<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                           MASTER SERVICING AGREEMENT

        This SERVICING AGREEMENT (this "Agreement") is entered into as of April
1, 2003, by and among Education Lending Services, Inc., a Delaware corporation
(the "Master Servicer"), Education Funding Capital Trust-II, a Delaware
statutory trust (the "Issuer"), Fifth Third Bank, a banking corporation
organized under the laws of the State of Ohio, as Indenture Trustee (the
"Indenture Trustee"), and Fifth Third Bank, a banking corporation organized
under the laws of the State of Ohio, as Trust Eligible Lender Trustee on behalf
of the Issuer (the "Trust Eligible Lender Trustee").

                                   WITNESSETH:

        WHEREAS, the Issuer wishes to retain the Master Servicer to service the
Financed Student Loans and the Master Servicer wishes to undertake the
obligation to service or cause to be serviced the Financed Student Loans under
the terms hereinafter set forth;

        WHEREAS, the Indenture Trustee has agreed to perform certain duties set
forth in Section 2; and

        WHEREAS, pursuant to this Agreement the Master Servicer will agree to
provide, or cause there to be provided, loan servicing services for the Financed
Student Loans;

        NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Issuer and the Master Servicer agree as follows:

        Section 1.    Definitions.

        Capitalized terms which are not otherwise defined in this Agreement
shall have the meanings ascribed thereto in Appendix A to that certain Indenture
of Trust dated as of April 1, 2003 (the "Indenture") among the Issuer, Fifth
Third Bank, as Indenture Trustee, and the Trust Eligible Lender Trustee.

        Section 2.    Servicing Requirement and Engagement of Master Servicer.

        The Issuer hereby authorizes and appoints the Master Servicer to act as
its agent for the limited purpose of servicing the Financed Student Loans. The
authorization granted by this Agreement includes, but is not limited to,
correspondence and communication with any Guaranty Agency or the U.S. Department
of Education (the "Department") regarding the Financed Student Loans, the
assignment of claims to any guarantor or insurer of the Financed Student Loans,
communication with borrowers and any other communication, correspondence,
signature or other act required to service the Financed Student Loans in
accordance with requirements of the Act or regulations promulgated by any
Guaranty Agency.

        The Issuer hereby authorizes the Master Servicer to enter into
subservicing contracts with an entity acting as a subservicer pursuant to such
contracts, such entity is herein referred to as a "Subservicer", to provide the
services required of the Master Servicer hereunder and to meet any obligations
of the Issuer

<PAGE>

hereunder, so long as such contracts are permitted by the Indenture. The Master
Servicer agrees to notify each Rating Agency and the Indenture Trustee if any
such subservicing contract is terminated or expires pursuant to its terms. In
the event the Master Servicer or any Affiliate of the Seller or the Master
Servicer commences servicing of any Financed Student Loans that were previously
serviced by a Subservicer, the Master Servicer shall (i) give prompt written
notice of such event to each Rating Agency and (ii) cause such Subservicer to
deliver to the Indenture Trustee the complete and separately identified record
for each such Financed Student Loan, inclusive of all documents and
correspondence related to each such Financed Student Loan (collectively, the
"Student Loan Files").

        The Indenture Trustee agrees to and shall act as custodian of the
Student Loan Files for any Financed Student Loans serviced or subserviced by the
Master Servicer or by any Affiliate of the Seller or the Master Servicer.

        Section 3.    Master Servicer Compensation.

        (a)     Subject to Section 4.03(c) of the Indenture, as compensation for
its services hereunder, the Master Servicer shall receive a fee (the "Master
Servicing Fee") equal to 0.10% of the average monthly outstanding principal
balance of the Financed Student Loans.

        (b)     The Master Servicer shall submit an invoice monthly to the
Issuer for the Master Servicing Fee, and the Issuer shall direct the Indenture
Trustee to remit payment therefor as shown on that invoice, but only to the
extent of moneys available for payment therefor in the Distribution Account or
Collection Account.

        (c)     Payment is due within thirty (30) days after receipt of the
billing package. The billing package shall consist of an invoice and supporting
documentation.

        (d)     The Master Servicer acknowledges that the Issuer shall be
entitled to receive all payments of principal, interest and late charges
received with respect to the Financed Student Loans and that the Master Servicer
shall have no right to retain such amounts as payment of any fees due to the
Master Servicer from the Issuer under the terms of this Agreement. The Issuer
hereby authorizes the Master Servicer to assess, collect and retain any charges
which the Issuer is permitted by law or regulation to assess with respect to not
sufficient funds ("NSF") processing or other collection costs.

                                        2

<PAGE>

        Section 4.    Financed Student Loan Servicing.

        The Master Servicer covenants and agrees to service each Financed
Student Loan in compliance with all requirements of the Act, each Guaranty
Agreement and all other laws and regulations applicable to its activities
hereunder and in accordance with the terms and conditions of this Agreement, and
to perform all services and duties customary to the servicing of Student Loans
including all collection practices. Without limiting the foregoing, in
fulfillment of its obligations hereunder, the Master Servicer shall do the
following:

        (1)     Maintain a complete and separately identified record for the
                Financed Student Loans of each borrower, inclusive of all
                documentation and correspondence related to the Financed Student
                Loans.

        (2)     Take such actions as are required under the Act with respect to
                delinquencies.

        (3)     Perform the actions necessary to maintain the Guarantee and/or
                Insurance on each Financed Student Loan originated under the Act
                at all times.

        (4)     Handle all required borrower contact functions and meet all
                servicing "due diligence" requirements, as that term is used
                under the Act and implementing regulations. Such functions
                include, for example, skip tracing, contacting delinquent
                borrowers, handling borrower requests for extensions or
                deferments, and preparing and processing claims, including
                death, disability, default, closed school, false certification
                and bankruptcy claims.

