<PAGE>
                                  EXHIBIT 10.5

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.

                                     MOHELA

ORIGINATION, DISBURSEMENT, INTERIM SUB SERVICING, AND PURCHASING MASTER
AGREEMENT

      THIS ORIGINATION, DISBURSEMENT, INTERIM SUB SERVICING, AND PURCHASING
MASTER AGREEMENT ("AGREEMENT") entered into this 19th day of February, 2004, by
and between: Collegiate Funding Originations, LLC ("CFO"), Collegiate Funding
Services Resources I, L.L.C., ("CFSR I") the "Subsidiaries" of CFO from time to
time party hereto, U.S. Bank National Association as eligible lender trustee
("ELT"), Collegiate Funding Master Servicing, L.L.C. ("CFMS") and the Higher
Education Loan Authority of the State of Missouri ("MOHELA").

      The following Articles which contain X's shall constitute the effective
parts of this Agreement.

<TABLE>
<S>            <C>                                                    <C>
                                                           Applicable

Recitals                                                              [ X ]
Article I.     Definitions                                            [ X ]
Article II     Guarantee Processing, Loan Origination, and Loan       [ X ]
               Disbursement

Article III.   Servicing                                              [ X ]
Article IV.    Purchase                                               [ X ]
Article V      Program Standards                                      [ X ]
Article VI.    Representation and Warranties                          [ X ]
Article VII.   Miscellaneous                                          [ X ]
               Signatures                                             [ X ]
</TABLE>


                                    RECITALS

      WITNESSETH THAT:
<PAGE>
      WHEREAS, CFO is an eligible lender who is authorized to and does make
"Student Loans" through U.S. Bank National Association acting as eligible lender
trustee as hereinafter defined; and

      WHEREAS, CFO will make and then simultaneously sell the Student Loans to
its wholly owned Subsidiary, CFSR I; and

      WHEREAS, CFSR I, the "Lenders" party thereto, Citicorp North America, Inc,
as Agent for the Lenders (the "Agent"), the ELT, U.S. Bank National Association,
as Indenture Trustee (the "Indenture Trustee"), CFMS and Collegiate Funding
Portfolio Administration, L.L.C. have entered into that certain Indenture dated
as of July 23, 2003 (as amended, restated, supplemented or otherwise modified
from time to time, the "Indenture") whereby CFSR I has pledged all of its right,
title and interest in, to and under the Student Loans and related assets to the
Indenture Trustee to secure its obligations under the Indenture; and

      WHEREAS, CFO and CFSR I (collectively hereinafter referred to as "CFS")
has a servicing agreement with CFMS to service all of its Student Loans and CFMS
may contract to a subservicer; and CFMS desires to contract with MOHELA to
subservice the Student Loans made by CFS under this Agreement; and

      WHEREAS, MOHELA is authorized to enter into agreements for the servicing,
holding and purchase of Student Loans in order to make available funds to assist
students in obtaining a post-secondary education; and

      WHEREAS, if Article II above is checked, MOHELA shall assist CFO by
providing a guarantee processing and loan disbursement service; and

      WHEREAS, if Article III above is checked, MOHELA shall service the Student
Loans for CFO and CFSR I as subservicer for CFMS and purchase the same from CFSR
I; and

      WHEREAS, if Article IV above is checked, CFSR I has met the eligibility
requirements established by MOHELA for its Program and expects to apply from
time to time for commitments by MOHELA to purchase Student Loans meeting the
terms and conditions established by the Program Standards under Article V
hereof; and

      WHEREAS, if Article IV above is checked, MOHELA shall make commitments to
CFSR I from time to time to purchase Student Loans in amounts determined by
MOHELA and available for such purchase from the proceeds of the sale of Bonds
and other funds of MOHELA;

      All Recitals and Captions shall be incorporated as part of the Agreement
and shall be enforceable as such between the parties.

      NOW THEREFORE, in consideration of the recitals, agreement and covenants
hereinafter contained and the mutual benefits to be derived herefrom, it is
hereby agreed as follows:

                                   ARTICLE I
                                   DEFINITIONS
<PAGE>
ACADEMIC YEAR: For the purposes of Title IV aid, a period that begins on the
first day of classes and ends on the last day of classes or examinations and
that consists of at least 30 weeks of instructional time during which an
undergraduate, full-time student is expected to complete either of the
following: 1. At least 24 semester or trimester hours, or 36 quarter hours in an
educational program that measures program length in credit hours. 2. At least
900 clock hours in an educational program that measures program length in clock
hours. The Department may, at its option, reduce the minimum number of weeks in
an academic year.

ACT: The Missouri Higher Education Loan Authority Act, Revised Statutes of
Missouri, Sections 173.350 through 173.450, as amended.

ACTUAL INTEREST RATE: The annual interest rate a lender charges on a loan, which
may be equal to or less than the applicable interest rate on that loan.

AGREEMENT: This Master Agreement, together with all Schedules attached thereto
and made a part of this Master Agreement.

APPLICABLE INTEREST RATE: The maximum annual interest rate that a lender may
charge under the Higher Education Act on a loan.

BILLING PERIOD: Any partial or full calendar quarter during which time MOHELA
services each Student Loan of CFS.

BONDS: The bonds, notes, or other financing instrument of MOHELA issued to
obtain funds to purchase Student Loans.

BORROWER: Any obligor under a Student Loan who meets the criteria as an eligible
borrower set forth in this Agreement and the Higher Education Act.

CANCELLATION (of a Guarantee): The revocation of a loan guarantee, which occurs
if any of the following conditions exist: 1. No loan proceeds were disbursed to
the Borrower. 2. The CFS check was never cashed. 3. None of the loan proceeds
were negotiated within 120 days of the date on which they were disbursed. 4. EFT
and master check loan proceeds in the school's account are not delivered to the
Borrower within 120 days after being transferred to the account. 5. The loan is
repaid in full within 120 days of final disbursement. The guarantee is not lost
on the remainder of the loan if one disbursement is canceled.

CAPITALIZED INTEREST: Accrued borrower interest that is added to the Borrower's
outstanding principal in accordance with federal regulations, except for
interest capitalized during a period of a loss of guarantee.

CODE: The Internal Revenue Code of 1986, as amended.

COMMON MANUAL: A document prepared for the lender and school participants to
follow in the administration of the loan programs. A compilation of agreed upon
policies by FFELP guarantee agencies.

CONSOLIDATION: The combining of two or more Eligible Loans into a single debt.
<PAGE>
CONVERSION DATE: The date the loan becomes active on MOHELA's system(s).

CUSTODIAL AGENT: A business entity with which MOHELA subcontracts to perform the
custodial duties required to be performed by MOHELA. A copy of the contract will
be forwarded to CFO prior to the execution of this document. In such case, the
business entity to which the custodial duties are subcontracted to shall become
the "Custodian", but MOHELA nonetheless shall remain responsible and liable for
the performance of all of such subcontractor's duties and obligations hereunder;
and provided that such subcontract shall not become effective until (i) required
approvals, if any, are obtained from the CFO's rating agency, bond insurers,
trustees, lenders, and agents for such lenders or other parties to financing
arrangements and (ii) CFO has advised MOHELA in writing that such approvals have
been obtained or that such approvals are required.

CUSTODIAN: MOHELA is the Custodian under this Agreement.

DEFAULT: The failure of a Borrower and endorser, if any, or joint Borrowers on
an Eligible Loan, to make an installment payment when due, or to meet other
terms of the promissory note, if the Secretary or Guaranty Agency finds it
reasonable to conclude that the Borrower and endorser, if any, no longer intend
to honor the obligation to repay.

DISBURSEMENT: The transfer of loan proceeds by a lender to a Borrower, a school
or an escrow agent by issuance of a check or by electronic funds transfer.

EFFECTIVE DATE: Date first appearing above.

ELIGIBLE LOAN: Student Loan that is guaranteed by a Guarantor or the Secretary
and meets MOHELA's requirements for purchase.

EVENT OF DEFAULT: The happening of any one or more of the following events
affecting the Agreement;

      (1) Any representations or warranty by any party made by under the
Agreement proves to be materially incorrect;

      (2) Any party fails to observe or perform any of the material covenants,
conditions or agreements in the Agreement;

      (3) The Borrower of the Note evidencing the Student Loan asserts a defense
that raises a reasonable doubt as to its legal enforcement;

      (4) The Secretary or the Guarantor refuses to honor in full any claim made
with respect to a Student Loan, including any claim for interest subsidy,
Special Allowance Payments, guarantee or insurance payment because of any
circumstances which occurred before the conversion and/or purchase of the
Student Loan by MOHELA;

      (5) A decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the
<PAGE>
winding up or liquidation of its affairs, shall have been entered against CFS
and such decree or order shall have remained in force undischarged or unstayed
for a period of sixty (60) days;

      (6) Any party shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to any party or
relating to all or substantially all of its property;

      (7) Any party shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations;

      (8) Any party shall fail to correct any error, omission, or other defect
in a Student Loan that could have the effect of jeopardizing the guarantee of
the Student Loan, within five (5) calendar days after notice of such error,
omission, or other defect to the responsible party. The examination of any
documents required pursuant to this Agreement by MOHELA or any of its agents
shall not constitute an acceptance of their validity, legality, and efficacy of
all said required documents and each Student Loan; and

      (9) Any party shall fail to provide on a timely basis, not to exceed ten
business days, any documentation, such failure that could jeopardize the
guarantee of the Student Loan.

FISCAL YEAR: The period beginning on July 1 and ending on June 30 of the
following year.

