<PAGE>

                                                                    EXHIBIT 10.1




                     SERVICING AND ADMINISTRATION AGREEMENT*


                                      among


                          EDUCATION LOANS INCORPORATED,
                                    as Issuer


                        STUDENT LOAN FINANCE CORPORATION,
                          as Servicer and Administrator


                                       and


                         U.S. BANK NATIONAL ASSOCIATION,
                                   as Trustee


                         ------------------------------

                          Dated as of December 1, 1999

                         ------------------------------






----------
* As amended by an Amendment No. 1 to Servicing Agreement, dated as of December
1, 2000, and an Amendment No. 2 to Servicing Agreement, dated as of July 1,
2001.
<PAGE>

                     SERVICING AND ADMINISTRATION AGREEMENT

         THIS SERVICING AND ADMINISTRATION AGREEMENT (the "Agreement") entered
into as of the 1st day of December, 1999 by and among Student Loan Finance
Corporation, a corporation organized under the laws of the State of South Dakota
("SLFC," and, in its capacity as servicer hereunder, the "Servicer," and, in its
capacity as administrator hereunder, the "Administrator"), Education Loans
Incorporated, a corporation organized under the laws of the State of Delaware
(the "Issuer"), and U.S. Bank National Association, a national banking
association headquartered in Minneapolis, Minnesota, in its capacity as trustee
under the Indenture hereinafter referred to (the "Trustee").

                               W I T N E S E T H:

         WHEREAS, the Servicer services student loans ("Student Loans") which
have been (1) guaranteed under a guaranty program established by a state or a
private nonprofit corporation pursuant to the requirements of the Higher
Education Act of 1965, as amended from time to time, and the rules and
regulations promulgated thereunder (the "Higher Education Act")(such Student
Loans being herein referred to as "FFELP Loans"), or (2) have been originated
under certain loan programs (the "Alternative Loan Programs") established by
SLFC to make amounts available for the post-secondary education of eligible
students in excess of the amounts available through FFELP Loans (such Student
Loans being herein referred to as "Alternative Loans"); and

         WHEREAS, SLFC has established its Student Loan Purchase Program
pursuant to which it acquires or causes the acquisition of certain Student Loans
from lenders ("Lenders") eligible to originate or hold such Student Loans under
the Higher Education Act or under an Alternative Loan Program, as applicable;
and

         WHEREAS, pursuant to SLFC's Student Loan Purchase Program, the Issuer
has entered into or will enter into Student Loan Purchase Agreements ("Issuer
Student Loan Purchase Agreements") (1) with certain Lenders pursuant to which
the Issuer agrees to cause the purchase of FFELP Loans by the Trustee (for the
account and on behalf of the Issuer) from such Lenders, and (2) with SLFC
pursuant to which the Issuer has agreed to cause the purchase of Alternative
Loans by the Trustee (for the account and on behalf of the Issuer) from SLFC;
and

         WHEREAS, pursuant to SLFC's Student Loan Purchase Program, GOAL
Funding, Inc., a Delaware corporation ("GOAL Funding"), has entered into or will
enter into Student Loan Purchase Agreements ("GOAL Funding Student Loan Purchase
Agreements" and, together with the Issuer Student Loan Purchase Agreements,
collectively the " Student Loan Purchase Agreements") (1) with certain Lenders
pursuant to which GOAL Funding agrees to cause the purchase of FFELP Loans by
U.S. Bank National Association, as trustee for GOAL Funding (in such capacity,
the "GOAL Funding Trustee") (for the account and on behalf of GOAL Funding) from
such Lenders, and (2) with SLFC pursuant to which GOAL Funding has agreed to
cause the purchase of Alternative Loans by the GOAL Funding Trustee (for the
account and on behalf of GOAL Funding) from SLFC; and


                                       1
<PAGE>

         WHEREAS, SLFC, as servicer and administrator (in such capacities, the
"GOAL Funding Servicer"), has, pursuant to a servicing and administration
agreement with GOAL Funding and the GOAL Funding Trustee (the "GOAL Funding
Servicing Agreement"), agreed to service the Student Loans originated on behalf
of GOAL Funding or purchased by GOAL Funding under the GOAL Funding Student Loan
Purchase Agreements while such Student Loans are pledged under GOAL Funding's
warehouse financing; and

         WHEREAS, the Issuer will enter into Transfer Agreements ("Transfer
Agreements") with the Trustee, GOAL Funding and the GOAL Funding Trustee,
pursuant to which the Issuer will purchase from GOAL Funding FFELP Loans and
Alternative Loans previously originated on behalf of GOAL Funding or purchased
pursuant to GOAL Funding Student Loan Purchase Agreements ("GOAL Funding Student
Loans") and will be assigned all right, title and interest of GOAL Funding in
such agreements with respect to the Student Loans so sold; and

         WHEREAS, under certain circumstances, the Issuer also will cause the
origination of Student Loans by the Trustee (for the account and on behalf of
the Issuer) (Student Loans purchased or originated under the Indenture
hereinafter described are herein referred to as "Financed Student Loans"); and

         WHEREAS, the Issuer initially will obtain funds necessary to originate
and purchase Student Loans through the issuance, pursuant to an Indenture of
Trust, dated as of December 1, 1999 (as amended or supplemented, the
"Indenture"), between the Issuer and the Trustee, as Trustee, of its Student
Loan Asset-Backed Notes, Senior Series 1999-1A and B and Subordinate Series
1999-1C (the "Series 1999-1 Notes," and, together with any additional notes
issued under the Indenture, the "Notes"); and

         WHEREAS, the principal of and interest on the Notes is to be paid from
repayment of Financed Student Loans and other trust assets pledged under the
Indenture; and

         WHEREAS, the Issuer wishes to provide for the origination, acquisition
and servicing of the Financed Student Loans in the manner provided in the
Student Loan Purchase Agreements and the Indenture; and

         WHEREAS, copies of (i) the executed Student Loan Purchase Agreements,
(ii) the executed Transfer Agreements and (iii) the Indenture have been or will
be furnished to the Servicer; and

         WHEREAS, the Issuer wishes to retain the Servicer to provide services
in connection with the origination, acquisition, servicing and collection of the
Financed Student Loans in accordance with the requirements of the Higher
Education Act, the Guarantee Program, the Alternative Loan Programs, the Student
Loan Purchase Agreements, the Transfer Agreements and the Indenture, and the
Servicer is willing to undertake such obligations on the terms hereinafter
specified; and

         WHEREAS, the Issuer wishes to retain the Administrator to perform other
administrative requirements on behalf of the Issuer, including those required to
allow the Issuer to satisfy certain requirements under the Indenture;


                                       2
<PAGE>

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

         1. Term. The term of this Agreement shall commence as of the date
hereof and shall continue for so long as any of the Notes shall remain
Outstanding, unless this Agreement is terminated in accordance with the terms
hereof.

         2. Definitions. In addition to terms elsewhere defined in this
Agreement, and except as otherwise provided herein or as the context may
otherwise require or suggest, initially capitalized terms used herein shall have
the meanings assigned thereto in the Indenture, or if not defined therein, in
the Student Loan Purchase Agreements.

         3. Agreement to Provide Services with respect to Financed Student
Loans; Cooperation.

         a.       The Servicer shall provide services to the Issuer in
                  connection with the origination and acquisition of Student
                  Loans to be Financed in accordance with this Agreement. The
                  Servicer shall commence servicing the Financed Student Loans
                  as of the day they are Financed and shall service the Financed
                  Student Loans in accordance with this Agreement. The Servicer
                  may perform all or part of its origination, acquisition, and
                  servicing activities hereunder through a subcontractor. The
                  Servicer shall perform or shall cause its subcontractor to
                  perform all services hereunder in compliance with the Higher
                  Education Act, applicable requirements of each Guarantee
                  Agency and each Alternative Loan Program and all other
                  applicable federal, state and local laws and regulations. The
                  Servicer shall be responsible for the performance of its
                  obligations hereunder, whether such obligations are performed
                  by the Servicer or by its subcontractor, and the Servicer
                  shall be responsible for any fees and payments required by the
                  subcontractor. A subcontractor shall agree to reasonable
                  audits, examinations and inspections with respect to the
                  performance of its activities on behalf of the Servicer. The
                  Servicer shall provide the Issuer and the Trustee with prior
                  written notice of any subcontractor relationship (other than
                  the existing relationships with AFSA Data Corporation and
                  Great Lakes Higher Education Servicing Corporation). No such
                  subcontractor relationship (other than the existing
                  relationships with AFSA Data Corporation and Great Lakes
                  Higher Education Servicing Corporation) shall be entered into
                  unless the Trustee has received written confirmation from each
                  Rating Agency that such relationship will not result in the
                  reduction or withdrawal of the rating on any Note.

         b.       The Issuer and the Trustee shall, in accordance with the
                  provisions of the Indenture, cooperate with the Servicer in
                  delivering or causing to be delivered Financed Student Loans
                  to the Servicer for origination, acquisition and servicing in
                  accordance with this Agreement.


