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                                                                  EXECUTION COPY

                                  EXHIBIT 10.15

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between J.
Barry Morrow (the "Executive"), and Collegiate Funding Services, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Company").

WHEREAS, Executive is currently employed as Chief Executive Officer and Vice
President of the Company pursuant to an employment agreement, dated May 17,
2002, between Executive and CFS Holdings Corp., a predecessor to the Company
(the "Prior Agreement"); and

WHEREAS, in recognition of Executive's contributions to the success and
accomplishments of the Company, the Company wishes to continue Executive's
employment and obtain his commitment to serve as Chief Executive Officer of the
Company under the terms of a new agreement relating to such employment; and

WHEREAS the Company and Executive agree to enter into such new employment
agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, and intending to be legally bound, the parties, subject to the
terms and conditions set forth herein, agree as follows:

1.    EMPLOYMENT AND TERM.

(a)   Executive hereby agrees to be employed by the Company as Chief Executive
      Officer, and the Company hereby agrees to employ Executive in such
      capacity. Executive shall also serve as a member of the Company's Board of
      Directors (the "Board"). To the extent required by law, Executive's
      employment under this Agreement shall be maintained through the primary
      subsidiary of the Company, Collegiate Funding Services, L.L.C. ("CFS"), or
      another wholly owned subsidiary of the Company used to employ Company
      executives, and in such case any reference in this Agreement to employment
      or termination of employment with the Company shall be deemed to include
      employment or termination of employment with CFS or such other subsidiary.

(b)   The period of Executive's employment under this Agreement (the "Term")
      shall begin on June 30, 2004 (the "Effective Date") and end on the third
      anniversary of the Effective Date, unless sooner terminated in accordance
      with Section 13 hereof or extended pursuant to (c), below.

(c)   The Term shall automatically be extended for an additional one-year period
      each June 30, beginning June 30, 2007, unless either Executive or the
      Company delivers written notice to the other party, not later than 120
      days before the end of the Term (including extensions) of such party's
      election that the Term not be extended.

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(d)   As of the Effective Date, this Agreement shall supersede and take the
      place of any and all other agreements between Executive and the Company or
      CFS that govern the terms and conditions of Executive's employment,
      including the Prior Agreement.

(e)   During the Term, Executive will devote Executive's full business time,
      attention, skill and best efforts to the performance of Executive's duties
      hereunder and will not engage in any other business, profession or
      occupation for compensation or otherwise which would conflict or interfere
      with the rendition of such services either directly or indirectly, without
      the prior written consent of the Board; provided, that, nothing herein
      shall preclude Executive, subject to the prior approval of the Board, from
      accepting appointment to or continuing to serve on any board of directors
      or trustees of any business corporation or any charitable organization;
      provided, in each case, and in the aggregate, that such activities do not
      conflict or interfere with the performance of Executive's duties hereunder
      or conflict with Section 12 of this Agreement.

2.    BASE SALARY.

(a)   The Company shall pay Executive an annual salary at the rate of four
      hundred fifty thousand dollars ($450,000.00), which shall be inclusive of
      all applicable income, Social Security and other taxes and charges which
      are required by law or requested to be withheld by Executive and which
      shall be withheld and paid in accordance with Company's normal payroll
      practice for its similarly situated executives as in effect from time to
      time.

(b)   The Compensation and Personnel Committee of the Board (the "Compensation
      Committee") shall review Executive's base salary annually during the Term.

(c)   Executive's annual base salary, as in effect from time to time, is
      hereinafter referred to as the "Base Salary."

3.    STOCK OWNERSHIP. Executive agrees to comply with the Company's stock
ownership guidelines as may be established from time to time by the Board in
consultation with Executive, which guidelines shall establish (i) the
appropriate level of equity ownership expressed as a multiple of Base Salary and
(ii) a target number of years within which such level of equity ownership is to
be attained. In computing whether the annual and overall guidelines have been
met, all shares of Class B common stock of the Company, or, to the extent such
class becomes common stock on or after the date of the closing of the first sale
to the general public pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933 (an "Initial Public Offering"), such common stock (in
either case, the "Common Stock"), held by Executive and all stock options to
purchase Common Stock ("Stock Options") and restricted shares of Common Stock
("Restricted Shares") granted to Executive shall be counted.

4.    IPO SUCCESS BONUS. If the Company completes an Initial Public Offering,
then the Company shall pay Executive a success bonus of seven hundred fifty
thousand dollars ($750,000.00). This success bonus will be treated as income,
and the Company shall withhold

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all such taxes as required from the success bonus. Notwithstanding the
foregoing, the Company may pay the success bonus in the form of a stock and cash
grant to Executive such that his after-tax position remains the same. Any shares
of Common Stock that are issued to Executive pursuant to this Section 4 may not
be sold by Executive during the one-year period following the completion of the
Initial Public Offering, other than with the express written consent of the
Board. Executive understands and agrees that the certificate (or certificates)
representing such shares of Common Stock shall bear a legend noted conspicuously
on such certificate in substantially the following form. "THE SHARES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT,
PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE
EMPLOYMENT AGREEMENT, DATED AS OF JUNE 30, 2004, BY AND BETWEEN COLLEGIATE
FUNDING SERVICES, INC. (THE "COMPANY") AND BARRY MORROW, A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY AND WHICH, AMONG OTHER
MATTERS, PLACES RESTRICTIONS ON THE SALE OF SUCH SHARES. THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE
PROVISIONS OF SUCH AGREEMENT."

5.    ANNUAL INCENTIVE COMPENSATION.

(a)   With respect to each full fiscal year during the Term, Executive shall
      have an annual cash incentive opportunity (the "Incentive"), based upon
      the achievement of performance criteria established by the Compensation
      Committee at the beginning of each such fiscal year. The final amount of
      the Incentive will be determined by the Compensation Committee in its
      discretion.

