issuer, the Indenture Trustee has consented to the execution and
delivery of this Agreement.

        The Auction Procedures require the participation of one or more
Broker-Dealers.

        NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Auction Agent, as agent of the Issuer, and the
Broker-Dealer agree as follows:

        Section 1.      Definitions and Rules of Construction.

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

                                        1

<PAGE>

        1.2.    Terms Defined Herein. As used herein and in the Settlement
Procedures, 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 Procedures" shall mean the Auction Procedures that are set
forth in Appendix B to the Indenture.

        "Auction Rate" shall mean the Auction Rate as defined in 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 of this Agreement in a written communication to the
Broker-Dealer.

        "Broker-Dealer Fee Rate" shall be 0.25% per annum, as may be adjusted
from time to time pursuant to Section 6.5 of the Auction Agent Agreement.

        "Broker-Dealer Officer" shall mean each officer or employee of the
Broker-Dealer designated as a "Broker-Dealer Officer" for purposes of this
Agreement in a written communication to the Auction Agent.

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

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

        "Order Form" shall mean the form to be submitted by any Broker-Dealer on
or prior to any Auction Date substantially in the form of Exhibit B hereto.

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

        1.3.    Rules of Construction. Unless the context or use indicate
another or different meaning or intent, the following rules shall apply to the
construction of this 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 Agreement nor shall they
affect its meaning, construction or effect.

                                        2

<PAGE>

        (c)     The words "hereof," "herein," "hereto," and other words of
similar import refer to this 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 Broker-Dealer and the Auction Agent
under this Agreement shall apply to each Series of the Auction Rate Notes, but
separately. References to "Auction Rate Notes," unless the context clearly
contemplates a reference to all "Auction Rate Notes," shall refer only to a
particular Series of Auction Rate Notes as to rights and duties regarding such
Series.

        Section 2.      The Auction.

        2.1.    Purpose: Incorporation by Reference of Auction Procedures and
Settlement Procedures.

        (a)     On each Auction Date, the provisions of the Auction Procedures
shall be followed by the Auction Agent for the purpose of determining the
Auction Rate for each Auction Period after 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 of this Agreement to the same extent as if such
provisions were fully set forth herein.

        (c)     The Broker-Dealer and other broker-dealers, as listed on Exhibit
A to the Auction Agent Agreement as it may be amended from time to time, may
participate in Auctions for their own accounts.

        2.2.    Preparation for Each Auction.

        (a)     Not later than 9:30 a.m. on each Auction Date, the Auction Agent
shall notify the Broker-Dealer by telephone of the All Hold Rate, the Maximum
Rate, the Net Loan Rate and the Applicable LIBOR Rate used in determining such
rates, provided, with respect to notification of the Net Loan Rate, the
Administrator shall have communicated to the Auction Agent the components of the
Net Loan Rate as required by the Indenture.

        (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 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-Dealer 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. Thereafter, the Broker-Dealer shall use its best efforts to
promptly notify its customers who are Existing Owners of such change in the
Auction Date.

        (c)     From time to time upon request of the Auction Agent, the
Broker-Dealer shall provide the Auction Agent with a statement of the aggregate
amount of each Series of Auction Rate Notes held by the Broker-Dealer as an
Existing Owner for its own account or otherwise, as

                                        3

<PAGE>

well as with a list of the Broker-Dealer's customers that the Broker-Dealer
believes are Existing Owners of any Series of the Auction Rate Notes (listed by
Series) and the aggregate principal amount of each Series of Auction Rate Notes
beneficially owned by each such customer. Except as permitted by Section 2.10 of
the Auction Agent Agreement, the Auction Agent shall keep confidential any such
information and shall not disclose any such information so provided to any
Person other than the 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 would expose the Auction Agent to liability, loss, claim or damage
for which the Auction Agent has not previously received indemnity reasonably
satisfactory to it. The Auction Agent shall notify the Broker-Dealer, the Issuer
and the Indenture Trustee promptly upon receipt of any request or demand to
disclose such information and shall cooperate with any party seeking a
protective order or similar relief.

        (d)     The Auction Agent shall send by telecopy or other means a copy
of any Notice of Notes Outstanding, in substantially the form of Exhibit C to
the Auction Agent Agreement, received from the Indenture Trustee to the
Broker-Dealer in accordance with Section 4.3 hereof.

        2.3.    Auction Schedule: Method of Submission of Orders.

        (a)     The Auction Agent shall conduct Auctions for the Auction Rate
Notes on the Auction Date in accordance with the schedule set forth below.
Pursuant to the Auction Agent Agreement, 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.

                                        4

<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 the 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) hereof.

        (b)     The Broker-Dealer agrees to maintain a list of Potential Owners
and to contact the Potential Owners on such list on or prior to each Auction
Date for the purposes of participating in the Auction on such Auction Date.