                                       3
<PAGE>

         4. Acquisition Process. The Issuer, the Trustee and the Servicer agree
that:

         a.       Unless and until otherwise directed in writing by the Issuer,
                  the Servicer shall provide to the Trustee all certificates and
                  directions required to be delivered by the Issuer to the
                  Trustee under the Indenture in connection with the Financing
                  through acquisition of Eligible Loans and Student Loans
                  thereunder.

         b.       (1) Pursuant to the Issuer Student Loan Purchase Agreements,
                  the Servicer will, on behalf of the Issuer and the Trustee,
                  require that each Lender (in the case of FFELP Loans) or SLFC
                  (in the case of Alternative Loans) transfer to the Servicer or
                  the Servicer's bailee (or, in the case of the promissory notes
                  relating to Alternative Loans, to the Trustee or a custodian
                  designated by the Trustee or, to the extent not required under
                  the Indenture to be transferred to the Trustee, to the
                  Servicer or the Servicer's Bailee), on or before each
                  applicable Loan Purchase Date, physical custody and possession
                  of documentation and information relating to Student Loans
                  scheduled to be sold to the Trustee on behalf of the Issuer on
                  each such Loan Purchase Date. Such documentation and
                  information so transferred will include (i) the documents
                  described in Exhibit A (in the case of Issuer Student Loan
                  Purchase Agreements relating to Alternative Loans) or Exhibit
                  B (in the case of Issuer Student Loan Purchase Agreements
                  relating to FFELP Loans) attached to the Issuer Student Loan
                  Purchase Agreements (the "Loan Documents"), and (ii) such
                  additional documentation or information relating to the
                  Student Loans as the Servicer shall reasonably require for the
                  purpose of allowing the Student Loans to be properly serviced
                  by the Servicer.

                  (2) Pursuant to the Transfer Agreements, the Servicer will, on
                  behalf of the Issuer and the Trustee, require that GOAL
                  Funding transfer, or cause to be transferred, to the Servicer
                  or the Servicer's bailee (or, in the case of the promissory
                  notes relating to Alternative Loans, to the Trustee or a
                  custodian designated by the Trustee or, to the extent not
                  required under the Indenture to be transferred to the Trustee,
                  to the Servicer or the Servicer's Bailee), on or before each
                  applicable Loan Purchase Date (which term, as used in this
                  Agreement with respect to the purchase of Financed GOAL
                  Funding Student Loans, means the date of purchase of such
                  loans under the applicable Transfer Agreement), physical
                  custody and possession of documentation and information
                  relating to Student Loans scheduled to be sold to the Trustee
                  on behalf of the Issuer on each such Loan Purchase Date. Such
                  documentation and information so transferred will include (i)
                  the documents described in Exhibit A (in the case of GOAL
                  Funding Student Loan Purchase Agreements relating to
                  Alternative Loans) or Exhibit B (in the case of GOAL Funding
                  Student Loan Purchase Agreements relating to FFELP Loans)
                  attached to the GOAL Funding Student Loan Purchase Agreements
                  (the "Loan Documents"), and (ii) such additional documentation
                  or information relating to the Student Loans as


                                       4
<PAGE>

                  the Servicer shall reasonably require for the purpose of
                  allowing the Student Loans to be properly serviced by the
                  Servicer.

         c.       Within a reasonable period after delivery to the Servicer (but
                  in no event longer than 10 Business Days unless otherwise
                  expressly agreed) of the documentation and information
                  relating to the Student Loans identified in Section 4(b)
                  above, the Servicer shall (i) establish and maintain all
                  records delivered to the Servicer with respect to each
                  Financed Student Loan, and complete records of the Servicer's
                  servicing of the Financed Student Loan from the date such
                  servicing commenced, (ii) maintain possession of the loan
                  documents described in Section 6(p) and (r) hereof that it
                  receives as required hereunder, and (iii) image, microfilm or
                  otherwise reproduce such documents and cause such
                  reproductions to be stored at a separate location.

         d.       In the course of establishing the records relating to each
                  Financed Student Loan as described in Section 4(c) hereof, the
                  Servicer shall make note of any item which comes to the
                  attention of the Servicer during the establishment process (it
                  being understood that the Servicer will not be conducting a
                  complete file and note examination of each Student Loan to be
                  Financed) which would make it appear that any Student Loan has
                  not been properly originated, disbursed and documented or has
                  not had due diligence exercised with respect thereto, in the
                  origination, disbursement, administration, servicing and
                  collection thereof, in accordance with the requirements of the
                  Higher Education Act, the Guarantee Program or Alternative
                  Loan Program, as appropriate, and the applicable Student Loan
                  Purchase Agreement. The Servicer shall give Lenders (in the
                  case of FFELP Loans) or SLFC (in the case of Alternative
                  Loans), as appropriate, a reasonable opportunity (but in no
                  event longer than 30 days or such greater period of time as
                  the Trustee shall consent to in writing) to correct any
                  exceptions or problems identified by the Servicer and to
                  provide such documentation and information to the Servicer as
                  shall be necessary to correct such exceptions or problems.
                  Except as otherwise permitted under the Indenture, if such
                  exceptions or problems are not corrected, the Servicer shall
                  return to the Lenders (in the case of FFELP Loans) or SLFC (in
                  the case of Alternative Loans), as appropriate, in accordance
                  with procedures and under the conditions specified in the
                  sections of the Student Loan Purchase Agreements relating to
                  the rejection or repurchase of Student Loans, any documents
                  and information related to Student Loans which have exceptions
                  or problems resulting in such loans not being Eligible Loans.

         e.       The Servicer shall (i) establish a course of communication
                  with each Lender (in the case of FFELP Loans), SLFC (in the
                  case of Alternative Loans) and the GOAL Funding Servicer (in
                  the case of Financed GOAL Funding Student Loans) sufficient to
                  ensure that the Servicer receives notice from each Lender,
                  SLFC and the GOAL Funding Servicer of all


                                       5
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                  transactions with respect to each Student Loan prior to the
                  required time of delivery by the Servicer to the Trustee of
                  the documents required by Section 4(a) hereof, and (ii) load
                  all information necessary for servicing Financed Student Loans
                  into its servicing system so that servicing and collection of
                  Financed Student Loans on the basis of "simple interest" can
                  commence as of the Loan Purchase Date or purchase date as
                  required by Section 3 hereof. If interest has been collected
                  on any Student Loan to be purchased by the Trustee (for the
                  account and on behalf of the Issuer) on the basis of the "rule
                  of 78's," the Servicer shall cause the Lender (in the case of
                  FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL
                  Funding or the GOAL Funding Servicer (in the case of Financed
                  GOAL Funding Student Loans) wishing to sell such loan to
                  convert the remaining repayment schedule for each such Student
                  Loan so that it may be collected on the basis of "simple
                  interest."

         f.       The Issuer and the Trustee shall promptly after each Loan
                  Purchase Date, upon request by the Servicer, provide to the
                  Servicer any additional documentation or information related
                  to the Financed Student Loans which either of them may have in
                  their possession or may reasonably be able to obtain.

         g.       The Servicer shall, promptly after each Loan Purchase Date,
                  notify the Borrower under each Financed Student Loan purchased
                  on such Loan Purchase Date of the assignment and transfer to
                  the Trustee (for the account and on behalf of the Issuer) of
                  the Lender's (in the case of FFELP Loans), SLFC's (in the case
                  of Alternative Loans) or GOAL Funding's (in the case of
                  Financed GOAL Funding Student Loans) interest in each such
                  Financed Student Loan and shall direct each such Borrower
                  thereafter to make all payments on such Financed Student Loan
                  directly to the Servicer until otherwise notified by the
                  Trustee. If a Financed Student Loan has been converted from
                  repayment under the rule of 78's to repayment under the simple
                  interest method, as required by Section 4(e) hereof, the
                  Lender (in the case of FFELP Loans), SLFC (in the case of
                  Alternative Loans) or GOAL Funding or the GOAL Funding
                  Servicer (in the case of Financed GOAL Funding Student Loans)
                  shall notify the Borrower and shall obtain the written consent
                  of the Borrower and take whatever additional action may be
                  necessary to effect such conversion of repayment method in
                  accordance with applicable legal requirements. Each Borrower
                  notification shall include any information required to be
                  included by the Higher Education Act and the requirements of
                  the Guarantee Agency or Alternative Loan Program, as
                  appropriate.

         h.       The assignment of each Financed FFELP Loan to the Trustee (for
                  the account and on behalf of the Issuer) shall be reported by
                  the Servicer promptly after each applicable Loan Purchase Date
                  to the Secretary of Education and/or the Guarantee Agency, as
                  appropriate, and the Trustee,


                                       6
<PAGE>

                  by a properly completed Loan Transfer Report in the form
                  required by the Secretary of Education and/or the Guarantee
                  Agency.

         i.       If the Servicer at any time becomes aware of an event which
                  would (i) allow the Issuer to reject a Student Loan under the
                  applicable Student Loan Purchase Agreement, or (ii) allow the
                  Issuer to require a Lender (in the case of FFELP Loans) or
                  SLFC (in the case of Alternative Loans) to repurchase a
                  Financed Eligible Loan or Financed Student Loan or to
                  substitute an Eligible Loan under the applicable Student Loan
                  Purchase Agreement, then the Servicer shall so notify the
                  Issuer. If the Servicer or the Issuer determine that such a
                  Student Loan should be rejected or repurchased, the Trustee
                  shall take such action as shall be necessary to allow the
                  Issuer and the Trustee to enforce their respective rights
                  under the applicable Student Loan Purchase Agreement.

