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                                                                    EXHIBIT 10.4

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                            ADMINISTRATION AGREEMENT


                                     between


                      [EDUCATION FUNDING CAPITAL TRUST-__]
                                    as Issuer


                                       and


                        EDUCATION LENDING SERVICES, INC.
                                as Administrator


                           dated as of _________, 20__


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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                             Page
<S>                                                                                                          <C>
Section 1.    Definitions...................................................................................  1
Section 2.    Indenture and Related Documents...............................................................  1
Section 3.    Master Servicing Agreement....................................................................  3
Section 4.    Transfer and Sale Agreements..................................................................  4
Section 5.    Higher Education Act..........................................................................  4
Section 6.    Other Duties with Respect to the Indenture and Master Servicing Agreement.....................  4
Section 7.    Other Administrative Services.................................................................  5
Section 8.    Exceptions....................................................................................  6
Section 9.    Employees; Offices............................................................................  6
Section 10.   Non-Ministerial Matters.......................................................................  7
Section 11.   Compensation..................................................................................  7
Section 12.   Representations and Warranties of the Issuer..................................................  7
Section 13.   Representations and Warranties of the Administrator...........................................  8
Section 14.   Term..........................................................................................  9
Section 15.   Obligation to Supply Information..............................................................  9
Section 16.   Annual Statement as to Compliance.............................................................  9
Section 17.   Annual Independent Public Accountant's Report.................................................  9
Section 18.   Liability of Administrator.................................................................... 10
Section 19.   Merger or Consolidation of, or Assumption of the Obligations of, the Administrator............ 11
Section 20.   Administrator Default......................................................................... 11
Section 21.   Appointment of Successor...................................................................... 12
Section 22.   Reliance on Information Obtained from Third Parties........................................... 13
Section 23.   Notices....................................................................................... 13
Section 24.   Amendment..................................................................................... 14
Section 25.   Assignment.................................................................................... 14
Section 26.   Independence of Administrator................................................................. 14
Section 27.   No Joint Venture.............................................................................. 14
Section 28.   Other Activities of Administrator............................................................. 14
Section 29.   No Petition................................................................................... 14
Section 30.   Governing Law................................................................................. 14
Section 31.   Entire Agreement.............................................................................. 15
Section 32.   Successors; Counterparts...................................................................... 15
Section 33.   Third Party Beneficiaries..................................................................... 15
Section 34.   Captions...................................................................................... 15
</TABLE>

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                            ADMINISTRATION AGREEMENT

     THIS ADMINISTRATION AGREEMENT (this "Administration Agreement") is made as
of ______________, 20__ between [EDUCATION FUNDING CAPITAL TRUST-__] (the
"Issuer") and EDUCATION LENDING SERVICES, INC., a Delaware corporation, as
administrator (the "Administrator") under the circumstances set forth below.

                                    RECITALS

     A.   The Issuer is engaged in the acquisition from the Depositor of
Financed Student Loans.

     B.   In connection with the acquisition of Student Loans, the Issuer has
executed and delivered that certain Indenture of Trust dated as of _________,
20__ (the "Indenture") among the Issuer, ______________________, as indenture
trustee, and _________________, as trust eligible lender trustee.

     C.   Pursuant to the Indenture and the other Basic Documents to which the
Issuer is a party (collectively, the "Issuer Documents"), the Issuer is
obligated to perform certain duties and responsibilities under the Indenture and
in connection with the assets and obligations thereunder.

     D.   The Issuer has requested that the Administrator provide advice and
assistance to the Issuer and perform various services for and duties of the
Issuer, including the duties and responsibilities of the Issuer under the
Indenture and in connection with the assets and obligations thereunder.

     E.   The Issuer desires to avail itself of the experience, advice and
assistance of the Administrator and to have the Administrator perform various
financial, statistical, accounting and other services for and duties of the
Issuer, and the Administrator has the capacity and is willing to furnish such
services on the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the mutual promises and covenants set
forth herein and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     Section 1.   Definitions. Capitalized terms that are not otherwise defined
in this Administration Agreement shall have the meanings ascribed thereto in
Appendix A to the Indenture.