        (c)     The Broker-Dealer shall submit Orders to the Auction Agent in
writing by delivering an Order Form. The Broker-Dealer shall submit separate
Orders to the Auction Agent for each Potential Owner or Existing Owner on whose
behalf the Broker-Dealer is submitting an Order and shall not net or aggregate
the Orders of different Potential Owners or Existing Owners on whose behalf the
Broker-Dealer is submitting Orders.

        (d)     The Broker-Dealer shall deliver to the Auction Agent (i) a
Notice of Transfer with respect to any transfer of Auction Rate Notes made
through the Broker-Dealer by an Existing Owner to another Person other than
pursuant to an Auction, and (ii) a Notice of Failure to Deliver or Make Payment
with respect to the failure of any Auction Rate Notes to be transferred to or
payment to be made by any Person that purchased or sold Auction Rate Notes
through the Broker-Dealer pursuant to an Auction. The Auction Agent is not
required to accept any notice delivered pursuant to the terms of the foregoing
sentence with respect to an Auction unless it is received by the Auction Agent
by 3:00 p.m. on the Business Day next preceding the related Auction Date.

        (e)     Any Broker-Dealer that is an affiliate of the Issuer must submit
at the next Auction therefor a Sell Order covering all Auction Rate Notes held
for its own account. The Auction Agent shall have no duty or liability with
respect to monitoring or enforcing the requirements of this Section 2.3(e).

        (f)     The Broker-Dealer agrees to handle its customers' Orders in
accordance with its duties under applicable securities laws and rules.

                                        5

<PAGE>

        2.4.    Notices.

        (a)     On each Auction Date, the Auction Agent shall notify the
Broker-Dealer by telephone of the results of the Auction as set forth in
paragraph (a) of the Settlement Procedures. If previously requested by the
Broker-Dealer, the Auction Agent shall notify, by 10:30 a.m. on the Business Day
immediately following such Auction Date, the Broker-Dealer in writing of the
disposition of all Orders submitted by the Broker-Dealer in the Auction held on
such Auction Date.

        (b)     The Broker-Dealer shall notify each Existing Owner or Potential
Owner on whose behalf the Broker-Dealer has submitted an Order as set forth in
paragraph (b) of the Settlement Procedures and take such other action as is
required to be taken by the Broker-Dealer pursuant to the Settlement Procedures.

        (c)     Upon receipt, the Auction Agent shall deliver to the
Broker-Dealer all notices and certificates that the Auction Agent is required to
deliver to the Broker-Dealer pursuant to Section 2 of the Auction Agent
Agreement at the times and in the manner set forth in the Auction Agent
Agreement.

        2.5.    Service Charge to Be Paid to the Broker-Dealer. With respect to
each Auction for which there were Sufficient Bids or all Auction Rate Notes were
subject to Hold Orders, the Auction Agent shall pay to the Broker-Dealer from
moneys received from the Indenture Trustee, not later than 12:00 noon on each
Monthly Expense Payment Date, 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.

        2.6     Settlement.

        (a)     If any Existing Owner on whose behalf the Broker-Dealer has
submitted a Bid or Sell Order for Auction Rate Notes that was accepted in whole
or in part, fails to instruct its Participant to deliver the Auction Rate Notes
subject to such Bid or Sell Order against payment therefor, the Broker-Dealer
shall instruct such Participant to deliver such Auction Rate Notes against
payment therefor and the Broker-Dealer may deliver to the Potential Owner on
whose behalf the Broker-Dealer submitted a Bid that was accepted in whole or in
part, a principal amount of the Auction Rate Notes that is less than the
principal amount of the Auction Rate Notes specified in such Bid to be purchased
by such Potential Owner. Notwithstanding the foregoing terms of this Section,
any delivery or nondelivery of Auction Rate Notes that represents 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 have been notified of such
delivery or non-delivery in accordance with the terms of Section 2.3(d) hereof.
The Auction Agent shall have no duty or liability with respect to enforcement of
this Section 2.6(a).

        (b)     Neither the Auction Agent, the Indenture Trustee, nor the Issuer
shall have any responsibility or liability with respect to the failure of an
Existing Owner, a Potential Owner or

                                        6

<PAGE>

its respective Participant to deliver Auction Rate Notes or to pay for Auction
Rate Notes sold or purchased pursuant to the Auction Procedures or otherwise.
The Auction Agent shall have no responsibility for any adjustment to the fees
paid pursuant to Section 2.5 hereof as a result of any failure described in this
Section 2.6(b).

        Section 3.      The Auction Agent.

        3.1.    Duties and Responsibilities.

        (a)     The Auction Agent is acting hereunder solely as agent for the
Issuer and owes no fiduciary duties to any Person by reason of this Agreement.