         5. Origination Process. The Issuer, the Trustee and the Servicer agree
that:

         a.       Unless and until otherwise directed in writing by the Issuer,
                  the Servicer shall provide to the Trustee all certificates and
                  directions required to be delivered by the Issuer to the
                  Trustee under the Indenture in connection with the Financing
                  through origination of Eligible Loans and Student Loans
                  thereunder.

         b.       The Servicer shall provide disbursement and origination
                  services in connection with the origination and disbursement
                  of Eligible Loans under the Indenture. The Servicer shall
                  perform all services and duties customary to the origination
                  and disbursement of Student Loans in accordance with generally
                  accepted industry standards and practices and in compliance
                  with the Higher Education Act, applicable requirements of the
                  Guarantor and each Alternative Loan Program and all other
                  applicable federal, state and local laws and regulations.

         6. Servicing. The Servicer agrees that each of the Financed Student
Loans, while held under the Indenture, shall be serviced by it in accordance
with the procedures established in the Higher Education Act, the Guarantee
Program regulations and, where applicable, each Alternative Loan Program.
Additionally, the Servicer shall perform at least the following minimum duties,
obligations and functions in connection with its servicing of such Financed
Student Loans:

         a.       Maintain a complete and separate file concerning each Financed
                  Student Loan, which file (i) shall include, without
                  limitation, the Loan Documents, and at least the following
                  information relating to each of the Financed Student Loans:
                  name and social security number of Eligible Borrower, actual
                  or estimated graduation date of the student, payment status,
                  days delinquent, number of payments made, next payment due
                  date, date of last payment received, total amount disbursed,
                  beginning of deferments and forbearances, and ending of
                  deferments and forbearances; and (ii) shall be


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                  maintained in a manner sufficient to allow separate
                  identification of the Financed Student Loans securing the
                  Notes from other loans serviced or owned by the Servicer
                  (including those owned by or on behalf of the Issuer).

         b.       Take all steps necessary to maintain the Guarantee coverage on
                  each Financed FFELP Loan in full force and effect at all
                  times.

         c.       Exercise reasonable discretion in approving borrower requests
                  for forbearance (as permitted under the Higher Education Act
                  and the Guarantee Program regulations or the applicable
                  Alternative Loan Program, as appropriate) where such approval
                  will not adversely affect the financial viability of the
                  Issuer and will not violate the covenants set forth in the
                  Indenture.

         d.       Exercise due diligence (within the meaning of the Higher
                  Education Act, the Guarantee Program regulations and the
                  Alternative Loan Programs) in the servicing, administration
                  and collection of all Financed Student Loans.

         e.       Attempt to collect or cause to be collected all payment of
                  principal and interest, Special Allowance Payments, and
                  Guarantee payments with respect to each Financed Student Loan
                  and, with respect thereto, (A) (i) cause all interest subsidy
                  payments and Special Allowance Payments to be forwarded by the
                  Secretary of Education directly to the Trustee for immediate
                  deposit into the appropriate Fund or Account under the
                  Indenture and (ii) deposit all other such payments immediately
                  upon receipt into a lock-box account (which shall be part of
                  the Revenue Fund) to be established by the Trustee in the name
                  of and for the account of the Trustee under circumstances
                  which provide for investment of such payments in accordance
                  with the requirements of the Indenture applicable to moneys on
                  deposit in the Revenue Fund. Upon submission by the Servicer
                  to the Secretary of Education of a billing for interest
                  subsidy payments or Special Allowance Payments, the Servicer
                  shall, upon request, provide to the Trustee and the Issuer a
                  written statement indicating (a) the amount billed for
                  interest subsidy payments and (b) the principal amount in each
                  Special Allowance Payment category for which the billing is
                  submitted, for use by the Trustee and the Issuer in verifying
                  amounts billed for and received with respect thereto from the
                  Secretary of Education. In the event of discrepancies or
                  disputes with the Secretary of Education, the Servicer shall
                  be responsible for representing the interests of the Issuer
                  and the Trustee in effecting a settlement with the Secretary
                  of Education of such discrepancies or disputes. The Servicer
                  shall direct the transfer from time to time of the balances in
                  the lock-box account to the Trustee for deposit in the
                  appropriate Fund or Account under the Indenture; provided,
                  however, that the balances in the lock-box account as of the
                  last day of any calendar month shall, at a minimum, be
                  transferred on or before the 12th day of the next succeeding
                  month (or the next


                                       8
<PAGE>

                  preceding Business Day if such 12th day is not a Business
                  Day), to the Trustee for deposit in the appropriate Fund or
                  Account under the Indenture. On or before the date of any
                  transfer, the Servicer shall deliver by facsimile, hand or
                  mail by U.S. express mail (or other substantially equivalent
                  means acceptable to the Trustee) a statement to the Trustee
                  indicating the portion of the payments transferred on such
                  date which represents (x) principal payments from any source
                  with respect to Financed Student Loans, and (y) interest
                  payments from any source with respect to Financed Student
                  Loans.

         f.       Retain summary records of all contacts, follow-ups and
                  collection efforts (showing at least the date and subject of
                  each communication with the Borrower or endorser for
                  collection of each delinquent Financed Student Loan) and
                  records of all correspondence (including, without limitation,
                  changes for which records are required to be maintained by the
                  Higher Education Act, the Guarantee Program regulations and,
                  where applicable, each Alternative Loan Program) relating to
                  each Financed Student Loan.

         g.       Prepare and maintain all appropriate accounting records with
                  respect to all transactions related to each Financed Student
                  Loan, including, but not limited to, accounting for all
                  payments of principal, interest, and Guarantee payments with
                  respect to each Financed Student Loan and Special Allowance
                  Payments relating to all Financed FFELP Loans.

         h.       Handle the processing of all adjustments including, without
                  limitation, forbearances, reinstatements, deferments, refunds
                  and loans paid in full.

         i.       Handle the processing of all address changes and the updating
                  of the address records accordingly.

         j.       In the case of defaulted Financed FFELP Loans, take all steps
                  necessary to file and prove a claim for loss with the
                  Secretary of Education or the Guarantee Agency, as the case
                  may be and as required, and assume responsibility for all
                  necessary communication and contact with the Secretary of
                  Education or the Guarantee Agency, as the case may be and as
                  required, to recover on such defaulted Financed FFELP Loans
                  within the time required by the Higher Education Act and the
                  requirements of the Guarantee Agency. In the case of defaulted
                  Financed Alternative Loans, take all steps necessary to
                  recover on such defaulted Financed Alternatives Loans in
                  accordance with the requirements of the applicable Alternative
                  Loan Program.

         k.       In the case of a claim for loss being denied by the Secretary
                  of Education or the Guarantee Agency, as the case may be,
                  under circumstances resulting in a Lender being required by a
                  Student Loan Purchase Agreement to repurchase a Financed FFELP
                  Loan, take such action as shall be necessary to allow the
                  Issuer or the Trustee to cause such Lender


                                       9
<PAGE>

                  to repurchase such Financed FFELP Loan or to substitute a
                  different Eligible Loan in accordance with the requirements of
                  the applicable Student Loan Purchase Agreement.

         l.       Prepare and file with the Secretary of Education or the
                  Guarantee Agency, as the case may be and as required, a
                  Lender's manifest of Financed FFELP Loans on all new accounts,
                  accounts paid in full and accounts converted to a repayment
                  basis.

         m.       Prepare and furnish to the Issuer and the Trustee by the l0th
                  day of each month the following reports with respect to
                  activity concerning each Financed Student Loan during the
                  preceding month:

                  (1)      upon request, computer generated reports showing, in
                           reasonable detail, all transactions during such
                           preceding month concerning each Financed Student Loan
                           serviced by the Servicer;

                  (2)      upon request, a report showing the unpaid principal
                           balance of each Financed Student Loan as of the last
                           day of such preceding month;

                  (3)      upon request, with respect to Financed Student Loans
                           in repayment, a delinquency report or reports showing
                           all accounts past due as of the last day of such
                           preceding month in categories of 0-30 days, 31-60
                           days, 61-90 days, 91-120 days, 121-150 days, 151-180
                           days, 181-270 days and over 270 days;

                  (4)      upon request, a report of Financed Student Loans paid
                           in full during such preceding month;

                  (5)      a report specifying the number of and the aggregate
                           unpaid principal amount of claims made during such
                           preceding month on defaulted Financed Student Loans
                           and during the then current fiscal year of the Issuer
                           and the number and aggregate amount of such claims
                           which were rejected by the Guarantee Agency, if any,
                           during such month and during the then current fiscal
                           year of the Issuer, the number and aggregate unpaid
                           principal amount of Financed Student Loans being
                           serviced by the Servicer as of the last day of such
                           preceding month, and the aggregate unpaid principal
                           amount of defaulted Financed Student Loans as of the
                           last day of such preceding month; and

                  (6)      copies of all formal reports filed by the Servicer
                           with respect to Financed Student Loans with any
                           person or entity and such other reports which are
                           available to the Servicer and which may be reasonably
                           requested from time to time by the Issuer or the
                           Trustee.