     Section 2.   Indenture and Related Documents. The Administrator shall cause
the duties and responsibilities of the Issuer under the Indenture to be
performed, including but not limited to the actions set forth below. The
Administrator shall advise the Issuer when action by the Issuer is necessary to
comply with the Issuer's duties under the Indenture and the agreements relating
thereto. The Administrator shall prepare for execution, if required, by the
Issuer, or shall cause the

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preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of
the foregoing, the Administrator shall take all appropriate action, including
but not limited to, the following:

     (a)  obtaining and preserving the Issuer's legal right to do business in
          any jurisdiction in which such qualification is or shall be necessary
          to protect the validity and enforceability of the Indenture, and each
          instrument and agreement included in the Trust Estate;

     (b)  preparing all supplements, amendments, financing statements,
          continuation statements, instruments of further assurance and other
          instruments, in accordance with the relevant provisions of the
          Indenture, necessary to protect the Trust Estate;

     (c)  arranging for the delivery of any opinions of counsel and certificates
          of officers of the Issuer and other statements required under the
          relevant provisions of the Indenture;

     (d)  preparing and obtaining documents and instruments required for the
          release of the Issuer from its obligations under the Indenture;

     (e)  monitoring the Issuer's obligations as to the satisfaction and
          discharge of the Indenture and preparing any certificates of officers
          of the Issuer and obtaining any opinions of counsel required in
          connection therewith;

     (f)  preparing, obtaining or filing the instruments, opinions and
          certificates and other documents required for the release of
          collateral;

     (g)  taking such actions as may be required of the Issuer under the
          Indenture upon the occurrence and continuance of an Event of Default;

     (h)  preparing and, after execution by the Issuer, filing with the
          Commission, any applicable state agencies and the Indenture Trustee,
          documents required to be filed on a periodic basis with, and summaries
          thereof as may be required by rules and regulations prescribed by, the
          Commission and any applicable State agencies;

     (i)  causing the directions of the Issuer to be carried out in connection
          with opening one or more accounts in the Issuer's name, preparing any
          orders of the Issuer and certificates of officers of the Issuer and
          obtaining opinions of counsel required, and taking all other actions
          necessary, with respect to investment and reinvestment of moneys in
          the Accounts in accordance with the investment criteria and
          requirements of the Indenture and applicable investment policies.

     (j)  preparing any requests of the Issuer and certificates of officers of
          the Issuer and obtaining any opinions of counsel required for the
          release of the Trust Estate;

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     (k)  preparing all certificates of officers of the Issuer, and coordinating
          obtaining opinions of counsel as required with respect to any requests
          by the Issuer of the Indenture Trustee to take any action under the
          Indenture;

     (l)  preparing orders of the Issuer and obtaining opinions of counsel as
          necessary or required for the execution of any amendments or
          supplements to the Indenture;

     (m)  preparing and delivering certificates of officers of the Issuer, if
          necessary, for the release of property from the lien of the Indenture;

     (n)  preparing and delivering to the Indenture Trustee any agreements with
          respect to notice provisions;

     (o)  preparing and delivering investment instructions to the Indenture
          Trustee, as necessary or required under the terms of the Indenture and
          in accordance with the applicable investment policy, adopted from time
          to time; and

     (p)  taking such actions as may be required of the Issuer under any
          agreement between the Issuer and other parties relating to the
          Indenture.

     Section 3.   Master Servicing Agreement. The Administrator shall cause the
duties and responsibilities of the Issuer under each of the Financed Student
Loans and the Master Servicing Agreement to be performed, including but not
limited to the duties set forth below. The Administrator shall advise the Issuer
when action by the Issuer is necessary to comply with the Issuer's obligations
under the Financed Student Loans and the Master Servicing Agreement. The
Administrator shall prepare for execution, if required, by the Issuer or shall
cause the preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions as it shall be the duty
of the Issuer to prepare, file or deliver pursuant to the Financed Student Loans
and the Master Servicing Agreement. In furtherance of the foregoing, the
Administrator shall take all appropriate action, including but not limited to
the following:

     (a)  pursuant to the Master Servicing Agreement, providing to the Servicer
          (or the Servicer's bailee) from time to time, as necessary, and
          requiring that the Servicer (or the Servicer's bailee) maintain
          physical custody and possession of, documentation and information
          relating to the Financed Student Loans and, on and after each
          applicable date on which Student Loans are to be purchased (the "Loan
          Purchase Date"), Student Loans sold and transferred to the Issuer on
          each such Loan Purchase Date, including the documents evidencing such
          Student Loans and such additional documentation or information
          relating to such Student Loans as is reasonably required for the
          Student Loans to be properly serviced by the Servicer;

     (b)  cause to be paid solely from the Trust Estate, all amounts to be paid
          by the Issuer pursuant to the Transfer and Sale Agreements;