(b)   At the discretion of the Compensation Committee, a portion, not to exceed
      fifty percent (50%), of the Incentive may be paid in shares of Common
      Stock or in Restricted Shares. To the extent the Incentive is paid in
      Restricted Shares, such Restricted Shares shall be issued from shares of
      Common Stock reserved under the Company's 2002 Stock Incentive Plan, as
      revised. The restrictions with respect to such Restricted Shares shall
      lapse ratably over a period of three (3) years from the date of issuance.

6.    STOCK OPTIONS/RESTRICTED SHARES.

(a)   If the Company completes an Initial Public Offering, on the date of such
      offering, Executive shall be granted a number of Restricted Shares in an
      amount up to 0.39% of the fully diluted outstanding shares of Common Stock
      measured at the time of the Initial Public Offering (the "IPO Restricted
      Shares") and Stock Options to purchase up to 0.90% of the fully diluted
      outstanding shares of Common Stock, measured as of the time of the Initial
      Public Offering (the "IPO Options").

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(b)   Any IPO Options and IPO Restricted Shares shall count towards any stock
      ownership requirement applicable to Executive under this or any other
      agreement between Executive and the Company.

(c)   The exercise price of the IPO Options will equal the per share offering
      price of the shares of Common Stock offered to the public in the Initial
      Public Offering. The IPO Options will vest and all restrictions on the IPO
      Restricted Shares will lapse with respect to 25% of the shares covered by
      the IPO Options and the IPO Restricted Shares on the first anniversary of
      the date of grant and on each of the immediately following three
      anniversaries. The IPO Options and the IPO Restricted Shares shall be
      subject to the terms and conditions of the Company's 2002 Stock Incentive
      Plan, as revised, and an individual Award Agreement between Executive and
      the Company entered into at the time of grant.

7.    REPAYMENT OF LOAN. In the event of an Initial Public Offering, Executive
      will repay the outstanding loan from the Company, per the loan agreement
      dated May 17, 2002. If an Initial Public Offering is not completed during
      the Term, the loan will be payable as originally scheduled.

8.    EXISTING STOCK OPTIONS. Of the Stock Options granted to Executive in May
      2002 under the Company's 2002 Stock Incentive Plan which are not vested or
      exercisable as of the Effective Date, fifty percent (50%) of such Stock
      Options will become vested and exercisable on the Effective Date, and all
      remaining Stock Options shall become fully vested and exercisable on the
      first anniversary of the Effective Date. All unvested Stock Options
      discussed in this Section 8 are subject to the acceleration provisions
      contained within this Agreement.

9.    PENSION PLANS; SERP

(a)   Executive shall be entitled to participate in any tax-qualified retirement
      plans maintained by or contributed to by the Company for the benefit of
      its senior executives (Chief Executive Officer level), (collectively
      "Qualified Plans"), including without limitation, the CFS 401K Retirement
      Plan (the "401(k) Plan"), in accordance with the terms of the Qualified
      Plans as they may be amended from time to time as provided by the
      Qualified Plans.

(b)   Executive shall also be eligible to participate in the Company's
      Supplemental Employee Retirement Plan (the "SERP"). Under the terms of the
      SERP, with respect to each calendar year during the Term, Executive may
      make a pre-tax deferral contribution to the SERP (provided that Executive
      has made the maximum permissible elective contribution to the 401(k) Plan)
      in an amount not to exceed $50,000, when added to such maximum permissible
      elective contribution to the 401(k) Plan. The Company shall match
      contributions made by Executive to the SERP, in cash or Common Stock, in
      an amount equal to one hundred percent (100%) of Executive's contribution
      to the SERP. The Company's matching contribution shall vest ratably in
      equal installments over a three (3) year period.

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10.   MEDICAL INSURANCE AND OTHER BENEFITS. During the Term, Executive shall be
entitled to the following benefits:

(a)   Executive shall be entitled to participate in any medical and dental
      insurance plans generally available to the senior management of the
      Company, as such plans may be in effect from time to time.

(b)   Executive shall be entitled to receive or participate in such further
      savings, deferred compensation, life insurance, health or welfare benefit
      plans offered to the Company's senior management generally, in accordance
      with the terms of such plans as they may be amended from time to time in
      the discretion of the Company.

(c)   The Company agrees to reimburse Executive for all reasonable, ordinary and
      necessary business expenses incurred by Executive in performing his duties
      pursuant to this Agreement, in accordance with Company's reimbursement
      policies generally applicable to management personnel.

(d)   Executive shall be entitled to receive a ten thousand dollar ($10,000)
      annual allowance for tax preparation, planning and advice.

(e)   Executive shall be entitled to paid time off as provided under the terms
      of the Company's paid time off policy.

11.   NONDISCLOSURE OF PROPRIETARY AND CONFIDENTIAL INFORMATION.

(a)   Executive and Company acknowledge that Executive will, in the course of
      his employment, come into possession of confidential, proprietary business
      and technical information, and trade secrets of Company and its
      Affiliates, as defined in Section 11 (a) (the "Proprietary Information").
      Proprietary Information includes, but is not limited to, the following:

      (i)   Business Procedures, Financial Information, Accounting Information,
            Credit Information. All information concerning or relating to the
            way the Company and its Affiliates conduct their business, which is
            not generally known to the public or within the industry or trade in
            which the Company or its Affiliates compete (such as Company
            contracts, internal business procedures, controls, plans, licensing
            techniques and practices, supplier, subcontractor and prime
            contractor names and contacts and other vendor information, computer
            system passwords and other computer security controls, financial
            information, distributor information, and employee data) and the
            physical embodiments of such information (such as check lists,
            samples, service and operational manuals, contracts, proposals,
            printouts, correspondence, forms, listings, ledgers, financial
            statements, financial reports, financial and operational analyses,
            financial and operational studies, management reports of every kind,
            databases, employment or personnel records, and any other

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            written or machine-readable expression of such information as are
            filed in any tangible media).

      (ii)  Marketing Plans and Customer Lists. All information not generally
            known to the public or within the industry or trade in which the
            Company or its Affiliates compete pertaining to Company's and its
            Affiliates' marketing plans and strategies; forecasts and
            projections; marketing practices, procedures and policies; goals and
            objectives; quoting practices, procedures and policies; and customer
            data including the customer list, contracts, representatives,
            requirements and needs, specifications, data provided by or about
            prospective customers, and the physical embodiments of such
            information.