        (5)     Prepare and maintain accounting records with respect to the
                Financed Student Loans; process refunds and other adjustments;
                process address changes and maintain address records.

        (6)     Collect all payments with respect to Financed Student Loans and
                deliver all such payments to the Indenture Trustee for deposit
                into the Collection Account, including without limitation
                guarantee payments, with respect to the Financed Student Loans.
                The Master Servicer shall prepare a "Lender's Request for
                Payment of Interest and Special Allowance" to be used in billing
                the Department for interest and the special allowance for all
                eligible loans on a quarterly basis. The Master Servicer agrees
                to submit the billing to the Department within 30 days following
                the last day of each quarter (March 31, June 30, September 30,
                December 31). In the event that the Master Servicer does not
                submit the billing to the Department within 30 calendar days
                following the last day of each quarter, and such failure is not
                attributable to action or inaction by the Issuer or the
                Department, the Issuer shall be entitled to payment by the
                Master Servicer of penalty interest. Such penalty interest shall
                be calculated on the actual amount of interest subsidies and
                special allowance payments that the Issuer is entitled to
                receive from the Department on the Student Loans covered by the
                billing report and for the time period between such 30th day
                through the date that said billing report is filed with the
                Department by the Master Servicer using the LIBOR rate, as
                quoted in the Wall Street Journal, for the period closest in
                term to the actual number of days covered by penalty period.

                                        3

<PAGE>

        (7)     Retain summary records of contacts, follow-ups and collections
                efforts, and records of written correspondence relating to the
                Financed Student Loans of each borrower sufficient to ensure
                claim payment.

        (8)     Process adjustments including NSF checks, status changes,
                forbearances, deferments and Financed Student Loans paid in
                full.

        (9)     Complete all forms and reports required by the U.S. Department
                of Education or any Guaranty Agency.

        (10)    Perform all of the Trust Eligible Lender Trustee's and Issuer's
                obligations as holder of Student Loans as required by the Act
                and the Regulations. The Master Servicer shall have full power
                to sign and act on the Issuer's and the Trust Eligible Lender
                Trustee's behalf as the Issuer's agent in all transactions with
                borrowers serviced hereunder. Each of Issuer and the Trust
                Eligible Lender Trustee do hereby authorize, constitute, and
                appoint the Master Servicer on its behalf and as its attorney in
                fact, to endorse those promissory notes for which a claim has
                been filed with a guarantor. The Master Servicer will carry out
                its responsibilities hereunder in a diligent and lawful manner.

        (11)    At all times identify the Issuer and the Trust Eligible Lender
                Trustee as the owners of the Financed Student Loans and identify
                the Indenture Trustee as a party which maintains a security
                interest in the Financed Student Loans.

        (12)    Capture and retain a copy of each promissory note and each
                disclosure statement on its image system and shall store a
                backup image copy in a remote facility. The Master Servicer
                shall hold the original Student Loan documents, including the
                original promissory note, a copy of the Student Loan application
                and the disclosure statement for safekeeping.

        (13)    Provide reports to the Issuer and Indenture Trustee of all
                monetary transactions as well as periodic summary and account
                information, including such items as:

                (i)     Detailed periodic reports to support all cash
                        transactions processed;

                (ii)    Monthly portfolio summary reports and supporting data
                        listings;

                (iii)   A monthly listing of delinquent accounts; and

                (iv)    A quarterly report of billings to the Department for
                        interest and special allowances.

        (14)    Ensure the timely payment of taxes, accounting fees, outside
                auditor fees, data processing costs and other costs incurred in
                servicing the Financed Student Loans.

        (15)    Obtain and maintain or cause each Subservicer to obtain and
                maintain in force a fidelity bond in an amount of at least
                $1,000,000 upon all personnel of the Master Servicer or
                Subservicer, as applicable, insuring against any loss or damage
                which the Issuer, the

                                        4

<PAGE>

                Master Servicer or Subservicer, as applicable, might suffer as a
                consequence of any fraudulent or dishonest act of such
                personnel.

        (16)    Obtain and maintain or cause to be obtained and maintained in
                force errors and omissions insurance coverage in an amount equal
                to at least $2,000,000 for all its customers.

        (17)    Respond to all borrower inquiries in a prompt, courteous and
                thorough manner.

        (18)    Establish and maintain a method for charging and collecting late
                payment fees in accordance with provisions of the Act and all
                other applicable laws and regulations.

        (19)    Act as custodian and bailee with respect to all original
                documents and hold them subject to the lien of the Indenture in
                favor of the Indenture Trustee and pursuant to a bailment in a
                form satisfactory to the Master Servicer, the Issuer and the
                Trust Eligible Lender Trustee.

        (20)    If any Financed Student Loan has lost its guarantee and/or
                insurance due to the actions of any prior issuer, servicer or
                holder of the Financed Student Loan, at the written request of
                the Issuer, use its best efforts to reinstate such guarantee or
                insurance; provided, however, that the Master Servicer makes no
                representation that such reinstatement will occur. Such services
                shall be provided at the cost agreed upon by the Issuer and the
                Master Servicer.

        (21)    If requested by the Issuer, remit monthly rebate fees to the
                Department with respect to the Financed Student Loans. Upon
                receipt of satisfactory documentation, the Issuer shall cause
                the Indenture to promptly wire transfer to the Master Servicer
                or its designee, from amounts held under the Indenture, the
                amount of funds required to pay such fees. The Master Servicer
                shall provide, or cause to be provided to the Issuer, on a
                monthly basis, information needed to determine the monthly
                rebate fees.