                                       10
<PAGE>

         n.       With respect to Financed Student Loans in repayment, prepare
                  and furnish to the Issuer and the Trustee upon request, copies
                  of all file updates and transactions listings, including,
                  without limitation, credits applied, Financed Student Loans
                  paid and exceptions listings.

         o.       Identify on the servicing system the Notes as the source of
                  financing for each such Financed Student Loan.

         p.       Maintain a duplicate or copy of the file or record (which may
                  be on microfilm or computer tape) pertaining to each Financed
                  Student Loan at a location separate and apart from that at
                  which the original of such file is maintained (such duplicate
                  file to include, without limitation, a copy of each loan
                  application, interim and payout note(s) if applicable,
                  Guarantee Agreement, disclosure statement and Secretary of
                  Education Loan Transfer Statement, where applicable).

         q.       Maintain the original promissory note pertaining to each
                  Financed Student Loan (other than Financed Alternative Loans
                  held by the Trustee or a custodian designated by the Trustee)
                  to be maintained in secure storage facilities to protect, to
                  the extent reasonable and possible under the circumstances,
                  such original file concerning such Financed Student Loan.

         r.       Obtain and maintain imaged or microfilm copies and/or back-up
                  computer tapes (but in any case a copy of the promissory note
                  relating to each Financed Student Loan) at a separate location
                  adequate to ensure against loss or damage to the files
                  pertaining to the Financed Student Loans by reason of any
                  casualty or theft; obtain and maintain in force adequate
                  insurance for loss or damage to the file pertaining to the
                  Financed Student Loans by reason of any casualty or theft; and
                  the Servicer shall be liable for any costs associated with, or
                  loss to the Issuer resulting from, the reconstruction of data
                  related to the Financed Student Loans in the event of natural
                  disaster or the malfunction of any computer systems.

         s.       Maintain in force fidelity bonds upon all personnel of the
                  Servicer insuring against any loss of money or other property
                  which the Trustee, the Issuer or the Servicer might suffer as
                  a consequence of any fraudulent or dishonest act of such
                  personnel, in an amount required by any supervisory agency of
                  federal or state government having jurisdiction, but if not so
                  required, then in an amount equal to at least the Servicer's
                  current coverage amounts and deductibles (as evidenced by the
                  insurance certificate delivered to the Issuer herewith) or
                  such lesser amount as shall be in writing determined from time
                  to time by the Issuer, with the approval of the Trustee, to be
                  sufficient.

         t.       Answer all lawful inquiries received by the Servicer from
                  Lenders (in the case of FFELP Loans), SLFC (in the case of
                  Alternative Loans), the GOAL Funding Servicer (in the case of
                  Financed GOAL Funding Student


                                       11
<PAGE>

                  Loans), Borrowers, Eligible Institutions, the Secretary of
                  Education, the Guarantee Agency, the Issuer or the Trustee
                  pertaining to Financed Student Loans, school status or
                  refunds, and cooperate to the extent necessary to gather the
                  information needed to answer such inquiries; provided,
                  however, that such inquiries may be referred to the Eligible
                  Institution which a student attended or is attending, if
                  necessary, and the Servicer shall have no responsibility with
                  respect to disputes between a Borrower and such Eligible
                  institution regarding tuition or registration.

         u.       Any communication received by the Servicer which is in the
                  nature of a complaint, shall be immediately answered by the
                  Servicer.

         v.       File with the Secretary of Education in an accurate, timely
                  and complete manner "Lenders Request for Payment of Interest
                  and Special Allowance" (ED Form 799), or such other form or
                  request for payment directly to the Trustee of interest
                  subsidy payments and Special Allowance Payments as the
                  Secretary of Education may require, from time to time but in
                  no event later than fifteen (15) Business Days after the end
                  of each calendar quarter.

In addition, the Servicer agrees that it will, for the fees specified in Section
18 hereof, perform all servicing obligations relating to Financed Student Loans
required of the Issuer or the Trustee, or which the Issuer or the Trustee is
required to cause the Servicer to perform.

         7. Due Diligence. The Servicer agrees that in discharging its
obligations hereunder it shall:

         a.       Exercise due diligence in the origination, disbursement,
                  administration, servicing and collection of all Financed
                  Student Loans as the term "due diligence" is used in the
                  Higher Education Act and the Guarantee Program regulations;

         b.       Exercise reasonable care and diligence in the origination,
                  disbursement, acquisition, administration and collection of
                  all Financed Student Loans;

         c.       Attempt to collect or cause to be collected the Financed
                  Student Loans in a competent, diligent and orderly fashion,
                  and in a manner substantially in accordance with the
                  requirements of the Higher Education Act, the Secretary-of
                  Education, the Guarantee Agency, the Indenture (including
                  specifically but without limitation the provisions of Sections
                  5.5 through 5.8 of the Indenture), the Alternative Loan
                  Programs, the Student Loan Purchase Agreements and each
                  applicable Federal Reimbursement Contract and Guarantee
                  Agreement; and

         d.       Exercise reasonable prudence in those aspects of the
                  administration of the Program which are within its area of
                  responsibility.


                                       12
<PAGE>

         8. Liaison with Lenders, SLFC, GOAL Funding, Eligible Institutions and
Other Parties. The Servicer shall maintain one or more toll-free WATS telephone
lines to provide telephone access to its Student Loan servicing office in
Aberdeen, South Dakota, by the Issuer, the Trustee, Lenders, SLFC, GOAL Funding,
Borrowers and Eligible Institutions. The applicable numbers for such telephone
lines shall be provided in writing to the Issuer and the Trustee and to each
Borrower. The Issuer, the Trustee and each such Borrower shall be promptly
advised in writing of each change to such telephone number.

         9. Right of Inspection; Availability of Records; Audits.

         a.       Subject to any restrictions of applicable law, the Issuer, the
                  Trustee, each Guarantee Agency, the Secretary or any successor
                  thereto, the Comptroller of the Currency and/or any
                  governmental agency having jurisdiction over the Issuer or the
                  Trustee (and, in each case, such entities' representatives)
                  (any such entity being referred to herein as the "Examiner"),
                  shall have the right, at any time and from time to time,
                  during normal business hours, and upon reasonable notice to
                  the Servicer (which may be less than 5 days), to examine and
                  audit any and all of the Servicer's records or accounts
                  pertaining to any Financed Student Loan. Under the preceding
                  sentence, the Examiner shall have the right to examine and
                  make copies of any documents related to Financed Student Loans
                  and to interview personnel involved in the servicing. Subject
                  to any access restrictions in any agreement for provision of
                  computer or data processing equipment or related services, the
                  Servicer shall make available to the Examiner without charge
                  all manuals, forms, files and descriptions of the software
                  necessary to enable the Examiner to interpret and analyze the
                  information and reports produced by the system, it being
                  understood that the Servicer shall retain all title, rights
                  and interest thereto and therein.

         b.       The Issuer and the Trustee shall each have the right to
                  require the Servicer to furnish such documents as it in its
                  sole discretion from time to time deems necessary to determine
                  that the Servicer has complied with the provisions of this
                  Agreement, the Student Loan Purchase Agreements and the
                  Indenture, including, without limitation, Sections 5.5 through
                  5.8 of the Indenture.

         c.       If and to the extent required by the Higher Education Act and
                  the Guarantee Program regulations, the Servicer shall cause to
                  have prepared and shall submit to the Secretary of Education
                  and the Guarantee Agencies on or before the respective due
                  dates thereof:

                  (1)      any third-party servicer compliance audits and
                           audited financial statements required under the
                           Higher Education Act and the Guarantee Program
                           regulations relating to the Servicer and its
                           servicing of Financed FFELP Loans; and,


                                       13
<PAGE>

                  (2)      any lender compliance audits required under the
                           Higher Education Act and the Guarantee Program
                           regulations relating to the Trustee (as the holder of
                           the Financed FFELP Loans) and the Financed FFELP
                           Loans.