      (iii) Business Ventures. All information not generally known to the public
            or within the industry or trade in which the Company or its
            Affiliates operate concerning new product development, negotiations
            for new business ventures, future business plans, and similar
            information and the physical embodiments of such information.

      (iv)  Software. All information relating to the Company's and its
            Affiliates' software or hardware in operation or various stages of
            research and development, which are not generally known to the
            public or within the industry or trade in which the Company or its
            Affiliates compete and the physical embodiments of such information.

      (v)   Litigation. Information which is not a public record and is not
            generally known to the public or within the industry or trade in
            which the Company or its Affiliates compete regarding litigation and
            potential litigation matters and the physical embodiments of such
            information.

      (vi)  Policy Information. Information not of a public nature regarding the
            policies and positions that have been or will be advocated by the
            Company and its Affiliates with government officials, the views of
            government officials toward such policies and positions, and the
            status of any communications that the Company or its Affiliates may
            have with any government officials.

      (vii) Information Not Generally Known. Any information which (a) is not
            generally known to the public or within the industry or trade in
            which the Company or its Affiliates compete and (b) (1) gives the
            Company or its Affiliates an advantage over its or their competitors
            or (2) has significant economic value or potentially significant
            economic value to the Company or its Affiliates, including the
            physical embodiments of such information.

(b)   Executive acknowledges that the Proprietary Information is a valuable and
      unique asset of the Company and its Affiliates. Executive agrees that he
      will not, at any time during his employment or after the termination of
      his employment with the Company, without the prior written consent of the
      Company or its Affiliates, as applicable, either directly or

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      indirectly divulge any Proprietary Information for his own benefit or for
      any purpose other than the exclusive benefit of the Company and/or its
      Affiliates.

12.   AGREEMENT NOT TO COMPETE.

(a)   Executive acknowledges and agrees that the Company is engaged in a highly
      competitive business and that by virtue of Executive's position and
      responsibilities with the Company and access to the Proprietary
      Information, engaging in any business which is competitive with the
      Company's Business (as defined below) will cause the Company great and
      irreparable harm.

(b)   Executive covenants and agrees that at all times during the Term, and
      during the period beginning on the date of termination of his employment
      (whether such termination is voluntary or involuntary) and ending two (2)
      years following his date of termination (the "Restricted Period"), he
      shall not, either directly or indirectly through one or more
      intermediaries:

      (i)   work or serve as a director, officer, employee, consultant, agent,
            representative, or in any other capacity, with or without
            compensation, on behalf of any Prohibited Entity;

      (ii)  interfere with the Company's relations with any person or entity who
            is a client or customer of the Company;

      (iii) solicit any employees, customers or business partners of the
            Company, induce any customer or business partner of the Company to
            breach a contract with the Company or any principal for whom the
            Company acts as agent to terminate such agency relationship; or

      (iv)  make statements about the Company or its employees, officers or
            directors reasonably determined by the Company to be disparaging.

(c)   For purposes of this Agreement:

      (i)   The term "Entity" shall mean a business entity of any type, whether
            or not incorporated.

      (ii)  A "Prohibited Entity" is any Entity that is primarily engaged in the
            Company's Business in the United States, Canada or any other country
            where Company (including any Affiliate) either engages in the
            Company's Business at the time of Executive's termination or where
            Company, at the time of Executive's termination, has developed a
            business plan or taken affirmative steps to engage in the Company's
            Business;

      (iii) The Company's "Business" shall include any business activity or line
            of business similar to the type of education finance business
            conducted by Company, CFS,

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            and/or their Affiliates at the time of Executive's termination of
            employment or which Company, CFS and/or their Affiliates at the time
            of Executive's termination of employment has developed a business
            plan or has taken affirmative steps to engage in such business
            activity or line of business.

      (iv)  An Entity is primarily engaged in the Company's Business if more
            than fifty (50%) of the revenues generated by the Entity are
            generated by such Business. For this purpose, each parent,
            subsidiary or other affiliate shall be deemed to be a separate
            Entity

      (v)   The term "Affiliate" shall be deemed to refer to the Company, and
            any entity (whether or not existing on the date hereof) controlling,
            controlled by or under common control with the Company.

(d)   Given his role as Chief Executive Officer, Executive expressly agrees that
      the markets served by the Company, CFS and their Affiliates extend
      nationally and to Canada and are not dependent on the geographic location
      of the executive personnel or the businesses by which they are employed
      and that the restrictions set forth in this Section 12 are reasonable and
      are no greater than are required for the protection of the Company, CFS
      and its Affiliates.

(e)   In the event the Company reasonably determines that Executive has violated
      any provision of this Section 12, and Executive has not cured such
      violation within five (5) days of the date of receipt of written notice
      thereof by Executive, then:

      (i)   Executive shall be terminated for Cause (as defined in Section
            13.4);

      (ii)  Executive will repay to Company any after tax profits realized from
            the exercise of Stock Options since the earlier of one year prior to
            the date of such violation and the termination of Executive's
            employment with the Company (whichever date occurred the longest
            period of time before the date of any such option exercise); and

      (iii) the Company may discontinue any or all remaining benefits payable to
            Executive by virtue of his termination of employment.

      Such termination of employment or discontinuance of benefits shall be in
      addition to and shall not limit in any way any and all other rights and
      remedies that the Company may have against Executive.

13.   TERMINATION OF EMPLOYMENT.

(a)   In addition to the expiration or nonrenewal of the Term, Executive's
      employment hereunder may be terminated during the Term upon the occurrence
      of any one of the events described in this Section 13. Except for
      termination of the Agreement due to the death of Executive or by Executive
      without Good Reason (as defined in Section 13.1 and

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      13.4), all termination decisions by the Company shall require Board
      action. Upon termination, Executive shall be entitled only to such
      compensation and benefits as described in this Section 13.