        (22)    Accrue and capitalize interest on those Student Loans not
                eligible for interest subsidy.

        (23)    Verify the current status of all borrowers not less often than
                annually through direct contact with each borrower to ensure
                correct account information. The Master Servicer shall also seek
                to verify the borrower's status by direct or indirect contact
                with educational institutions.

        (24)    When a Student Loan becomes due for repayment, prepare a payment
                schedule and disclosure statement and mail it to the borrower
                for signature(s). Prior to the first payment due date, repayment
                coupons will be prepared and sent to the borrowers.

        (25)    Post to the borrower's account all payments of principal,
                interest and other charges.

        (26)    Automatically credit the Issuer's account whenever a borrower
                overpays an account by less than $5.00, and the Issuer, at its
                discretion, can reimburse the borrower. When the overpayment is
                more than $5.00, the Master Servicer shall remit the overpayment
                directly to the borrower. When a borrower's balance owing is
                less than $50.00, the Master Servicer may, at its discretion,
                write-off the balance.

                                        5

<PAGE>

        (27)    Prepare and submit all papers and documents necessary to
                strictly follow reimbursement procedures specified in the Common
                Manual: Unified Student Loan Policy, as amended from time to
                time, upon default of borrower and further agrees to promptly
                remit proceeds to Issuer upon receipt from the Guaranty Agency.

        (28)    Provide immediate notice to the Issuer of any proceeding or
                action filed, asserted or threatened against the Master Servicer
                that, if decided unfavorably to the Master Servicer, would
                adversely impact the Master Servicer's status as an eligible
                "third-party servicer".

        (29)    Deliver to the Indenture Trustee each report delivered to the
                Master Servicer pursuant to the Basic Documents that the
                Indenture Trustee requests in order to fulfill its obligations
                under Section 6.16(c) of the Indenture.

        Section 5.    Due Diligence.

        The Master Servicer covenants and agrees that in discharging its
obligations hereunder it shall:

        (1)     Exercise due diligence in the servicing and collection of all
                Financed Student Loans as the term "due diligence" is used in
                the Act and the Regulations.

        (2)     Exercise reasonable care and diligence in the administration and
                collection of all Financed Student Loans utilizing collection
                practices in accordance with applicable federal and state
                collection practices, laws and regulations promulgated
                thereunder.

        (3)     Administer, collect and service the Financed Student Loans in a
                competent, diligent and orderly fashion, and, with respect to
                Financed Student Loans originated under the Act, in accordance
                with the requirements of the Act.

        Section 6.    Right of Inspection; Audit.

        The Issuer, the Indenture Trustee, the Trust Eligible Lender Trustee or
any governmental agency having jurisdiction over any of the same, or their
designated representatives, may at any time upon reasonable prior notice and
during normal business hours examine and audit at the sole expense of the
Issuer, the records which the Master Servicer or Subservicer maintain on the
Financed Student Loan being serviced, provided, however, that such activities
shall not unreasonably disrupt the Master Servicer's normal business operation.

        The Master Servicer agrees that it shall permit, not more than once per
year, the Issuer, the Indenture Trustee or its designee to conduct or have
conducted a procedural audit regarding the Master Servicer's or Subservicer's
compliance with the requirements of the Act or the terms of this Agreement. Such
audits shall be at the expense of the Issuer.

                                        6

<PAGE>

        Section 7.    Reporting Requirements.

        (a)     Annual Statement as to Compliance. The Master Servicer shall
deliver to each Rating Agency, the Indenture Trustee and the Issuer, on or
before March 31 of each year, beginning with March 31, 2004, a certificate
stating that (a) a review of the activities of the Master Servicer during the
preceding calendar year and of its performance under this Agreement has been
made under the supervision of the officer signing such certificate and (b) to
the best of such officers' knowledge, based on such review, the Master Servicer
has fulfilled all its obligations under this Agreement throughout such year, or,
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof.

        (b)     Annual Independent Public Accountant's Servicing Report. On or
before March 31 of each year, beginning March 31, 2004, the Master Servicer at
its expense shall cause an independent public accountant that is a member of the
American Institute of Certified Public Accountants to furnish a statement to
each Rating Agency, the Issuer and the Indenture Trustee to the effect that such
accountant has examined certain documents and records relating to the servicing
of the Financed Student Loans (during the preceding fiscal year) under servicing
agreements substantially similar one to another and to this Agreement and that,
on the basis of such examination, such servicing has been conducted in
compliance with such servicing agreements except for such significant exceptions
or errors in records that, in the opinion of such accountant, requires it to
report and that are set forth in such report.

        (c)     Monthly Servicer's Certificate. Each month, not later than the
twenty-fifth day of each month, the Master Servicer shall deliver to the
Indenture Trustee, a certificate certified by an officer of the Master Servicer
certifying to the accuracy of the monthly statement contemplated by Section
11.04 of the Indenture.

        Section 8.    Representations, Warranties, and Covenants of the Master
                      Servicer.

        The Master Servicer makes the following representations, warranties and
covenants to the Issuer on the date of this Agreement. The Master Servicer shall
be deemed to have repeated the representations and warranties in clauses (1),
(2), (6), (7), (8), (9) and (12) on the date the Notes are issued under the
Indenture.

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

        (2)     The execution and delivery by the Master Servicer of this
                Agreement and the performance of its obligations hereunder (i)
                are within its corporate power, (ii) have been duly authorized
                by all necessary corporate action, (iii) require no action by or
                filing with any governmental agency, except for any action or
                filing that has been taken or made on or

                                        7

<PAGE>

                before the date of this Agreement; and (iv) do not violate any
                provision of its certificate of incorporation or bylaws.