FORBEARANCE: A period of time during which the Borrower is permitted to
temporarily defer principal and interest payments or reduce the size of the
monthly installment.

GRACE PERIOD: The period that begins the day after a Stafford loan borrower
ceases to be enrolled at least half time at an eligible school, ending on that
day before the repayment period begins, and during which payments of principal
are not required.

GUARANTEE: A conditional legal obligation as defined in an agreement by and
between a Guarantee Agency and CFS to reimburse CFS for defaulted loans.

GUARANTEE FEE: A fee deducted at the time of disbursement from the Borrowers
Student Loan proceeds, as required by applicable law.

GUARANTY AGENCY (or GUARANTOR): A state or private non-profit organization which
has an agreement with the Secretary to administer a loan guarantee program under
the Higher Education Act.

HIGHER EDUCATION ACT: Title IV. Part B of the Higher Education Act of 1965, as
amended (20 United States Code Section 1071 et seq.) and the regulations
thereunder.

LaRS: A quarterly report sent by the lender to the Department of Education which
reflects all payments due to and from the Department of Education as well as
portfolio status at the end of that period.

MOHELA: The Higher Education Loan Authority of the State of Missouri.
<PAGE>
NOTE: The promissory note or master promissory note executed by a Borrower to
evidence the Borrower's obligation to repay the Student Loan.

ORIGINATION FEE: A fee that the lender is required to pay the Secretary to help
defray the Secretary's costs of subsidizing the loan.

PARENT LOAN for UNDERGRADUATE STUDENTS (PLUS): A loan program which allows
parents to borrow for dependent undergraduate, graduate, and professional
students.

PRINCIPAL BALANCE: The outstanding amount of the loan on which the lender
charges interest.

PROGRAM: The program of MOHELA under which Student Loan guarantees may be
processed and Student Loans may be disbursed, serviced and purchased on behalf
of a lender.

PROGRAM STANDARDS: Those requirements and conditions adopted by MOHELA from time
to time as specified in Article V hereof and which must be met in order for
MOHELA to process guarantees and disburse, service and purchase Student Loans.

REFUND: The difference between the amounts the borrower paid toward
institutional charges (including financial aid and/or cash paid) and the amount
the school can retain under appropriate refund policy. This "unearned" amount of
institutional charges must be returned to student financial aid (SFA) programs
on behalf of a student who received SFA funds and who has ceased attending
school.

REPAYMENT PERIOD:

      (1) For a Stafford loan, the period beginning on the date following the
expiration of the grace period and ending no later than 10 years from that date,
exclusive of any period of deferment or forbearance.

      (2) For a PLUS loan disbursed in more than one installment, the period
that begins on the date the first disbursement is made for a loan and ending no
later than 10 years from that date, exclusive of any period of deferment or
forbearance; for a PLUS loan disbursed in a single installment, the period that
begins on the date the loan is disbursed and ending no later than 10 years from
that date exclusive of any period of deferment or forbearance.

REPAYMENT SCHEDULE: The document supporting the Note which states the terms of
loan repayment and disclosure requirements under the Higher Education Act.

REPAYMENT STATUS: A loan will be considered in a Repayment Status immediately
following the end of the Grace Period. Loans in a forbearance or deferment
status shall be considered to be in a Repayment Status.

SALE DATE: The date on which legal title to the Note(s) evidencing a Student
Loan or group of Student Loans is/are sold and transferred by CFSR I to MOHELA.
<PAGE>
SECRETARY: The Secretary of the U.S. Department of Education or any successor
thereto as defined in the Higher Education Act.

SPECIAL ALLOWANCE: A percentage of the average unpaid principal balance, paid to
a lender by the Secretary of Education on an Eligible Loan.

STAFFORD STUDENT LOAN: A low-cost loan made available to a student to help pay
for the costs of attending post-secondary schools. A Guaranty Agency insures
lenders against losses on Stafford Loans due to the Borrower's default, or non
default as defined in the Common Manual, provided certain program requirements
are adhered to.

STATE: The state or states in which a lender is authorized to do business.

STATEMENT OF CREDIT DENIAL: Document sent to any PLUS applicant denied a PLUS
loan due to applicant inability to meet credit criteria.

STUDENT LOAN: Any Stafford or PLUS loan made pursuant to the Higher Education
Act to a Borrower to finance post-secondary education that is guaranteed by a
Guarantor or the Secretary and that meets the requirements specified in Article
5.06 hereof.

U.S. DEPARTMENT OF EDUCATION: A department of the federal government responsible
for regulating guaranteed loan programs, student financial assistance programs,
including the programs contained herein.

                                   ARTICLE II
      GUARANTEE PROCESSING, LOAN ORIGINATION AND LOAN DISBURSEMENT SERVICES

      Section 2.01 Employment. If this Article is in effect, MOHELA is entering
into a sub-servicing agreement with CFO to provide guarantee processing and loan
disbursement service and MOHELA agrees to provide such service in accordance
with and subject to the terms and provisions of this Article.

      Section 2.02. Guarantee Processing. MOHELA will perform the actions
necessary to obtain and maintain the guaranty and/or insurance on each Student
Loan.


      Section 2.03. Disbursement Fees. Fees will be charged in accordance with
Schedule A attached hereto.


      Section 2.04 Payment of Fees. Unless otherwise agreed, the fees for each
loan disbursement shall be paid within thirty (30) days following the receipt of
an invoice from MOHELA by CFO.


      Section 2.05 Electronic Processes. CFO agrees to provide MOHELA prompt
notice of intent to make Student Loans to eligible schools. MOHELA shall be
given sufficient time to ensure electronic processes are in place to meet the
needs of the school prior to accepting applications from said school on behalf
of CFO.
<PAGE>
      Section 2.06. Loan Origination Services.


      (1) For every FFELP application and promissory note that has been
submitted to MOHELA for origination, disbursement and guaranty, MOHELA shall
complete the application according to the Higher Education Act of 1965 (as
amended).

      (2) If an application is incomplete, or contains information that fails to
meet federal/ MOHELA or guarantor guidelines, MOHELA will use its best efforts
to contact the borrower and/or the educational institution in order to obtain
the information necessary to complete the application or resolve the deficiency.

      (3) If the borrower fails to provide the information requested within six
months from the last processing date, the loan application shall be placed in an
inactive status.

      (4) For PLUS loans, MOHELA will perform credit services on behalf of CFO
as follows:

      a)    MOHELA will perform credit review in accordance with the U.S.
            Department of Education regulations and with MOHELA policy governing
            credit review for PLUS loans. MOHELA may request additional CFO
            guidelines for PLUS review, which CFO will provide to MOHELA

      b)    MOHELA will review all applications for completeness.

      c)    MOHELA shall

                  i. Use its best efforts to request a credit history form on
            the eligible applicant from at least one national credit bureau
            within 48 hours of receipt of the PLUS loan application.

                  ii. Identify and reconcile discrepancies, if any.

                  iii. Seek and receive guaranty on behalf of CFO on a PLUS Loan
            application for which:

                        -     There is no adverse credit history

                        -     There are documented extenuating circumstances
                              determined by MOHELA.

                        -     Credit check is still valid (within 180 days of
                              initial credit check)

      d)    MOHELA may, on behalf of CFO, deny a PLUS application based on the
            credit report that indicates an adverse credit history, unless
            extenuating circumstances exist. CFO shall provide MOHELA with the
            applicable underwriting criteria, unless MOHELA determines on behalf
            of CFO that an extenuating circumstance(s) exists. CFO agrees to
            provide MOHELA with definition of extenuating circumstance(s).
<PAGE>
      e)    CFO agrees to provide MOHELA credit guidelines on subjects not
            considered as an adverse credit history.

      f)    In the event that MOHELA denies the application on the basis of
            adverse credit history, MOHELA shall, on behalf of CFO, send to the
            applicant within thirty (30) days of receipt of a completed
            application a Statement of Credit Denial in accordance with
            applicable law (appeal instructions shall be included). An
            acceptable notice of borrower denial of PLUS loan shall be provided
            to the applicant's school upon request.

      g)    The borrower, to the attention of MOHELA, may file an appeal from
            the Statement of Credit Denial. CFO agrees that appeals beyond the
            borrower's initial appeal may be referred back to CFO.

      (5) For every loan application and promissory note that has been submitted
to MOHELA for origination, disbursement and guaranty, the policy guidelines
provided in Schedule B attached hereto and incorporated herein by reference must
be strictly followed by the Borrower. The policy guidelines in Schedule B ensure
compliance with Section 326 of the USA Patriot Act of 2001, 31 U.S.C. 5318,
which Act requires all financial institutions to obtain, verify and record
information that identifies each person or entity that opens an account in order
to assist the Federal government fight the funding of terrorism and money
laundering activities.

      (6)   Electronic Signature (E-Sign);

            a) MOHELA and CFO hereby represent and agree that, insofar the
      following is applicable to the parties herein, the parties have used their
      best efforts in establishing or utilizing an Electronic Signature process
      which satisfies the U. S. Department of Education's standards for
      electronic signatures in electronic student loan transactions and the
      Electronic Signatures in Global and National Commerce Act, P.L. 106-229.

            b) MOHELA and CFO further each represent and agree that they will
      cooperate with any subsequent holder, including the Guarantor, in all
      activities reasonably necessary to enforce an E-Sign Note.

            c) CFO shall assume sole responsibility for defending the validity
      or enforceability of an E-Sign Note when a Borrower claims they did not
      sign the Note or questions the validity of the electronic signature which
      was originated using CFO's own or a lender designated process, other than
      MOHELA, for electronic execution of the Note. In the event a CFS
      originated E-Sign Note is determined to be invalid or unenforceable or the
      Secretary determines that the Eligible Loan in question is not eligible
      for reinsurance because it was executed electronically using CFO's
      Electronic Signature origination process or a non-MOHELA E-Sign process
      CFO shall immediately repurchase the Loan.