13.1  DEATH; TOTAL DISABILITY.

(a)   Executive's employment shall terminate upon Executive's death. The Company
      may terminate Executive's employment upon his becoming "Totally Disabled."
      For purposes of this Agreement, Executive shall be "Totally Disabled" if
      Executive is physically or mentally incapacitated so as to render
      Executive incapable of performing the essential functions of his position
      with or without reasonable accommodation, for a period of more than 180
      days. Executive's receipt of disability benefits under the Company's
      long-term disability benefits plan or receipt of Social Security
      disability benefits shall be deemed conclusive evidence that Executive is
      Totally Disabled for purpose of this Agreement. In the absence of
      Executive's receipt of such long-term disability benefits or Social
      Security benefits, the determination of whether Executive is Totally
      Disabled will be made by a personal physician selected by Executive (or
      his legal representative) and approved by the Compensation Committee. The
      determination of such personal physician shall be final and binding,
      unless it is determined to have been arbitrary and capricious.

(b)   Upon termination of the employment of Executive due to death or Total
      Disability during the Term, Executive (or Executive's executors, legal
      representatives or administrators, as applicable) will be entitled to
      receive the following payments and benefits:

      (i)   Accrued but unpaid Base Salary through the date of termination;

      (ii)  Reimbursement for any unreimbursed business expenses and such
            employee benefits, if any, that Executive may be entitled to under
            the employee benefit plans of the Company (excluding any severance
            plans), including amounts with respect to any accrued paid time off
            that has not been paid;

      (iii) Within thirty (30) days of termination of employment, a lump sum
            payment in an amount equal to Base Salary (as in effect on the date
            of termination); and

      (iv)  A pro rata portion of the Incentive, if any, that Executive would
            have been entitled to receive pursuant to Section 5 hereof in the
            year of Executive's death or Total Disability (i) based upon the
            percentage of the fiscal year that shall have elapsed through the
            date of Executive's termination of employment and (ii) to the extent
            payment of the Incentive is based upon individual performance
            criteria, based upon the actual performance of Executive during the
            portion of such fiscal year that Executive was employed by the
            Company prior to such death or Total Disability, payable when such
            Incentive would have otherwise been payable had Executive's
            employment not terminated.

(c)   All Stock Options and/or Restricted Shares held by the Executive shall
      fully vest and, as applicable, be exercisable immediately, and all
      restrictions on Restricted Shares shall

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      lapse. Unless otherwise provided by the Company in its sole discretion,
      Executive (or Executive's executors, legal representatives or
      administrators, as applicable) shall be required to exercise all vested
      Stock Options held by him as of the date of termination within one hundred
      and twenty (120) days of the date of termination. Any Stock Options not
      exercised within such 120-day period shall expire. Notwithstanding the
      foregoing, in no event shall the Stock Options be exercised later than the
      expiration date set forth in the option notice and stock option award
      agreement.

(d)   For a period beginning on the date of termination, and ending twelve (12)
      months after such date, Executive, as applicable, and his eligible
      dependents shall be entitled to continue to participate in the Company's
      group life, medical and dental plans on the same basis as immediately
      prior to termination. The Company shall pay the entire cost of such
      coverage, including any employee cost-sharing provisions, if any. To the
      extent the terms and conditions of the aforesaid plans do not permit
      participation by Executive and his eligible dependents, Company shall
      arrange to provide Executive, as applicable, and his eligible dependents
      with the same level of coverage under individual policies. Executive shall
      cease to be covered under the foregoing medical and/or dental insurance
      plans if he obtains other coverage under other medical, dental and/or
      vision insurance plans. After expiration of the twelve-month period, if
      Executive has not obtained any other medical, dental and/of vision plans,
      the Company shall offer coverage under COBRA to the maximum allowed and
      Executive shall be responsible for all costs thereof.

13.2. TERMINATION BY COMPANY WITHOUT CAUSE; TERMINATION BY EXECUTIVE FOR GOOD
      REASON.

(a)   Termination By Company Without Cause. The Company may terminate
      Executive's employment hereunder at any time for any reason other than
      Cause (as defined in Section 13.4) or Total Disability upon written notice
      to Executive ("Termination Without Cause).

(b)   Termination By Executive For Good Reason. Executive may terminate his
      employment hereunder at any time for Good Reason upon prior written notice
      at any time during the Term. For purposes of this Agreement, "Good Reason"
      shall mean:

      (i)   Subject to the provisions of Section 2(b) of this Agreement, a
            reduction by the Company in Executive's Base Salary of more than ten
            percent (10%) unless such reduction is part of an overall corporate
            restructuring or cost reduction plan;

      (ii)  The change of Executive's principal place of employment to a
            location more than seventy-five (75) miles from such principal place
            of employment; or

      (iii) A material diminution of the Executive's responsibilities.

For purposes of this Agreement, Good Reason shall not include notice to
Executive of the non-renewal of the Term in accordance with Section 1(c).

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(c)   In the event of a Termination Without Cause, or a Termination For Good
      Reason during the term of this Agreement, Executive shall be entitled to
      receive the following payments and benefits:

      (i)   Accrued but unpaid Base Salary through the date of termination;

      (ii)  Reimbursement for any unreimbursed business expenses and such
            employee benefits, if any, that Executive may be entitled to under
            the employee benefit plans of the Company (excluding any severance
            plans), including amounts with respect to any accrued paid time off
            that has not been paid;

      (iii) Within thirty (30) days following the date of termination, a lump
            sum payment in an amount equal to the following:

            (A)   One hundred and fifty percent (150%) of Base Salary in effect
                  on the date of termination; plus

            (B)   One hundred and fifty percent (150%) of Executive's average
                  annual Incentive (the "Average Incentive"). For purposes of
                  determining the Average Incentive, the average of the
                  Incentive earned by Executive with respect to the two (2)
                  completed years immediately prior to his termination shall be
                  used. If the number of completed years beginning on and after
                  the Effective Date is less than two (2), the Average Incentive
                  shall be the Incentive, if any, earned with respect to the
                  first year of Executive's employment; and

      (iv)  For a period beginning on the date of termination, and ending
            eighteen (18) months after such date, Executive and his eligible
            dependents shall be entitled to continue to participate in the
            Company's group life, medical and dental plans on the same basis as
            immediately prior to termination. The Company shall pay the entire
            cost of such coverage, including any employee cost-sharing
            provisions, if any. To the extent the terms and conditions of the
            aforesaid plans do not permit participation by Executive and his
            eligible dependents, Company shall arrange to provide Executive and
            his eligible dependents with the same level of coverage under
            individual policies. Executive shall cease to be covered under the
            foregoing medical and/or dental insurance plans if he obtains other
            coverage under other medical, dental and/or vision insurance plans.
            After expiration of the twelve-month period, if Executive has not
            obtained any other medical, dental and/or vision plans, the Company
            shall offer coverage under COBRA to the maximum allowed and
            Executive shall be responsible for all costs thereof.