        (3)     The Master Servicer will satisfy all of its obligations set
                forth in this Agreement, maintain in effect all qualifications
                required in order to service the Financed Student Loans and
                comply in all material respects with all requirements of law if
                a failure to comply would have a materially adverse effect on
                its ability to service the Financed Student Loans.

        (4)     The Master Servicer will not permit any rescission or
                cancellation of a Financed Student Loan except as ordered by a
                court or other government authority or as consented to by the
                Trust Eligible Lender Trustee and the Indenture Trustee, except
                that it may write off any delinquent Financed Student Loan if
                the remaining balance of the borrower's account is less than
                $50.

        (5)     The Master Servicer will not reschedule, revise, defer or
                otherwise compromise payments due on any Financed Student Loan
                except during any applicable interest only, deferral or
                forbearance periods or otherwise in accordance with all
                applicable standards and requirements for servicing of the
                Financed Student Loans.

        (6)     All financial statements of the Master Servicer delivered to the
                Issuer were prepared according to U.S. generally accepted
                accounting principles ("GAAP") consistently applied and present
                fairly, in all material respects, the financial condition,
                results of operations and cash flows of the Master Servicer as
                of, and for the portion of the fiscal year ending on their date
                or dates (subject, in the case of financial statements other
                than annual ones, only to normal year-end adjustments).

        (7)     No event which could cause a material adverse effect on the
                Master Servicer's financial condition has occurred, and if such
                event shall occur, the Master Servicer shall promptly give the
                Issuer notice thereof.

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

        (9)     The Master Servicer has no knowledge of any basis upon which to
                believe that each Financed Student Loan (i) is not in compliance
                in all material respects with all laws and rules and regulations
                with respect to any Guarantee thereof, and (ii) does not conform
                to the applicable requirements of eligibility for such
                Guarantee.

        (10)    The Master Servicer further agrees to maintain its servicing
                system so that it will continue to provide all services required
                under this Agreement to the extent such services are not
                provided by one or more eligible third-party subservicers under
                the Act with adequate systems to perform such services.

                                        8

<PAGE>

        (11)    Until all Financed Student Loans serviced hereunder have been
                repaid in full, or paid as a claim by a Guaranty Agency, or
                transferred to another servicer, the Master Servicer agrees as
                follows:

                (i)     The Master Servicer shall cause to be furnished to the
                        Issuer its financial statements as the Issuer may
                        reasonably request, including quarterly unaudited
                        financial statements within thirty (30) days after the
                        conclusion of each fiscal quarter, and annual financial
                        statements within ninety (90) days after the end of each
                        fiscal year audited by nationally recognized independent
                        certified public accountants and such other information
                        with respect to its business affairs, assets, and
                        liabilities as the Issuer may reasonably request.

                (ii)    The Master Servicer shall maintain books, records and
                        accounts necessary to prepare financial statements
                        according to GAAP and maintain adequate internal
                        financial controls.

                (iii)   The Master Servicer shall maintain all licenses,
                        permits, and franchises necessary for its business.

        (12)    This Agreement will, upon execution and delivery by all parties
                thereto, constitute a legal and binding obligation of the Master
                Servicer, enforceable against the Master Servicer according to
                its terms.

        Upon the discovery of a breach of certain covenants that have a
materially adverse effect on the Financed Student Loans, the Master Servicer
will be obligated to purchase or substitute the adversely affected Financed
Student Loan unless the breach is cured within the time period prescribed in
Section 10 hereof. Any breach that relates to compliance with the requirements
of the Act or the applicable Guaranty Agency but that does not affect that
Guaranty Agency's obligation to guarantee payment of a Financed Student Loan
will not be considered to have a material adverse effect.

        The purchase or substitution and reimbursement obligations of the Master
Servicer will constitute the sole remedy available to the Issuer for any uncured
breach. The Master Servicer's purchase or substitution and reimbursement
obligations are contractual obligations that the Issuer may enforce, but the
breach of these obligations will not constitute an event of default under the
Indenture.

        Section 9.    Representations and Warranties of Issuer.

        The Issuer represents and warrants to the Master Servicer on the date of
this Agreement:

        (1)     The Issuer (i) is duly formed, validly existing, and in good
                standing under the laws of the jurisdiction in which it is
                formed; (ii) is duly qualified to transact business as a
                Delaware statutory trust; and (iii) possesses all requisite
                authority, permits and power to conduct its business as
                contemplated by this Agreement.

                                        9

<PAGE>

        (2)     The execution and delivery by the Issuer of this Agreement and
                the performance of its obligations hereunder (i) are within its
                organizational power; (ii) have been duly authorized by all
                necessary action; and (iii) require no action by or filing with
                any governmental agency, except for any action or filing that
                has been taken or made on or before the date of this Agreement.

        (3)     This Agreement will, upon execution and delivery by all parties
                thereto, constitute a legal and binding obligation of the
                Issuer, enforceable against the Issuer according to its terms.

        (4)     The Issuer is not subject to, or aware of the threat of, any
                litigation that is reasonably likely to be determined adversely
                to it and that, if so adversely determined, would have a
                material adverse effect on its financial condition relevant to
                this Agreement.

        Section 10.   Master Servicer Default.