      Section 2.07. Loan Disbursement Service. MOHELA shall:
<PAGE>
      (1) Prepare loan disbursement checks or wire transfers (funded by monies
provided by CFO to MOHELA no less than twenty-four (24) hours prior to
disbursement) in accordance with Borrower's loan application(s) and in
accordance with the Guarantor's guidelines;

      (2) Mail disbursement checks to the appropriate educational institutions
as provided under federal regulations;

      (3) If so directed, electronically transfer the funds to be disbursed
directly to the appropriate educational institution as provided under federal
regulations; and

      (4) If any monies provided by CFO or CFSRI are not disbursed promptly for
the funding of loans or if any borrower subsequently withdraws and/or becomes
entitled to a Cancellation or Refund, and the Student Loan is satisfied or
canceled, MOHELA shall promptly reimburse such monies to CFO or CFSRI, as
applicable.

      Section 2.08. Custodial Agent.


      (1) Delivery to Custodial Agent: Upon receipt of the original
documentation by MOHELA, MOHELA will deliver such original documentation to
Custodial Agent for storage and safekeeping pursuant to MOHELA's agreement for
custodial services with such Custodial Agent.

      (2) Custodial Responsibilities: MOHELA shall act as custodian and bailee
with respect to all original documents and shall hold them subject to the lien
of the Indenture in favor of the Lenders and under the Agreement between the
Safe Deposit Company and Missouri Higher Education Loan Authority dated November
19, 1992, attached as Schedule C.

      Section 2.09. Operational Procedures. In order to provide disbursement
information, CFO or CFMS shall forward, or cause to be forwarded electronically
a copy of the Borrower's loan application, Note and notice of guaranty to
MOHELA. MOHELA will provide data entry services as well as warehousing of
original loan documents for CFMS (through its Custodial Agent) until such time
as MOHELA actually purchases the loan.

      Section 2.10. Termination of This Article. Any party may terminate this
Article upon ninety (90) days written notice to the other party. Upon the
effective date of the termination of this Article, no additional Student Loan
applications shall be delivered for guarantee and disbursement servicing to
MOHELA. Termination of this Article shall in no way affect the validity of the
remainder of this Agreement.

                                  ARTICLE III
                                 LOAN SERVICING

      Section 3.01. Loans Subject to This Article. This Article shall apply to
each Student Loan made by CFO under this agreement and subsequently sold to CFRS
I which Student Loan meets the following criteria:


      (1) has all documentation necessary to qualify for guarantee by a
Guarantor; and
<PAGE>
      (2) the initial Disbursement has been made to the Borrower.

      Section 3.02. CFMS's Obligation. CFMS's obligation in regard to the
servicing of Student Loans shall be as follows:


      (3) to employ MOHELA to service Student Loans generated by CFO and
subsequently sold to CFRS I;

      (4) For any loans not originated by CFO through MOHELA and sent to MOHELA
for servicing, after the initial Disbursement has been made on a Student Loan,
to transmit to MOHELA all original loan documentation, but if the provisions of
Article II apply, CFO, CFSR I or CFMS shall deliver the original Note to MOHELA
pursuant thereto; and

      (5) to forward to MOHELA promptly any documentation or notice of activity
that may occur with regard to a Student Loan being serviced by MOHELA.

      Section 3.03. MOHELA's Obligations. MOHELA's obligation with regard to the
servicing of Student Loans shall be as follows (until such time as this Article
shall be terminated):

      (6) to service in accordance with the Higher Education Act and the loan
servicing regulations of the applicable Guarantor, all Student Loans generated
CFO and subsequently sold to CFSR I except those loans referred to in 3.03(4);

      (7) to prepare and deliver to the Secretary in an accurate, timely and
complete manner the U. S. Department of Education LaRs or such other forms and
reports as the Secretary may, from time to time, require;

      (8) to forward to the Indenture Trustee, for immediate deposit into the
"Collection Account" under and as defined in the Indenture, any funds received
by MOHELA owed to CFO, CFSR I or CFMS from any source and representing a payment
to which MOHELA is not entitled no less frequently then three times per month
and at least once every fifteen days;

      (9) in the event MOHELA shall determine that, for any reason, a loan being
presented to it for servicing shall be deficient in any manner and, as a result
of such deficiency, shall not be guaranteed by the Guarantor, MOHELA may decline
to accept such Student Loan for servicing; however, all Student Loans accepted
by MOHELA for servicing shall be serviced and later purchased pursuant to this
Article, provided CFO or CFSR I has complied fully with Section 3.02;

      (10) will respond promptly to any inquiries from the Borrower, the
Guarantor, the Secretary, Borrower's school, or CFO, CFSR I or CFMS regarding
Student Loans serviced for CFO, CFSR I or CFMS;

      (11) provide all standard lender reports for CFS generated by the MOHELA
system;

      (12) process, on a timely basis, any loan payments from the Borrower,
Guarantor, and Secretary;
<PAGE>
      (13) to provide to the Agent (a) promptly upon the request of the Agent
each financial statement or other reporting information required to be provided
by it to CFO, CFSR I or CFMS under the Agreement, and (b) at the same time it
delivers a copy of the same to CFO, CFSR I or CFMS, each notice that refers to
any default by CFO, CFSR I or CFMS of its obligations under the Agreement or any
other event that would allow the MOHELA to terminate the Agreement; and

      (14) to comply with all requirements of the Higher Education Act and all
other applicable laws and regulations including, without limitation, those
certain laws, rules and regulations listed in Section 7.03(5) of this Agreement.

      Section 3.04. Servicing Fee and Expenses. The fee to be paid to MOHELA
shall be determined and paid as provided on Schedule D, as amended from time to
time.


      Section 3.05. This Section has been intentionally omitted.

      Section 3.06. Assistance with Financings. MOHELA agrees to provide such
assistance in connection with financings by or involving CFSR I and/or the ELT
as shall be reasonably requested, including but not limited to (i) providing
opinions addressing the validity and enforceability of this Agreement; (ii)
providing information concerning MOHELA for inclusion in disclosure documents
relating to such financings; (iii) providing certifications with respect to
information included in such disclosure documents; and (iv) entering into
specific agreements as reasonably requested by any applicable secured party to
such financing.

      Section 3.07. Audit/Inspection Rights. CFMS, CFO, CFSR I, the ELT, the
Agent or any governmental agency having jurisdiction over any of the same shall
have the right from time to time during normal business hours to examine and
audit any of MOHELA's records pertaining to any Student Loan being serviced
hereunder; provided, however, that such activities shall not unreasonably
disrupt the MOHELA's normal business operation. MOHELA agrees that it shall
permit, not more than once per year, CFMS, CFO, CFSR I, the ELT, the Agent or
its designee to conduct or have conducted a procedural audit regarding MOHELA's
compliance with the requirements of the Higher Education Act or the terms of
this Agreement or the Indenture. Such audits shall be at the expense of CFMS.

      Section 3.08. Agreement to Purchase Serviced Student Loans. MOHELA does
hereby agree to purchase all Student Loans being serviced by it, as follows:


      (1) MOHELA will purchase, and CFSR I agree to sell, Student Loans that are
fully disbursed and in which no less than 60 days remain before the commencement
of the Repayment Period. MOHELA will provide CFSR I a monthly report listing
those loans eligible to be purchased by MOHELA.

      (2) MOHELA agrees to pay CFSR I, in immediately available funds on the
Sale Date, as the purchase price for such loans, an amount as outlined in
Section 4.03. CFSR I shall be entitled to all interest and Special Allowance
payments from the Secretary up to but not including the Sale Date.
<PAGE>
      Section 3.09. Termination of This Article. Any party may terminate this
Article upon ninety (90) days written notice to the other party. Upon the
effective date of the termination of this Article, no additional Student Loans
shall be delivered for servicing to MOHELA and all loans being serviced by
MOHELA on that date shall, at the option of MOHELA be purchased by MOHELA or be
returned to CFSM. MOHELA agrees to purchase and service all applications for
Student Loans that CFO has in process on the date of receipt of the notice of
termination by CFO.

                                   ARTICLE IV
                                    PURCHASE

      Section 4.01. Agreement to Make and Sell. CFO and/or CFSR I hereby agrees
to use commercially reasonable efforts to make and sell, with the right of first
refusal to MOHELA, Student Loans in an aggregate principal amount of $[****] and
MOHELA, upon accepting such aggregate principal amount of Student Loans, hereby
agrees to purchase such Student Loans from CFSR I on the terms and conditions
set forth in this Article IV.

      Section 4.02. Right of MOHELA to Adjust Purchase Amount.


      (1) MOHELA shall have the right upon at least 30 days prior written notice
to CFSR I to reduce the amount of the number and dollar amount of Student Loans
to be purchased under this Article at any time; provided however, MOHELA will
purchase all loans which have been committed by CFSR I to the Borrower prior to
the effective date of notice of such reduction.

      (2) If MOHELA determines, in its sole discretion, that CFMS has failed to
meet any of the material terms of this Article in providing Student Loans for
purchase by MOHELA, any designated funds for said acquisition of Student Loans
which CFSR I fails to sell to MOHELA may be reallocated to any other lender.

      Section 4.03. Purchase of Student Loans.


