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                                                                  EXECUTION COPY

                                  EXHIBIT 10.16

                                     FORM OF
                              EMPLOYMENT AGREEMENT
                          FOR EXECUTIVE VICE PRESIDENTS

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between
___________ (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 an Executive Vice President of the
Company pursuant to an employment agreement dated May 17, 2002, between
Executive and Collegiate Funding Services, L.L.C. ("CFS"), the primary
subsidiary of 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 Executive Vice President 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 Executive Vice
      President of the Company, and Company hereby agrees to employ Executive in
      such capacity. To the extent required by law, Executive's employment under
      this Agreement shall be maintained through 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 first
      anniversary of the Effective Date, unless sooner terminated in accordance
      with Section 12 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, 2005, unless either Executive or the
      Company delivers written notice to the other party, not later than 60 days
      before the end of the Term (including extensions) of their 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 of directors of the Company (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 11 of
      this Agreement.

2. BASE SALARY.


(a)   The Company shall pay Executive an annual salary at the rate of __________
      (the "Base Salary").(1) The Base Salary 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 during the Term.

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, 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 __________.(2) This success
bonus will be treated as income, and the Company shall withhold 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,



(1) The annual base salary for each Executive will be: John R. Elam, $235,000,
Kevin A. Landgraver, $265,000, W. Clark McGhee, $266,000, John A. Reeves,
$210,000 and Charles L. Terrible, $225,000.



(2) This bonus for each Executive will be: Mr. Elam, $100,000, Mr. Landgraver,
$250,000, W. Clark McGhee, $150,000, John A. Reeves, $100,000 and Charles L.
Terrible, $150,000.


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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 ____________, 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)   During the Term, Executive shall have an annual cash incentive opportunity
      (the "Incentive"), in an amount not to exceed one hundred-fifty percent
      (150%) of Base Salary based upon the achievement of performance criteria
      established by the Compensation Committee of 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.
      To the extent the Incentive is paid in shares of Common Stock, such shares
      shall count towards any stock ownership requirement applicable to
      Executive under this or any other agreement between Executive and the
      Company.

6. STOCK OPTIONS/RESTRICTED SHARES.


(a)   If the Company completes an Initial Public Offering, on the date of such
      offering, Executive shall be granted Restricted Shares in an amount up to
      ___% 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 ___% of the fully diluted outstanding
      shares of Common Stock, measured as of the time of the Initial Public
      Offering (the "IPO Options")(3).


(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.

(3)   The restricted share percentage for each Executive will be up to: Mr.
      Elam, 0.07%, Mr. Landgraver, 0.11%, Mr. McGhee, 0.09%, Mr. Reeves 0.05%
      and Mr. Terribile, 0.07%, respectively. The option percentage for each
      Executive will be up to: Mr. Elam, 0.16%, Mr. Landgraver, 0.24%, Mr.
      McGhee, 0.20%, Mr. Reeves, 0.12% and Mr. Terribile, 0.16%, respectively.


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(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. EXISTING STOCK OPTIONS. Of the Stock Options granted to Executive in May 2002
under the Company's 2002 Stock Incentive Plan that 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 7 are
subject to the acceleration provisions contained within this Agreement.

8. 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 (Executive Vice President 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 $25,000 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.

9. 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

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      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 five thousand dollar ($5,000)
      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.

10. 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 this Section 10(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 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 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.

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      (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 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 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.

11. 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 one (1)
      year following his date of termination (the

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      "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, 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 Executive Vice President, Executive expressly agrees
      that the markets served by the Company, CFS and their Affiliates extend
      nationally and to Canada and are

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      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 11 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 11, 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
            12.4);

      (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.

12. 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 12. Except for
      termination of the Agreement due to the death of Executive or by Executive
      without Good Reason (as defined in Section 12.1 and 12.4), 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 12.

12.1 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

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      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
            plan), 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 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 stock
      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

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      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.

12.2  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 12.4) 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; or

      (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.

For purposes of this Agreement, Good Reason shall not include notice to
Executive of the non-renewal of the Term.

(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 percent (100%) of Base Salary in effect on the date
                  of termination; plus

            (B) One hundred percent (100%) 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

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                  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 twelve
            (12) 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/of 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. 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 stock 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 12.2 following an Initial
      Public Offering, all restrictions on Restricted Shares held by Executive
      at such time, other than the IPO Restricted Shares, shall lapse.

12.3 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

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            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 Executives employment hereunder
      without Cause or Executive resigns for Good Reason during the term of this
      Agreement and within twelve (12) 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:

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

            (B) One hundred percent (100%) of the Average Incentive; 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 eighteen-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.

(c)   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.

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(d)   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 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 stock option
      notice and stock option award agreement.

12.4 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;

            (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 10 and 11 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

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<PAGE>

            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 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 stock 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.

(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.

12.5 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 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

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<PAGE>

            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 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 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 stock option notice and
            stock option award agreement.

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

12.6 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 10 and Section 11 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

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<PAGE>

      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.

12.7 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").

(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.

13. OTHER AGREEMENTS. Executive represents and warrants to the Company that
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.

14. SURVIVAL OF PROVISIONS. The provisions of this Agreement, including without
limitation those set forth in Sections 10, 11, 14, 15, 16, 17, 18, 19, 20, 21,
22, 23, 24, 25, 26, and 27 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.

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15. 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 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, and (ii) 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
12.4(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.

16. 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.

17. 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 17 shall limit any other right that Executive may have
under applicable law or otherwise to be indemnified and held harmless by the
Company.

18. 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 18, 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:

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(a)   If to Executive:

(b)   If to Company:

      Collegiate Funding Services, Inc.
      c/o Collegiate Funding Services, L.L.C.
      100 Riverside Drive
      Fredericksburg, VA 22406
      Attention:
      Fax No. (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.

19. 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.

20. 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.

21. 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.

22. 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.

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23. 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.

24. SPECIFIC ENFORCEMENT. Executive acknowledges that the restrictions contained
in Sections 10 and 11 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 10 or 11 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 10 or 11 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 10
and 11 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 equity otherwise
available to Company. In the event that the provisions of Sections 10 or 11
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.

25. ARBITRATION. Any dispute or claim, other than those referred to in Section
26 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.

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26. 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 the 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,

            (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.

27. 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.

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

Collegiate Funding Services, Inc.

By: ________________________

_________________________________________
     Title: Executive Vice President

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