        Each of the following constitutes a "Master Servicer Default" hereunder:

        (1)     any failure by the Master Servicer to deliver to the Indenture
                Trustee any payment required by this Agreement, which failure
                continues unremedied for three (3) business days after written
                notice of such failure is received by the Master Servicer from
                the Trust Eligible Lender Trustee, the Indenture Trustee or the
                Administrator or after discovery of such failure by an officer
                of the Master Servicer; or

        (2)     any breach of a representation or warranty of the Master
                Servicer contained in Section 8 of this Agreement or failure by
                the Master Servicer duly to observe or to perform in any
                material respect any term, covenant or agreement set forth in
                this Agreement or in any other Basic Document to which the
                Master Servicer is a party, which breach or failure shall (i)
                materially and adversely affect the rights of Noteholders or any
                Counterparties and (ii) continue unremedied for a period of
                sixty (60) days after the date of discovery of such failure by
                an officer of the Master Servicer or on which written notice of
                such breach or failure, requiring the same to be remedied, shall
                have been given (A) to the Master Servicer, by the Indenture
                Trustee, the Trust Eligible Lender Trustee or the Administrator,
                or (B) to the Master Servicer, the Indenture Trustee or the
                Trust Eligible Lender Trustee by Noteholders representing not
                less than 25% of the Outstanding Amount of the Notes; or

        (3)     the Master Servicer shall have commenced a voluntary case or
                other proceeding seeking liquidation, reorganization, or other
                relief with respect to itself or its debts under any bankruptcy,
                insolvency, or other similar law now or hereafter in effect or
                seeking the appointment of a trustee, receiver, liquidator,
                custodian, or other similar official of it or any substantial
                part of its property, or shall have made a general assignment
                for the benefit of creditors, or shall have declared a
                moratorium with respect to its debts or shall have failed
                generally to pay its debts as they become due, or shall have
                taken any action to authorize any of the foregoing; or

        (4)     an involuntary case or other proceeding shall have been
                commenced against the Master Servicer seeking liquidation,
                reorganization, or other relief with respect to it or its debts

                                       10

<PAGE>

                under any bankruptcy, insolvency or other similar law now or
                hereafter in effect or seeking the appointment of a trustee,
                receiver, liquidator, custodian, or other similar official of it
                or any substantial part of its property, provided such action or
                proceeding is not dismissed within 60 days; or

        (5)     any failure by the Master Servicer to comply with any
                requirements under the Act resulting in a loss of its
                eligibility as a third-party servicer.

        Section 11.   Rights Upon Master Servicer Default.

        In each and every case, so long as Master Servicer Default shall not
have been remedied, either the Indenture Trustee, or the holders of Notes
evidencing not less than 25% of the Outstanding Amount of the Notes, by notice
then given in writing to the Master Servicer (and to the Indenture Trustee and
the Issuer if given by the Noteholders) may terminate all the rights and
obligations (other than the rights and obligations set forth in Section 19
hereof) of the Master Servicer under this Agreement. Only the Indenture Trustee
or the Noteholders, and not the Issuer, will have the ability to remove the
Master Servicer if a Master Servicer Default occurs while the Notes are
Outstanding.

        As of the effective date of termination of the Master Servicer, all
authority and power of the Master Servicer under this Agreement, whether with
respect to the Notes or the Financed Student Loans or otherwise, shall, without
further action, pass to and be vested in the Indenture Trustee or such successor
servicer as may be appointed, and all files shall be disposed of pursuant to the
procedures prescribed by Section 14 hereof. The successor servicer will succeed
to all the responsibilities and duties of the Master Servicer under this
Agreement and will be entitled to similar compensation arrangements.

        The Master Servicer shall cooperate with the successor servicer, the
Indenture Trustee and the Issuer in effecting the termination of the
responsibilities and rights of the Master Servicer under this Agreement,
including the transfer to the successor servicer for administration by it of all
cash amounts that shall at the time be held by the Master Servicer for deposit,
or shall thereafter be received by it with respect to a Financed Student Loan.
All reasonable costs and expenses (including attorneys' fees) incurred in
connection with transferring the Financed Student Loan files to the successor
servicer and amending this Agreement and any other Basic Documents to reflect
such succession of servicer pursuant to this Section 11 shall be paid by the
Master Servicer (other than the Indenture Trustee acting as the servicer under
this Section 11) upon presentation of reasonable documentation of such costs and
expenses. Upon receipt of notice of the occurrence of a Master Servicer Default,
the Issuer shall give notice thereof to the Rating Agencies.

        If the Indenture Trustee is unwilling or unable to act, it may appoint,
or petition a court for the appointment of, a successor whose regular business
includes the servicing of Student Loans; provided, however, the Indenture
Trustee shall continue to act as the Master Servicer until a successor has been
so appointed. If, however, a bankruptcy trustee or similar official has been
appointed for the Master Servicer, and no Master Servicer Default other than
that appointment has occurred, the trustee may have the power to prevent the
Indenture Trustee or the Noteholders from effecting the transfer.

                                       11

<PAGE>

        Section 12.   Waiver of Past Master Servicer Defaults.

        The Noteholders evidencing a majority of the Outstanding Amount of the
Notes, in the case of any Master Servicer Default which does not adversely
affect the Indenture Trustee or the Noteholders, may, on behalf of all
Noteholders, waive in writing any default by the Master Servicer in the
performance of its obligations hereunder and any consequences thereof, except a
default in making any required deposits to or payments from any of the Trust
Accounts (or giving instructions regarding the same) in accordance with this
Agreement. Upon any such waiver of a past default, such default shall cease to
exist, and any Master Servicer Default arising therefrom shall be deemed to have
been remedied for every purpose of this Agreement. No such waiver shall extend
to any subsequent or other default or impair any right consequent thereto.

        The Issuer may designate another servicer with respect to its student
loans. Any servicer, other than Education Lending Services, Inc., may be
appointed, provided that a Rating Confirmation has been received with respect
thereto.

        Section 13.   Termination.

        This Agreement will terminate upon the occurrence of the earlier of (i)
the termination of the Indenture; (ii) early termination pursuant to Section 11
hereof; and (iii) payment in full of all of the Financed Student Loans being
serviced hereunder.