      (1) In accordance with Section 3.08 (1), MOHELA will notify CFSRI of the
Student Loans eligible for purchase. CFSR I may from time to time submit to
MOHELA additional Eligible Loans to be purchased.

      (2) The purchase price of each Student Loan will be [****]% of the
aggregate Principal Balance as of the Sale Date unless otherwise agreed to by
the parties for amounts from $[****] to $[****] and [****]% for amounts greater
than $50,000,000.00. This includes current principal amount, plus Capitalized
Interest agreed to by the Borrower.

      (3) CFSR I shall be entitled to receive all amounts due and owing in
relation to the Student Loan from the date such Student Loan is made up to but
not including the Sale Date.

      (4) Should CFSR I wish to sell Student Loans originated during the same
calendar quarter as the Sale Date, CFSR I agrees to make all payments of any
Origination Fees and/or guarantee insurance premiums to the proper authorities.
Should a borrower subsequently withdraw and/or become entitled to a Cancellation
or Refund, and the Student Loan is satisfied or cancelled, CFSR I also agrees to
reimburse such fees or premiums to MOHELA.
<PAGE>
      (5) MOHELA shall purchase, at an agreed upon Sale Date, an amount of loans
from CFSR I in the amount set forth in this Article. CFSR I may tender for
purchase a greater amount of loans, which MOHELA, in its sole discretion, may
purchase.

      (6) If within one year of the date of purchase of an Eligible Loan, CFO or
CFSR I originates or purchases an Eligible Loan which is a Consolidation Loan
and the proceeds of such consolidation loan are used to repay the principal and
interest due on such Eligible Loan sold by CFSR I to MOHELA hereunder, then CFSR
I shall rebate the premiums paid by MOHELA to CFSR I in connection with the
purchase of said Eligible Loan by paying to MOHELA an amount equal to the same
percentage of the Principal Balance of said Eligible Loan then outstanding as
was originally paid by MOHELA therefor.

                                   ARTICLE V
                                PROGRAM STANDARDS

      Section 5.01. Purpose and Objectives. Through its loan purchase program,
MOHELA increases the continued availability of funds to lending institutions so
that they in turn will provide financial resources to Borrowers on an ongoing
basis. MOHELA enters into agreements with financial institutions to purchase
loans approved by MOHELA when the financial institution meets the standards set
forth in these Program Standards.

      Section 5.02. Form and Allocation of Agreements.


      (1) Under the Program, MOHELA makes commitments to purchase Student Loans
from lenders with the proceeds of Bonds or other available funds. MOHELA
maintains contact with the lending community to inform financial institutions of
the availability of cash liquidity.

      (2) This Agreement will be effective only upon the approval by MOHELA and
the delivery of a duly signed copy of this Agreement to CSFR I, which, if
Article IV is in effect, will constitute a binding obligation of MOHELA to
purchase, and CFSR I to sell, Student Loans for a designated amount, having the
terms specified in the Agreement and meeting the requirements set forth in the
Program Standards. Notwithstanding the above, MOHELA, at its sole discretion,
may reduce the amount of Student Loans to be purchased as provided in Article
IV, in accordance with the following paragraph (3).

      (3) Funds will be allocated by MOHELA taking into account the following
factors: (i) capacity of CFO, CFSR I to accomplish the objectives of the
Program; (ii) availability of funds to MOHELA; and (iii) such other factors as
MOHELA determines to be necessary to make an allocation to a lender for the
purposes of the Program. Amounts allocated to one lender may be assigned to
another lender in MOHELA's sole discretion.

      (4) Upon the execution of an Agreement between MOHELA and CFO, CFSR I and
CFMS, CFO, CFSR I, CFMS and MOHELA must commence compliance with all of the
terms of the Agreement, including these Program Standards.

      Section 5.03. Participating Lenders.
<PAGE>
            (1) CFS must be an "Eligible Lender" as defined in the Higher
      Education Act or must be acting through an eligible lender trustee that is
      an "Eligible Lender" as defined in the Higher Education Act. In order to
      deliver loans which are guaranteed by a Guarantor or the Secretary, CFO
      and/or CFSR I must previously have entered into an Agreement for Guarantee
      of Student Loans with the appropriate Guarantor and/or the Secretary;

            (2) In order to participate as a lender an institution must enter
      into this Agreement which provides for the manner and terms of sale of
      Student Loans. CFS will be required to carry out such Agreement in
      accordance with procedures set forth in the Program Standards. Such
      procedures may be revised from time to time, but revisions will not affect
      the eligibility of any lender or the terms of sale of Student Loans as to
      any Agreement originated prior to and continuing at the time of revision
      by MOHELA. Two copies of the Agreement shall be signed and returned to
      MOHELA. MOHELA will execute both copies of the Agreement and return one
      executed copy to CFSR I.

            (3) CFMS must submit a List of Officers of CFSR I (Schedule E) at
      the time this Agreement is executed.

      Section 5.04. Purchase of Student Loans.


      (1) All Student Loans must be submitted for purchase as specified below.
The purchase price for each Student Loan will be as provided in Article IV. In
the event CFSR I is unable to deliver Student Loans, MOHELA may reduce or
terminate this Agreement.

      (2) Student Loans submitted for purchase will be reviewed to determine if
the Student Loans meet the Program Standards and the representations and
warranties of the Agreement. MOHELA will notify CFSR I of any Student Loans
which fail to meet the appropriate requirements and CFSR I will be given the
option to either: (i) take corrective action to bring the loan into compliance;
or (ii) eliminate a particular loan from current sale consideration.

      (3) MOHELA will deliver 2 signed copies of a Bill of Sale in the form of
Schedule F for each portfolio of Loans on the date of sale. This Bill of Sale
will include a list of the Loans MOHELA has purchased in accordance with the
criteria set forth in this Agreement. The list will have been prepared by the
party servicing the Loans. Collegiate Funding Services Resources I, LLC, and
U.S. Bank National Association as Seller Trustee will complete the Bill of Sale
and sign and date it as of the date of the sale.

      (4) Collegiate Funding Services Resources I, LLC will assign the entire
interest in the Loans to MOHELA. This assignment will typically take the form of
a blanket endorsement in the form of Schedule G.

      (5) Any funds or payments received by CFSR I or CFMS on a Student Loan
after the purchase of the Student Loan by MOHELA shall be promptly remitted to
MOHELA or its designated agent.

      (6) MOHELA assumes the responsibility of notifying the Guarantor of its
purchase of the Student Loans from CFRS I. Where a particular Guarantor or the
Secretary requires a signature
<PAGE>
from CSFR I as well as MOHELA, MOHELA will contact CFSR I and furnish the
appropriate forms for CFSR I's signature.

      Section 5.05. Proper Documentation of Student Loans Purchased. A Student
Loan file must be supported by the following items (if applicable) to be
considered for purchase by MOHELA:


            (1)   loan application;

            (2)   evidence of guarantee;

            (3)   origination fee, and all other applicable fees paid;

            (4)   evidence of Disbursement;

            (5)   original Note and any addendum thereto;

            (6)   deferment/forbearance agreement, if applicable;

            (7)   complete payment history record (if applicable);

            (8)   evidence of due diligence activity (if applicable).

      Section 5.06. Minimum Student Loan Criteria.


      (1) Any Student Loan to be serviced and purchased by MOHELA must meet the
following criteria:

            is fully disbursed at the time of sale under the Agreement;

            is guaranteed to the maximum percentage allowed by applicable law as
      to principal and interest by the Guarantor or Secretary;

            bears interest at the prevailing rate as established under the
      Higher Education Act;

            is eligible for the payment of any applicable government subsidy and
      the quarterly Special Allowance at the full rate established under the
      Higher Education Act;

            is in either in-school or in-grace, or in repayment

      (2) A Student Loan must also include all documentation as outlined in
Section 5.05 of these Program Standards, above, except in those cases where CFSR
I has designated MOHELA as agent, therefore making MOHELA responsible to insure.

      Section 5.07. Additional Representations and Warranties.


      (1) CFSR I agrees to sell any and all subsequent Student Loans made to the
same Borrower ("Serial Loans") after an initial sale of the Borrower's Note(s),
and MOHELA further agrees to purchase any and all such Serial Loans prior to the
newly determined graduation date
<PAGE>
or upon notification from CFSR I, provided the Serial Note meets all eligibility
requirements as of the Sale Date.

      (2) CFMS represents and warrants that all Student Loans offered for sale
to MOHELA are representative of CFSR I's portfolio as a whole, and have not been
selected to be offered for sale on the basis of the educational institutions
attended by, or the age, sex, race, national origin or place of residence of,
the Borrowers, or with respect to any other identifying characteristics of such
Borrowers.

      (3) CFO has collected or shall collect the amount of Origination Fees
authorized pursuant to Section 438 of the Higher Education Act and has paid or
shall pay such to the Secretary for the period in which such fees were
authorized to be collected and paid. CFO has made and shall make any Refund of
an Origination Fee which may be required pursuant to the Higher Education Act.

      (4) CFO or CFMS has reported or shall report the amount of the Guarantor
insurance premium authorized to be collected, and has paid or shall pay said
premium to the Guarantor with all rights therein inuring to MOHELA; and in the
event a Borrower withdraws within the period specified as qualifying for a
Cancellation or Refund by the Guarantor, CFMS agrees to apply for and forward
such Cancellation or Refund to MOHELA.