(d)   The Executive shall not be required to mitigate the amount of any payment
      or benefit contemplated by this section, nor shall any such payment or
      benefit be reduced by any earnings or benefits that Executive may receive
      from any other source.

(e)   Executive shall be required to exercise all vested Stock Options held by
      him as of the date of termination within one hundred and twenty (120) days
      of the date of termination.

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      Any vested Stock Options not exercised within such 120-day period shall
      expire. Notwithstanding the foregoing, in no event shall the Stock Options
      be exercised later than the expiration date set forth in the option notice
      and stock option award agreement. All unvested Stock Options held by
      Executive as of the date of termination will expire and be forfeited, and
      all unvested IPO Restricted Shares shall be forfeited, as of the date of
      termination.

(f)   In the event of a termination under this Section 13.2 following an Initial
      Public Offering, all restrictions on Restricted Shares held by Executive
      at such time, other than the IPO Restricted Shares, shall lapse.

13.3  CHANGE IN CONTROL.

(a)   For purposes of this Agreement, "Change in Control" shall mean an
      occurrence of one or more of the following events:

      (i)   an acquisition (other than directly from the Company) of any voting
            securities of the Company (the "Voting Securities") by any "person"
            or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of
            the Securities Exchange Act of 1934) other than an employee benefit
            plan of the Company, immediately after which such person or group
            has "Beneficial Ownership" (within the meaning of Rule 13d-3 under
            the Exchange Act) of more than fifty (50%) percent (or a lesser
            percentage should the acquisition of any percentage of voting stock
            of the Company, by any person or group constitute control of or
            power to control the management and policies of the Company) of the
            combined voting power of combined voting power of the then
            outstanding voting securities of CFS or the Company, or

      (ii)  a sale of all or substantially all of the assets of Company.

(b)   In the event that the Company terminates Executive's employment hereunder
      without Cause or Executive resigns for Good Reason during the term of this
      Agreement and within twelve months following a Change in Control,
      Executive shall be entitled to receive the following payments and
      benefits:

      (i)   Accrued but unpaid Base Salary through the date of termination;

      (ii)  Reimbursement for any unreimbursed business expenses and such
            employee benefits, if any, that Executive may be entitled to under
            the employee benefit plans of the Company (excluding any severance
            plans), including amounts with respect to any accrued paid time off
            that has not been paid;

      (iii) Within thirty (30) days following the date of termination, a lump
            sum payment in an amount equal to the following:

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            (A)   Two hundred percent (200%) of Base Salary in effect on the
                  date of termination; plus

            (B)   Two hundred percent (200%) of the Average Incentive; and

      (iv)  For a period beginning on the date of termination, and ending
            twenty-four (24) months after such date, Executive and his eligible
            dependents shall be entitled to continue to participate in the
            Company's group life, medical and dental plans on the same basis as
            immediately prior to termination. The Company shall pay the entire
            cost of such coverage, including any employee cost-sharing
            provisions, if any. To the extent the terms and conditions of the
            aforesaid plans do not permit participation by Executive and his
            eligible dependents, Company shall arrange to provide Executive and
            his eligible dependents with the same level of coverage under
            individual policies. Executive shall cease to be covered under the
            foregoing medical and/or dental insurance plans if he obtains other
            coverage under other medical, dental and/or vision insurance plans.
            After expiration of the twenty-four month period, if Executive has
            not obtained any other medical, dental and/or vision plans, the
            Company shall offer coverage under COBRA to the maximum allowed and
            Executive shall be responsible for all costs thereof.

(d)   Executive shall not be required to mitigate the amount of any payment or
      benefit contemplated by this section, nor shall any such payment or
      benefit be reduced by any earnings or benefits that Executive may receive
      from any other source.

(e)   All Stock Options and/or Restricted Shares held by Executive shall fully
      vest and, as applicable, be exercisable immediately, and all restrictions
      on Restricted Shares shall lapse. Unless otherwise provided by the Company
      in its sole discretion, Executive (or Executive's executors, legal
      representatives or administrators, as applicable) shall be required to
      exercise all vested Stock Options held by him as of the date of
      termination within one hundred and twenty (120) days of the date of
      termination. Any Stock Options not exercised within such 120-day period
      shall expire. Notwithstanding the foregoing, in no event shall the Stock
      Options be exercised later than the expiration date set forth in the
      option notice and stock option award agreement.

13.4  TERMINATION FOR CAUSE; TERMINATION BY EXECUTIVE WITHOUT GOOD REASON.

(a)   Termination for Cause. The Company may terminate the employment of
      Executive for Cause upon prior written notice at any time during the Term.

      (i)   For purposes of this Agreement, "Cause" shall mean:

            (A)   Executive's willful and continuing failure, that is not
                  remedied within twenty days after receipt of written notice of
                  such failure from the Company, to either (x) perform his
                  obligations hereunder, or (y) follow the Company's Code of
                  Business Conduct

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<PAGE>

            (B)   Executive's indictment for embezzlement, fraud or felony under
                  the laws of the United States or any state thereof;

            (C)   Executive's breach of fiduciary responsibility;

            (D)   an act of dishonesty by Executive which is materially
                  injurious to the Company;

            (E)   Executive's willful misconduct in connection with his duties;

            (F)   Executive's breach of the confidentiality, non-competition
                  and/or non-solicitation provisions of Sections 11 and 12 of
                  this Agreement; or

            (G)   any material infraction by Executive of any federal securities
                  laws or the rules and regulations promulgated by the SEC
                  thereunder.