        The Master Servicer may not resign from its obligations and duties as
the Master Servicer hereunder, except upon determination that the Master
Servicer's performance of its duties is no longer permissible under applicable
law. No resignation will become effective until the Indenture Trustee or a
successor servicer has assumed the Master Servicer's servicing obligations and
duties under this Agreement.

        In the event of termination of this Agreement, the Issuer shall remain
liable for all fees due and payable hereunder. Termination shall be made without
prejudice to any other rights or remedies either party may have at law or in
equity. The obligations of the Master Servicer under Section 4 hereof, and the
representations and warranties in Section 8 shall survive any termination of
this Agreement and shall remain in effect for all Financed Student Loans while
such Financed Student Loans are serviced by the Master Servicer. The rights and
obligations of the Master Servicer contained in Section 19 hereof shall survive
termination of this Agreement. In the event that servicing on any Financed
Student Loan is transferred to a successor servicer, such successor servicer
shall be required by the Issuer to engage in reasonable good faith efforts to
obtain payment on any claim initially rejected by a guarantor for payment
including, without limitation, involving the Master Servicer in such effort,
where the reason for claim denial relates to the period during which the Master
Servicer serviced such Financed Student Loan hereunder. However, if the cause
for claim denial is reasonably attributable to the Master Servicer actions or
inactions, the Master Servicer shall be responsible therefore. The Master
Servicer acknowledges that Issuer will assign this Agreement to the Indenture
Trustee on behalf of the Noteholders and that the Indenture Trustee will be
entitled to enforce this Agreement against the Master Servicer.

                                       12

<PAGE>

        Section 14.   Disposition of Files on Termination.

        Upon termination of this Agreement, all files (physical and electronic)
held by the Master Servicer with respect to Financed Student Loans shall be
promptly transferred to the Issuer or its designee in such form as the Issuer
reasonably requests. The Issuer shall be responsible for payment of reasonable
expenses related to the transfer of the records unless the Issuer is removing
the Financed Student Loans because of a breach by the Master Servicer. In such
instance, the Master Servicer shall bear the cost of deconverting and
transferring the Financed Student Loan documentation.

        Section 15.   Independent Contractor.

        The Master Servicer is an independent contractor and is not, and shall
not hold itself out to be, the agent of the Issuer except for the limited
specific purposes set forth in this Agreement.

        Section 16.   Correspondence; Disclosure.

        The parties hereto acknowledge and agree that the Master Servicer will
handle all communication with borrowers necessary to provide its services
hereunder. Data regarding Financed Student Loans shall be disclosed only to the
Issuer, the Indenture Trustee, the Administrator or the respective borrower,
unless otherwise required by law or certain financing covenants.

        Section 17.   Cooperation.

        Each party covenants and agrees to cooperate fully with the other to
facilitate the transactions contemplated by this Agreement.

        Section 18.   Amendments.

        This Agreement may be amended, supplemented or modified only by written
instrument duly executed by the Issuer and the Master Servicer with the consent
of the Indenture Trustee. So long as any Notes remain Outstanding under the
Indenture, a Rating Confirmation must be obtained with respect to any such
amendment, supplement or modification.

        Section 19.   Indemnification and Liability

        (a)     Neither the Master Servicer nor any of its directors, officers,
employees or agents will be under any liability to the Issuer or the Noteholders
for taking any action or for refraining from taking any action pursuant to this
Agreement, or for errors in judgment; provided, however, that neither the Master
Servicer nor any person will be protected against any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of the Master Servicer's duties hereunder or by reason of
reckless disregard of its obligations and duties hereunder.

        (b)     The Master Servicer is under no obligation to appear in,
prosecute, or defend any legal action that is not incidental to its servicing
responsibilities under this Agreement and that, in its opinion, may cause it to
incur any expense or liability. The Master Servicer may undertake any reasonable
action that it deems necessary or desirable in respect of this Agreement and the
interests of the Noteholders.

                                       13

<PAGE>

        (c)     If the Master Servicer is required to appear in, or is made a
defendant in any legal action or proceeding commenced by any party other than
the Issuer with respect to any matter arising hereunder, the Issuer shall
indemnify and hold the Master Servicer harmless from all loss, liability, or
expense (including reasonable attorney's fees) except for any loss, liability or
expense arising out of or relating to the Master Servicer's willful misconduct
or negligence with regard to the performance of services hereunder or breach of
its obligations hereunder. Subject to the limitations set forth in paragraph
19(b) hereof, the Master Servicer shall indemnify and hold the Issuer harmless
from all loss, liability and expense (including reasonable attorney's fees)
arising out of or relating to the Master Servicer's willful misconduct or
negligence with regard to performance of services hereunder or breach of its
obligations hereunder, provided that in no event shall the Master Servicer be
responsible or liable for any incidental, special or consequential damages with
respect to any matter whatsoever arising out of this Agreement.

        (d)     If a Financed Student Loan is denied the Guarantee by the
Guaranty Agency or the loss of federal interest, special allowance, and/or
insurance benefits, the Master Servicer shall have the right to take any action
not prohibited by law or regulation to reduce its losses, if any, hereunder,
including but not limited to curing, at its own expense, any due diligence or
other servicing violation. If any lost Guarantee is not reinstated within twelve
(12) months of the date the Master Servicer learns of the loss of the Guarantee
on a Financed Student Loan, the Master Servicer shall take actions which make
the Issuer whole with respect to the Financed Student Loan while maintaining the
eligibility for future reinstatement of the Guarantee; provided, however, the
Master Servicer may delay taking such actions by giving written notice to the
Issuer not less often than each ninety (90) days that the Master Servicer has
reason to believe that the Guarantee will be reinstated within time frames
permitted by regulations. If the Master Servicer gives notice of such delay, the
Master Servicer agrees to pay any accrued interest on the Financed Student Loans
that may be uninsured. The Issuer agrees to use its best efforts to cause the
repurchase, at par plus insured interest and benefits thereon, of any Financed
Student Loan which is cured and is reinsured subsequent to its sale by the
Issuer pursuant to actions taken by the Master Servicer to make the Issuer whole
and if the sale was to an Eligible Lender to the extent the Issuer has, or can
make available, fund therefor.