                                   ARTICLE VI
                          REPRESENTATION AND WARRANTIES

      Section 6.01. Representations, Warranties and Covenants by MOHELA. MOHELA
represents and warrants to, and covenants with, CFO, CFSR I or CFMS that:

      (1) MOHELA is a public instrumentality and body corporate and politic of
the state of Missouri created pursuant to the Act. MOHELA has authorized the
promulgation of this Agreement.

      (2) MOHELA has found and determined that its duties under the terms of
this Agreement will both further the purposes of the Act and the Higher
Education Act and be in the public interest by increasing the supply of money
available for the making of loans to students who are unable to finance their
post-secondary education through other methods.

      (3) MOHELA has complied with all of the provisions of the Constitution and
laws of the state of Missouri, including the Act, and has full power and
authority to consummate all transactions contemplated by this Agreement and any
and all other agreements relating thereto.

      (4) MOHELA shall deliver to CFMS, upon request, copies of the A133 audit
reports, or if not available the annual compliance audit as required by Section
428(b)(l)(4) of the Higher Education Act, as amended.

      Section 6.02. Representations, Warranties and Covenants of CFMS. CFMS
represents and warrants to MOHELA (and these warranties and representations
shall be deemed continuing and repeated as of the date each Student Loan shall
become subject to this Agreement) as follows:
<PAGE>
      (1) Existence: CFMS is a limited liability company duly organized and
validly existing and in good standing under the laws of Delaware, and is duly
qualified to do business in all jurisdictions where its failure to so qualify
would materially impair its ability to perform its obligations under this
Agreement.

      (2) Right to Act: No registration with or approval of any governmental
agency is required for the due execution and delivery or enforceability of this
Agreement. CFMS has legal power to execute and deliver this Agreement under the
laws of Virginia and to perform such Services and observe the provisions herein
under the laws of Virginia. By executing and delivering this Agreement, and by
performing and observing the provisions of this Agreement, CFMS will not violate
any existing provision of its Articles of Incorporation or its bylaws or any
applicable law or violate or otherwise become in default under any existing
contract or other obligation binding upon CFMS. The officers executing and
delivering this Agreement are duly authorized to do so, and this Agreement is
legally binding upon CFMS and enforceable against the CFMS in every respect.

      (3) Financial Condition: Since the date of CFMS's and Parent's last
audited financial statements, CFMS and Parent have conducted their business in
the ordinary course and in a manner consistent with past practice and, since
such date, there has not been any material adverse effect on the CFMS's or
Parent's financial condition, results of operation or assets. Each of the
balance sheets of CFMS and Parent provided to MOHELA fairly present the
financial position of CFMS and Parent as of their respective dates in accordance
with GAAP. Each of the statements of income and of cash flow of CFMS and Parent
provided to MOHELA fairly present the results of operations and cash flows, as
the case may be, of CFMS and Parent for the periods set forth in those
statements of income and cash flows, in each case in conformity with GAAP
consistently applied throughout the periods indicated.

      Neither CFMS nor Parent (i) has liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) that, individually or in
the aggregate, have had or could reasonably be expected to have a material
adverse effect on CFMS's or Parent's financial condition, results of operations
or assets; (ii) is insolvent; (iii) has made a general assignment for the
benefit of creditors; (iv) has suffered or permitted the appointment of a
receiver for its business and assets; (v) has become subject to a proceeding
under the bankruptcy or insolvency law, whether domestic or foreign; or (vi) has
liquidated, voluntarily or otherwise.

      (4) At the Sale Date, the Student Loans meet the terms and conditions of,
and have been processed in accordance with, the provisions of this Agreement and
the Higher Education Act, all fees or rebates due and payable to the Borrower,
Secretary or Guarantor have been paid in full, the payment of the principal of
and interest on the Student Loan is insured by the Secretary, or guaranteed by
the Guarantor and reinsured by the Secretary, and the applicable insurance or
guarantee is in full force and effect and is freely transferable and will inure
to the benefit of MOHELA;

      (5) All information furnished by CFMS on behalf of CFO or CFSR I to MOHELA
or its agents with respect to Student Loan is true, complete and correct as of
the Sale Date, and CFMS has no knowledge of any material misstatement or
omission in the material provided by
<PAGE>
the Borrower under the Student Loan, or of no counterclaim, offset, defense or
right to rescission that exists which can be asserted and maintained by the
Borrower under the Student Loan;

      (6) The Student Loan was made in compliance with all applicable local,
State and federal laws, rules, and regulations which govern the affairs of the
ELT and CFO for the making of such loans, and CFMS, acting on behalf of the ELT,
CFO and CFSR I, has exercised due diligence in making and servicing (to the
extent applicable) the Student Loan as required under the Higher Education Act
and the rules and regulations of the Guarantor, if applicable;

      (7) Except as indicated in paragraph (8) below, the Student Loan has not
been satisfied, subordinated or impaired, in whole or in part, except for the
payment of principal and interest as disclosed on a student loan transmittal
summary, and to the best of CFMS's knowledge and information, CFO or CFSR I have
not executed any instrument or release, cancellation, subordination, or
satisfaction with respect to the Student Loan;

      (8) The Student Loan is not subject to any existing assignment or pledge,
and will be transferred to an affiliate, Collegiate Funding Services Resources I
on the same day the Student Loan is funded by CFO. CFRS I will be the sole owner
and holder thereof subject to a security interest in the Student Loan by Lenders
under the Indenture, to which CFMS is a party. If the Student Loan is either to
be assigned or sold by CFSR I or its affiliate, notice of such action must be
given to CFSR I's creditor who then must grant permission for said assignment or
transfer. If said creditor grants permission, then CFSR I has the right and
authority to having good title thereto and full right and authority to assign
and transfer the same and to endorse and deliver all required documents, and
upon endorsement to MOHELA of the Note representing the loan, MOHELA will
acquire full right, title and interest to the loan, free and clear of all liens,
pledges or encumbrances;

      (9) No Event of Default is continuing and no event has occurred and is
continuing which would by the passage of time or giving of notice thereof
constitute an Event of Default under the Student Loan;

      (10) The terms, covenants and conditions of the Note have not been waived,
altered, impaired or modified in any respect which would materially affect the
value, validity, enforceability or prompt payment of the Student Loan; and as of
the Sale Date, neither CFO or CFSR I have done any act to create an offset,
defense or counterclaim to the Student Loan, including any limitation on the
obligation of the Borrower to pay the unpaid principal of and interest on the
Student Loan.

      (11) The List of CFMS Officers in Schedule E is true and correct as of the
date thereof.

      Section 6.03. Limitations Representations, Warranties and Covenants of
CFMS. If Article II of this Agreement is in effect, only Subsection (5), (6),
(7), (8), (9), (10) and (11) of Section 6.02 shall apply to CFO, or CFSR I.


      Section 6.04 Representations, Warranties and Covenants of CFO and CFSR I.
Relating to Student Loans to be Originated, Serviced, or Sold. CFO and CFSR I,
hereby represent and warrant to, and covenant with, MOHELA that:
<PAGE>
      (1) CFO and/or CFSR I, each acting through the Eligible Lender Trustee, is
an eligible lender authorized to make Student Loans through an eligible lender
trustee and is authorized to offer Student Loans in the State.

      (2) CFO and CFSR I are in good standing and qualified to do business under
the laws of the United States of America or the State and are qualified to carry
out the purposes of this Program.

      (3) CFO and CFSR I are not under any cease and desist order or other order
of a similar nature, temporary or permanent, of any federal, State or local
authority, nor are there any proceedings presently in progress or to its
knowledge contemplated which would, if successful, lead to the issuance of such
order, nor is there any action or proceeding pending or threatened against CFO
and CFSR I before any court or administrative agency that might have a
materially adverse effect on the ability of CFO and CFSR I to perform its
obligations under this Agreement.

      (4) CFSR I has read and understands the Program Standards which are a part
hereof.

      Section 6.05 Remedies. Whenever any Event of Default shall have occurred,
and is continuing, MOHELA shall take any one or more of the following remedial
steps:


      (1) In the event of occurrence of default under subsection (1), (2), (3),
(4), (8) and (9) of the definition of "Event of Default," MOHELA may notify CFO
or CFSR I in writing that it intends to rescind the purchase of the Student Loan
with respect to which such Event of Default occurs and CFO or CFSR I within one
month from the date of such notification shall pay upon delivery to it of such
Student Loan the sum of its principal balance at delivery to MOHELA less amounts
paid in reduction of the principal balance plus any interest and Special
Allowance payments accrued but unpaid, and any reasonable attorney's fee, legal
expenses, court costs or other expenses that might have been incurred by MOHELA
in connection with the Student Loan.

      (2) In addition to the remedies set forth above, MOHELA and CFMS shall
have all remedies available at law or in equity including, but not limited to,
rescission of this Agreement, equitable relief by way of injunction (mandatory
or prohibitory), recovery of damages for the failure of any representation made
herein, in order to prevent the breach or threatened breach of any provisions of
this Agreement, or to enforce performance thereof. No termination of this
Agreement shall affect the rights of MOHELA or CFO, CFSR I or CFMS pursuant to
this Section.

      (3) All of the remedies provided in this Section shall be cumulative, and
the exercise by MOHELA or CFO, CFSR I or CFMS of any one or more of them shall
not in any way alter or diminish the rights of MOHELA or CFO, CFSR I or CFMS to
any other remedy provided in this Agreement or by law. In the event of any such
default or breach by the MOHELA or CFO, CFSR I or CFMS of the Agreement, MOHELA
shall be entitled to reimbursement from the CFMS of all of its costs enforcing
any of such terms, including any reasonable or necessary attorney's fees.