      (ii)  Regardless of whether Executive's employment was initially
            considered to be terminated for any reason other than Cause,
            Executive's employment will be considered to have been terminated
            for Cause for purposes of this Agreement if the Board subsequently
            determines that Executive engaged in conduct constituting Cause.

      (iii) Any determination of Cause under this Agreement shall be made by
            resolution adopted by unanimous vote of the Board at a meeting
            called and held for that purpose. Executive shall be provided with
            reasonable notice of such meeting and shall be given the opportunity
            to be heard prior to the vote being taken by the Board.

(b)   Termination By Executive Without Good Reason. Executive may terminate his
      employment hereunder at any time without Good Reason.

(c)   In the event Executive's employment hereunder is terminated by the Company
      for Cause or by Executive Without Good Reason, Executive shall receive, as
      his sole compensation hereunder, all accrued but unpaid Base Salary
      prorated for the year through the date of termination, reimbursement for
      any unreimbursed business expenses and such employee benefits, if any,
      that Executive may be entitled to under the employee benefit plans of the
      Company (excluding any severance plans), including amounts with respect to
      any accrued paid time off that has not been paid. In addition, Executive
      shall be required to exercise all vested Stock Options held by him as of
      the date of termination within one hundred and twenty (120) days of the
      date of termination. Any vested Stock Options not exercised within such
      120-day period shall expire. Notwithstanding the foregoing, in no event
      shall the Stock Options be exercised later than the expiration date set
      forth in the option notice and stock option award agreement. All unvested
      Stock Options and unvested IPO Restricted Shares held by Executive as of
      the date of termination shall be forfeited.

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<PAGE>

(d)   In the event Executive's employment hereunder is terminated by the Company
      for Cause or by Executive Without Good Reason following the IPO, all
      Restricted Shares held by Executive at such time shall be forfeited.

13.5  RETIREMENT.

(a)   Executive may terminate his employment hereunder by reason of Retirement.

(b)   "Retirement" means Executive's retirement from the Company on or after the
      first to occur of (1) Executive's attainment of age 60 and completion of 5
      years of continuous service with the Company; or (2) Executive's
      attainment of age 62.

(c)   On the date of Executive's termination of employment by reason of his
      Retirement (the "Retirement Date"), Executive will be entitled to receive
      the following compensation:

      (i)   Accrued but unpaid Base Salary prorated through his last day of
            work;

      (ii)  Reimbursement for any unreimbursed business expenses and such
            employee benefits, if any, that Executive may be entitled to under
            the employee benefit plans of the Company (excluding any severance
            plans), including amounts with respect to any accrued paid time off
            that has not been paid;

      (iii) For the period beginning on Executive's Retirement Date and ending
            eighteen (18) months after such date, Executive and his eligible
            dependents shall be entitled to continue to participate in the
            Company's group life, medical and dental plans on the same basis as
            immediately prior to Executive's Retirement Date. The Company shall
            pay the entire cost of such coverage, including any employee
            cost-sharing provisions, if any. To the extent the terms and
            conditions of the aforesaid plans do not permit participation by
            Executive and his eligible dependents, Company shall arrange to
            provide Executive and his eligible dependents with the same level of
            coverage under individual policies. Executive shall cease to be
            covered under the foregoing medical and/or dental insurance plans if
            he obtains other coverage under other medical, dental and/or vision
            insurance plans. After expiration of the eighteen month period, if
            Executive has not obtained any other medical, dental and/or vision
            plans, the Company shall offer coverage under COBRA to the maximum
            allowed and Executive shall be responsible for all costs thereof.

(iv)  All Stock Options and/or Restricted Shares held by the Executive shall
      fully vest and, as applicable, be exercisable immediately, and all
      restrictions on Restricted Shares shall lapse. Unless otherwise provided
      by the Company in its sole discretion, Executive (or Executive's
      executors, legal representatives or administrators, as applicable) shall
      be required to exercise all vested Stock Options held by him as of the
      date of termination within one hundred and twenty (120) days of the date
      of termination. Any Stock Options not exercised within such 120-day period
      shall expire. Notwithstanding the foregoing, in

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<PAGE>

      no event shall the Stock Options be exercised later than the expiration
      date set forth in the option notice and stock option award agreement.

      (v)   On the Retirement Date, any SERP benefits Executive would be
            eligible for will be fully vested and payable to Executive.

13.6  EXPIRATION OF TERM; NON-RENEWAL.

(a)   The Executive's employment hereunder will terminate upon the expiration of
      the Term by reason of the non-renewal provisions in Section 1(c).

(b)   If Executive's employment hereunder is terminated because Executive
      provides notice of his election not to renew the Term in accordance with
      Section 1(c), Executive shall receive, as his sole compensation hereunder,
      all accrued but unpaid Base Salary, reimbursement for any unreimbursed
      business expenses and such employee benefits, if any, that Executive may
      be entitled to under the employee benefit plans of the Company (excluding
      any severance plans), including amounts with respect to any accrued paid
      time off that has not been paid.

(c)   Unless the parties otherwise agree in writing, continuation of Executive's
      employment with the Company beyond the expiration of the Term shall be
      deemed an employment at-will and shall not be deemed to extend any of the
      provisions of this Agreement and Executive's employment may thereafter be
      terminated at will by either Executive or the Company; provided, that, the
      provisions of Section 11 and Section 12 of this Agreement shall survive
      any termination of this Agreement or Executive's termination of employment
      hereunder. In addition, for purposes of clarification, in the event that
      this Agreement expires or is not renewed by Executive or the Company, the
      expiration of the Term of this Agreement shall not in and of itself result
      in the forfeiture of any Options or Restricted Shares held by Executive as
      of such date, and the terms of such Options and Restricted Shares shall
      thereafter be governed by the award agreements that provide for the grant
      of such Options and Restricted Shares.