        (e)     The Master Servicer shall have no responsibility for any error
or omission (including due diligence violations) which occurred prior to the
date the Master Servicer assumed responsibility for servicing the Financed
Student Loan, nor shall the Master Servicer be responsible for losses, damages
or expenses arising from any change in law or regulation which retroactively
imposes additional requirements for documentation or servicing actions, provided
that the Master Servicer has made best efforts to comply with retroactive
additional requirements.

        Section 20.   Merger or Consolidation of, or Assumption of the
                      Obligations of, Master Servicer

        Any entity into which the Master Servicer may be merged or consolidated,
or any entity which may result from any merger or consolidation to which the
Master Servicer shall be a party or any entity succeeding to the business of the
Master Servicer, shall be the successor to the Master Servicer without the
execution or filing of any document or any further act by any of the parties to
this Agreement; provided, however, that the Master Servicer hereby covenants
that it will not consummate any of the foregoing transactions except upon
satisfaction of the following: (i) the surviving servicer, if other than
Education Lending Services, Inc., executes an agreement of assumption to perform
every obligation of the Master

                                       14

<PAGE>

Servicer under this Agreement, (ii) immediately after giving effect to such
transaction, no representation or warranty made hereunder shall have been
breached and no Master Servicer Default shall have occurred and be continuing,
and (iii) such consolidation, merger or succession and such agreement of
assumption comply with all the conditions precedent, if any, provided for in
this Agreement.

        Section 21.   Confidentiality

        The contents of this Agreement, together with all supporting documents,
exhibits, schedules, and any amendments thereto, which form the basis of the
business relationship between the Issuer and the Master Servicer, insofar as the
same relate to the fees charged by the Master Servicer, shall be held in strict
confidence by both parties and shall not be disclosed or otherwise discussed
with any third party (unless required by law or regulation), except outside
counsel or independent accountants, or in connection with the offer and sale of
securities issued or to be issued under the Indenture, without the prior written
consent of the other party.

        Section 22.   Nonpetition Covenant of Master Servicer

        The Master Servicer agrees not to, for any reason, institute proceedings
for the Issuer to be adjudicated as bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against the Issuer, or file
a petition seeking or consenting to reorganization or relief under any
applicable federal or state law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Issuer or a substantial part of its property.

        Section 23.   Sale or Transfer of Loans; Limitations

        The Issuer agrees that if any Financed Student Loans are sold under
conditions that result in the Financed Student Loans being transferred to
another servicer, whether immediately or at some future date, the Issuer will
pay or cause to be paid, at the time such Financed Student Loans are
transferred, the deconversion fees charged by such servicer.

        Section 24.   Optional Purchase of Financed Student Loans

        The Master Servicer shall have the option to purchase or arrange for the
purchase of all remaining Financed Student Loans on any Distribution Date when
the Pool Balance is 10% or less of the initial Pool Balance. The purchase price
will equal the greater of (i) the aggregate outstanding balances of the
remaining Financed Student Loans as of the end of the preceding Collection
Period, including all interest accrued thereon, and (ii) the Minimum Purchase
Amount.

        Section 25.   Miscellaneous.

        (a)     Any material written communication received at any time by the
Issuer with respect to a Financed Student Loan or a borrower shall be promptly
transmitted by the Issuer to the Master Servicer. Such communications include
but are not limited to letters, notices of death or disability, adjudication of
bankruptcy and like documents, and forms requesting deferment of repayment or
loan cancellations.

        (b)     This Agreement shall be governed by the laws of the State of
Ohio.

                                       15

<PAGE>

        (c)     All covenants contained herein and the benefits, rights and
obligations of the parties hereunder, shall be binding upon and inure to the
benefit of the legal representatives, successors and assigns of the parties
hereto, including but not limited to, any successor entity acquiring or
succeeding to the assets of either party.

        (d)     This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which shall be deemed to
constitute but one and the same instrument.

        (e)     If any provisions of this Agreement shall be held, or deemed to
be, or shall in fact be inoperative or unenforceable as applied in any
particular situation, such circumstance shall not have the effect of rendering
any other provision or provisions herein contained invalid, inoperative or
unenforceable to any extent whatsoever. The invalidity of any one or more
phrases, sentences, clauses or paragraphs herein contained shall have no effect
on the remaining portions of this Agreement or any part hereof.

        (f)     All notices, requests, demands or other instruments which may or
are required to be given by either party to the other, shall be in writing and
each shall be deemed to have been properly given when delivered personally on an
officer of the party to whom such notice is to be given, or upon receipt thereof
when mailed postage prepaid by registered or certified mail, requesting return
receipt, or upon confirmed facsimile transmission, addressed as follows:

                If intended for 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:  +1.513.534.3367
                        Facsimile:  +1.513.534.6785

                        with a copy to:

                        Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, Delaware 19890-0001
                        Attention:  Corporate Trust Administration
                        Telephone:  +1.203.975.6112
                        Facsimile:  +1.203.975.6299

                                       16

<PAGE>

                If intended for the Master Servicer:

                        Education Lending Services, Inc.
                        6 East Fourth Street
                        Suite 300
                        Cincinnati, Ohio 45202
                        Attention: Perry Moore

                If intended for the Indenture Trustee:

                        Fifth Third Bank
                        MD 10AT60
                        38 Fountain Square Plaza
                        Cincinnati, Ohio 45263
                        Attention:  Corporate Trust Administration
                        Telephone:  +1.513.534.3367
                        Facsimile:  +1.513.534.6785

                If intended for the Trust Eligible Lender Trustee:

                        Fifth Third Bank
                        MD 10AT60
                        38 Fountain Square Plaza
                        Cincinnati, Ohio 45263
                        Attention:  Corporate Trust Administration
                        Telephone:  +1.513.534.3367
                        Facsimile:  +1.513.534.6785

Either party may change the address to which subsequent notices are to be sent
to it by written notice to the other given as aforesaid, but any such notice of
change, shall not be effective until the second Business Day after it is
received.