      (4) MOHELA agrees that notwithstanding the provisions of this Section
6.05, it will allow the Agent a period of at least 30 days to cure any Event of
Default of CFMS' or CFO
<PAGE>
CFSR I's obligations under this Agreement or otherwise take any action that will
prevent termination of this Agreement or the exercise by MOHELA of its remedies
hereunder.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

      Section 7.01. Limitation on Liability. MOHELA shall exercise care and due
diligence in performing the services required by this Agreement. To the extent
that MOHELA is required to appear in, or is made a defendant in any legal action
or other proceeding commenced by a party other than CFMS with respect to any
matter arising hereunder or in connection herewith, CFMS shall indemnify and
hold MOHELA harmless from all loss, liability and expense (including reasonable
attorney's fees) except for any loss, liability or expense arising out of or
relating to MOHELA's acts, omissions or misconduct with regard to the
performance of services hereunder. MOHELA shall indemnify and hold each of CFMS,
CFO, CFSR I and the ELT harmless from all loss, liability and expense (including
reasonable attorney's fees) arising out of or relating to MOHELA's acts,
omissions, or misconduct with regard to the performance of services hereunder,
including, without limitation, the services and reports required to be provided
by MOHELA under Section 3.03 of this Agreement; provided that in no event shall
MOHELA, CFMS, CFO, or CFSR I be responsible or liable for any consequential or
special damages with respect to any matter whatsoever arising out of this
Agreement.

      Section 7.02. Confidentiality.


      (1) This Agreement and all schedules, exhibits, supplements and addendums
hereto are considered confidential by all parties hereto and must not be copied,
released or disclosed to anyone other than employees, accountants, attorneys, or
other professional advisors of the parties to this Agreement or government
agencies or entities having jurisdiction over one or both parties without the
written consent of the other party, except as otherwise required by applicable
law or as set forth in this Agreement.

      (2) All data, information, records, correspondence, reports or other
documentation relating to and identified with prospective, existing, or former
Borrowers of Student Loans under this Agreement, contained or reflected in loan
forms (including without limitation the application and/or promissory note) or
otherwise obtained received, prepared, generated or maintained by MOHELA or CFO,
CFSR I or CFMS in connection with this Agreement or necessary to complete,
process, fund service, or otherwise administer as Student Loan for CFO, CFSR I
or CFMS, is and shall remain confidential. MOHELA and CFO, CFSR I and CFMS
hereby agree to hold all Borrower information and each other's proprietary
information in the strictest confidence and not release or divulge such
information to any other party without prior written consent, except (i) to such
other parties as MOHELA or CFO, CFSR I or CFMS or the applicable Borrower
directs in writing, and (ii) as otherwise explicitly set forth in this
Agreement. MOHELA and CFO, CFSR I and CFMS understand and agree that it shall
only use confidential and proprietary information of the other party to perform
its duties under this Agreement and that MOHELA and CFO, CFSR I and CFMS shall
not directly or indirectly use, or suffer, permit or cause to be used, any such
information for any other purpose whatsoever. MOHELA and CFO, CFSR I and CFMS
shall exercise reasonable efforts to ensure that confidential treatment will be
accorded to such information. In the event that MOHELA or CFO, CFSR I or CFMS
becomes legally compelled to disclose any of MOHELA or CFO, CFSR I or CFMS'
confidential or proprietary information to third parties not contemplated above,
MOHELA or
<PAGE>
CFO, CFSR I and CFMS shall provide the non-disclosing party with prompt notice
before such information is disclosed so that the non-disclosing party may seek,
before such disclosure is made, a protective order or other appropriate remedy
at its own expense or waive compliance with this provision of the Agreement.

      Section 7.03. Privacy Compliance.


      (1) If directed and approved by CFO, CFSR I or CFMS, and agreed to by
MOHELA, which agreement shall not be unreasonably withheld, MOHELA may include
as a separate insert along with the mailing of each initial disclosure required
under Department of Education regulations for loans made in conjunction with the
Federal Family Education Loan Program, CFO and CFSR I customer information
privacy and opt-out policies and practices ("Lender's Initial Privacy Notice"),
and any other government required disclosure/information statement, as provided
by CFO, CFSR I or CFMS. In the alternative, at MOHELA's option, MOHELA may
provide CFO or CFSR I's Initial Privacy Notice to the Borrower at any earlier
point in the student loan transaction. MOHELA may incorporate CFO or CFSR I's
Initial Privacy Notice into the applicable on-line student loan application
service offered by MOHELA, if available.

      (2) If directed and approved by CFS, and agreed to by MOHELA, which
agreement shall not be unreasonably withheld, MOHELA may include CFO or CFSR I's
customer information privacy and opt-out policies and practices ("Lender's
Annual Privacy Notice"), and any other government required
disclosure/information statement, as a separate insert along with the mailing of
a borrower statement or other MOHELA generated document(s) to the Borrower as
MOHELA deems appropriate, or in the alternative, at MOHELA's option, as a
separate mailing. MOHELA may provide electronic delivery, if available, of CFO
or CFSR I's Annual Privacy Notice to Borrowers.

      (3) If directed and approved by CFO, CFSR I or CFMS, and agreed to by
MOHELA, which agreement shall not be unreasonably withheld, MOHELA will, provide
a copy of CFO or CFSR I's Initial and Annual Privacy Notices,"), and any other
government required disclosure/information statement, to all of CFO or CFSR I's
existing Borrowers whose loans MOHELA services on behalf of the CFMS.

      (4) CFMS and CFSR I hereby agrees that MOHELA will not be responsible or
held liable for the content of CFO or CFSR I's Initial Privacy Notice or CFO or
CFSR I's Annual Privacy Notice and will not be responsible or held liable for
performing any administrative, communicative, tracking or servicing functions,
and CFMS hereby agrees not to request or demand such activity from MOHELA, with
regard to CFO or CFSR I's opt-out policies and practices other than distribution
of said opt-out policies and practices as set forth above in this Agreement.
CFMS shall be solely responsible and liable for administering, communicating,
tracking and servicing all opt-out functions and shall notify all of its
Borrowers that Borrower communication regarding opt-out shall be directed
exclusively to CFO or CFSR I's. MOHELA will, however, use its best efforts in
timely forwarding to CFMS any inadvertent Borrower communication received by
MOHELA indicating the Borrower's election to opt-out of the sharing of Borrower
information by or among CFO or CFSR I's, its affiliates, agents and
<PAGE>
subcontractors. CFMS shall further agree to perform its opt-out practices and
administer its opt-out policies on its own in accordance with all applicable
federal, state and local statutes, laws, rules, regulations, ordinances, orders,
writs, injunctions or decrees and agrees to indemnify, defend and hold MOHELA
harmless (including paying for all costs and attorney fees) for any and all
actions, charges, complaints or claims made by any third party, including but
not limited to a Borrower or regulator, against MOHELA for CFO or CFSR I's'
failure to perform said opt-out function either completely or properly or for
the content of CFO or CFSR I's Initial Privacy Notice and/or CFO or CFSR I's
Annual Privacy Notice. CFMS is solely responsible for providing MOHELA a copy,
and all updated versions, of its Initial and Annual Privacy Policies in a timely
manner and in a format acceptable to MOHELA.

      (5) Each party agrees and hereby consents in cooperating and assisting the
other party in complying with all applicable federal, state and local statutes,
laws, rules, regulations, ordinances, orders, writs, injunctions or decrees,
including but not limited to the following in so far they apply to the Federal
Family Education Loan Program or the alternative (private) student loan program,
the Equal Credit Opportunity Act, the Federal Reserve Board's Regulation B, the
Fair Credit Reporting Act, the Truth-in-Lending Act, Regulation Z, the Fair Debt
Collection Practices Act, the Gramm-Leach-Bliley Act, Electronic Signatures in
Global and National Commerce Act, and all other state and federal
nondiscrimination, truth-in-lending, usury, electronic transaction, consumer
privacy, consumer credit, consumer protection and credit opportunity laws and
regulations, applicable to the performance by MOHELA or CFO, CFSR I or CFMS
respectively in originating, disbursing, servicing, collecting, reporting,
recordkeeping or other duties and obligations with respect to Student Loans.

      (6) Should CFMS fail to direct or elect not to have MOHELA provide CFO or
CFSR I's Initial and/or Annual Privacy Notice to CFO or CFSR I's Borrowers, then
CFMS shall agree and warrant to perform such function on its own in accordance
with all applicable laws and regulations governing same and CFO, CFSR I and CFMS
shall further agree to indemnify, defend and hold MOHELA harmless (including
paying for all costs and attorney fees) for any and all actions, charges,
complaints or claims by any third party, including but not limited to a Borrower
or regulator, against MOHELA for CFMS's failure to perform said notification to
the Borrower or failure to perform said notification to the Borrower properly,
adequately or completely. MOHELA may charge a fee to CFMS for some or all of the
services described above, not to exceed the approximate cost of said services,
at its sole discretion.

      Section 7.04. Waivers and Modifications. The terms and conditions of this
Agreement cannot be waived or modified unless done so in writing with such
written waiver or modification being signed by all parties hereto. CFO, CFSR I
or CFMS' inaction or failure to demand strict performance by MOHELA shall not
later be deemed to be a waiver by CFO, CFSR I or CFMS of strict performance.

      Section 7.05. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Missouri without regard to its
conflicts of laws rules.


      Section 7.06. Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute but one and the same instrument.
<PAGE>
      Section 7.07. Severability. In the event any provision of this Agreement
shall be held to be invalid or unenforceable such determination shall not affect
any other provision of this Agreement but all other such provisions shall
continue to be binding upon the parties hereto.