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     (c)  promptly after each Loan Purchase Date and with respect to Student
          Loans originated under the Act, ensuring that notification as required
          under the Act and by the applicable Guarantee Agencies is made to the
          borrower under each such Student Loan and to the Secretary of
          Education and the applicable Guarantee Agencies, as appropriate;

     (d)  promptly after each Loan Purchase Date, providing the Servicer with
          all information as may be required under the Master Servicing
          Agreement;

     (e)  causing to be paid to the Servicer on behalf of the Issuer, but solely
          from the Trust Estate, all fees required to be paid by the Issuer
          pursuant to the Master Servicing Agreement;

     (f)  performing all audits of records and accounts that the Issuer from
          time to time may be permitted or required to perform under the Master
          Servicing Agreement;

     (g)  preparing all other documents, reports, filings, instruments,
          certificates and opinions as it is the duty of the Issuer to prepare,
          file or deliver pursuant to the Master Servicing Agreement; and

     (h)  in the event of the default of the Servicer under the Master Servicing
          Agreement, or default of any other party to any other Issuer Document,
          taking all reasonable steps available to enforce the Issuer's rights
          under such documents in respect of such default.

     Section 4.   Transfer and Sale Agreements. The Administrator shall take the
actions necessary to cause the duties of the Issuer to be carried out under the
provisions of the Transfer and Sale Agreements and any of the rights or
obligations thereunder. The Administrator also shall enforce the rights of the
Issuer under the applicable provisions of the Transfer and Sale Agreements to
require the Depositor to repurchase certain Student Loans that have been
transferred to the Issuer, including but not limited to providing notice to the
Servicer of each such repurchase request, endorsing to the Servicer each Student
Loan to be repurchased by the Depositor and taking all other actions necessary
to enforce the Issuer's rights of recourse against the Depositor.

     Section 5.   Higher Education Act. The Administrator shall take all actions
that are necessary to cause the Issuer to comply with the requirements of the
Act and the applicable Guarantee Agencies with respect to Student Loans
originated under the Act.

     Section 6.   Other Duties with Respect to the Indenture and Master
Servicing Agreement.

     (a)  In addition to the duties of the Administrator set forth above, the
Administrator shall perform such calculations and shall prepare for execution by
the Issuer or shall cause the preparation by other appropriate persons of all
such documents, reports, filings, instruments,

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certificates and opinions as it shall be the duty of the Issuer to prepare, file
or deliver pursuant to the Indenture or the Master Servicing Agreement, and
shall take all appropriate action that it is the duty of the Issuer to take
pursuant to the Indenture or the Master Servicing Agreement. The Administrator
shall administer, perform or supervise the performance of such other activities
in connection with the Trust Estate (including the Master Servicing Agreement)
as the Issuer is obligated to perform and are not covered by any of the
foregoing provisions and as are reasonably within the capability of the
Administrator.

     (b)  In carrying out the foregoing duties or any of its other obligations
under this Administration Agreement, the Administrator may enter into
transactions with or otherwise deal with any of its Affiliates; provided that
the terms of any such transactions or dealings shall be, in the Administrator's
opinion, no less favorable to the Issuer than would be available from
unaffiliated parties.

     Section 7.   Other Administrative Services. The Issuer hereby authorizes
the Administrator, as its agent, to perform, and the Administrator hereby agrees
to perform, all administrative services necessary or desirable in connection
with the Issuer's existence as a bankruptcy-remote Delaware statutory trust
holding the assets described hereunder, including but not limited to the
following:

     (a)  subject to the directions of the authorized representatives of the
          Issuer, carrying out and performing the day to day business activities
          of the Issuer;

     (b)  providing, or causing to be provided, all clerical and bookkeeping
          services necessary and appropriate for the Issuer, including, without
          limitation, the following services:

          (i)  maintaining general accounting records of the Issuer, and
               preparing for audit such periodic financial statements as may be
               necessary or appropriate;

          (ii) maintaining records of the Accounts, authorizing withdrawals from
               the Accounts on behalf of the Issuer and taking all other actions
               on behalf of the Issuer as may be necessary with respect to the
               Accounts;

         (iii) (A) preparing for execution by the Issuer and causing to be
               filed on behalf of the Issuer such income, franchise or other tax
               returns of the Issuer as shall be required to be filed by
               applicable law, and (B) causing to be paid by the Issuer, solely
               out of moneys of the Issuer, any taxes required to be paid by the
               Issuer by applicable law;