13.7  TAX GROSS UP

(a)   If, as a result of payments provided for under or pursuant to this
      Agreement together with all other payments in the nature of compensation
      provided to or for the benefit of Executive under any other agreement in
      connection with a Change in Control, Executive becomes subject to taxes of
      any state, local or federal taxing authority that would not have been
      imposed on such payments but for the occurrence of a Change in Control,
      including any excise tax under Section 4999 of the Code an any successor
      or comparable provision, then, in addition to any other benefits provided
      under or pursuant to this Agreement or otherwise, Company (including any
      successor to Company) shall pay to Executive at the time any such payments
      are made under or pursuant to this or the other agreements, an amount
      equal to the amount of any such taxes imposed or to be imposed on
      Executive (the amount of any such payment, the "Parachute Tax
      Reimbursement").

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<PAGE>

(b)   In addition, Company (including any successor to Company) shall "gross up"
      such Parachute Tax Reimbursement by paying to Executive at the same time
      an additional amount equal to the aggregate amount of any additional taxes
      (whether income taxes, excise taxes, special taxes, employment taxes or
      otherwise) that are or will be payable by Executive as a result of the
      Parachute Tax Reimbursement being paid or payable to Executive and/or as a
      result of the additional amounts paid or payable to Executive pursuant to
      this sentence, such that after payment of such additional taxes Executive
      shall have been paid on a net after-tax basis an amount equal to the
      Parachute Tax Reimbursement.

(c)   The amount of any Parachute Tax Reimbursement and of any such gross-up
      amounts shall be determined by Company's independent auditing firm, whose
      determination, absent manifest error, shall be treated as conclusive and
      binding absent a binding determination by a governmental taxing authority
      that a greater amount of taxes is payable by Executive.

14.   OTHER AGREEMENTS. Executive represents and warrants to the Company that:

(a)   There are no restrictions, agreements or understandings whatsoever to
      which Executive is a party or by which he is bound that would prevent or
      make unlawful Executive's execution of this Agreement or Executive's
      employment hereunder, or which are or would be inconsistent or in conflict
      with this Agreement or Executive's employment hereunder, or which would
      prevent, limit or impair in any way the performance by Executive of his
      obligations hereunder.

15.   SURVIVAL OF PROVISIONS. The provisions of this Agreement, including
without limitation those set forth in Sections 11, 12, 14, 15, 16, 17, 18, 19,
20, 21, 22, 23, 24, 25, 26, 27 and 28 hereof, shall survive the termination of
Executive's employment hereunder and the payment of all amounts payable and
delivery of all post-termination compensation and benefits pursuant to this
Agreement incident to any such termination of employment.

16.   SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and
be binding upon the Company and its successors or permitted assigns and
Executive and his executors, administrators or heirs. The Company shall require
any successor or successors expressly to assume the obligations of the Company
under this Agreement. For purposes of this Agreement, the term "successor" shall
include the ultimate parent corporation of any corporation involved in a merger,
consolidation or reorganization with or including the Company that results in
the stockholders of the Company immediately before such merger, consolidation or
reorganization owning, directly or indirectly, immediately following such
merger, consolidation or reorganization, securities of another corporation. It
shall also include the Company that results from any Initial Public Offering.
Executive may not assign any obligations or responsibilities under this
Agreement or any interest herein, by operation of law or otherwise, without the
prior written consent of the Company, except that any benefit to which Executive
may be entitled under this Agreement may be transferred pursuant to the laws of
descent and distribution without the prior written consent of the Company. At
any time, the Company may provide, without the prior written consent of
Executive, that Executive shall be employed pursuant to this Agreement

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<PAGE>

by any of its Affiliates instead of or in addition to CFS or Company, and in
such case all references herein to the "Company" shall be deemed to include any
such entity, provided that (i) such action shall not relieve the Company of any
of its obligations under this Agreement, including, without limitation, the
Company's obligation to make or cause an Affiliate to make or provide for any
payment to or on behalf of Executive pursuant to this Agreement, (ii)
Executive's duties and responsibilities shall not be significantly or materially
diminished within the meaning of Section 13.2(b)(iii) of this Agreement as a
result thereof, and (iii) Executive's rights under this Agreement shall not be
diminished as a result thereof. Except for any determination that the Board is
required to make pursuant to Section 13.4(a)(iii) hereof, the Board may assign
any or all of its responsibilities hereunder to any committee of the Board, in
which case references to the Board shall be deemed to refer to such committee.

17.   EXECUTIVE BENEFITS. This Agreement shall not be construed to be in lieu of
or to the exclusion of any other rights, benefits and privileges to which
Executive may be entitled as an executive of Company under any retirement,
pension, profit-sharing, insurance, hospitalization or other plans or benefits
which may now be in effect or which may hereafter be adopted.

18.   LITIGATION. If Executive is named as a defendant or receives a notice of a
deposition or subpoena concerning his prior employer, Executive shall provide
reasonable notice of such events and copy of such legal notices to the General
Counsel of the Company. If Executive is named as a defendant in a suit by a
third party after the termination of Executive's employment relating to issues
that arose during Executive's employment with the Company or by virtue of
Executive having been an employee of the Company, the Company will defend and
indemnify Executive regardless of whether he is still an active employee of the
Company so long as said Executive would have been covered under the insurance or
indemnification policies of the Company if Executive were still employed.
Nothing in this Section 18 shall limit any other right that Executive may have
under applicable law or otherwise to be indemnified and held harmless by the
Company.

19.   NOTICES. All notices required to be given to any of the parties of this
Agreement shall be in writing and shall be deemed to have been sufficiently
given, subject to the further provisions of this Section 19, for all purposes
when presented personally to such party, or sent by facsimile transmission, any
national overnight delivery service, or certified or registered mail, to such
party at its address set forth below:

(a)   If to Executive:

      J. Barry Morrow

(b)   If to Company:

      Collegiate Funding Services, Inc.
      c/o Collegiate Funding Services, L.L.C.
      100 Riverside Drive

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<PAGE>

      Fredericksburg, VA 22406
      Attention:
      Fax: (540) 374-2021

Such notice shall be deemed to be received when delivered if delivered
personally, upon electronic or other confirmation of receipt if delivered by
facsimile transmission, the next business day after the date sent if sent by a
national overnight delivery service, or three (3) business days after the date
mailed if mailed by certified or registered mail. Any notice of any change in
such address shall also be given in the manner set forth above. Whenever the
giving of notice is required, the giving of such notice may be waived in writing
by the party entitled to receive such notice.