        (b)     The Auction Agent undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the Auction
Agent.

        (c)     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
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
(or failing to ascertain) the pertinent facts.

        3.2.    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 by this Agreement and
upon any written instruction, notice, request, direction, consent, report,
certificate, share 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 by this Agreement that the Auction Agent
believes in good faith to have been given by the Indenture Trustee, a
Broker-Dealer or the Issuer. The Auction Agent may record telephone
communications with the Broker-Dealers.

        (b)     The Auction Agent may consult with counsel of its own choice,
and the advice 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 or attorneys and shall not be
responsible for any willful misconduct or negligence on the part of any agent or
attorney appointed by it with due care hereunder.

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

                                        7

<PAGE>

        Section 4.      Miscellaneous.

        4.1.    Termination. Any party may terminate this Agreement at any time
upon 30 days' prior notice to the other party; provided, however, that if the
Broker-Dealer is Citigroup Global Markets Inc., neither the Broker-Dealer nor
the Auction Agent may terminate this Agreement without first obtaining prior
written consent of the Indenture Trustee and the Issuer to such termination,
which consent shall not be unreasonably withheld or delayed. This Agreement
shall automatically terminate upon the delivery of certificates representing the
Auction Rate Notes pursuant to Section 1.01(g) of the Indenture, upon the Stated
Maturity of the Auction Rate Notes, or upon termination of the Auction Agent
Agreement.

        4.2.    Participant. The Broker-Dealer is, and shall remain for the term
of this Agreement, a member of, or Participant in, the Securities Depository (or
an affiliate of such a member or Participant).

        4.3.    Communications. Except for (i) communications authorized to be
made by telephone pursuant to this Agreement or the Auction Procedures and (ii)
communications in connection with the 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 forth below:

If to the Broker-Dealer         Citigroup Global Markets Inc.
                                388 Greenwich Street, 35th Floor
                                New York, New York 10013
                                Attention: _________________________
                                Telephone Number:  _________________
                                Facsimile Number:  _________________

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

                                        8

<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 or facsimile number as such party may hereafter specify
for such purpose by notice to the other party. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of the Broker-Dealer by a Broker-Dealer
Officer and on behalf of the Auction Agent by an Authorized Auction Agent
Officer. The Broker-Dealer may record telephone communications with the Auction
Agent.

        4.4.    Entire Agreement. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof, and there are not
other representations, endorsements, promises, agreements or understandings,
oral, written or inferred, between the parties relating to the subject matter
hereof.

        4.5.    Benefits. Nothing in this Agreement, express or implied, shall
give to any Person, other than the Auction Agent, the Broker-Dealer and the
Issuer and their respective successors and assigns, any benefit of any legal or
equitable right, remedy or claim under this Agreement.

                                        9

<PAGE>

        4.6.    Amendment; Waiver.

        (a)     This 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 a duly authorized representative of the parties hereto.
This Agreement may not be amended without first obtaining the prior written
consent of the Issuer.

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

        4.7.    Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective successors and
assigns of each of the Broker-Dealer and the Auction Agent.

        4.8.    Severability. If any clause, provision or section of this
Agreement 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 remaining clause, provision or section hereof.

        4.9.    Execution in Counterparts. This 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.

        Section 5.      Governing Law.

        This 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.

      [remainder of page intentionally left blank; signature page follows]

                                       10

<PAGE>

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


                                    DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS, as Auction Agent

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

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

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


                                    CITIGROUP GLOBAL MARKETS INC.,
                                    as Broker-Dealer

                                    By:    /s/ Paul B. Sheldon
                                       -----------------------------------------

                                    Name:  Paul B. Sheldon
                                         ---------------------------------------

                                    Title: Managing Director
                                          --------------------------------------


Acknowledged and Agreed to:

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

<PAGE>

Consented to:

FIFTH THIRD BANK, as Indenture Trustee


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

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

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

<PAGE>

                      EXHIBIT A TO BROKER-DEALER 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

                                       A-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.

                                       A-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

                                       A-3

<PAGE>

determined by the Auction Agent, shall be of no effect unless and until the
Auction Agent shall 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.

                                       A-4

<PAGE>

                      EXHIBIT B TO BROKER-DEALER AGREEMENT

                       EDUCATION FUNDING CAPITAL TRUST-II

                     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

                                   ORDER FORM

                                                                  [Auction Date]
                                                                  Series________
                The undersigned Broker-Dealer submits the following orders on
behalf of the Bidder(s) indicated below:

                             BIDS BY EXISTING OWNERS

                               PRINCIPAL AMOUNT OF
                                NOTES ($50,000 OR
                               INTEGRAL MULTIPLES
   EXISTING OWNER*                  THEREOF)                  BID RATE
------------------             -------------------        ---------------
1. _______________               _______________          _______________
2. _______________               _______________          _______________
3. _______________               _______________          _______________
4. _______________               _______________          _______________
5. _______________               _______________          _______________
6. _______________               _______________          _______________
7. _______________               _______________          _______________
8. _______________               _______________          _______________
9. _______________               _______________          _______________
10._______________               _______________          _______________

*Existing Owners may be described by name or other reference as determined in
the sole discretion of the Broker-Dealer.