          (iv) assisting in preparing for execution by the Issuer amendments to
               and waivers under the Master Servicing Agreement and any other
               documents or instruments deliverable by the Issuer thereunder or
               in connection therewith;

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          (v)  holding, maintaining and preserving executed copies of the Master
               Servicing Agreement and other documents or instruments executed
               by the Issuer thereunder or in connection therewith;

          (vi) assisting in giving such other notices, consents and other
               communications that the Issuer may from time to time be required
               or permitted to give under the Master Servicing Agreement or
               other documents executed by the Issuer thereunder or in
               connection therewith;

         (vii) facilitating the annual audit of the financial statements of the
               Issuer; and

        (viii) taking such other actions as may be incidental or reasonably
               necessary to accomplish the actions of the Administrator
               authorized under this subsection (b);

     (c)  assisting the Issuer in carrying out the investment and reinvestment
          of the moneys of the Issuer in accordance with applicable investment
          policies; and

     (d)  undertaking such other administrative services as may be required by
          the Issuer.

     If the Administrator or the Issuer deems it necessary or desirable, any of
the foregoing administrative services may be subcontracted by the Administrator.
Costs and expenses associated with such subcontracting incurred by the
Administrator shall be paid by the Issuer in accordance with Section 11 hereof.

     Section 8.   Exceptions. Notwithstanding anything to the contrary in this
Administration Agreement, the Administrator shall not be obligated to, and shall
not, (1) make any payments to the Holders of the Notes, (2) sell the Trust
Estate to unrelated third parties, or (3) take any other action that the Issuer
directs the Administrator not to take on its behalf.

     Section 9.   Employees; Offices. All services to be furnished by the
Administrator under this Administration Agreement may be furnished by an officer
or employee of the Administrator or any other person or agent designated or
retained by the Administrator.

     The Administrator agrees to provide office space, together with appropriate
materials and any necessary support personnel, for performing the day to day
business activities of the Issuer, all for the compensation provided in Section
11 hereof.

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     Section 10.  Non-Ministerial Matters. With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless within a reasonable time before the taking of
such action, the Administrator shall have notified the Issuer of the proposed
action and the Issuer shall not have withheld consent or provided an alternative
direction. For the purpose of the preceding sentence, "non-ministerial matters"
shall include:

     (a)  the amendment of or any supplement to the Indenture;

     (b)  the initiation of any claim or lawsuit by the Issuer and the
          compromise of any action, claim or lawsuit brought by or against the
          Issuer (other than in connection with the collection of the Student
          Loans);

     (c)  the amendment, change or modification of the Master Servicing
          Agreement;

     (d)  the appointment of successor Indenture Trustee pursuant to the
          Indenture or the appointment of successor administrators or successor
          servicers, or the consent to the assignment by the Indenture Trustee
          of its obligations under the Indenture; and

     (e)  the removal of the Indenture Trustee.

     Section 11.  Compensation. Subject to Section 4.03(c) of the Indenture, on
or before each Monthly Expense Payment Date, the Issuer shall pay to the
Administrator, as compensation for its services specified hereunder, a fee in
the amount of ____% (on a per annum basis) of the average principal balance of
the Financed Student Loans during the preceding calendar month. If at any time
the Issuer requests the Administrator to perform any additional services not
specified hereunder, the Issuer shall pay the Administrator such additional fees
in respect thereof as shall be agreed to by the Issuer and the Administrator.
The Issuer agrees to reimburse the Administrator for all reasonable expenses,
disbursements and advances incurred or made by the Administrator in connection
with the performance of this Administration Agreement, including, but not
limited to, the fees and expenses of subcontracting, any independent accountants
and outside counsel, which reimbursement shall relate to amounts incurred in a
calendar month and shall be payable by the Issuer to the Administrator on the
next succeeding Monthly Expense Payment Date.

     The Issuer and the Administrator agree that payments to the Administrator
shall be made out of the Distribution Account or the Collection Account.

     Section 12.  Representations and Warranties of the Issuer. The Issuer makes
the following representations:

     (a)  Creation. The Issuer is duly formed and validly existing with the
power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted.

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     (b)  Power and Authority. The Issuer has the power and authority to execute
and deliver this Administration Agreement and to carry out its terms, and the
execution, delivery and performance of this Administration Agreement have been
duly authorized by the Issuer by all necessary action.

     (c)  Binding Obligation. This Administration Agreement constitutes a legal,
valid and binding obligation of the Issuer enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization and similar
laws relating to creditors' rights generally and subject to general principles
of equity.