                  The Servicer shall provide to the Issuer and the Trustee
                  promptly after it becomes available (and in no event later
                  than 10 Business Days) a copy of each such audit and any other
                  audit or report required by the Secretary of Education, any
                  Guaranty Agency or other third party in connection with the
                  Servicer's activities in originating, acquiring and servicing
                  the Financed FFELP Loans.

         d.       The Servicer shall provide to the Issuer and the Trustee
                  copies of its annual third party (SAS70) audit reports, if
                  such reports are prepared, promptly following the Servicer's
                  receipt thereof.

         e.       The Servicer shall provide to the Issuer and the Trustee its
                  annual financial statements, audited by a firm of independent
                  certified public accountants, within one hundred twenty (120)
                  days of the end of each fiscal year of the Servicer; and its
                  quarterly unaudited financial statements, within forty-five
                  (45) days of the end of each fiscal quarter of the Servicer.

         f.       If reports are not prepared and submitted under Section 9(c)
                  hereof or if the Trustee determines it is necessary as part of
                  a request under Section 9(b) hereof, upon the request of the
                  Trustee or the Issuer, the Servicer shall undergo an annual
                  audit, examination and review conducted by a firm of
                  independent public accountants with experience in auditing
                  student loan program operations under the Higher Education
                  Act, independently selected by the Issuer (or the Trustee if
                  the Issuer fails to make such selection), of its systems,
                  programs, procedures, services and operations to determine the
                  Servicer's compliance with this Agreement. If any such audit,
                  examination and review shall indicate to the Issuer or the
                  Trustee that the Servicer is not in material compliance with
                  its obligations under this Agreement, this Agreement may be
                  terminated by the Issuer or the Trustee on the basis of
                  Section 11(a)(3) hereof (an audit, examination or review under
                  this subsection, however, is not required for a termination
                  under Section 11(a)(3)).

         g.       The costs of audits and reports prepared under subsections (c)
                  through (f) above shall be paid by the Servicer.

         10. Amendments; Benefits; Termination. This Agreement (a) may be
amended, supplemented or modified only by written instrument duly executed by
all parties hereto and only upon the receipt of a written certificate from the
Issuer and the Trustee that such amendment, supplement or modification will not
deprive any Holder of the Notes in any material respect of the security afforded
by this Agreement, (b) shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns, and (c) except
as


                                       14
<PAGE>

provided in Section 11 hereof, may not be terminated (except for cause) or
assigned by any party hereto without the prior written consent of the other
parties hereto; provided that the Trustee may make an assignment to its
successor as trustee under the Indenture if the Trustee shall cease serving as
trustee under the Indenture.

         11. Termination.

         a.       This Agreement shall terminate with respect to the Servicer
                  (in the case of any of the following events relating solely to
                  the Servicer) or the Administrator (in the case of any of the
                  following events relating solely to the Administrator) or both
                  (in the case of any of the following events relating to both
                  the Servicer and the Administrator):

                  (1)      upon the expiration of the term stated in Section 1
                           hereof;

                  (2)      if the Servicer or the Administrator shall:

                           (a)      admit in writing its inability to pay its
                                    debts generally as they become due;

                           (b)      consent to the appointment of a custodian
                                    (as that term is defined in the federal
                                    Bankruptcy Code) for or assignment to a
                                    custodian of the whole or any substantial
                                    part of the property of the Servicer or the
                                    Administrator, as the case may be, or f ail
                                    to stay, set aside or vacate within sixty
                                    (60) days from the date of entry thereof any
                                    order or decree entered by a court of
                                    competent jurisdiction ordering such
                                    appointment or assignment;

                           (c)      commence any proceeding or file a petition
                                    under the provisions of the federal
                                    Bankruptcy Code for liquidation,
                                    reorganization or adjustment of debts, or
                                    under any insolvency law or other statute or
                                    law providing for the modification or
                                    adjustment of the rights of creditors, or
                                    fail to stay, set aside or vacate within
                                    sixty (60) days from the date of entry
                                    thereof any order or decree entered by a
                                    court of competent jurisdiction pursuant to
                                    an involuntary proceeding, whether under
                                    federal or state law, providing for
                                    liquidation or reorganization of the
                                    Servicer or the Administrator, as the case
                                    may be, or modification or adjustment of the
                                    rights of creditors; or

                           (d)      contest in writing the validity or
                                    enforceability of this Agreement as a whole
                                    or deny in writing that this Agreement as a
                                    whole is binding upon the Servicer or the
                                    Administrator, as the case may be;


                                       15
<PAGE>

                  (3)      upon written notice by the Issuer or the Trustee to
                           the Servicer or the Administrator, as applicable, if
                           the Servicer or the Administrator materially breaches
                           its obligations, or any representation or warranty,
                           under this Agreement or upon written notice by the
                           Issuer or the Trustee to the Servicer on the basis of
                           Section 9(f) hereof; or

                  (4)      upon written notice by the Issuer or the Trustee to
                           the Servicer, if at any time the Guarantee Agency or
                           the Department of Education has issued a notice of
                           suspension or termination against the Servicer, or
                           has suspended or terminated the payment of all claims
                           with respect to Financed FFELP Loans or, in the case
                           of the Department of Education, all Special Allowance
                           Payments or interest benefit payments with respect to
                           Financed FFELP Loans as a result of actions or
                           omissions of the Servicer (it being understood that
                           the cessation of less than all such claims or
                           payments may constitute a breach under Section
                           11(a)(3) hereof).

                  Notwithstanding the foregoing, any termination pursuant to
                  clauses (3) or (4) of this subsection (a) will be subject to
                  the following conditions. If such breach under clause (3) or
                  suspension or termination under clause (4) is capable of being
                  cured within ninety (90) days without, in the judgment of the
                  Trustee, adversely affecting the security provided to the
                  Noteholders by the Financed Student Loans and the related
                  Guarantee payments, Special Allowance Payments and interest
                  subsidy payments, the Servicer or the Administrator, as the
                  case may be, shall have the right to cure such breach, within
                  ninety (90) days of the date the Servicer or the
                  Administrator, as the case may be, learns of such breach or
                  receives notice of such breach from the Issuer or the Trustee,
                  prior to such termination. If such breach is not capable of
                  being cured in the manner specified above, no termination
                  pursuant to clause (3) or (4) shall occur if, in the judgment
                  of the Trustee, such breach or suspension or termination will
                  not adversely affect the security provided the Noteholders by
                  the Financed Student Loans and any related Guarantee, Special
                  Allowance Payments and interest subsidy payments.

                  Each of the Servicer and the Administrator agrees to promptly
                  notify the Trustee, the Issuer and each Rating Agency of any
                  occurrence or condition which constitutes (or which with the
                  passage of time or the giving of notice or both would
                  constitute) an event permitting the termination of this
                  Agreement.

         b.       If this Agreement shall be terminated with respect to the
                  Servicer under subsection (a), or if any Financed Student Loan
                  is sold or otherwise transferred by the Trustee (for the
                  account and on behalf of the Issuer) to another person, then
                  any Financed Student Loans then being serviced hereunder (or
                  the particular Financed Student Loans that are sold or


                                       16
<PAGE>

                  otherwise transferred, as the case may be) shall be
                  transferred by the Servicer to a servicing system of the
                  Issuer, the Trustee or their designee and (i) the Servicer
                  shall promptly provide the Issuer and the Trustee with every
                  reasonable and necessary assistance, including data processing
                  support, to timely transfer the Financed Student Loans and all
                  promissory notes and all records related to the Financed
                  Student Loans (including system records), together with all
                  necessary or proper assignments, transfers and documents of
                  authority, and (ii) the actual documented costs and expenses
                  of such transfer and of the conversion by the replacement
                  servicer of such Financed Student Loans to such replacement
                  servicing system shall be paid by the Servicer if such
                  termination is by the Issuer or the Trustee by reason of the
                  occurrence of an event described in Section 11(a)(2), (3) or
                  (4). There shall be no additional charge to the Issuer or the
                  Trustee for the Servicer's handling of assignments and
                  transfers of Financed Student Loans in the ordinary course.

         c.       If this Agreement shall be terminated with respect to the
                  Servicer or the Administrator, or both, under subsection (a),
                  the terminated party agrees that it shall continue to perform
                  all its obligations under this Agreement until a successor
                  servicer or administrator, as the case may be, has been
                  appointed or until otherwise directed in writing by the
                  Trustee.