        (g)     This Agreement may not be terminated by any party hereto except
in the manner and with the effect herein provided.

        (h)     When the context of this Agreement so requires or implies,
references to the Issuer include any applicable trustee.

        (i)     If either party cannot fulfill its obligations (other than the
payment of money), in part or in whole, due to a force or event outside its
control, such obligations of that party shall be suspended and such party shall
not be liable to the other party for any failure to perform hereunder as a
result.

        (j)     The parties hereto agree to execute or cause to be executed the
Limited Power of Attorney attached hereto as Exhibit A.

                                       17

<PAGE>

        (k)     The Master Servicer has and agrees to maintain a disaster
recovery plan which, in its reasonable opinion, will permit it to continue
operations without undue interruption in the event of fire, disaster, labor
disruption, or Act of God.

        (l)     The Master Servicer may cause any of its duties or obligations
hereunder to be performed by a Subservicer to the extent permitted by the
Indenture.

        (m)     EACH PARTY TO THIS AGREEMENT WAIVES ITS RIGHT TO A JURY TRIAL.

                                       18

<PAGE>

        IN WITNESS WHEREOF, the parties have hereunto set their hands by their
duly authorized officers as of the day and year first above written.

                                        EDUCATION FUNDING CAPITAL TRUST-II, by
                                           Fifth Third Bank, as Co-Owner Trustee


                                        By:   /s/ Brian J. Gardner
                                           -------------------------------------
                                             Name:   Brian J. Gardner
                                             Title: Assistant Vice President

                                        EDUCATION LENDING SERVICES, INC., as
                                            the Master Servicer


                                        By:   /s/ Perry D. Moore
                                           -------------------------------------
                                             Name:   Perry D. Moore
                                             Title: Senior Vice President -
                                                    Finance

                                        FIFTH THIRD BANK, as Indenture Trustee


                                        By:   /s/ Brian J. Gardner
                                           -------------------------------------
                                             Name:   Brian J. Gardner
                                             Title: Assistant Vice President

                                        FIFTH THIRD BANK, as Trust Eligible
                                           Lender Trustee


                                        By:   /s/ Brian J. Gardner
                                           -------------------------------------
                                             Name:   Brian J. Gardner
                                             Title: Assistant Vice President

<PAGE>

                                                                       EXHIBIT A

                            LIMITED POWER OF ATTORNEY
                                   ----------

                                   WITNESSETH:

        WHEREAS, Education Lending Services, Inc., a Delaware corporation (the
"Master Servicer"), and Education Funding Capital Trust-II, a Delaware statutory
trust (the "Issuer"), are parties to the Master Servicing Agreement dated as of
April ___, 2003 (the "Master Servicing Agreement"); and

        WHEREAS, pursuant to the Master Servicing Agreement, the Master Servicer
will perform substantially all of the obligations and duties with regard to
servicing of certain education loans (the "Financed Student Loans") as provided
therein; and

        WHEREAS, in order to carry out its obligations under the Master
Servicing Agreement with respect to the Financed Student Loans, the Master
Servicer requires the power to perform certain acts, including but not limited
to execution of promissory notes, assignment of notes to guarantors and filing
of responses to bankruptcy notices, in the name of Fifth Third Bank, as trust
eligible lender trustee (the "Trust Eligible Lender Trustee") for Issuer.

NOW THEREFORE, the Master Servicer, Issuer and Trust Eligible Lender Trustee
agree:

        1.      That each of the Issuer and the Trust Eligible Lender Trustee do
hereby make and appoint the Master Servicer as its true and lawful
attorney-in-fact to do all things necessary to carry out the Master Servicer's
obligations under the Master Servicing Agreement with respect to the Financed
Student Loans, including but not limited to the filing of proof of claim with
bankruptcy courts. This instrument shall be construed and interpreted as a
limited power of attorney (the "Limited Power of Attorney") and is not to be
construed as granting any powers to the Master Servicer other than those
necessary to carry out its obligations under the Master Servicing Agreement with
respect to the Financed Student Loans.

        2.      That this Limited Power of Attorney is effective as of April
___, 2003, and shall remain in force and effect until revoked in writing by the
Issuer and Trust Eligible Lender Trustee or until the Master Servicing Agreement
is terminated. This instrument shall supplement but not replace the powers
previously granted to the Master Servicer in the Master Servicing Agreement.

<PAGE>

The undersigned, being duly authorized, has executed this Limited Power of
Attorney.

                                        EDUCATION FUNDING CAPITAL TRUST-II, by
                                           Fifth Third Bank, as Co-Owner Trustee

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

                                        FIFTH THIRD BANK, as Trust Eligible
                                           Lender Trustee

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

The undersigned, being duly authorized, accepts the foregoing Limited Power of
Attorney for and on behalf of the Issuer and Trust Eligible Lender Trustee, as
of __________, 20___.

                                        EDUCATION LENDING SERVICES,  INC.,  as
                                           the Master Servicer

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