      Section 7.08. Notices. All notices, reports or other communications
required hereinunder shall be deemed to be sufficiently given when delivered to
the address of the party receiving the same as indicated below or when deposited
in the United States mail, postage prepaid and addressed to the address
indicated below. All notices and other correspondence to CFMS shall be sent to:
Collegiate Funding Master Servicing, LLC, 100 Riverside Parkway, Fredericksburg,
VA 22406.

All notices and other correspondence to MOHELA shall be sent to: MOHELA, 633
Spirit Drive, Chesterfield, Missouri 63005-1243, ATTN: Executive Director

In the event the address of either party shall change, such party shall give the
other written notice thereof, including the new address to which all notices,
reports or other communications are to be sent.

      Section 7.09. Assignment. Neither party shall have the right to assign, in
whole or in part, any part of this Agreement without the prior written consent
of the other party, which shall not be unreasonably withheld. This Agreement
shall be binding upon and inure to the benefit of the parties and their assigns
and successors in interest. Notwithstanding the foregoing, MOHELA acknowledges
that each of CFSR I and the ELT has assigned or will assign to the Indenture
Trustee, its successor or successors and its or their assigns, for the benefit
of the Secured Parties (as defined in the Indenture), a security interest in all
right, title and interest of CFSR I and the ELT under this Agreement. MOHELA
acknowledges and consents to CFSR I and the ELT granting such security interest
and to the Indenture Trustee exercising all of its rights and remedies with
respect thereto and agrees that this Agreement will not be amended without the
prior written consent of the Indenture Trustee.

      Section 7.10. Forwarding Communications. CFO, CFSR I, and CFMS agrees to
forward to MOHELA any documents or notices of activity pertaining to Student
Loans immediately upon receipt.


      Section 7.11. Arbitration. In the event any dispute arises between the
parties concerning this Agreement or the performance of either party hereunder,
such dispute, at the request of either party, shall be submitted to binding
arbitration in St. Louis, Missouri. Such arbitration shall be conducted under
the rules and auspices of the American Arbitration Association and shall be
conducted by an arbitrator acceptable to both parties selected from a list
provided by the American Arbitration Association. The decision of the arbitrator
shall be binding and enforceable in a court of competent jurisdiction. In making
its award, the arbitrator may award costs and attorney fees to either party.

      Section 7.12. Force Majeure. MOHELA and CFO, CFSR I, and CFMS shall be
excused from any breach of or failure to perform under this Agreement if
performance is prohibited or prevented by an applicable law, rule or regulation;
or if such breach or failure results from any acts of God, strikes or other
labor disputes, failures of third parties, war, riots or civil
<PAGE>
disturbances of any cause beyond its reasonable control which hinders or
prevents its performance under this Agreement.

      Section 7.13. Third Party Beneficiary. MOHELA agrees that each of the
Agent, CFO, CFSR I, CFMS, the Program Support Providers, the Indenture Trustee,
and the Secured Parties (as such term is defined in the Indenture) shall be a
third party beneficiary of this Agreement with a right to enforce the provisions
of the Agreement as though it were CFMS, CFO, CFSR I or the ELT hereunder as
such provisions relate to the Student Loans and the obligations of MOHELA with
respect thereto. MOHELA agrees that in the event, or as a result, of the
exercise of any security interest in the Student Loans granted by CFSR I or the
ELT, any applicable Secured Party becomes the legal owner of any Student Loans,
MOHELA will continue to service the Student Loans for the benefit of such
applicable Secured Party in accordance with the terms of, and at the fees set
forth herein; provided that the applicable Secured Party pays, or causes to be
paid, all the fees owing to MOHELA under this Agreement and the obligations of
CFMS, CFO, CFSR I or the ELT under this Agreement are performed, or caused to be
performed, by the applicable secured lender. Nothing herein shall require the
applicable Secured Party to assume any obligations of CFMS, CFO, CFSR I or the
ELT. MOHELA hereby consents to the assignment by CFMS, CFO, CFSR I or the ELT of
their rights under this Agreement to the applicable Secured Party and agrees
that it will continue to service the Student Loans for the benefit of the
applicable Secured Party notwithstanding any right that MOHELA may have to
terminate this Agreement due to any breach or inaction on the part of CFMS, CFO,
CFSR I or the ELT, provided that within five (5) Business Days after the
applicable Secured Party shall receive written notice from CFMS of such right to
terminate, the applicable Secured Party agree to fulfill the conditions to such
continued servicing and cure any material breach of this Agreement by CFMS, CFO,
CFSR I or the ELT. MOHELA hereby acknowledges that it has received notice from
CFSR I that the Secured Parties maintain a security interest in the Student
Loans. In any event, MOHELA shall provide the applicable Secured Party with a
copy of any notice of a proposed termination of this Agreement simultaneously
with the delivery of such notice to CFMS, CFO, CFSR I or the ELT.

      Section 7.14. No Petition. Each party hereto, by entering into this
Agreement, covenants and agrees that it will not at any time institute against
CFSR I, or join in any institution against CFSR I, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligation relating to this Agreement.

      Section 7.15. Foreclosure upon Loans by a Secured Party. In the event that
a Secured Party exercises its rights as secured party under Financing Documents
with respect to any of the Loans (a "foreclosure"), CFO or CFSR I will give
MOHELA prompt notice of such foreclosure and, where possible, will give MOHELA
advance notice of such Secured Party's intent to effect such foreclosure, in
each case specifying the effective date of such foreclosure and, if all of the
Loans relating to a particular Financing will not be foreclosed upon, which
Loans are or will be foreclosed upon, provided, however, that any failure to
provide such notice will not constitute a breach such as would excuse MOHELA's
performance hereunder. MOHELA agrees to continue to service all Loans foreclosed
upon under the same terms and conditions of this Agreement, for the balance of
the term of this Agreement, whether such Loans are transferred to such Secured
Party or sold to another party, provided that such Secured Party or purchaser
has provided
<PAGE>
satisfactory assurances to MOHELA that it's servicing fees will be paid and that
all of CFO and CFSR I's obligations will be fulfilled hereunder on a current
basis.

      Section 7.16 Change of Services. MOHELA reserves the right to change any
part or all of the services in connection with this Agreement provided that such
change shall not abrogate or in any way modify the obligations of MOHELA under
this Agreement, including without limitation the quality of the services
provided or the compliance requirements hereunder.

      Section 7.17. License. CFO and CFSR I grants MOHELA a royalty free,
non-exclusive license to use its intellectual property relating to its
identifying trade and service marks, including but not limited to, all related
CFO or CFSR I names(s) and logos and consents to use of same in all
applications, documents and programs related to the services provided in this
Agreement.

      Section 7.18 Covenants. CFO and CFSR I and any related persons (within the
meaning of Section 144 (a)(3) of the Code) shall not at any time, pursuant to
any arrangement formal or informal, purchase and hold for its own account any
Bonds in an amount related to the amount of Student Loans to be originated by
CFO pursuant to this Agreement.

      Section 7.19. Entire Agreement. This Agreement embodies the entire
Agreement between the parties concerning the subject matter hereof. It is
understood and agreed that the representations, warranties and covenants set
forth in this Section shall survive the sale of the Student Loans by CFSR I to
MOHELA and that the representations and warranties shall inure to the benefit of
the transferees and assigns of MOHELA. This Agreement may be signed by the
parties hereto in duplicate copies with signatures on separate pages and which
may be a fax copy of an original, but all of which, taken together, shall
constitute one and the same instrument.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED
BETWEEN THE PARTIES.

                                  MOHELA

                                  By:/s/Michael J. Cummins
                                     --------------------------------
                                           Michael J. Cummins
                                           Executive Director, MOHELA

                                  Collegiate Funding Master Servicing, LLC

                                  By:/s/Kevin Landgraver
                                     --------------------------------
                                           Kevin Landgraver
                                           Treasurer
<PAGE>
                                  U.S. Bank National Association, as Trustee for
                                  Collegiate Funding Originations, LLC


                                  By:/s/Daniel R. Bley
                                     --------------------------------
                                  Daniel R. Bley
                                  Vice President & Trust Officer

                                  US Bank National Association as Trustee for
                                  Collegiate Funding Services Resources I, LLC

                                  By: /s/Daniel R. Bley
                                      -------------------------------
                                           Daniel R. Bley
                                           Vice President & Trust Officer

                                  Collegiate Funding Originations, LLC

                                  By:/s/Kevin Landgraver
                                     --------------------------------
                                           Kevin Landgraver
                                           Treasurer

                                  Collegiate Funding Services Resources I, LLC

                                  By:/s/Kevin Landgraver
                                     --------------------------------
                                           Kevin Landgraver
                                           Treasurer
<PAGE>
                                                                      SCHEDULE A

                 GUARANTEE PROCESSING, LOAN ORIGINATION AND LOAN
                           DISBURSEMENT SERVICES FEES

1. MOHELA will provide its guarantee processing and disbursement service for a
fee of [****] dollars and [****] cents ($[****]) per Disbursement, to a maximum
of [****] dollars ($[****]) for Guaranteed Student Loans requiring two or more
Disbursements within an Academic Year, provided that CFO agrees to implement an
ACH (Automated Clearinghouse) process with MOHELA.

In the case of PLUS loans, because MOHELA purchases the loan immediately after
full Disbursement, there is no guarantee processing and disbursement fee
charged.

MOHELA reserves the right to levy a per item cancellation charge of [****]
dollars ($[****]) per canceled origination instrument, should excess
cancellation situations warrant assessment of said charges.