         12. Disposition of Files on Termination. Upon termination of this
Agreement with respect to the Servicer or the Administrator, all files and
information held by the Servicer or the Administrator, as the case may be, in
connection herewith (including computer information) will be turned over to the
Issuer or its designee in such form (which may include microfilm) as the Issuer
may reasonably request, upon reimbursement by the Issuer for reasonable costs,
except as otherwise specified in Section 11(b) above.

         13. Servicer and Administrator Not Agents. Neither the Servicer nor the
Administrator is, nor shall they hold themselves out to be, the agent of the
Issuer or the Trustee except for the specific limited purposes set forth in this
Agreement. Except as set forth in this Agreement, the Issuer and the Trustee may
not direct the methods or means by which the Servicer or the Administrator shall
accomplish its duties under this Agreement.

         14. Maintenance of Records.

         a.       The Servicer shall retain information and documentation
                  pertaining to the Financed Student Loans (including, but not
                  limited to, the information and documentation to be delivered
                  to the Servicer in accordance with Section 3 hereof) which
                  comes into the physical custody or possession of the Servicer
                  as a result of this Agreement or by the servicing of the
                  Financed Student Loans by the Servicer, unless and until the
                  Trustee shall notify the Servicer in writing to the contrary,
                  whereupon such physical custody and possession shall be
                  transferred in the manner directed by the Trustee.
                  Nevertheless, the Trustee shall retain possession of the
                  original Student Loan Note with respect to each Alternative
                  Loan and may elect to retain


                                       17
<PAGE>

                  such other original documentation as it may, upon the advice
                  of Counsel, consider necessary or advisable to protect its
                  first security interest in the Financed Student Loans.

         b.       The Servicer shall maintain original documentation and system
                  records for each Financed Student Loan, segregated from any
                  other loans or assets of the Servicer or any other party and
                  clearly labeled so as to identify the Financed Student Loans
                  as property of the Trustee (for the account and on behalf of
                  the Issuer) and as security for the Notes, provided that the
                  Servicer may combine original documentation and system records
                  for each consolidated serial loan so long as the Servicer does
                  so in a manner which will ensure that each Financed Student
                  Loan comprising such a consolidated serial loan may be
                  separately identified and transferred or sold. The Servicer
                  shall hold such documentation and records subject to this
                  Agreement and the Indenture. From time to time the Servicer
                  shall, upon request by the Trustee or the Issuer and the
                  Trustee, submit such information and take such action as may
                  be reasonably required by the Trustee or the Issuer and the
                  Trustee, to assure that the Financed Student Loans are
                  maintained in a proper and secure condition.

         c.       Except as required by law and permitted by Section 6(t)
                  hereof, the Servicer shall maintain the confidentiality of the
                  information provided hereunder and shall not disclose or in
                  any way communicate such information to third parties without
                  the express written consent of the Issuer and the Trustee. The
                  Servicer shall provide a proper security system for access to
                  original documents and to its computer system.

         d.       With respect to the original promissory note relating to each
                  Financed Student Loan held by the Servicer or its bailee, the
                  obligations of the Servicer shall be only to the Trustee
                  during the time the Notes are Outstanding and the Issuer shall
                  have no authority during the time the Notes are Outstanding to
                  direct the Servicer in its activities with respect to such
                  original promissory notes.

         15. Representations, Warranties and Agreements. SLFC hereby represents,
warrants and agrees as follows:

         a.       SLFC is duly organized and validly existing as a corporation
                  in good standing under the laws of the State of South Dakota
                  and is duly qualified to conduct its business in good standing
                  in the State of South Dakota and is qualified to do business
                  in all other States where action by SLFC is required to carry
                  out the obligations of the Servicer and the Administrator
                  under this Agreement.

         b.       SLFC has the power and authority (corporate and other) to own
                  its assets and carry on its business as now being conducted
                  and to enter into, and perform in accordance with the terms
                  of, this Agreement.


                                       18
<PAGE>

         c.       SLFC has, and its officers acting on its behalf have, full
                  legal authority to engage in the transactions contemplated by
                  this Agreement; the execution and delivery of this Agreement,
                  the consummation of the transactions herein contemplated and
                  compliance with the terms, conditions and provisions of this
                  Agreement do not and will not conflict with or result in a
                  breach of any of the terms, conditions or provisions of the
                  articles of incorporation or bylaws of SLFC or any agreement
                  or instrument to which SLFC is a party or by which it is
                  bound, or constitute a default thereunder; SLFC is not a party
                  to or bound by any agreement or instrument or subject to any
                  charter or other corporate restriction or judgment, order,
                  writ, injunction, decree, law, rule or regulation which may
                  materially and adversely affect the ability of SLFC to perform
                  its obligations under this Agreement, and this Agreement
                  constitutes a valid and binding obligation of SLFC enforceable
                  against it in accordance with its terms, and no consent,
                  approval, license, exemption or authorization of, or filing or
                  registration with, any government or governmental body (i)
                  which has not been made or obtained is required in connection
                  with the execution and delivery of this Agreement, and (ii)
                  which has not been or will not be made or obtained is or will
                  be required in connection with the consummation of the
                  transactions herein contemplated.

         16. Notification to Borrowers. The parties hereto acknowledge and agree
that each Student Loan Purchase Agreement provides that the Lender (in the case
of FFELP Loans) or SLFC (in the case of Alternative Loans), as the case may be,
which is a party thereto, and that each Transfer Agreement provides that GOAL
Funding, shall, to the extent required by the Higher Education Act and the
Guarantee Program regulations or the Alternative Loan Program, as appropriate,
notify, or cause to be notified, each Borrower under each Financed Student Loan
of the assignment and transfer to the Trustee (but for the account and on behalf
of the Issuer) of the Lender's, SLFC's or GOAL Funding's interest in such
Financed Student Loan and shall direct the Borrower to make all payments thereon
directly to the Servicer until otherwise notified by the Trustee. To the extent
permitted by the Higher Education Act and the Guarantee Program regulations or
the Alternative Loan Program, as appropriate, the Servicer may, on behalf of the
Issuer, waive this requirement of any Lender (in the case of FFELP Loans), SLFC
(in the case of Alternative Loans) or GOAL Funding (in the case of Financed GOAL
Funding Student Loans) if the notice is sent by the Servicer on behalf of such
Lender, SLFC or GOAL Funding.

         17. Obligations to Forward Payments. The parties hereto acknowledge and
agree that each Student Loan Purchase Agreement provides that if the Lender (in
the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as the case
may be, which is a party thereto, and that each Transfer Agreement provides that
if GOAL Funding, after any Loan Purchase Date, is the recipient of any funds,
from whatever source received, which constitute payment of principal, interest
or Special Allowance Payments accrued with respect to any Financed Student Loan
for any period subsequent to such Loan Purchase Date, such Lender, SLFC or GOAL
Funding shall promptly remit, or cause to be remitted, all such funds to the
Servicer or in such manner as the Trustee may otherwise direct. If any such
funds shall he received by the Trustee or by a person to whom the Trustee has
directed such funds to be remitted, the Trustee shall furnish the Servicer with
prompt advice as to the receipt thereof.


                                       19
<PAGE>

         18. Fees; No Petition. Subject to the following paragraph, the Issuer
shall pay, or shall cause the Trustee to pay, from funds available for such
purpose under the Indenture, to the Servicer and the Administrator, for the
performance of the Servicer's and the Administrator's functions under this
Agreement, a monthly fee in an amount each month equal to .0875% of the
outstanding principal balance of all Financed Student Loans as of the last day
of the immediately preceding month; provided, however, that such monthly fee
shall be reduced by an amount equal to the Administrative Expenses incurred by
the Issuer for employee compensation, subject to a maximum amount for each
calendar year of $50,000, unless the Servicer agrees to a higher amount. Such
fee shall be paid to the Servicer on a monthly basis within fifteen (15) days of
receipt by the Trustee of an itemized written monthly billing statement from the
Servicer. The Servicer shall promptly remit to the Administrator its allocable
portion (equal to one-fourth) of such fee. If the Servicer or the Administrator
believes that it is necessary to increase the monthly fee payable hereunder, it
shall provide a written request to the Issuer and the Trustee of its need for an
increase in such fee, together with all information required under the Indenture
for the Trustee to approve an increase in the fees payable hereunder. Each of
the Servicer and the Administrator acknowledges that such fee shall not be
increased unless the conditions for increasing such fee under the Indenture have
been satisfied.