20.   ENTIRE AGREEMENT; AMENDMENTS. This Agreement and any other documents,
instruments or other writings delivered or to be delivered in connection with
this Agreement as specified herein constitute the entire agreement among the
parties with respect to the subject matter of this Agreement and supersede all
prior and contemporaneous agreements, understandings, and negotiations, whether
written or oral, with respect to the terms of Executive's employment by Company.
This Agreement may be amended or modified only by a written instrument signed by
all parties hereto.

21.   WAIVER. The waiver of the breach of any term or provision of this
Agreement shall not operate as or be construed to be a waiver of any other or
subsequent breach of this Agreement.

22.   GOVERNING LAW. This Agreement shall be governed and construed as to its
validity, interpretation and effect by the laws of the State of New York,
without reference to its conflicts of laws provisions.

23.   SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or such provisions, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

24.   SECTION HEADINGS. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.

25.   SPECIFIC ENFORCEMENT. Executive acknowledges that the restrictions
contained in Sections 11 and 12 hereof are reasonable and necessary to protect
the legitimate interests of Company and its Affiliates and that Company would
not have entered into this Agreement in the absence of such restrictions.
Executive also acknowledges that any breach by him of Sections 11 or 12 hereof
will cause continuing and irreparable injury to Company for which monetary
damages would not be an adequate remedy. Executive shall not, in any action or
proceeding by Company to enforce Sections 11 or 12 of this Agreement, assert the
claim or defense that an adequate remedy at law exists. In the event of such
breach by Executive, Company shall have the right to enforce the provisions of
Sections 11 and 12 of this Agreement by seeking injunctive or other relief in
any court, and this Agreement shall not in any way limit remedies at law or in

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<PAGE>

equity otherwise available to Company. In the event that the provisions of
Sections 11 or 12 hereof should ever be adjudicated to exceed the time,
geographic, or other limitations permitted by applicable law in any applicable
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum time, geographic, or other limitations permitted by applicable
law.

26.   ARBITRATION. Any dispute or claim, other than those referred to in Section
25 of this Agreement, arising out of or relating to this Agreement or otherwise
relating to the employment relationship between Executive and the Company
(including but not limited to any claims under Title VII of the Civil Rights Act
of 1964, as amended; the Americans with Disabilities Act; the Age Discrimination
in Employment Act; the Family and Medical Leave Act; and the Employee Income
Retirement Security Act) shall be submitted to Arbitration, in New York City,
NY, and except as otherwise provided in this Agreement shall be conducted in
accordance with the rules of, but not under the auspices of, the American
Arbitration Association. The arbitration shall be conducted before an
arbitration tribunal comprised of three individuals, one selected by the
Company, one selected by Executive, and the third selected by the first two. The
parties and the arbitrators selected by them shall use their best efforts to
reach agreement on the identity of the tribunal within ten (10) business days of
either party to this Agreement submitting to the other party a written demand
for arbitration. The proceedings before the tribunal shall take place within
twenty (20) business days of the selection thereof. Executive and the Company
agree that such arbitration will be confidential and no details, descriptions,
settlements or other facts concerning such arbitration shall be disclosed or
released to any third party without the specific written consent of the other
party, unless required by law or court order or in connection with enforcement
of any decision in such arbitration. Any damages awarded in such arbitration
shall be limited to the contract measure of damages, and shall not include
punitive damages. The costs of the arbitrators shall be paid by the Company, and
each party shall bear his or its attorneys' fees and other costs, except that
(1) the arbitrators may specifically direct one party to bear the entire cost of
the arbitration, including all attorneys' fees, if the arbitrators determine
that such party acted in bad faith; or (2) Executive is successful in which case
the Company will pay Executive's attorneys fees and costs.

27.   EQUITY CALL RIGHTS OF THE COMPANY.

(a)   In the event Executive's employment hereunder is terminated for any reason
      prior to the Initial Public Offering, the Company shall, for a period of
      up to six (6) months following the date of termination, have the option to
      purchase (the "Call Rights"), and Executive shall be required to sell to
      the Company, if the Company exercises the Call Rights, (i) any or all
      shares of Common Stock held by Executive ("Shares"), (ii) any or all
      Restricted Shares held by Executive and (iii) any or all Shares that are
      subject to the vested portion of any Stock Options held by Executive (the
      "Vested Shares"), at a price per share as set forth below.

      (i)   If Executive's employment is terminated (i) due to Executive's
            death, (ii) by the Company because Executive is Totally Disabled,
            (iii) by the Company without Cause, or (iv) by Executive for Good
            Reason,

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<PAGE>

            (A)   the price per share for any Shares and Vested Shares shall be
                  the Fair Market Value (as defined below); and

            (B)   any restrictions on Restricted Shares held by Executive shall
                  lapse, and the price per share of such Restricted Shares shall
                  be the Fair Market Value (as defined below).

      (ii)  If Executive resigns without Good Reason,

            (A)   the price per share for any Shares and Vested Shares shall be
                  the lower of the cost of such Shares and Vested Shares to
                  Executive or the Fair Market Value (as defined below); and

            (B)   any Restricted Shares held by Executive shall be forfeited.

      (iii) If Executive's employment is terminated by the Company for Cause,
            any Shares, Vested Shares and Restricted Shares shall be forfeited.

(b)   For purposes of this Agreement, prior to the Initial Public Offering,
      "Fair Market Value" shall mean the fair market value of a share of Common
      Stock, as determined in good faith by the Board in consultation with
      Executive.

28.   COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute one and the same
instrument.

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

Collegiate Funding Services, Inc.

By: /s/ Kevin A. Landgraver
   ----------------------------

   /s/  J. Barry Morrow
----------------------------------------
   J. Barry Morrow

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