                                       B-1

<PAGE>

                       EDUCATION FUNDING CAPITAL TRUST-II

                     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


                            BIDS BY POTENTIAL OWNERS

                        PRINCIPAL
                        AMOUNT OF
                    NOTES ($50,000 OR
                        INTEGRAL
      POTENTIAL         MULTIPLES
       OWNER*            HEREOF)          BID RATE           SERIES
1. _______________   _______________   _______________   _______________
2. _______________   _______________   _______________   _______________
3. _______________   _______________   _______________   _______________
4. _______________   _______________   _______________   _______________
5. _______________   _______________   _______________   _______________
6. _______________   _______________   _______________   _______________
7. _______________   _______________   _______________   _______________
8. _______________   _______________   _______________   _______________
9. _______________   _______________   _______________   _______________
10._______________   _______________   _______________   _______________
11._______________   _______________   _______________   _______________
12._______________   _______________   _______________   _______________
13._______________   _______________   _______________   _______________
14._______________   _______________   _______________   _______________
15._______________   _______________   _______________   _______________

NOTES:

1.      If one or more Orders covering in the aggregate more than the
        outstanding principal amount of Auction Rate Notes held by any Existing
        Owner are submitted, such Orders shall be considered valid in the order
        of priority set forth in the Auction Procedures.

2.      A Hold or Sell Order may be placed only by an Existing Owner covering a
        principal account of Auction Rate Notes not greater than the principal
        amount currently held by such Existing Owner.

                                       B-2

<PAGE>

3.      Potential Owners may only make Bids, each of which must specify a rate.
        If more than one Bid is submitted on behalf of any Potential Owner, each
        Bid submitted shall be a separate Bid with the rate specified.

4.      Bids may contain no more than three figures to the right of the decimal
        point (.001 of 1%).

5.      An order must be submitted in principal amounts of $50,000 or integral
        multiples thereof.

*Potential Owners may be described by name or other reference as determined in
the sole discretion of the Broker-Dealer.

NAME OF BROKER-DEALER:__________________________________________________________

AUTHORIZED SIGNATURE:___________________________________________________________

TOTAL NUMBER OF ORDERS ON THIS ORDER FORM:______________________________________

Submit to:    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

                                       B-3

<PAGE>

                      EXHIBIT C TO BROKER-DEALER AGREEMENT

                       EDUCATION FUNDING CAPITAL TRUST-II

                     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

                               NOTICE OF TRANSFER

                       (To be used only for transfers made
                       other than pursuant to an Auction)
We are (check one)

          the Existing Owner indicated below*; or

          the Broker-Dealer for such Existing Owner; or

          the Participant for such Existing Owner.


We hereby notify you that such Existing Owner has transferred $___________ (must
be in units of $50,000 or integral multiples thereof) of Series ______ Notes to
________________________

                                        (Existing Owner)


                                        CITIGROUP GLOBAL MARKETS INC.


                                        (Name of Participant)


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

*Existing Owners may be described by name or other reference as determined in
the sole discretion of the Broker-Dealer.

                                       C-1

<PAGE>

                      EXHIBIT D TO BROKER-DEALER AGREEMENT

                       EDUCATION FUNDING CAPITAL TRUST-II

                     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

                  NOTICE OF FAILURE TO DELIVER OR MAKE PAYMENT

COMPLETE EITHER I OR II.


        I.      We are a Broker-Dealer for ________* (the "Purchaser"), which
                purchased $________________ (must be in units of $50,000 or
                integral multiples thereof) of the Series _____ Notes in the
                Auction held on _________________ from the seller of such Series
                ______ Notes.

        II.     We are a Broker-Dealer for ____________* (the "Seller"), which
                sold $__________________ (must be in units of $50,000 or
                integral multiples thereof) of the Series _____ Notes in the
                Auction held on _____________________ to the purchaser of such
                Series ________ Notes.

We hereby notify you that (check one) -

                the Seller failed to deliver such Series ________ Notes to the
                Purchaser.

                the Purchaser failed to make payment to the Seller upon delivery
                of such Series _________ Notes.

                                        CITIGROUP GLOBAL MARKETS INC.

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

*May be described by name or reference and as determined in the sole discretion
of the Broker-Dealer

                                       D-1