         Notwithstanding the provisions of the preceding paragraph, 1/7th of the
monthly fee otherwise payable pursuant to such paragraph will be deferred (any
such fees herein referred to as "Deferred Fees") if and for so long as any Notes
are Outstanding and either of the following conditions (a "Fee Deferral
Condition") exist:

                  (1) as of the first Monthly Payment Date following a calendar
         quarter, (a) the TED Spread (as hereinafter defined) shall have been
         greater than 1% per annum for the preceding three (3) consecutive
         calendar quarters, and (b) the Trustee shall not have received, within
         five (5) Business Days after such Monthly Payment Date, a Corporation
         Certificate that, based on a Cash Flow Projection (a copy of which
         shall be provided to each Rating Agency), continuing to pay the full
         monthly fees hereunder will not materially adversely affect the
         Issuer's ability to pay Debt Service on the Outstanding Notes and
         Outstanding Other Obligations, Carry-Over Amounts (including accrued
         interest thereon) with respect to Outstanding Notes, Administrative
         Expenses or Note Fees or to make the required deposits to the credit of
         the Indemnification Fund; or

                  (2) as of the last day of the preceding month, the Subordinate
         Percentage is equal to or less than 96%.

         Any Deferred Fees will become payable at such time as the applicable
Fee Deferral Condition ceases to exist and will be paid at the rate of 1/12th of
the Deferred Fees for each of the following twelve (12) months, or at such other
rate as will not, based on a Cash Flow Projection (a copy of which shall be
provided to each Rating Agency), materially adversely affect the Issuer's
ability to pay Debt Service on the Outstanding Notes and Outstanding Other
Obligations, Carry-Over Amounts (including accrued interest thereon) with
respect to Outstanding Notes, Administrative Expenses or Note Fees or to make
the required deposits to the credit of the Indemnification Fund. As used in this
paragraph, "Ted Spread" means, for any calendar quarter, the amount by which the
average of One-Month LIBOR for each Business Day during such quarter exceeds the
average of the bond equivalent yields of the 91-day U.S.


                                       20
<PAGE>

Treasury Bills auctioned during such calendar quarter. The Trustee shall
determine the TED Spread for each calendar quarter no later than the first
Monthly Payment Date following such calendar quarter. The Servicer shall
determine the Subordinate Percentage as of the end of each month and shall
include such percentage in the monthly report prepared and submitted to the
Trustee in accordance with the first sentence of Section 21(d) hereof.

         Each of the Servicer and the Administrator acknowledges that the Issuer
and the Trustee contemplate paying all fees payable under this Agreement solely
from funds available for such purpose in the Administration Fund created under
the Indenture, which funds are primarily dependent upon collection by the
Servicer and receipt by the Trustee of payments with respect to the Financed
Student Loans. Each of the Servicer and the Administrator covenants and agrees
to continue to be bound by the terms and provisions of this Agreement relating
to the Financed Student Loans in all respects, and to perform for a period of
one hundred twenty (120) days its obligations hereunder, regardless of the
receipt or non-receipt on a timely basis by it of any payments in respect of
fees under this Agreement.

         Each of the Servicer and the Administrator, by entering into this
Agreement, covenants and agrees that it will not at any time institute against
the Issuer, or join in any institution against the Issuer of, 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.

         19. Cooperation. Each party covenants and agrees to fully cooperate
with the other parties hereto to facilitate the transactions contemplated
hereunder and by the Student Loan Purchase Agreements and the Indenture.

         20. Payment of Expenses. Each party to this Agreement shall pay its own
expenses incurred in connection with the preparation, execution and delivery of
this Agreement, including, but not limited to, the fees and expenses of legal
counsel.

         21. Administrative Functions to be Performed by Servicer and
Administrator. The Issuer, the Trustee and the Servicer agree that the Servicer
shall perform the following administrative functions on behalf of the Issuer as
part of its responsibilities under this Agreement.

         a.       Provide all necessary personnel, facilities, equipment, forms
                  and supplies for operating the Program in accordance with
                  Sections 5. 5 through 5.8 of the Indenture;

         b.       Disseminate information on the Program to Lenders and to
                  student financial aid officers in Eligible Institutions and to
                  other persons as necessary;

         c.       Maintain accurate and complete records on all aspects of the
                  Program, which records shall be available for inspection at
                  any time by any director or officer of the Issuer and by
                  auditors employed by the Issuer; and


                                       21
<PAGE>

         d.       Prepare and submit to the Trustee on or before the 25th day of
                  each month (and if such day is not a Business Day, on the next
                  succeeding Business Day), the monthly reports required to be
                  delivered to the Noteholders pursuant to Section 5.23 of the
                  Indenture, the form of which is included as Exhibit A hereto.
                  The Servicer also shall (i) determine the Net Loan Rate and
                  notify the Trustee and the Auction Agent thereof at the times
                  required by the Indenture, and (ii) prepare for filing, and
                  provide such other assistance as is required by the Issuer to
                  file, any other reports required to be filed by the Issuer
                  under the Higher Education Act and any Alternative Loan
                  Program.

         The Issuer, the Trustee and the Administrator agree that the
Administrator shall, on behalf of the Issuer and as part of its responsibilities
under this Agreement, cause the duties and responsibilities of the Issuer under
the Indenture to be performed, including, but not limited to, the actions set
forth below. The Administrator shall advise the Issuer when action by the Issuer
is necessary to comply with the Issuer's duties under the Indenture and the
agreements relating thereto. The Administrator shall prepare, or shall cause the
preparation by other appropriate persons of, all such documents, reports,
filings, instruments, certificates and opinions (other than those to be prepared
by the Servicer as part of its responsibilities under this Agreement) as it
shall be the duty of the Issuer to prepare, file or deliver pursuant to the
Indenture. In furtherance of the foregoing, the Administrator shall take all
appropriate action, including but not limited to, the following:

         1.       obtaining and preserving the Issuer's qualification to do
                  business in each jurisdiction in which such qualification is
                  or shall be necessary to protect the validity and
                  enforceability of the Indenture, the Notes and each instrument
                  and agreement included in the Trust Estate;

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

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

         4.       preparing and obtaining documents and instruments required for
                  the release of the Issuer from its obligations under the
                  Indenture;

         5.       monitoring the Issuer's obligations as to the satisfaction and
                  discharge of the Indenture;

         6.       preparing, obtaining or filing the instruments and other
                  documents required for the release of Trust Estate from the
                  lien of the Indenture;


                                       22
<PAGE>

         7.       taking such actions as may be required of the Issuer under the
                  Indenture upon the occurrence and continuance of a default or
                  an Event of Default thereunder;

         8.       causing the directions of the Issuer to be carried out in
                  connection with opening one or more accounts in the Issuer's
                  name, preparing any orders of the Issuer and other documents
                  required, and taking all other actions necessary, with respect
                  to investment and reinvestment of funds in the Funds and
                  Accounts established under the Indenture in accordance with
                  the investment criteria and requirements of the Indenture and
                  the investment policies adopted by the Issuer from time to
                  time;

         9.       preparing or coordinating the obtaining of all documents
                  required with respect to any requests by the Issuer of the
                  Trustee to take any action under the Indenture;

         10.      preparing orders of the Issuer and obtaining all documents as
                  necessary or required for the execution of any amendments or
                  supplements to the Indenture;

         11.      preparing and delivering to the Trustee any agreements with
                  respect to notice provisions; and

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

         13.      The Servicer, on behalf of itself and on behalf of the Issuer,
                  as the case may be, shall provide all notices and perform all
                  other activities required of the Servicer or of the Issuer to
                  comply with the requirements of the Gramm-Leach-Bliley Act and
                  regulations promulgated thereunder in connection with the
                  origination, acquisition, holding and servicing of the
                  Financed Student Loans and in connection with otherwise
                  performing services hereunder.

         22. Servicer as Bailee.

         a.       The Servicer, in holding Loan Documents relating to the
                  Financed Student Loans, holds such Loan Documents as bailee
                  for and on behalf of the Trustee.

         b.       No Loan Documents held by the Servicer on behalf of the
                  Trustee hereunder shall be released or delivered to the Issuer
                  or any other person (other than claim filings in the ordinary
                  course with the Guaranty Agencies and sales or transfers
                  permitted under the Indenture) without the prior written
                  consent of the Trustee.

         c.       The Servicer shall maintain all Loan Documents in a manner
                  which clearly identifies them as being held by the Servicer as
                  bailee for and on


                                       23
<PAGE>

                  behalf of the Trustee and not for or on behalf of the Issuer
                  or any other person.

         d.       No assignment or purported assignment by the Issuer or any
                  other person (other than the Trustee) of any Loan Documents
                  held by the Servicer on behalf of the Trustee hereunder shall
                  be recognized by the Servicer, and the Servicer shall provide
                  immediate notice to the Trustee upon receiving notice of any
                  such assignment or purported assignment.

         e.       The Servicer hereby represents, warrants and acknowledges that
                  the Servicer, in serving as bailee under this Section, is
                  acting exclusively as the bailee and agent of the Trustee, and
                  not of the Issuer or any other person, with respect to the
                  Loan Documents.

         f.       The Servicer hereby waives any lien which the Servicer might
                  have pursuant to statute or otherwise available at law or in
                  equity on the Financed Student Loans and the Loan Documents
                  held by the Servicer on behalf of the Trustee hereunder,
                  including all monies and proceeds derived therefrom or
                  relating thereto.

