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                                                                   Exhibit 10.11

                        FIRST AMENDMENT TO SECOND AMENDED
                          AND RESTATED CREDIT AGREEMENT

         This First Amendment to the Second Amended and Restated Credit
Agreement (the "Amendment") is entered into as of the 4th day of June, 2003, by
and among Education Lending Services, Inc., a Delaware corporation (formerly
known as Grad Partners, Inc.) ("ELS"), Student Loan Xpress, Inc. a Delaware
corporation ("Xpress") and Fifth Third Bank, an Ohio banking corporation
("Lender").

         WHEREAS, ELS, Xpress and Lender are parties to the Second Amended and
Restated Credit Agreement dated as of March 26, 2002 (the "Credit Agreement");

         WHEREAS, ELS, Xpress and Lender now desire to enter into this Amendment
to reflect a change in the name of ELS since the date of execution of the Credit
Agreement, to increase the amount of the Revolving Commitment and to make
certain other revisions as provided below to the Credit Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, intending to be legally bound, the
parties hereto agree as follows:

         1. Construction. All capitalized terms used herein, unless otherwise
defined herein, shall have the meaning given to such terms in the Credit
Agreement. By the execution of this Amendment, the parties hereby ratify,
confirm and approve in all respects the Credit Agreement and all of its
provisions. Except as expressly amended hereby, the Credit Agreement shall
continue in full force and effect in accordance with its terms.

         2. Change of Name. The Credit Agreement is hereby amended by
substituting Education Lending Services, Inc. for Grad Partners, Inc. and by
substituting ELS for Grad Partners, wherever those terms appear.

         3. Definitions. Section 1 of the Credit Agreement is hereby amended by
deleting the definition of Guarantor and replacing it with the following.

            "Guarantor" means Education Lending Group, Inc., a Delaware
            Corporation (formerly known as Direct III Marketing, Inc.).

         Section 1 of the Credit Agreement is further amended by deleting the
definition of Guaranty and replacing it with the following.

            "Guaranty" means that certain Amended and Restated Continuing
            Guaranty Agreement, dated as of March 26, 2002, as amended from time
            to time by and between Direct III Marketing, Inc., a Delaware
            corporation, (now known as Education Lending Group, Inc.) and Fifth
            Third Bank, an Ohio banking corporation, for itself and as agent for
            any affiliate of Fifth Third Bancorp.

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         4. Revolving Credit Loans. Section 2.1(a) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:

            (a) Subject to the terms and conditions hereof and in reliance upon
the representations and warranties of each Borrower herein, Lender hereby
extends to the Borrowers a line of credit facility (the "Line of Credit")
pursuant to which Lender, provided no Event of Default has occurred, shall make
separate loans to either Borrower or both Borrowers on a revolving basis upon
such Borrower's request from time to time during the term of this Agreement (the
"Revolving Loans") in amounts not exceeding, in the aggregate, Nineteen Million
Dollars and no/100 ($19,000,000) (the "Revolving Commitment"). The available
amount that each Borrower may borrow under the Line of Credit at any one time
shall not exceed $19,000,000, less all amounts then borrowed by and outstanding
with respect to both Borrowers under the Line of Credit (the "Available
Credit"). Lender may create and maintain reserves from time to time based on
such credit and collateral considerations as Lender may deem appropriate. Each
Borrower may borrow, prepay, in whole or in part, and reborrow under the Line of
Credit; provided that, in the event that the principal amount of all Revolving
Loans outstanding at any one time under the Line of Credit shall exceed
$19,000,000, or in the event that either Borrower has exceeded its Available
Credit, the Borrower whose borrowing caused such excess shall immediately repay
the amount of such excess to Lender in cash. In the event such Borrower fails to
pay such excess, Lender, may in its discretion, setoff such amount against such
Borrower's accounts at Lender.

         5. Subsidiaries and Partnerships Section 3.12 of the Credit Agreement
is hereby deleted in its entirety and replaced with the following.

            Borrower has no subsidiaries and is not a party to any partnership
            agreement or joint venture agreement, except that ELS is the sole
            member of Education Funding Resources, LLC, a Delaware limited
            liability company (formerly known as Grad Partners Premier, LLC) and
            is the sole member of Education Funding Capital I, LLC, a Delaware
            limited liability company.

         6. Acknowledgement of Recent Events. The parties acknowledge that the
following events have occurred since the date of the Credit Agreement (i) ELS
formed a new wholly-owned subsidiary, Education Funding Capital I, LLC which is
the sole beneficiary of Education Funding Capital Trust I, a Delaware business
trust (the "EFC Trust") and in May and August of 2002 the EFC Trust issued
education loan backed notes in the aggregate principal amount of $1,025,000, and
(ii) on October 18, 2002 Education Funding Resources, LLC replaced its existing
financing provided by Market Street Funding Corporation, an affiliate of PNC
Bank, National Association, by entering into an Indenture among Education
Funding Resources, LLC, certain lenders party thereto, Citicorp North America,
Inc., as Agent, Fifth Third Bank, as Indenture Trustee and as Eligible Lender
Trustee and ELS as Master Servicer (the "Citicorp Indenture") and in connection
with the Citicorp Indenture ELS issued a Demand Note payable to Education
Funding Resources, LLC, in the principal amount of $20,000,000.

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         IN WITNESS WHEREOF, the parties have executed this First Amendment to
the Second Amended and Restated Credit Agreement effective as of the date set
forth above.

                            EDUCATION LENDING SERVICES, INC.
                            (formerly known as Grad Partners, Inc.)

                            By:  /s/ Perry D. Moore
                                 ------------------
                            Name: Perry D. Moore
                                  -----------------
                            Title: SVP - Finance
                                  -----------------

                            STUDENT LOAN XPRESS, INC.

                            By:  /s/ Perry D. Moore
                                 ------------------
                            Name: Perry D. Moore
                                  -----------------
                            Title: SVP - Finance
                                   ----------------

                            FIFTH THIRD BANK

                            By: /s/ Andrew K. Hauck
                                -------------------
                            Name: Andrew K. Hauck
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                            Title: Senior Vice President
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