     (d)  No Proceedings. There are no proceedings or investigations pending
against the Issuer or, to its best knowledge, threatened against the Issuer,
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Issuer or its properties: (i)
asserting the invalidity of this Administration Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Administration Agreement or (iii) seeking any determination or ruling that could
reasonably be expected to have a material and adverse effect on the performance
by the Issuer of its obligations under, or the validity or enforceability of,
this Administration Agreement.

     (e)  All Consents. All authorizations, consents, orders or approvals of or
registrations or declarations with any court, regulatory body, administrative
agency or other governmental instrumentality required to be obtained, effected
or given by the Issuer in connection with the execution and delivery by the
Issuer of this Administration Agreement and the performance by the Issuer of the
transactions contemplated by this Administration Agreement have been duly
obtained, effected or given and are in full force and effect.

     Section 13.  Representations and Warranties of the Administrator. The
Administrator makes the following representations:

     (a)  Organization and Good Standing. The Administrator is duly organized
and validly existing and in good standing with the power and authority to own
its properties and to conduct its business as such properties are currently
owned and such business is presently conducted.

     (b)  Power and Authority. The Administrator has the power and authority to
execute and deliver this Administration Agreement and to carry out its terms,
and the execution, delivery and performance of this Administration Agreement
have been duly authorized by the Administrator by all necessary company action.

     (c)  Binding Obligation. This Administration Agreement constitutes a legal,
valid and binding obligation of the Administrator enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization and
similar laws relating to creditors' rights generally and subject to general
principles of equity.

     (d)  No Proceedings. There are no proceedings or investigations pending
against the Administrator or, to its best knowledge, threatened against the
Administrator, before any court,

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regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Administrator or its properties: (i) asserting the
invalidity of this Administration Agreement, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Administration
Agreement or (iii) seeking any determination or ruling that could reasonably be
expected to have a material and adverse effect on the performance by the
Administrator of its obligations under, or the validity or enforceability of,
this Administration Agreement.

     (e)  All Consents. All authorizations, consents, orders or approvals of or
registrations or declarations with any court, regulatory body, administrative
agency or other governmental instrumentality required to be obtained, effected
or given by the Administrator in connection with the execution and delivery by
the Administrator of this Administration Agreement and the performance by the
Administrator of the transactions contemplated by this Administration Agreement
have been duly obtained, effected or given and are in full force and effect.

     Section 14.  Term. Subject to the terms hereof, the Administrator may
resign at any time. The Administrator or the Issuer may terminate this
Administration Agreement upon at least 45 days' prior written notice to the
other party. Notwithstanding the foregoing, no resignation or termination shall
be effective until 45 days after written notice has been delivered to the
Indenture Trustee.

     Section 15.  Obligation to Supply Information. The Issuer shall prepare and
supply, or cause the other parties to the Indenture or the Master Servicing
Agreement to prepare and supply, the Administrator with such information
regarding the performance of the Indenture or the Master Servicing Agreement as
the Administrator may from time to time reasonably request in connection with
the performance of its obligations hereunder.

     Section 16.   Annual Statement as to Compliance. The Administrator will
deliver to the Issuer, the Indenture Trustee, the Trust Eligible Lender Trustee
and each Counterparty, on or before March 31 of each year, beginning with March
31, 20__, a certificate stating that (a) a review of the activities of the
Administrator 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 officer's knowledge, based on such
review, the Administrator 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.

     Section 17.  Annual Independent Public Accountant's Report. On or before
March 31 of each year, beginning March 31, 20__, the Administrator 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 the
Issuer, the Indenture Trustee, the Trust Eligible Lender Trustee and each
Counterparty to the effect that such accountant has examined certain documents
and records relating to the Administrator's performance (during the preceding
fiscal year) under this Agreement and that, on the basis of such examination,
the Administrator has complied with the terms of this Agreement, 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.

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     Section 18.  Liability of Administrator. The Administrator shall be liable
in accordance herewith only to the extent of the obligations specifically
undertaken by the Administrator under this Administration Agreement.

     The Administrator shall indemnify, defend and hold harmless the Issuer, and
all of the officers, directors, employees, trustees and agents of the Issuer,
from and against any and all costs, expenses, losses, claims, damages and
liabilities to the extent that any such cost, expense, loss, claim, damage or
liability arose out of, or was imposed upon the Issuer through, the gross
negligence, willful misfeasance or bad faith of the Administrator in the
performance of its duties under this Administration Agreement or by reason of
reckless disregard of its obligations and duties hereunder or thereunder. The
Issuer shall notify the Administrator promptly of any claim for which it may
seek indemnity. The Administrator shall defend the claim and the Administrator
shall not be liable for the legal fees and expenses of the Issuer after it has
assumed such defense.