Any disbursement fees charged CFO will be in addition to MOHELA's regular fee
charged to CFMS for interim loan servicing.

With the exception to paragraph 3 & 4 above, MOHELA agrees to waive the fees
contained in this schedule for a three-year period beginning January, 2004.

The parties hereto agree to the aforementioned fees.

                                  MOHELA

                                  By:/s/Michael J. Cummins
                                     --------------------------------
                                           Michael J. Cummins
                                           Executive Director, MOHELA

                                  Collegiate Funding Master Servicing, LLC

                                  By:/s/Kevin Landgraver
                                     --------------------------------
                                           Kevin Landgraver
                                           Treasurer

                                  U.S. Bank National Association, as Trustee for
                                  Collegiate Funding Originations, LLC

                                  By:/s/ Daniel R. Bley
                                     -----------------------------------------
                                           Daniel R. Bley
                                           Vice President & Trust Officer
<PAGE>
                                  Collegiate Funding Originations, LLC

                                  By:/s/Kevin Landgraver
                                     --------------------------------
                                           Kevin Landgraver
                                           Treasurer
<PAGE>
                                                                      SCHEDULE B

                         CUSTOMER IDENTIFICATION POLICY
                    MISSOURI HIGHER EDUCATION LOAN AUTHORITY
                                    (MOHELA)

It is the policy of MOHELA to maintain maximum compliance with the Customer
Identification Program pursuant to Section 326 of the USA Patriot Act. The
Privacy Officer, as appointed by the Board of Directors, will be responsible to
oversee the Customer Identification Program for MOHELA.

This policy shall apply to all new educational loan borrowers applying for the
Federal Family Educational Loan Program (FFELP Stafford or PLUS) or MOHELA's
CASHLoan program using MOHELA's systems and services after the date of the
adoption of this policy, which is September 22, 2003, with an effective date of
October 1, 2003. Educational loan borrowers who have previously had or have a
relationship with MOHELA through its loan origination, servicing products or
educational loan borrowers whose loans are acquired through MOHELA's loan
purchase will not be subject to the requirements of this policy providing MOHELA
staff is reasonably assured they know the true identity of the educational loan
borrower. This policy will also apply to educational institutions seeking a line
of credit or other financing to fund School As Lender programs.

It is the policy of MOHELA to obtain identifying information about every new
educational loan borrower. MOHELA will obtain the following:

            Individual's name;

            Individual's date of birth;

            Individual's residence address (permanent address)

            If the educational loan borrower is a U.S. person, the individual's
            social security number. If the educational loan borrower is a
            non-U.S. person at least one of the following: U.S. taxpayer
            identification number; a passport number and country of issuance; an
            alien identification card number and country of issuance or any
            other government-issued document evidencing nationality or residence
            and bearing a photograph or similar safeguard.

If the customer is not an educational loan borrower, MOHELA will obtain the
following:

            Customer's name;

            Address of the customer's principal place of business, local office,
            or other physical location.

            U.S. tax identification number and/or Department of Education OE#

      MOHELA shall not establish an account relationship with an educational
loan borrower or educational institution until the required information about
the educational loan borrower or educational institution is obtained and
verified.

MOHELA shall verify the identity of every new educational loan borrower or
educational institution at the time of application and prior to opening the
account. MOHELA shall adopt
<PAGE>
procedures for verifying the identity of each new educational loan borrower or
educational institution that are sufficient to enable MOHELA to form a
reasonable belief that it knows the true identity of the new educational loan
borrower or educational institution. The procedures shall be based on the risk
presented by the various products and services that MOHELA offers.

Independent testing for compliance to the requirements of the Customer
Identification Program will be completed annually.

Training will be provided to all FFELP Loan Origination staff, CASHLoan
Origination staff and those responsible for contracting with new FFELP or
CASHLoan lenders.

It is the policy of MOHELA to adhere to the following recordkeeping
requirements.

      (1)   All identifying information (name, date of birth, address, Social
            Security or Alien Residence Number) must be maintained for five
            years after the account is closed. This information can be stored
            electronically.

      (2)   The following will be retained for five years after the record is
            created:

            a.    A description of any non-documentary methods used and the
                  result (credit report, school certification, etc.);

            b.    Description of how any substantial discrepancies were
                  resolved.

It is the policy of MOHELA to provide educational loan borrowers or educational
institutions with adequate notice that the information being requested will be
used to verify their identities. The notice will be given orally to educational
loan borrowers seeking pre-credit approval over the phone. The notice will
appear on MOHELA's web site prior to the completion of a credit pre-approval
application, CASHLoan or FFELP application/promissory note, and in the paper
copy of same.

It is the policy of MOHELA to determine whether the educational loan borrower or
educational institution appears on any list of known or suspected terrorists or
terrorist organizations within a reasonable period of time after the account is
opened, or earlier, if required by another Federal law or regulation.
<PAGE>
                                                                      SCHEDULE C

          INSERT SOFT COPY OF SAFE DEPOSIT CO / MOHELA AGREEMENT HERE.
<PAGE>
(LOGO)

The SAFE DEPOSIT COMPANY

                                 ACKNOWLEDGEMENT

Whereas, The Safe Deposit Company ("SDC") and the Missouri Higher Education Loan
Authority ("MOHELA") have entered into an Agreement dated November 19, 1992,
under which SDC will perform certain custodial services for MOHELA with respect
to all original documents delivered to SDC for storage and safekeeping; and

Whereas, MOHELA has entered into an Agreement with Collegiate Funding
Origination, LLC ("CFO"), Collegiate Funding Resources I, LLC ("CFSR I"), U. S.
Bank National Association as eligible lender trustee for CFO and CFSR I ("ELT"),
Collegiate Funding Master Servicing, LLC ("CFMS") (collectively referred to as
the "CFS Parties") and MOHELA dated as of February 2004 (the "Agreement")
wherein MOHELA will provide origination, disbursement, interim subservicing to
CFO. CFSR I, CFMS and the ELT until such time as the Student Loans originated
thereunder are sold to MOHELA; and

Whereas the CFSR I has pledged all of its right, title and interest in, to and
under the Student Loans and related assets to an Indenture Trustee under a
certain Indenture dated as of July 23, 2003 (as amended, restated, supplemented
or otherwise modified from time to time) (the "Indenture") between CFSR I, the
"Lenders" party thereto, Citicorp North America, Inc., as Agent for Lenders, the
ELT, U.S. Bank National Association as Indenture Trustee (the "Indenture
Trustee"), CFMS and Collegiate Funding Portfolio Administration, LLC; and

Whereas, SDC in performing custodial services for MOHELA will also be performing
the same services for CFSR I and will be holding the documentation and related
assets for the Student Loans owned by CFSR I as custodian for CFSR I, such
Student Loans and related assets being subject to the security interest of the
Indenture Trustee under the Indenture; and

Whereas, in order to perfect the security interest of the indenture Trustee
under the Indenture, SDC must acknowledge that it is holding said Student Loans
and relate assets for the Indenture Trustee.

Now, therefore, in consideration of the recitals, agreements referred to above,
and the mutual benefits to be derived therefrom

I, Julie L Scott , the Vice President of The Safe Deposit Company, do hereby
acknowledge that all documentation of the Student Loans and related assets
forwarded to SDC by MOHELA on behalf of CFSR I under the Agreement shall be held
for the Indenture Trustee under the Indenture and be subject to the security
interest of the Indenture Trustee and shall be appropriately marked so that the
security interest in said Student Loans and related assets ids perfected under
the laws of the state of Missouri.
<PAGE>
Dated:        2/3/04                          Safe Deposit Company
         ------------------


                                              By:            /s/  Julie L. Scott
                                                       -------------------------
<PAGE>
                                                                      SCHEDULE D

                           SERVICING FEES AND EXPENSES

1. The fee shall be paid quarterly;

2. The minimum fee shall be $[****] per month;

3. The fee shall be calculated each month at the rate of $[****] times the total
number of Borrowers of all Student Loans held by CFO or CFSR I and serviced by
MOHELA in such month;

4. MOHELA will send CFMS, not more than 30 days after the end of each Billing
Period, an invoice for services rendered during the previous Billing Period or
fraction thereof and such invoice shall be payable within 30 days of date of
receipt of invoice by CFMS.;

5. MOHELA may modify its fee schedule by giving CFMS sixty (60) days written
notice in advance of the effective date of such change; and

6. At the CFMS' request, MOHELA may elect to perform additional services for
CFMS. CFMS agrees to pay MOHELA its actual expenses for performing those
additional services.

7. With the exception of paragraph 6 above, MOHELA agrees to waive the fees
contained in this schedule for a three-year period beginning January, 2004.
<PAGE>
The parties hereto agree to the aforementioned servicing fees and expenses.

                                         MOHELA

                                         By:/s/Michael J. Cummins
                                            --------------------------------
                                                  Michael J. Cummins
                                                  Executive Director, MOHELA

Attest:
By:/s/Charles Terribile
   --------------------
Charles Terribile
Secretary

                                        Collegiate Funding Master Servicing, LLC

                                        By:/s/Kevin Landgraver
                                           --------------------------------
                                                 Kevin Landgraver
                                                 Treasurer
<PAGE>
                                                                      SCHEDULE E

                    COLLEGIATE FUNDING MASTER SERVICING, LLC
                                LIST OF OFFICERS

PRESIDENT                                              J. Barry Morrow
SECRETARY                                              Bruce Rubin
ASSISTANT SECRETARY                                    Charles L. Terribile
TREASURER                                              Kevin Landgraver