         23. Indemnification. The Servicer and the Administrator shall each
indemnify and hold harmless the Issuer and the Trustee from and against any
loss, cost, damage or expense, including reasonable attorney's fees, to the
extent that such loss, cost, damage or expense arises out of the failure of the
Servicer or the Administrator, as the case may be, to perform its obligations
under this Agreement. In addition, and without limiting the generality of the
foregoing, the Servicer and the Administrator shall each defend and indemnify
the Issuer and the Trustee against, and hold each harmless from, all claims,
losses, liabilities and expenses (including reasonable attorneys' fees) arising
from or in connection with:

         a.       any claim of infringement of any patent, trade secret,
                  copyright, trademark, service mark, trade name or other
                  proprietary right alleged to have occurred as a result of the
                  performance of services hereunder by the Servicer or the
                  Administrator, as the case may be; or

         b.       any claim by an employee of the Servicer or the Administrator,
                  as the case may be, arising in consequence of, or relating to,
                  the employee's employment by the Servicer or the
                  Administrator, as applicable.

         24. Miscellaneous.

         a.       Any material written communication received at any time by the
                  Issuer or the Trustee with respect to a Financed Student Loan
                  or the Borrower under such a Financed Student Loan shall be
                  immediately transmitted by the Issuer or the Trustee, as the
                  case may be, to the Servicer. Such communications shall
                  include, but not be limited to, letters, notices of death or
                  disability, adjudications of bankruptcy and like documents,
                  and forms requesting forbearance, deferment of repayment or
                  loan cancellations.


                                       24
<PAGE>

         b.       This Agreement shall be governed by the laws of the State of
                  South Dakota.

         c.       All covenants and agreements herein contained shall extend to
                  and be obligatory upon all successors and assigns of the
                  respective parties hereto.

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

         e.       If any provisions of this Agreement shall be held, or deemed
                  to be, or shall, in fact, be inoperative or unenforceable as
                  applied in any particular situation, such circumstance shall
                  not have the effect of rendering any other provision or
                  provisions herein contained invalid, inoperative or
                  unenforceable to any extent whatsoever. The invalidity of any
                  one or more phrases, sentences, clauses or paragraphs herein
                  contained shall not affect the remaining portions of this
                  Agreement or any part hereof.

         f.       All notices, requests, demands or other instruments which may
                  or are required to be given by any party to another party,
                  shall be in writing, and each shall be deemed to have been
                  properly given when served personally on an officer of the
                  party to which such notice is to be given, or upon expiration
                  of a period of forty-eight (48) hours (excluding weekends and
                  holidays) from and after the postmark thereof when mailed
                  postage prepaid by registered or certified mail, requesting
                  return receipt, addressed as follows:

                  if intended for the Issuer:

                         Education Loans Incorporated
                         Suite 200
                         105 First Avenue Southwest
                         Aberdeen, South Dakota 57401
                         Attention:  President

                  if intended for the Trustee:

                         U.S. Bank National Association
                         P.O. Box 5308
                         141 North Main Avenue, Suite 300
                         Sioux Falls, South Dakota 57104-6429
                         Attention: Corporate Trust Department

                  if intended for the Servicer or the Administrator:

                         Student Loan Finance Corporation
                         105 First Avenue Southwest



                                       25
<PAGE>

                  Aberdeen, South Dakota 57401
                  Attention:  President

                  Any party may change the address to which subsequent notices
                  are to be sent to it by notice to the others given as
                  aforesaid, but any such notice of change, if sent by mail,
                  shall not be effective until the fifth business day after it
                  is mailed.

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

         h.       Time is of the essence in this Agreement.

         i.       No remedy by the terms of this Agreement conferred upon or
                  reserved to the Trustee or the Issuer is intended to be
                  exclusive of any other remedy, but each and every such remedy
                  shall be cumulative and in addition to every other remedy
                  given under this Agreement or existing at law or in equity or
                  by statute on or after the date of this Agreement, including,
                  without limitation, the right to such equitable relief by way
                  of injunction, mandatory or prohibitory, to prevent the breach
                  or threatened breach of any of the provisions of this
                  Agreement or to enforce the performance hereof.

         j.       This Agreement has been made and entered into not only for the
                  benefit of the Issuer, the Trustee, the Servicer and the
                  Administrator, but also for the benefit of all Noteholders,
                  and its provisions may be enforced not only by the parties to
                  this Agreement but also by each Noteholder in the manner and
                  to the extent such Noteholders may enforce provisions of the
                  Indenture. The Servicer specifically acknowledges the rights
                  of the Trustee pursuant to Section 6.3 of the Indenture.

         k.       Any information required by this Agreement to be provided by
                  the Servicer with respect to a Financed Student Loan may in
                  the case of Financed Student Loans that have been consolidated
                  be provided with respect to a consolidated Financed Student
                  Loan, provided that such information at a minimum meets the
                  requirements of the Secretary of Education and the Guarantee
                  Agency, as the case may be, for the collection by the Trustee
                  of interest subsidy payments, Special Allowance Payments, and
                  claim payments, and provides sufficient information as
                  requested by the Issuer to enable the Issuer to comply with
                  any arbitrage requirements under the Internal Revenue Code of
                  1986, as amended, and the regulations thereunder.

         l.       SLFC specifically acknowledges that the Issuer will be making
                  representations and warranties regarding the Student Loans to
                  be Financed as part of the proposed public offering of the
                  Notes based in part on the accuracy of SLFC's and warranties
                  in this Agreement. SLFC agrees to


                                       26
<PAGE>

                  cooperate with the Issuer and to furnish all information in
                  its possession appropriate for inclusion in the Issuer's
                  Prospectus. SLFC agrees to indemnify and save the Trustee, the
                  Issuer and the underwriters for the Notes harmless of, from
                  and against any and all loss, cost, damage or expense,
                  including reasonable attorneys' fees, incurred by reason of
                  any breach of SLFC's warranties or representations hereunder
                  or any false or misleading representations of SLFC or any
                  failure to disclose any matter which makes the warranties and
                  representations herein misleading or any inaccuracy in any
                  information furnished by SLFC in connection herewith.

         m.       It is hereby acknowledged and agreed that the Trustee will be
                  serving as "Eligible Lender Trustee" under the Indenture and
                  that (i) legal title to all Financed Student Loans
                  constituting FFELP Loans will, pursuant to the applicable
                  FFELP Loan Purchase Agreement, be transferred to the Trustee
                  in such capacity for the benefit of the Issuer, and (ii) upon
                  such transfer, the Trustee will be the legal owner and the
                  Issuer will be the beneficial owner of such FFELP Loans.

         25. Indemnification with respect to Prior Servicing. Pursuant to the
Series 1999-1 Transfer Agreement, the Series 2000-1 Transfer Agreement and the
Series 2001-1 Transfer Agreement (as such terms are defined in the Indenture),
the Issuer and the Trustee have purchased or will purchase student loans
described therein (the "Previously Transferred Student Loans") from GOAL Funding
and the GOAL Funding Trustee, which Previously Transferred Student Loans were,
prior to such purchase, serviced by the Servicer under the GOAL Funding
Servicing Agreement. Pursuant to other Transfer Agreements to be entered into,
the Issuer and the Trustee will purchase student loans described therein (the
"Subsequent Transferred Student Loans") from GOAL Funding and the GOAL Funding
Trustee, which Subsequent Transferred Student Loans will, prior to such
purchase, have been serviced by the Servicer under the GOAL Funding Servicing
Agreement. The Servicer hereby agrees to indemnify and hold harmless the Issuer
and the Trustee from and against any loss, cost, damage or expense, including
reasonable attorney's fees, to the extent that such loss, cost, damage or
expense arises out of the failure of the Servicer to have performed its
obligations under the GOAL Funding Servicing Agreement.


                                       27
<PAGE>

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

                                        EDUCATION LOANS INCORPORATED


                                        By:
                                            ----------------------------------
                                                     President


                                        STUDENT LOAN FINANCCORPORATION,
                                            as Servicer and Administrator


                                        By:
                                            ----------------------------------
                                                     President


                                        U.S. BANK NATIONAL ASSOCIATION,
                                            as Trustee


                                        By:
                                            ----------------------------------
                                        Its
                                            ----------------------------------


                                       28
<PAGE>

                                                                       EXHIBIT A

Student Loan Finance Corporation
Monthly Statement Pursuant to Section 5.23 of the Indenture and Section 21 of
the Servicing and Administration Agreement (Unaudited)

Education Loans Incorporated
Student Loan Asset-Backed Notes
Report for the Month Ended _____________, ____ [sample for _____, 1999]


                                       29