     For purposes of this Section 18, in the event of the termination of the
rights and obligations of the Administrator (or any successor thereto pursuant
to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such
Administrator pursuant to this Administration Agreement, unless the Issuer
elects not to appoint a successor Administrator, such Administrator shall be
deemed to be the Administrator pending appointment of a successor Administrator
pursuant to Section 21 hereof.

     Indemnification under this Section 18 shall survive the termination of this
Administration Agreement and shall include reasonable fees and expenses of
counsel and expenses of litigation. If the Administrator has made any indemnity
payments pursuant to this Section 18 and the Issuer thereafter collects any of
such amounts from others, the Issuer promptly shall repay such amounts to the
Administrator, without interest.

     Neither the Administrator nor any of its directors, officers, employees or
agents shall be under any liability to the Issuer except as provided under this
Administration Agreement for any action taken or for refraining from the taking
of any action pursuant to this Administration Agreement or for errors in
judgment; provided that these provisions shall not protect the Administrator or
any such person against any liability that would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of reckless disregard of obligations and duties under this
Administration Agreement. The Administrator and any of its directors, officers,
employees or agents may rely in good faith on the advice of counsel or on any
document of any kind, prima facie properly executed and submitted by any person
respecting any matters arising hereunder.

     Except as provided in this Administration Agreement, the Administrator
shall not be under any obligation to appear in, prosecute or defend any legal
action that shall not be incidental to its duties hereunder and that in its
opinion may involve it in any expense or liability; provided that the
Administrator may undertake any reasonable action that it may deem necessary or
desirable in respect of this Administration Agreement, the Indenture, and the
other Issuer Documents and the rights and duties of the parties to this
Administration Agreement, the Indenture, and the other Issuer Documents and the
interests of the Holders of the Notes.

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     Section 19.  Merger or Consolidation of, or Assumption of the Obligations
of, the Administrator. Any person (a) into which the Administrator may be merged
or consolidated, (b) which may result from any merger or consolidation to which
the Administrator shall be a party or (c) which may succeed to the properties
and assets of the Administrator substantially as a whole, shall be the successor
to the Administrator hereunder without the execution or filing of any documents
or any further act by any of the parties to this Administration Agreement;
provided that the Administrator hereby covenants that, if the surviving
Administrator is other than ____________________. or an Affiliate, it will not
consummate any of the foregoing transactions except upon satisfaction of the
following: (i) the surviving Administrator executes an agreement of assumption
to perform every obligation of the Administrator under this Administration
Agreement, (ii) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 13 hereof has been breached
and no Administrator Default (as defined below), and no event that, after notice
or lapse of time, or both, would become an Administrator Default has occurred
and is continuing, (iii) the surviving Administrator has delivered to the
Indenture Trustee a certificate of an officer of the surviving Administrator and
an opinion of counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section 19 and that all
conditions precedent, if any, provided for in this Administration Agreement
relating to such transaction have been complied with, and (iv) such transaction
will not result in a material adverse Federal or state tax consequence to the
holders of Notes under the Indenture. Anything in this Section 19 to the
contrary notwithstanding, subject to the Rating Agency Condition, the
Administrator may at any time assign its rights, obligations and duties under
this Administration Agreement to an Affiliate.

     Section 20.  Administrator Default. The occurrence and continuance of any
one of the following events shall constitute an "Administrator Default":

     (a)  any failure by the Administrator to direct the Indenture Trustee to
make any distributions from the Accounts pursuant to Indenture, which failure
continues unremedied for a period of five days after the date on which written
notice of such failure has been given to the Administrator by the Issuer;

     (b)  any failure by the Administrator duly to observe or to perform in any
material respect any covenant or agreement of the Administrator set forth in
this Administration Agreement, which failure continues unremedied for a period
of 60 days after the date on which written notice of such failure has been given
to the Administrator by the Issuer;

     (c)  (i) having entered involuntarily against it an order for relief under
the federal bankruptcy laws or any similar state or federal law, (ii) not
paying, or admitting in writing its inability to pay, its debts generally as
they become due or suspending payment of its obligations, (iii) making an
assignment for the benefit of creditors, (iv) applying for, seeking, consenting
to, or acquiescing in, the appointment of a receiver, custodian, trustee,
conservator, liquidator or similar official for it or any substantial part of
its property, (v) instituting any proceeding seeking to have entered against it
an order for relief under the federal bankruptcy laws or any similar state or
federal law, to adjudicate it insolvent, or seeking dissolution, winding up,
liquidation, reorganization,

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arrangement, marshaling of assets, adjustment or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization, or relief of
debtors or failing to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (vi) failing to contest in
good faith any appointment or proceeding described in Section 20(d) hereof or
(vii) taking any action in furtherance of any of the foregoing purposes;

     (d)  the appointment of a custodian, receiver, trustee, conservator,
liquidator or similar official for the Administrator or any substantial part of
the property of the Administrator, or the institution of a proceeding described
in Section 20(c)(v) hereof against the Administrator, which appointment
continues undischarged or which proceeding continues undismissed or unstayed for
a period of 60 or more days; or

     (e)  any representation or warranty made by the Administrator in this
Agreement or in any other Basic Document shall prove to be untrue or incomplete
in any material respect.

     In the case of any Administrator Default, so long as such Administrator
Default has not been remedied, the Indenture Trustee, or the holders of Notes
evidencing not less than 25% of the Outstanding Amount of the Notes, may, by
written notice to the Administrator of such Administrator Default, terminate all
of the rights and obligations (other than the obligations set forth in Section
18 hereof) of the Administrator under this Administration Agreement with respect
to the Indenture. On or after the receipt by the Administrator of such written
notice, all authority and power of the Administrator under this Administration
Agreement shall, without further action, be carried out by the Indenture Trustee
or shall pass to and be vested in such successor Administrator as may be
appointed under Section 21 hereof; and, without limitation, the Indenture
Trustee is hereby authorized and empowered to execute and deliver, for the
benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination. The predecessor Administrator shall cooperate with the successor
Administrator, the Indenture Trustee, the Issuer, and the Trust Eligible Lender
Trustee in effecting the termination of the responsibilities and rights of the
predecessor Administrator under this Administration Agreement. All reasonable
costs and expenses (including attorneys' fees) incurred in connection with
amending this Administration Agreement to reflect such succession as
Administrator pursuant to this Section 20 shall be paid by the predecessor
Administrator upon presentation of reasonable documentation of such costs and
expenses.

     Section 21.  Appointment of Successor.

     (a)  Upon receipt by the Administrator of notice of termination pursuant to
Section 14 hereof, or the resignation by the Administrator in accordance with
the terms of this Administration Agreement, the predecessor Administrator shall
continue to perform its functions as Administrator under this Administration
Agreement, in the case of termination, only until the date specified in such
termination notice or, if no such date is specified in a notice of termination,
until receipt of such notice and, in the case of resignation, until the date a
successor Administrator is appointed. In the event of the termination or
resignation hereunder of the Administrator, all authority and power of the
Administrator under this Administration Agreement shall, without further action,
be

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carried out by the Indenture Trustee. If the Indenture Trustee is unwilling or
unable to act, it may appoint, or petition a court for the appointment of, a
successor Administrator whose regular business includes the servicing or
administration of Student Loans; provided, however, the Indenture Trustee shall
continue to act as Administrator until a successor Administrator has been so
appointed. Any such successor Administrator shall accept its appointment by a
written assumption.

     (b)  Upon appointment, the successor Administrator shall be the successor
in all respects to the predecessor Administrator and shall be subject to all of
the responsibilities, duties and liabilities placed on the predecessor
Administrator that arise thereafter or are related thereto and shall be entitled
to payment of compensation in accordance with the terms of this Administration
Agreement, or such other terms as are agreed to by the Indenture Trustee, and
all of the rights granted to the predecessor Administrator by the terms and
provisions of this Administration Agreement.

     Section 22.  Reliance on Information Obtained from Third Parties. The
Issuer recognizes that the accuracy and completeness of the records maintained
and the information supplied by the Administrator hereunder is dependent upon
the accuracy and completeness of the information obtained by the Administrator
from the parties to the Indenture and the other Issuer Documents and other
sources and the Administrator shall not be responsible for any inaccuracy in the
information so obtained or for any inaccuracy in the records maintained by the
Administrator hereunder which may result therefrom.

     Section 23.  Notices. All notices, demands, instructions and other
communications required or permitted to be given to or made upon either party
hereto shall be in writing (including by facsimile transmission) and shall be
personally delivered or sent by guaranteed overnight delivery or by facsimile
transmission (to be followed by personal or guaranteed overnight delivery) and
shall be deemed to be given for purposes of this Administration Agreement on the
date that such writing is received by the intended recipient thereof in
accordance with the provisions of this Section 23. Unless otherwise specified in
a notice sent or delivered in accordance with the foregoing provisions of this
Section 23, notices, demands, instructions and other communications in writing
shall be given to or made upon the respective parties thereto at their
respective addresses as follows:

           The Issuer:
                             [EDUCATION FUNDING CAPITAL TRUST-__]
                             ______________________________
                             ______________________________
                             ______________________________
                             ______________________________
                             Attention:  __________________
                             Telephone:    ________________
                             Facsimile:    ________________

           The Administrator:

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

     Section 24.  Amendment. This Administration Agreement may be amended in
writing by the Administrator and the Issuer. Promptly after the execution of any
such amendment, the Administrator shall furnish written notification of the
substance of such amendment to the Indenture Trustee.

     Section 25.  Assignment. Except as provided in Section 19 hereof or as
contemplated by the Indenture, this Administration Agreement may not be assigned
by either party hereto without the prior written consent of the other party;
provided, however, so long as Education Lending Services, Inc. is the
Administrator, subject to the Rating Agency Condition, the Administrator may
assign its duties and obligations to an Affiliate.

     Section 26.  Independence of Administrator. For all purposes of this
Administration Agreement, the Administrator shall be an independent contractor.
Unless expressly authorized by the Issuer, the Administrator shall have no
authority to act for or represent the Issuer in any way and shall not otherwise
be deemed an agent of the Issuer.

     Section 27.  No Joint Venture. Nothing contained in this Administration
Agreement shall constitute the Issuer and the Administrator as members of any
partnership, joint venture, association, syndicate, unincorporated business or
other separate entity or shall be deemed to confer on either of them any
express, implied or apparent authority to incur any obligation or liability on
behalf of the other.

     Section 28.  Other Activities of Administrator. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other business or,
in its sole discretion, from acting in a similar capacity as an administrator
for any other Person even though such Person may engage in business activities
similar to those of the Issuer.

     Section 29.  No Petition. The Administrator covenants and agrees that,
notwithstanding the termination of this Administration Agreement, the
Administrator will not institute against, or join in instituting against the
Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding, or other proceeding under any federal or state bankruptcy or similar
law ordering the winding up or liquidation of the Issuer's affairs or appointing
a receiver, liquidator, trustee, or other similar official, of the Issuer or any
substantial part of its property, for one year and a day after the termination
of this Administration Agreement. This Section 29 shall survive the termination
of this Administration Agreement.

     Section 30.  Governing Law. This Administration Agreement shall be governed
by and construed in accordance with the laws of the State of Ohio, without
regard to its conflict of law provisions.

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     Section 31.  Entire Agreement. This Administration Agreement constitutes
the entire agreement between the parties hereto with respect to the matters
covered hereby and supersedes all prior agreements and understandings between
the parties.

     Section 32.  Successors; Counterparts.

     (a)  This Administration Agreement shall be binding upon, inure to the
benefit of and be enforceable by the respective successors and assigns of each
of the Issuer and the Administrator.

     (b)  This Administration Agreement may be executed in several counterparts,
each of which shall be deemed an original hereof and all of which taken together
shall constitute one and the same instrument.

     Section 33.  Third Party Beneficiaries. Each of the Owner Trustee and the
Co-Owner Trustee shall be deemed a third party beneficiary of this
Administration Agreement.

     Section 34.  Captions. The captions in this Administration Agreement are
for convenience of reference only and shall not define or limit any of the terms
or provisions hereof.

  [Remainder of page intentionally left blank - signatures begin on next page]

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     IN WITNESS WHEREOF, the parties hereto have caused this Administration
Agreement to be executed as of the day and year first above written.

                                  [Education Funding Capital
                                    Trust-__] By
                                    ______________, not in
                                    its individual capacity,
                                    but solely as Co-Owner
                                    Trustee, on behalf of the
                                    Issuer


                                    By: _____________________________________
                                    Name:
                                    Title:


                                  Education Lending Services, Inc.,
                                    as Administrator


                                  By: ______________________________________
                                  Name:
                                  Title:


         __________________, as the Indenture Trustee under the Indenture,
hereby agrees to take such actions and execute such documents as may be
reasonably requested by the Administrator in order for the Administrator to
provide the services and perform its duties and responsibilities under the
foregoing Administration Agreement.

                                  _____________________,
                                   as Indenture Trustee


                                  By: ______________________________________
                                  Name:
                                  Title: