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                                                                   Exhibit 10.11

                                                                  EXECUTION COPY


                                 $1,036,000,000
             COLLEGIATE FUNDING SERVICES EDUCATION LOAN TRUST 2003-B

                             UNDERWRITING AGREEMENT

                                November 25, 2003

Banc of America Securities LLC
121 West Trade Street, 12th Floor
NC1-005-12-01
Charlotte, North Carolina 28255

J.P. Morgan Securities Inc.
270 Park Avenue, 10thFloor
New York, New York 10017

Citigroup Global Markets Inc.
388 Greenwich Street, 35thFloor
New York, New York 10013

Ladies and Gentlemen:

     1. Introductory. Collegiate Funding of Delaware, L.L.C. (the "Sponsor") has
previously filed a registration statement with the Securities and Exchange
Commission relating to the issuance and sale from time to time of up to $2
billion of student loan asset-backed notes. Collegiate Funding Services, L.L.C.,
a Virginia limited liability company ("Collegiate Funding") owns the Sponsor
directly. The Sponsor proposes to cause Collegiate Funding Services Education
Loan Trust 2003-B (the "Trust") to issue and sell to Banc of America Securities
LLC, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. (each, an
"Underwriter" and collectively, the "Underwriters") $249,000,000 principal
amount of its Class A-1 Student Loan Asset-Backed Notes, Series 2003-B (the
"Class A-1 Notes"), $250,000,000 principal amount of its Class A-2 Student Loan
Asset-Backed Notes, Series 2003-B (the "Class A-2 Notes"), $97,000,000 principal
amount of its Class A-3 Student Loan Asset-Backed Notes, Series 2003-B (the
"Class A-3 Notes"), $97,000,000 principal amount of its Class A-4 Student Loan
Asset-Backed Notes, Series 2003-B (the "Class A-4 Notes"), $97,000,000 principal
amount of its Class A-5 Student Loan Asset-Backed Notes, Series 2003-B (the
"Class A-5 Notes"), $97,000,000 principal amount of its Class A-6 Student Loan
Asset-Backed Notes, Series 2003-B (the "Class A-6 Notes"), $97,000,000 principal
amount of its Class A-7 Student Loan Asset-Backed Notes, Series 2003-B (the
"Class A-7 Notes"), $26,000,000 principal amount of its Class B-1 Student Loan
Asset-Backed Notes, Series 2003-B-1 (the "Class B-1 Notes") and $26,000,000
principal amount of its Class B-2 Student Loan Asset-Backed Notes, Series
2003-B-2 (the "Class B-2 Notes" and, together with the Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class A-6 Notes,
Class A-7 Notes and the Class B-2 Notes, the "Notes"). The Trust will be formed
by the Sponsor pursuant to a trust agreement, to be dated as of November 1,
2003, as amended by an Amended and Restated Trust Agreement dated as of November
1, 2003 (as further amended and supplemented from time to time, the "Trust
Agreement"), between the Sponsor and Wilmington Trust Company, as Delaware
Trustee (the "Delaware Trustee"). The assets of the Trust will include, among
other things, a pool of student
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loans (the "Initial Financed Student Loans") and all amounts collected
thereunder on and after the Closing Date, as defined below. Such Initial
Financed Student Loans will be acquired by the Trust from the Sponsor pursuant
to a loan purchase agreement, to be dated as of November 1, 2003 (as amended and
supplemented from time to time, the "Sponsor Student Loan Purchase Agreement"),
among the Trust, Collegiate Funding and the Sponsor. After the Closing Date, the
Trust may acquire additional student loans pursuant to the Sponsor Student Loan
Purchase Agreement (such additional Student Loans, together with the Initial
Financed Student Loans, being referred to herein, collectively, as the "Financed
Student Loans"). The Sponsor will acquire the Initial Financed Student Loans to
be sold pursuant to the Sponsor Student Loan Purchase Agreement from Collegiate
Funding Services Resources I, LLC (the "Seller") pursuant to a loan purchase
agreement, to be dated as of November 1, 2003 (as amended and supplemented from
time to time, the "Seller Student Loan Purchase Agreement"), among the Sponsor,
Collegiate Funding Services, L.L.C. and the Seller. The Financed Student Loans
to be sold to the Trust by the Sponsor after the Closing Date pursuant to the
Sponsor Student Loan Purchase Agreement will be originated by the Sponsor,
acting through an eligible lender trustee. The Financed Student Loans are to be
serviced by Collegiate Funding Master Servicing, L.L.C. (the "Master Servicer")
pursuant to a servicing agreement, to be dated as of November 1, 2003 (as
amended and supplemented from time to time, the "Master Servicing Agreement"),
among the Trust, the Master Servicer and the Indenture Trustee, as hereinafter
defined. In turn, the Master Servicer will enter into a servicing agreement, to
be dated as of November 1, 2003 (as amended and supplemented from time to time,
the "Sub-Servicing Agreement"), with CFS-SunTech Servicing LLC ("CFS-SunTech"
or, in its capacity as subservicer, the "Sub-Servicer") pursuant to which the
Sub-Servicer will service all of the Financed Student Loans on behalf of the
Master Servicer. The Financed Student Loans have been and will be originated
pursuant to a student loan origination and servicing agreement (the "Origination
Agreement"), between the Sponsor and CFS-SunTech, as originating agent (the
"Originating Agent") or a loan origination and servicing agreement (the "Seller
Origination Agreement") between the Seller and the Originating Agent. The Notes
will be issued pursuant to an indenture of trust, to be dated as of November 1,
2003 (as amended and supplemented from time to time, the "Indenture"), between
the Trust and U.S. Bank National Association, as indenture trustee (the
"Indenture Trustee") and as eligible lender trustee (the "Eligible Lender
Trustee"). In addition, pursuant to an administration agreement, to be dated as
of November 1, 2003 (as amended and supplemented from time to time, the
"Administration Agreement"), among the Trust, Collegiate Funding Portfolio
Administration, L.L.C. (the "Administrator") and the Indenture Trustee, the
Administrator will agree to perform certain administrative tasks on behalf of
the Trust. The Issuer and the Administrator will also enter into a Back-up
Administration Agreement, to be dated as of November 1, 2003 (the "Back-up
Administration Agreement"), with Lord SPV Securities Corporation (the "Back-up
Administrator"). The Trust will have the benefit of two interest LIBOR Swaps
issued pursuant to two ISDA Master Agreements and two Schedules in connection
therewith, all dated November 12, 2003 (collectively, the "LIBOR Swap
Agreement"), between the Trust and Bank of America, N.A., and JPMorgan Chase
Bank (collectively, the "LIBOR Swap Counterparties"). The Trust and the
Indenture Trustee will also enter into an investment agreement, dated as of the
Closing Date (the "Investment Agreement"), with an investment agreement provider
acceptable to the Rating Agencies and the Underwriters (the "Investment
Agreement Provider").

     In connection with the determination of the interest rates on the Class A-3
Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class
A-7 Notes, the Class B-1 Notes and the Class B-2 Notes (collectively, the
"Auction Rate Notes"), the Trust and the Indenture Trustee will enter into an
auction agent agreement, to be dated as of November 1, 2003 (as amended and
supplemented from time to time, the "Auction Agent Agreement"), with The Bank of
New York, as auction agent (the "Auction Agent"). The Auction Agent will, in
turn,

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enter into three broker-dealer agreements, each to be dated as of November
1, 2003 (each, as amended and supplemented from time to time, a "Broker-Dealer
Agreement"), with Banc of America Securities LLC (with respect to the Class A-3
Notes, the Class A-5 Notes and the Class B-1 Notes), J.P. Morgan Securities Inc.
(with respect to the Class A-4 Notes, the Class A-6 Notes and the Class B-2
Notes) and Citigroup Global Markets Inc. (with respect to the Class A-7 Notes).
The Indenture Trustee will enter into three market agent agreements, each to be
dated as of November 1, 2003 (each, as amended and supplemented from time to
time, a "Market Agent Agreement"), with Bane of America Securities LLC (with
respect to the Class A-3 Notes, the Class A-5 Notes and the Class B-1 Notes),
J.P. Morgan Securities Inc. (with respect to the Class A-4 Notes, the Class A-6
Notes and the Class B-2 Notes) and Citigroup Global Markets Inc. (with respect
to the Class A-7 Notes).

     The Indenture Trustee and the Eligible Lender Trustee have previously
entered into a joint sharing agreement, dated February 1, 2003 (as amended and
supplemented from time to time, the "Joint Sharing Agreement"), with such other
entities for which the Eligible Lender Trustee is an eligible lender trustee
(including the Trust) and uses the same eligible lender number for the holding
of student loans as it uses for the Financed Student Loans.

     Capitalized terms used and not otherwise defined herein shall have the
meanings given them in the Prospectus (as hereinafter defined) or, if not
defined therein, as defined in the Indenture. As used herein, the term "Basic
Documents" refers to this Agreement, the Trust Agreement, the Indenture, the
Master Servicing Agreement, the Sub-Servicing Agreement, the Origination
Agreement, the Seller Origination Agreement, the Administration Agreement, the
Back-up Administration Agreement, the Sponsor Student Loan Purchase Agreement,
the Seller Student Loan Purchase Agreement, the Guarantee Agreements, the LIBOR
Swap Agreement, the Investment Agreement, the Auction Agent Agreement, the
Broker-Dealer Agreements, the Market Agent Agreements, the Joint Sharing
Agreement, the eligible lender trust agreements previously entered into or to be
entered into between the Sponsor and the Trust, respectively, and U.S. Bank
National Association, as eligible lender trustee (collectively, the "Eligible
Lender Trust Agreements"), the custodian agreements previously entered into or
to be entered into among the Trust and the Sponsor, respectively, and the
Indenture Trustee and CFS-SunTech, as custodian (the "Custodian") (collectively,
the "Custodian Agreements") and the letter of representations, given by the
Trust and the Indenture Trustee to The Depository Trust Company ("DTC") in
connection with the registration of the Notes.

     2. Representations and Warranties of the Sponsor and Collegiate Funding.
The Sponsor and Collegiate Funding each represent and warrant to and agree with
the Underwriters that:

     (a) A registration statement on Form S-3 (No. 333-102258), including a form
of prospectus and such amendments thereto as may have been required to the date
hereof, relating to the Notes and the offering thereof from time to time in
accordance with Rule 415 under the Securities Act of 1933, as amended (the
"Act"), has been filed with the Securities and Exchange Commission (the
"Commission"); such registration statement and any post-effective amendment
thereto, each in the form heretofore delivered or to be delivered to the
Underwriters and excluding exhibits to such registration statement but including
all documents incorporated by reference in the prospectus contained therein, to
the Underwriters, have been declared effective by the Commission in such form;
no other document with respect to such registration statement or document
incorporated by reference therein has heretofore been filed or transmitted for
filing with the Commission (other than prospectuses filed pursuant to Rule
424(b) ("Rule424(b)") of the rules and regulations of the Commission (the "Rules
and Regulations") under the Act, each in the


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form heretofore delivered to the Underwriters); and no stop order suspending
the effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or threatened by the Commission.
The various parts of such registration statement including all exhibits thereto
and the documents incorporated by reference in the prospectus contained in the
registration statement at the time such registration statement became effective
(but excluding the Form T-1 filed in connection therewith), each as amended at
the time such part of such registration statement became effective, is
hereinafter referred to as the "Registration Statement," and the prospectus
included in such Registration Statement, as supplemented to reflect the terms of
the Notes as first filed with the Commission after the date of this Agreement
pursuant to and in accordance with Rule 424(b), is hereinafter referred to as
the "Prospectus," a "preliminary prospectus" means any form of prospectus,
including any prospectus supplement, relating to the Notes used prior to the
date of this Agreement that is subject to completion; the "Base Prospectus"
means the base prospectus to be dated on or about November 20, 2003, included in
the Prospectus; the "Prospectus Supplement" means the prospectus supplement to
be dated on or about November 20, 2003, included in the Prospectus.

     (b)   On the effective date of the Registration Statement, the Registration
Statement and the Prospectus conformed in all respects to the requirements of
the Act, the Rules and Regulations and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the Rules and Regulations thereunder,
and, except with respect to information omitted pursuant to Rule 430A of the
Act, did not include any untrue statement of a material fact or, in the case of
the Registration Statement, omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and,
in the case of the Prospectus, omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and on the date of this Agreement and on the Closing Date,
the Registration Statement and the Prospectus will conform in all respects to
the requirements of the Act, the Rules and Regulations and the Trust Indenture
Act, and neither of such documents included or will include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that the foregoing does not apply to statements in or omissions from
the Registration Statement or the Prospectus based upon written information
furnished by the Underwriters (as described in Section 7(b) hereof),
specifically for use therein.

     (c)   The Notes are "asset backed securities" within the meaning of, and
satisfy the requirements for use of, Form S-3 under the Act, as set forth in the
General Instructions to Form S-3, and the conditions of Rule 415 of the Act have
been satisfied with respect to the Registration Statement. The Commission has
not issued and, to the best knowledge of the Company, is not threatening to
issue any order preventing or suspending the use of the Registration Statement.

     (d)   The documents incorporated by reference in the Registration Statement
and Prospectus, when they become effective or hereafter become effective, or at
the time they were or hereafter are filed with the Commission, complied and will
comply in all material respects with the requirements of the Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Trust Indenture Act
and the Rules and Regulations thereunder and none of such documents contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading.

     (e)   Each of Collegiate Funding, the Sponsor, the Seller, the Master
Servicer and the Administrator is duly organized, validly existing and in good
standing under the laws of its respective jurisdiction of organization, is duly
qualified to transact business in each jurisdiction in which it is required to
be so qualified and has all necessary licenses, permits and consents to

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conduct its business as currently conducted and as described in the
Prospectus and to perform its obligations under the Basic Documents except where
the failure to be so qualified or to have such licenses, permits or consents
would not have a material adverse affect on Collegiate Funding, the Sponsor, the
Seller, the Master Servicer or the Administrator, as applicable, or on its
ability to perform its obligations under the Basic Documents.

     (f)   This Agreement and each of the other Basic Documents to which
Collegiate Funding, the Sponsor, the Seller, the Master Servicer or the
Administrator is a party has been duly authorized and, when executed and
delivered by Collegiate Funding, the Sponsor, the Seller, the Master Servicer or
the Administrator, as applicable, will constitute a valid and binding agreement
of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the
Administrator, respectively, enforceable against Collegiate Funding, the
Sponsor, the Seller, the Master Servicer and the Administrator, respectively, in
accordance with its terms, subject as to the enforcement of remedies (i) to
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws affecting creditors' rights generally; (ii) to general principles of equity
(regardless of and whether the enforcement of such remedies is considered in a
proceeding in equity or at law); and (iii) with respect to rights of indemnity
under this Agreement, to limitations of public policy under applicable
securities laws.

     (g)   None of Collegiate Funding, the Sponsor, the Seller, the Master
Servicer or the Administrator is in breach or violation of (i)its organizational
documents or (ii) any indenture, mortgage, deed or trust, lease, credit or
security agreement or other agreement or instrument to which it is a party or by
which it or its properties may be bound, or in violation of any applicable law,
statute, regulation or ordinance or any governmental body having jurisdiction
over it, except where such breach or violation would not have a material adverse
affect on Collegiate Funding, the Sponsor, the Seller, the Master Servicer or
the Administrator, as applicable, or in its ability to perform its obligations
under the Basic Documents.

     (h)   Other than as contemplated by this Agreement or as disclosed in the
Prospectus, there is no broker, finder or other party that is entitled to
receive from the Sponsor, or any affiliate thereof or the Underwriters, any
brokerage or finder's fee or other fee or commission as a result of any of the
transactions contemplated by this Agreement.

     (i)   Neither the Sponsor nor any of its affiliates has entered into, nor
will it enter into, any contractual arrangement with respect to the distribution
of the Notes, except for this Agreement.

     (j)   The Trust is not an "investment company" and is not required to be
registered as an "investment company," as such term is defined in the Investment
Company Act of 1940, as amended (the "Investment Company Act").

     (k)   As of the Closing Date (as defined below), the representations and
warranties of Collegiate Funding, the Sponsor, the Seller, the Master Servicer
and the Administrator, in each of their respective capacities under each of the
Basic Documents to which they are a party, will be true and correct in all
material respects as of the date of such representation or warranty was given
and each such representation and warranty is so incorporated herein by this
reference.

     (1)   The Trust's assignment of the Collateral to the Indenture Trustee
pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of
the Noteholders, a first priority perfected security interest therein, subject
to no other outstanding Lien.

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     (m)  The Notes have been duly authorized on behalf of the Trust. The Notes,
when duly and validly executed, authenticated and delivered in accordance with
the Indenture, and delivered and paid for pursuant hereto, will constitute
legally valid and binding obligations of the Trust, entitled to the benefits of
the Indenture and enforceable in accordance with their terms, subject as to
enforceability to the effects of applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and similar laws now or
hereafter in effect relating to creditors' rights generally and subject to
general principles of equity (whether in a proceeding at law or in equity).

     (n)   Neither the execution, delivery or performance of any of the Basic
Documents by Collegiate Funding, the Sponsor, the Seller, the Master Servicer or
the Administrator, nor the issuance, sale and delivery of the Notes, nor the
fulfillment of the terms of the Notes, will conflict with, or result in a
breach, violation or acceleration of, or constitute a default under, any term or
provision of the formation documents of Collegiate Funding, the Sponsor, the
Seller, the Master Servicer or the Administrator, any material indenture or
other material agreement or instrument to which Collegiate Funding, the Sponsor,
the Seller, the Master Servicer or the Administrator is a party or by which any
of them or their properties is bound or result in a violation of or contravene
the terms of any statute, order or regulation applicable to Collegiate Funding,
the Sponsor, the Seller, the Master Servicer or the Administrator of any court,
regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over Collegiate Funding, the Sponsor, the Seller, the Master
Servicer or the Administrator, or will result in the creation of any lien upon
any material property or assets of Collegiate Funding, the Sponsor, the Seller,
the Master Servicer or the Administrator (other than pursuant to the Basic
Documents).

     (o)   Other than as disclosed in the Prospectus, there are no legal or
governmental proceedings pending to which Collegiate Funding, the Sponsor, the
Seller, the Master Servicer or the Administrator is a party or of which any of
its properties is the subject, which, if determined adversely to Collegiate
Funding, the Sponsor, the Seller, the Master Servicer or the Administrator,
would individually or in the aggregate have a material adverse effect on the
financial position, shareholders' equity or results of operations of any of
them; and, to the best of Collegiate Funding's and the Sponsor's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
others.

     (p)   No consent, license, approval, authorization or order of or
declaration or filing with any governmental authority is required for the
issuance of the Notes or sale of the Notes or the consummation of the other
transactions contemplated by this Agreement or the other Basic Documents, except
for state securities or Blue Sky laws and except such as have been or will have
been prior to the Closing Date duly made or obtained.

     (q)   Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, as amended prior to the date hereof,
there has not been any material adverse change, or any development which could
reasonably be expected to result in a material adverse change, in or affecting
the financial position, shareholders' equity or results of operations of
Collegiate Funding, the Sponsor, the Seller, the Master Servicer or the
Administrator, or Collegiate Funding's, the Sponsor's, the Seller's, the
Servicer's or the Administrator's ability to perform its obligations under this
Agreement or any of the other Basic Documents to which it is a party.

     (r)   Any taxes, fees and other governmental charges owed by Collegiate
Funding, the Sponsor, the Seller, the Master Servicer, the Administrator or the
Trust due on or prior to the Closing Date (including, without limitation, sales
taxes) in connection with the execution,
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delivery and issuance of this Agreement, the other Basic Documents and the
Notes have been or will have been paid at or prior to the Closing Date, except
for taxes, fees and other governmental charges in respect of which the validity
thereof will be contested in good faith by appropriate proceedings.

     (s)   Under generally accepted accounting principles, (i)the Seller will
report its transfer of the Financed Student Loans transferred by it to the
Sponsor pursuant to the Seller Student Loan Purchase Agreement as a sale of the
Financed Student Loans for financial accounting purposes and (ii) the Sponsor
will report its transfer of the Financed Student Loans to the Trust pursuant to
the Sponsor Student Loan Purchase Agreement as a sale of the Financed Student
Loans for financial accounting purposes (it being understood, however, that the
sales described in clauses (i) and (ii) may not be recognized for accounting
purposes due to the application of consolidated financial reporting).

     (t)   Immediately prior to the transfer thereof by the Seller to the
Sponsor, the Seller will be the sole owner of all right, title and interest
in, and will have good and marketable title to, the Financed Student Loans to be
transferred to the Sponsor. Pursuant to the Seller Student Loan Purchase
Agreement, the Seller will transfer to the Sponsor ownership of the Financed
Student Loans. Immediately prior to the transfer thereof to the Trust, the
Sponsor will be the sole owner of all right, title and interest in, and will
have good and marketable title to, the Financed Student Loans. The assignment of
the Financed Student Loans, all documents and instruments relating thereto and
all proceeds thereof to the Trust, pursuant to the Sponsor Student Loan Purchase
Agreement, vests in the Indenture Trustee and the Eligible Lender Trustee, as
appropriate, on behalf of the Trust all interests which are purported to be
conveyed thereby, free and clear of any liens, security interests or
encumbrances, other than those contemplated by the Basic Documents.

     (u)   Immediately upon the transfer of Financed Student Loans by the Seller
to the Sponsor pursuant to the Seller Student Loan Purchase Agreement, the
Sponsor's interest in such Financed Student Loans and the proceeds thereof shall
be perfected by the filing of UCC-1 financing statements naming the Seller and
its eligible lender trustee, as debtors, the Sponsor and its eligible lender
trustee, as secured parties, and the Indenture Trustee, as assignee (the "Seller
Financing Statements") in the offices specified in Schedule I and there shall be
no unreleased UCC financing statements filed against the Seller or its eligible
lender trustee in such Financed Student Loans other than the Seller Financing
Statements. If a court concludes that the transfer of such Financed Student
Loans from the Seller to the Sponsor is a sale, the interest of the Sponsor in
the Financed Student Loans and the proceeds thereof will be perfected upon the
filing of the Seller Financing Statements in the offices specified in Schedule
I. If a court concludes that such transfer is not a sale, the Seller Student
Loan Purchase Agreement and the transactions contemplated thereby shall
constitute a grant by the Seller to the Sponsor of a valid security interest in
the Financed Student Loans and the proceeds thereof, which security interest
will be perfected upon the filing of the Seller Financing Statements in the
office specified in Schedule I. No filing or other action, other than the filing
of the Seller Financing Statements in the offices specified in Schedule I and
any related continuation statements, is necessary to perfect and maintain the
interest or the security interest of the Sponsor in the Financed Student Loans
and the proceeds thereof against third parties.

     (v)   Immediately upon the transfer of the Financed Student Loans by the
Sponsor to the Trust pursuant to the Sponsor Student Loan Purchase Agreement,
the Trust's interest in the Financed Student Loans and the proceeds thereof
shall be perfected by the filing of UCC-1 Financing Statements naming the
Sponsor and its eligible lender trustee, as debtors, the Trust and the Eligible
Lender Trustee, as secured parties, and the Indenture Trustee, as assignee (the



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"Sponsor Financing Statements") in the offices specified in Schedule I and
there shall be no unreleased UCC financing statements filed against the Sponsor
or its eligible lender trustee in the Financed Student Loans other than the
Sponsor Financing Statements. If a court concludes that the transfer of the
Financed Student Loans from the Sponsor to the Trust is a sale, the interest of
the Trust in the Financed Student Loans and the proceeds thereof will be
perfected upon the filing of the Sponsor Financing Statements in the offices
specified in Schedule I. If a court concludes that such transfer is not a sale,
the Sponsor Student Loan Purchase Agreement and the transactions contemplated
thereby constitute a grant by the Sponsor to the Trust of a valid security
interest in the Financed Student Loans and the proceeds thereof, which security
interest will be perfected upon the filing of the Sponsor Financing Statements
in the offices specified in Schedule I. No filing or other action, other than
the filing of the Sponsor Financing Statements in the offices specified in
Schedule I and any related continuation statements, is necessary to perfect and
maintain the interest or the security interest of the Trust in the Financed
Student Loans and the proceeds thereof against third parties.

     (w)   The Indenture and the transactions contemplated thereby constitute a
grant by the Trust and the Eligible Lender Trustee to the Indenture Trustee of a
valid security interest in the Collateral and the proceeds thereof, which
security interest will be perfected upon the filing of UCC-1 Financing
Statements naming the Trust and the Eligible Lender Trustee, as debtors, and the
Indenture Trustee, as secured party (the "Trust Financing Statements"), in the
offices specified in Schedule I and there shall be no unreleased UCC financing
statements filed against the Trust or the Eligible Lender Trustee in the
Collateral other than the Trust Financing Statements. No filing or other action,
other than the filing of the Trust Financing Statements and any related
continuation statements, is necessary to perfect and maintain the interest or
the security interest of the Indenture Trustee in the Collateral and the
proceeds thereof against third parties.

     (x)   The Trust Agreement need not be qualified under the Trust
           Indenture Act.

     (y)   The Indenture has been qualified under the Trust Indenture Act.

     3.   Purchase, Sale and Delivery of the Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Sponsor agrees to cause the Trust to
sell to the Underwriters, and the Underwriters agree, severally and not jointly,
to purchase from the Trust, the principal amount of each class of Notes set
forth opposite the name of such Underwriter on Schedule II hereto at a purchase
price equal to the product of the "Price %" as specified on Schedule III hereto
for such class of Notes and the principal amount of each class of Notes set
forth opposite the name of such Underwriter on Schedule II hereto. The Notes
shall mature on the dates, and shall bear interest at the respective rates,
described in the Prospectus Supplement. For the periods from the Closing Date
through the ends of the respective Initial Auction Periods, (a) the Class A-3
Notes, the Class A-5 Notes and the Class B-1 Notes shall bear interest at rates
not to exceed 3.00% per annum, to be agreed to by the Sponsor and Banc of
America Securities LLC; (b)the Class A-4 Notes, the Class A-6 Notes and the
Class B-2 Notes shall bear interest at rates not to exceed 3.00% per annum, to
be agreed to by the Sponsor and J.P. Morgan Securities Inc.; and (c) the Class
A-7 Notes shall bear interest at rates not to exceed 3.00% per annum, to be
agreed to by the Sponsor and Citigroup Global Markets Inc.

     The Sponsor will deliver the Notes to the Underwriters, against payment of
the purchase price to or upon the order of the Sponsor by wire transfer in
federal (same day) funds, at the office of Stroock & Stroock & Lavan LLP, 180
Maiden Lane, New York, New York 10038, at



<PAGE>

10:00 a.m., New York time on November 25, 2003, or at such other time not
later than seven full business days thereafter as the Underwriters and the
Sponsor agree in writing, such time being herein referred to as the "Closing
Date." The Notes to be so delivered will be initially represented by one or more
Notes registered in the name of Cede & Co., the nominee of DTC. The interests of
beneficial owners of the Notes will be represented by book entries on the
records of DTC and participating members thereof. Definitive Notes will be
available only under the limited circumstances specified in the Basic Documents.

     4.   Offering by Underwriters. It is understood that the Underwriters
propose to offer the Notes for sale to the public (which may include selected
dealers) on the terms set forth in the Prospectus.

     5.   Covenants of the Sponsor. The Sponsor covenants and agrees with the
Underwriters that:

     (a)   The Sponsor will file the Prospectus in a form approved by the
Underwriters with the Commission pursuant to and in accordance with subparagraph
(2) (or, if applicable and if consented to by the Underwriters, subparagraph
(5)) of Rule 424(b) no later than the second business day following the
execution and delivery of this Agreement. The Sponsor will advise the
Underwriters promptly of any such filing pursuant to Rule 424(b).

     (b)   The Sponsor will advise the Underwriters promptly of any proposal to
amend or supplement the Registration Statement or the Prospectus in connection
with the offering of the Notes and will not effect such amendment or
supplementation without the consent of the Underwriters, which consent shall not
be unreasonably withheld or delayed; and the Sponsor will advise the
Underwriters promptly of any amendment or supplementation of the Registration
Statement or the Prospectus in connection with the offering of the Notes and of
the institution by the Commission of any stop order proceedings in respect of
the Registration Statement and will use its best efforts to prevent the issuance
of any such stop order and to obtain as soon as possible its lifting, if issued.

     (c)   If, at any time when a prospectus relating to the Notes is required
to be delivered by an Underwriter or dealer, either (i) any event occurs as
a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (ii) for any other
reason it shall be necessary to amend or supplement the Prospectus to comply
with the Act, the Sponsor promptly will notify the Underwriters of such event
and promptly will prepare, at its own expense, an amendment or supplement which
will correct such statement or omission. Neither the Underwriters' consent to,
nor the Underwriters' distribution of any amendment or supplement to the
Prospectus shall constitute a waiver of any of the conditions set forth in
Section 6 hereof.

     (d)   The Sponsor will, so long as delivery of a prospectus by an
underwriter or dealer is required by the Act, furnish to the Underwriters
copies of any preliminary prospectus, the Prospectus, the Registration Statement
and all amendments and supplements to such documents, in each case as soon as
available and in such quantities as the Underwriters reasonably request.

     (e)   The Sponsor will take all actions which are necessary to arrange for
the qualification of the Notes for offering and sale under the laws of such
jurisdictions as the Underwriters designate and will continue such
qualifications in effect so long as required under such laws for the
distribution of the Notes; provided, however, that in no event shall the Sponsor



<PAGE>


be obligated to qualify as a foreign corporation or to execute a general or
unlimited consent or take any action that would subject it to service of process
in any such jurisdiction.

     (f)   The Sponsor shall, at all times upon request of the Underwriters or
their advisors, or both, from the date hereof through the Closing Date, (i) make
available to the Underwriters or its advisors, or both, prior to acceptance of
its purchase, such information (in addition to that contained in the
Registration Statement and the Prospectus) concerning the offering, the Sponsor
and any other relevant matters as they possess or can acquire without
unreasonable effort or expense, including any and all documentation requested in
connection with its due diligence efforts regarding information in the
Registration Statement and the Prospectus and in order to evidence the accuracy
or completeness of any of the conditions contained in this Agreement and
(ii)provide the Underwriters or its advisors, or both, prior to acceptance of
its subscription, the reasonable opportunity to ask questions of Collegiate
Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with
respect to such matters.

     (g)   Until the retirement of the Notes, the Sponsor will deliver to the
Underwriters the annual statements of compliance and the annual independent
certified public accountants' reports furnished to the Indenture Trustee or the
Eligible Lender Trustee pursuant to the Basic Documents, as soon as such
statements and reports are furnished to the Indenture Trustee or the Eligible
Lender Trustee.

     (h)   So long as any of the Notes are outstanding, the Sponsor will furnish
to the Underwriters as soon as practicable after the end of the fiscal year, all
documents required to be distributed to Noteholders or filed with the Commission
on behalf of the Sponsor pursuant to the Exchange Act, or any order of the
Commission thereunder.

     (i)   On or before the Closing Date (or, in the case of Financed Student
Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor
Student Loan Purchase Agreement after the Closing Date, on or before the date of
such acquisition), the Sponsor shall cause the computer records of the Sponsor,
the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the
Originating Agent and the Administrator relating to the Financed Student Loans
to show the ownership by the Eligible Lender Trustee on behalf of the Trust of
the Financed Student Loans, and from and after the Closing Date (or such later
date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the
Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall
take any action inconsistent with the ownership by the Eligible Lender Trustee
on behalf of the Trust of such Financed Student Loans, other than as permitted
by the Master Servicing Agreement.

     (j)   To the extent, if any, that any of the ratings provided with respect
to the Notes by the rating agency or agencies that initially rate any of
the Notes are conditioned upon the furnishing of documents or the taking of any
other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer,
the Custodian, the Originating Agent or the Administrator on or prior to the
Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the
Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the
Administrator, as applicable, to furnish such documents and take any such other
actions. A copy of any such documents shall be provided to the Underwriters at
the time it is delivered to the rating agencies.

     (k) The Sponsor will pay all expenses incident to the performance of its
obligations under this Agreement, including, with limitation, (i) the printing
and filing of the documents (including the Registration Statement and the
Prospectus); (ii) the preparation, issuance and delivery of the Notes to the
Underwriters; (iii) the fees and disbursements of Collegiate


<PAGE>


Funding's, the Sponsor's, the Seller's, the Master Servicer's and the
Administrator's counsel (including without limitation, local counsel) and
accountants; (iv) the qualification of the Notes under state securities laws,
including filing fees and the fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation of
any blue sky or legal investment survey, if any is requested; (v) the printing
and delivery to the Underwriters of copies of the Registration Statement and the
Prospectus and each amendment thereto; (vi) the reasonable expenses of the
Underwriters (other than its counsel); (vii) the fees and reasonable expenses of
counsel to the Underwriters, (viii) any fees charged by rating agencies for the
rating of the Notes, (ix) the fees and expenses of the Trust and its counsel;
(x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the
Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee
charged by the LIBOR Swap Counterparties.

     (1)   The Sponsor will cause the Trust to make generally available to
holders of Notes, as soon as practicable, but in any event not later than
eighteen months after the effective date of the Registration Statement (as
defined in Rule 158(c) under the Act), an earnings statement of the Trust (which
need not be audited) complying with Section 11(a) of the Act (including, at the
option of the Sponsor, Rule 158).

     (m)   The Sponsor will cooperate with the Underwriters and with their
counsel in connection with the qualification of, or procurement of
exemptions with respect to, the Notes for offering and sale by the Underwriters
and by dealers under the securities or Blue Sky laws of such jurisdictions as
the Underwriters may designate and will file such consents to service of process
or other documents necessary or appropriate in order to effect such
qualification or exemptions; provided that in no event shall the Sponsor be
obligated to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action which would subject it to service of process in
suits, other than those arising out of the offering or sale of the Notes, in any
jurisdiction where it is not now so subject.

     (n)   The Sponsor consents to the use, in accordance with the securities or
Blue Sky laws of such jurisdictions in which the Notes are offered by the
Underwriters and by dealers, of the Prospectus furnished by the Sponsor.

     (o)   The net proceeds from the sale of the Notes hereunder will be applied
substantially in accordance with the description set forth in the Prospectus.

     (p)   Except as stated in this Agreement and in the Prospectus, the Sponsor
has not taken, nor will it take, directly or indirectly, any action designed to
or that might reasonably be expected to cause or result in stabilization or
manipulation of the price of the Notes to facilitate the sale or resale of the
Notes.

     (q)   For the period beginning on the date of this Agreement and ending 90
days hereafter, none of the Sponsor, Collegiate Funding or any entity
affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will,
without prior written notice to the Underwriters, offer to sell or sell notes
(other than the Notes) collateralized by student loans; provided, however, that
this shall not be construed to prevent the sale of student loan applications or
student loans by Collegiate Funding.

     (r)   If, at the time the Registration Statement became effective, any
information shall have been omitted therefrom in reliance upon Rule 430A under
the Act, then, immediately following the execution of this Agreement, the
Sponsor will prepare, and file or transmit for filing


<PAGE>

with the Commission in accordance with such Rule 430A and Rule 424(b) under
the Act, copies of an amended Prospectus containing all information so omitted.

     6.   Conditions of the Obligations of the Underwriters. The obligations of
the Underwriters to purchase and pay for the Notes will be subject to the
accuracy, as of the date hereof and as of the Closing Date, of the
representations and warranties of Collegiate Funding and the Sponsor herein, to
the accuracy of the written statements of officers of Collegiate Funding, the
Sponsor, the Seller, the Master Servicer, the Administrator, the Sub-Servicer,
the Custodian, the Originating Agent, the Delaware Trustee, the Indenture
Trustee and the Eligible Lender Trustee made pursuant to the provisions of this
Section, to the performance by Collegiate Funding and the Sponsor of their
obligations hereunder and to the following additional conditions precedent:

     (a)   The Underwriters shall have received a letter, of Ernst & Young, LLP,
dated on or prior to the date hereof, confirming that such accountants are
independent public accountants within the meaning of the Act, and substantially
in the form of the drafts to which the Underwriters have previously agreed and
otherwise in form and substance satisfactory to the Underwriters and counsel for
the Underwriters (i) regarding certain numerical information contained in the
Prospectus and (ii) relating to certain agreed-upon procedures.

     (b)   The Prospectus shall have been filed with the Commission in
accordance with the Act and Section 5(a) hereof. On or prior to the Closing
Date, no stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Sponsor, shall be contemplated by the
Commission.

     (c)   Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting the Financed Student Loans or particularly
the business or properties of the Trust, Collegiate Funding, the Sponsor, the
Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating
Agent, the Administrator or the LIBOR Swap Counterparties, which, in the sole
discretion of the Underwriters, materially impairs the investment quality of the
Notes; (ii) any downgrading in the rating of any securities of Collegiate
Funding, the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the
Custodian or the Originating Agent, by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the Act), or
any public announcement that any such organization has under surveillance or
review its rating of any such debt securities (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, American Stock Exchange, or
NASDAQ National Market, or any setting of minimum or maximum prices for trading
on such exchange; (iv) any banking moratorium declared by Federal or New York
authorities; (v) any outbreak or escalation of hostilities in which the United
States is involved, any declaration of war or national emergency by Congress,
any material disruption in the financial markets or any other substantial
national or international calamity or emergency if, in the sole judgment of the
Underwriters, the effect of any such outbreak, escalation, declaration, material
disruption, calamity or emergency makes it impractical or inadvisable to proceed
with the public offering or the delivery of the Notes as contemplated by the
Registration Statement, as amended as of the date hereof; (vi)a material
disruption has occurred in securities settlement or clearance services in the
United States; or (vii) any event or development which makes any statement made
in the Registration Statement or Prospectus untrue or which, in the opinion of
the Sponsor or Collegiate Funding and their counsel or the Underwriters and
their counsel, requires



<PAGE>

the filing of any amendment to or change in the Registration Statement or
Prospectus in order to state a material fact required by any law to be stated
therein or necessary in order to make the statements therein not misleading, if
amending or supplementing the Registration Statement or Prospectus to reflect
such event or development would, in the opinion of the Representatives,
materially adversely affect the market for the Notes.

     (d)   On the Closing Date, each of the Basic Documents and the Notes shall
have been duly authorized, executed and delivered by the parties thereto, shall
be in full force and effect and no default shall exist thereunder, and the
Indenture Trustee and the Underwriters shall each have received a fully executed
copy thereof or, with respect to the Notes, a conformed copy thereof. The Basic
Documents and the Notes shall be substantially in the forms heretofore provided
to the Underwriters.

     (e)   The Underwriters shall have received an opinion of LeClair Ryan,
dated the Closing Date and satisfactory in form and substance to the
Underwriters, to the effect that:

                (i)   Each of Collegiate Funding, the Master Servicer and the
          Administrator has been duly formed and is validly existing as a
          limited liability company in good standing under the laws of its
          jurisdiction of organization, with full power and authority to own its
          properties and conduct its business, and is duly qualified to transact
          business and is in good standing in each jurisdiction in which its
          failure to qualify would have a material adverse effect upon
          transactions contemplated by the Basic Documents and its business or
          the ownership of its property.

                (ii)   Each of the Basic Documents to which Collegiate Funding,
          the Master Servicer or the Administrator is a party is the legal,
          valid and binding obligation of Collegiate Funding, the Master
          Servicer and the Administrator, as applicable, enforceable against
          Collegiate Funding, the Master Servicer and the Administrator in
          accordance with its terms.

                (iii)   Neither the execution, delivery and performance by
          Collegiate Funding, the Master Servicer or the Administrator,
          respectively, of the Basic Documents to which it is a party, nor the
          consummation by Collegiate Funding, the Master Servicer or the
          Administrator, as applicable, of the transactions contemplated
          thereby, will conflict with or result in a breach of any of the terms
          or provisions of, or constitute a default under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any of
          the property or assets of Collegiate Funding, the Master Servicer or
          the Administrator, as applicable, pursuant to the terms of the
          formation documents of Collegiate Funding, the Master Servicer or the
          Administrator, as applicable, or any statute, rule, regulation or
          order of any governmental agency or body, or any court having
          jurisdiction over Collegiate Funding, the Master Servicer or the
          Administrator, as applicable, or its properties, or any agreement or
          instrument known to such counsel after due investigation to which
          Collegiate Funding, the Master Servicer or the Administrator, as
          applicable, is a party or by which Collegiate Funding, the Master
          Servicer or the Administrator, as applicable, or any of its properties
          is bound.

                (iv)   No authorization, license, approval, consent or order of,
          or filing with, any court or governmental agency or authority is
          necessary in connection with the execution, delivery and performance
          by Collegiate Funding, the Master Servicer or the Administrator,
          respectively, of the Basic Documents to which it is a party, except
          for


<PAGE>


          those which have been obtained and except for those that may be
          required under state securities or Blue Sky laws.

                (v)   There are no legal or governmental proceedings known to
          such counsel to be pending to which Collegiate Funding, the
          Master Servicer or the Administrator is a party or of which any
          property of Collegiate Funding, the Master Servicer or the
          Administrator is the subject, nor are any such proceedings known to
          such counsel to be threatened or contemplated by governmental
          authorities or threatened by others (i) asserting the invalidity of
          all or any part of the Basic Documents to which Collegiate Funding,
          the Master Servicer or the Administrator is a party, or (ii) that
          could materially adversely affect the ability of Collegiate Funding,
          the Master Servicer or the Administrator to perform its obligations
          under Basic Documents to which it is a party. Such opinion may contain
          such assumptions, qualifications and limitations as are customary in
          opinions of this type and are reasonably acceptable to counsel to the
          Underwriters. In rendering such opinion, such counsel may state that
          they express no opinion as to the laws of any jurisdiction other than
          the federal law of the United States of America (excluding federal
          securities and tax laws) and the laws of the State of Virginia.

          (f)   The Underwriters shall have received an opinion of Stroock &
Stroock & Lavan LLP, special counsel to the Sponsor and the Seller, dated the
Closing Date and satisfactory in form and substance to the Underwriters, to the
effect that:

                (i)  The Sponsor has been duly formed and is validly existing as
          a limited liability company in good standing under the laws of its
          jurisdiction of organization, with full power and authority to own its
          properties, conduct its business and consummate the transactions
          contemplated by the Basic Documents to which it is a party.

                (ii) Each of the Basic Documents to which the Sponsor is a party
          is the legal, valid and binding obligation of the Sponsor enforceable
          against the Sponsor in accordance with its terms.

                (iii) Each of the Basic Documents to which the Seller is a party
          is the legal, valid and binding obligation of
         the Seller enforceable against the Seller in accordance with its terms.

                (iv)   When the Notes have been duly executed, authenticated and
          delivered in accordance with the Indenture and paid for pursuant to
          this Agreement, the Notes will be validly issued and outstanding,
          entitled to the benefits of the Indenture and enforceable in
          accordance with their terms.

                (v)   The Registration Statement is effective under the Act and,
          to the best of such counsel's knowledge, no stop order suspending the
          effectiveness of the Registration Statement or any part thereof or any
          amendment thereto has been issued under the Act and no proceeding for
          that purpose has been instituted or threatened by the Commission.

                (vi)   The Sponsor is not, and will not as a result of the offer
          and sale of the Notes as contemplated in the Prospectus and this
          Agreement become, required to be registered as an "investment company"
          as defined in the Investment Company Act of 1940, as amended (the
          "Investment Company Act").

<PAGE>

                (vii)   The Trust is not, and will not as a result of the offer
          and sale of the Notes as contemplated in the Prospectus and this
          Agreement become, required to be registered under the Investment
          Company Act.

                (viii)   The Indenture has been duly qualified under the Trust
          Indenture Act.

                (ix)   The statements in the Prospectus Supplement under the
          headings "SUMMARY OF TERMS--Federal income tax consequences," "Certain
          Federal Income Tax Considerations," "Summary of Terms--ERISA
          considerations," and "ERISA Considerations," and in the Base
          Prospectus under the headings "Federal Income Tax Consequences,"
          "ERISA Considerations" and "Description of the Federal Family
          Education Loan Program," to the extent that they constitute statements
          of matters of law or legal conclusions with respect thereto, have been
          reviewed by such counsel and accurately describe the matters discussed
          therein.

                (x) The Notes will be properly characterized as debt for federal
          income tax purposes under federal income tax law and the Trust will
          not be characterized as an association (or publicly traded
          partnership) taxable as a corporation under federal income tax law.

                (xi)   The Registration Statement, as of its effective date, and
          the Prospectus as of the date of this Agreement, and any amendment or
          supplement thereto, as of its date, complied as to form in all
          material respects with the requirements of the Act (except with
          respect to the financial statements, the exhibits, annexes and other
          financial, statistical, numerical or portfolio data, economic
          conditions or financial condition of the portfolio information
          included in or incorporated by reference into the Registration
          Statement relating to the Notes, the Prospectus or any amendment or
          supplement thereto).

                (xii)   No facts have come to such counsel's attention which
          cause them to believe that the Registration Statement, as of its
          effective date, and the Prospectus, as of the date of this Agreement,
          or any amendment or supplement thereto, as of its date when it became
          effective, contained any untrue statement of a material fact or
          omitted to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading, or that the
          Prospectus on its date contained or on the Closing Date contains, any
          untrue statement of a material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading; provided that such counsel need not express
          any view with respect to (A) the financial, statistical or
          computational material included in or incorporated by reference into
          the Registration Statement, the Prospectus or any amendment or
          supplement thereto; or (B) statements in the Prospectus Supplement
          under the captions "The Student Loan Operations of Collegiate Funding
          Services Education Loan Trust 2003-B--Description of CFS-SunTech
          Servicing LLC," "Information Relating to the Guarantee
          Agencies--American Student Assistance," "--Great Lakes Higher
          Education Guaranty Corporation" or "--Texas Guaranteed Student Loan
          Corporation" or "LIBOR Derivative Product Agreements--Counterparties
          to the LIBOR Derivative Product Agreements."

          Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriters. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York and the General Corporation Law of the State of
Delaware. In rendering such



<PAGE>


opinion, such counsel may rely on the opinion of Richards, Layton &
Finger for certain matters relating to the laws of the State of Delaware.

          (g)   The Underwriters shall have received the opinion or opinions of
in-house counsel to the Sponsor, the Master Servicer and the Administrator
and/or such other counsel acceptable to the Underwriters and counsel for the
Underwriters, dated the Closing Date and satisfactory in form and substance to
the Underwriters and counsel for the Underwriters, to the effect that:

                (i)   The Sponsor is duly qualified to transact business and is
          in good standing in each jurisdiction in which its failure to
          qualify would have a material adverse effect upon transactions
          contemplated by the Basic Documents and its business or ownership of
          its property.

                (ii)   Neither the execution, delivery and performance by the
          Sponsor of the Basic Documents to which it is a party, nor the
          consummation by the Sponsor of the transactions contemplated thereby,
          will conflict with or result in a breach of any of the terms or
          provisions of, or constitute a default under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any of
          the property or assets of the Sponsor, pursuant to the terms of the
          limited liability company agreement of, or any statute, rule,
          regulation or order of any governmental agency or body, or any court
          known to such counsel to be applicable to the Sponsor or its
          properties, or any agreement or instrument known to such counsel to
          which the Sponsor is a party or by which any of its properties are
          bound.

                (iii)   No authorization, license, approval, consent or order
          of, or filing with, any court or governmental agency or authority,
          which has not been obtained or accomplished by the Sponsor, is
          necessary to be obtained or accomplished by the Sponsor in connection
          with the execution, delivery and performance of this Agreement and
          each of other the Basic Documents to which it is a party, except for
          those that may be required under state securities or Blue Sky laws.

                (iv)   There are no legal or governmental proceedings known to
          such counsel to be pending to which the Sponsor, the Master Servicer
          or the Administrator is a party or of which any property of the
          Sponsor, the Master Servicer or the Administrator is the subject, nor
          are any such proceedings known to such counsel to be threatened or
          contemplated by governmental authorities or threatened by others (i)
          asserting the invalidity of all or any part of the Basic Documents or
          (ii) that could materially adversely affect the ability of the
          Sponsor, the Master Servicer or the Administrator to perform its
          obligations under the Basic Agreements to which it is a party. Such
          opinion may contain such assumptions, qualifications and limitations
          as are customary in opinions of this type and are reasonably
          acceptable to counsel to the Underwriters. In rendering such opinion,
          such counsel may state that they express no opinion as to the laws of
          any jurisdiction other than the federal law of the United States of
          America (excluding federal securities and tax laws).

          (h)    The Underwriters shall have received opinions of Stroock &
Stroock & Lavan LLP and Richards, Layton & Finger, each dated the Closing Date,
satisfactory in form and substance to the Underwriters and counsel for the
Underwriters to the effect that the Indenture Trustee has a valid and perfected,
first priority security interest in the Financed Eligible Loans under the
Indenture.




<PAGE>
          (i)   The Underwriters shall have received an opinion of Richards,
Layton & Finger, special counsel to the Seller, dated the Closing Date,
satisfactory in form and substance to the Underwriters and counsel for the
Underwriters, to the effect that:

                (i)   The Seller has been duly formed and is validly existing in
          good standing as a limited liability company under the laws of the
          State of Delaware.

                (ii)  Under the Delaware Limited Liability Company Act, 6 Del.
          C. S 18-101, et seq. (the "LLC Act"), and the Seller's limited
          liability company agreement, the Seller has all necessary limited
          liability company power and authority to execute and deliver the Basic
          Documents to which it is a party and to perform its obligations
          thereunder.

                (iii)   Under the LLC Act and the Seller's limited liability
          company agreement, the execution and delivery by the Seller of the
          Basic Documents to which it is a party, and the performance by the
          Seller of its obligations thereunder, have been duly authorized by all
          necessary limited liability company action on the part of the Seller.

                (iv)   The execution and delivery by the Seller of the Basic
          Documents to which it is a party, and the performance by the Seller of
          its obligations thereunder, do not violate (A) any Delaware law, rule
          or regulation, or (B) the Seller's limited liability company
          certificate or the Seller's limited liability company agreement.

                (v)   No authorization, consent, approval or order of any
          Delaware court or any Delaware governmental or administrative
          body is required solely in connection with the execution and delivery
          by the Seller of the Basic Documents to which it is a party or the
          performance by the Seller of its obligations thereunder.

                (vi)  The security interest granted by the Seller to the Sponsor
          in the Financed Student Loans is perfected under Delaware Law.

          (j)   The Underwriters shall have received opinions of Stroock &
Stroock & Lavan LLP, in its capacity as counsel to the Sponsor, dated the
Closing Date and satisfactory in form and substance to the Underwriters and
counsel for the Underwriters, with respect to the creation of a "true sale" with
respect to the transfer of the Financed Student Loans from the Seller to the
Sponsor and nonconsolidation of (i) the Seller and the Sponsor and (ii)
Collegiate Funding and the Sponsor. Such opinions shall be limited to the laws
of the State of New York and United States federal law.

          (k)   The Underwriters shall have received an opinion of Stroock &
Stroock & Lavan LLP, in its capacity as counsel to the Sponsor, dated the
Closing Date and satisfactory in form and substance to the Underwriters and
counsel for the Underwriters, with respect to the creation of a "true sale" or
perfected security interest with respect to the transfer of the Financed Student
Loans from the Sponsor to the Trust and nonconsolidation of the Sponsor and the
Trust. Such opinion shall be limited to the laws of the States of New York and
United States federal law.

          (1)   The Underwriters shall have received an opinion of counsel to
the Indenture Trustee and the Eligible Lender Trustee, dated the Closing Date
and satisfactory in form and substance to the Underwriters and counsel for the
Underwriters, to the effect that:

<PAGE>


                (i)   Each of the Indenture Trustee and the Eligible Lender
          Trustee has been duly organized as a national banking association and
          is validly existing and in good standing under the laws of the United
          States.

                (ii)   Each of the Indenture Trustee and the Eligible Lender
          Trustee has the requisite power and authority to execute, deliver and
          perform its obligations under the Indenture and each other Basic
          Document to which it is a party and has taken all necessary action to
          authorize the execution, delivery and performance by it of the
          Indenture and each such Basic Document.

                (iii)   The Eligible Lender Trustee has the full corporate trust
          power to accept the office of eligible lender trustee under the
          Sponsor Student Loan Purchase Agreement and the Indenture.

                (iv)   Each of the Indenture and each other Basic Document to
          which it is a party has been duly executed and delivered by the
          Indenture Trustee and the Eligible Lender Trustee, as applicable, and
          constitutes a legal, valid and binding obligation of the Indenture
          Trustee and the Eligible Lender Trustee, enforceable against the
          Indenture Trustee and the Eligible Lender Trustee in accordance with
          its respective terms.

                (v)   The Notes have been duly authenticated and delivered by
          the Indenture Trustee in accordance with the terms of the
          Indenture.

                (vi)   The execution and delivery by the Indenture Trustee and
          the Eligible Lender Trustee of the Indenture and each other
          Basic Document to which it is a party do not require any consent,
          approval or authorization of, or any registration or filing with, any
          applicable governmental authority.

                (vii)   None of (A)the consummation by the Indenture Trustee or
          the Eligible Lender Trustee of the transactions contemplated in the
          Basic Documents or (B) the fulfillment of the terms thereof by the
          Indenture Trustee, the Eligible Lender Trustee or the Trust, as the
          case may be, will conflict with, result in a breach or violation of,
          or constitute a default under any law or the Articles of Association,
          Bylaws or other organizational documents of the Indenture Trustee or
          the Eligible Lender Trustee or the terms of any indenture or other
          agreement or instrument known to such counsel after due investigation
          and to which the Indenture Trustee or the Eligible Lender Trustee or
          any of its subsidiaries is a party or by which it or any of them is
          bound or any judgment, order or decree known to such counsel to be
          applicable to the Indenture Trustee or the Eligible Lender Trustee or
          any of its subsidiaries, of any court, regulatory body, administrative
          agency, governmental body or arbitrator having jurisdiction over the
          Indenture Trustee or the Eligible Lender Trustee or any of its
          subsidiaries.

                (viii)   The Eligible Lender Trustee is an "eligible lender" for
          purposes of the FFELP Program in its capacity as eligible lender
          trustee with respect to the Financed Student Loans. Such opinion may
          contain such assumptions, qualifications and limitations as are
          customary in opinions of this type and are reasonably acceptable to
          counsel to the Underwriters. In rendering such opinion, such counsel
          may state that they express no opinion as to the laws of any
          jurisdiction other than the federal law of the United States of
          America and the laws of the State of New York.



<PAGE>
          (m) The Underwriters shall have received an opinion of counsel to the
Delaware Trustee, dated the Closing Date and satisfactory in form and substance
to the Underwriters and its counsel, to the effect that:

                (i)   The Delaware Trustee is duly incorporated and is validly
          existing and in good standing as a banking corporation under the laws
          of the State of Delaware and has the power and authority to execute,
          deliver and perform its obligations under the Trust Agreement.

                (ii)  The Trust Agreement has been duly authorized, executed and
          delivered by the Delaware Trustee.

                (iii)   Neither the execution, delivery and performance by the
          Delaware Trustee of the Trust Agreement, nor the consummation of any
          of the transactions by the Delaware Trustee contemplated thereby,
          requires the consent or approval of, the withholding of objection on
          the part of, the giving of notice to, the filing, registration or
          qualification with, or the taking of any other action in respect of,
          any governmental authority or agency under the laws of the State of
          Delaware or the federal laws of the United States of America governing
          the trust powers of the Delaware Trustee.

                (iv)   Neither the execution, delivery and performance by the
          Delaware Trustee of the Trust Agreement, nor the consummation of any
          of the transactions by the Delaware Trustee contemplated thereby, is
          in violation of the charter or bylaws of the Delaware Trustee or of
          the laws of the State of Delaware or of the federal laws of the United
          States of America governing the trust powers of the Delaware Trustee
          or, to our knowledge, without independent investigation, of any
          indenture, mortgage, bank credit agreement, note or bond purchase
          agreement, long-term lease, license or other agreement or instrument
          to which it is a party or by which it is bound or, to our knowledge,
          without independent investigation, of any judgment or order applicable
          to the Delaware Trustee.

          Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriters. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the laws of the State of Delaware.

          (n) The Underwriters shall have received copies of each opinion of
counsel delivered to the Rating Agencies, together with a letter addressed to
the Underwriters, dated the Closing Date, to the effect that the Underwriters
may rely on each such opinion to the same extent as though such opinion was
addressed to each as of its date.

          (o) The Underwriters shall have received opinions of counsel to the
LIBOR Swap Counterparties, each dated the Closing Date, in form and substance
satisfactory to the Underwriters and their counsel.

          (p) The Underwriters shall have received an opinion of Richards,
Layton & Finger, special Delaware counsel for the Trust, dated the Closing Date,
in form and substance satisfactory to the Underwriters and their counsel, to the
effect that:

                (i)   The Trust has been duly formed and is validly existing as
          a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. S
          3801, et seq. (the "Trust Act"), and
<PAGE>


                has the power and authority under the Trust Agreement and
                the Trust Act to execute, deliver and perform its obligations
                under the Basic Documents to which it is a party.

                    (ii) Each of the Basic Documents to which the Trust is a
                party has been duly authorized, executed and delivered by the
                Trust.

                    (iii) The Trust Agreement is the legal, valid and binding
                obligation of Delaware Trustee and the Sponsor, enforceable
                against the Delaware Trustee and the Sponsor in accordance with
                its terms.

                    (iv) Neither the execution, delivery and performance by the
                Trust of the Basic Documents to which it is a party, nor the
                consummation by the Trust of any of the transactions
                contemplated thereby, requires the consent or approval of, the
                withholding of objection on the part of, the giving of notice
                to, the filing, registration or qualification with, or the
                taking of any other action in respect of, any governmental
                authority or agency of the State of Delaware, other than the
                filing of the Certificate of Trust and UCC financing statements
                with the Secretary of State.

                    (v) Neither the execution, delivery and performance by the
                Trust of the Basic Documents to which it is a party, nor the
                consummation by the Trust of the transactions contemplated
                thereby, is in violation of the Trust Agreement or of any law,
                rule or regulation of the State of Delaware applicable to the
                Trust.

                    (vi) Under S 3805(b) of the Trust Act, no creditor of any
                Certificateholder shall have any right to obtain possession of,
                or otherwise exercise legal or equitable remedies with respect
                to, the property of the Trust except in accordance with the
                terms of the Trust Agreement.

                    (vii) Under the Trust Act, the Trust is a separate legal
                entity and, assuming that the Sponsor Student Loan Purchase
                Agreement conveys good title to the Trust property to the Trust
                as a true sale and not as a security arrangement, the Trust
                rather than the Certificateholders will hold whatever title to
                the Trust property as may be conveyed to it from time to time
                pursuant to the Sponsor Student Loan Purchase Agreement, except
                to the extent that the Trust has taken action to dispose of or
                otherwise transfer or encumber any part of the Trust property.

                    (viii) Under S 3805(c) of the Trust Act, except to the
                extent otherwise provided in the Trust Agreement, a
                Certificateholder (including the Sponsor in its capacity as
                such) has no interest in specific Trust property.

                    (ix) Under S 3808(a) and (b) of the Trust Act, the Trust may
                not be terminated or revoked by any Certificateholder, and the
                dissolution, termination or bankruptcy of any Certificateholder
                shall not result in the termination or dissolution of the Trust,
                except to the extent otherwise provided in the Trust Agreement.

                (q)   The Underwriters shall have received an opinion of counsel
          to CFSSunTech, dated the Closing Date and satisfactory in form and
          substance to the Underwriters and counsel for the Underwriters, to the
          effect that:

                    (i) CFS-SunTech has been duly formed and is validly existing
                as a limited liability company in good standing under the laws
                of its jurisdiction of organization, with
<PAGE>

          full power and authority to own its properties and conduct its
          business, and is duly qualified to transact business and is in good
          standing in each jurisdiction in which its failure to qualify would
          have a material adverse effect upon transactions contemplated by the
          Basic Documents and its business or the ownership of its property.

                (ii) The Sub-Servicing Agreement, the Custodian Agreements, the
          Seller Origination Agreement and the Origination Agreement have been
          duly authorized, executed and delivered by CFS-SunTech.

                (iii) The Sub-Servicing Agreement, the Custodian Agreements, the
          Seller Origination Agreement and the Origination Agreement are the
          legal, valid and binding obligations of CFS-SunTech enforceable
          against CFS-SunTech in accordance with its terms.

                (iv) Neither the execution, delivery and performance by
          CFS-SunTech of the Sub-Servicing Agreement, the Custodian Agreements,
          the Seller Origination Agreement or the Origination Agreement, nor the
          consummation by CFS-SunTech of the transactions contemplated thereby,
          will conflict with or result in a breach of any of the terms or
          provisions of, or constitute a default under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any of
          the property or assets of CFS-SunTech, pursuant to the terms of the
          formation documents of CFS-SunTech or any statute, rule, regulation or
          order of any governmental agency or body, or any court having
          jurisdiction over CFSSunTech or its properties, or any agreement or
          instrument known to such counsel after due investigation to which
          CFS-SunTech is a party or by which CFSSunTech or any of its properties
          is bound.

                (v) No authorization, license, approval, consent or order of, or
          filing with, any court or governmental agency or authority is
          necessary in connection with the execution, delivery and performance
          of the Sub-Servicing Agreement, the Custodian Agreements, the Seller
          Origination Agreement or the Origination Agreement.

                (vi) There are no legal or governmental proceedings known to
          such counsel to be pending to which CFS-SunTech is a party or of which
          any property of CFS-SunTech is the subject, nor are any such
          proceedings known to such counsel to be threatened or contemplated by
          governmental authorities or threatened by others (i) asserting the
          invalidity of all or any part of the Sub-Servicing Agreement, the
          Custodian Agreements, the Seller Origination Agreement or the
          Origination Agreement or (ii) that could materially adversely affect
          the ability of CFS-SunTech to perform its obligations under the
          Sub-Servicing Agreement, the Custodian Agreements, the Seller
          Origination Agreement or the Origination Agreement. Such opinion may
          contain such assumptions, qualifications and limitations as are
          customary in opinions of this type and are reasonably acceptable to
          counsel to the Underwriters.

          (r) The Underwriters shall have received an opinion of counsel to the
Investment Agreement Provider, dated the Closing Date, in form and substance
satisfactory to the Underwriters and their counsel.

          (s) The Underwriters shall have received a certificate dated the
Closing Date of the Sponsor, executed by any two of the Chairman of the Board,
the President, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer, any Assistant Treasurer, the Secretary, the principal
financial officer or the principal accounting officer of the Sponsor, in




<PAGE>

which such officer shall state that, (i) the representations and
warranties of the Sponsor contained in this Agreement and the other Basic
Documents to which it is a party are true and correct in all material respects,
(ii) that the Sponsor has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied under such agreements at or
prior to the Closing Date, and (iii) except as may be disclosed in the
Prospectus or in such certificate, no material adverse change, or any
development involving a prospective material adverse change, in or affecting
particularly the business or properties of the Sponsor has occurred.

          (t)   The Underwriters shall have received a certificate dated the
Closing Date of Collegiate Funding, executed by any two of the Chairman of the
Board, the President, any Executive Vice President, Senior Vice President or
Vice President, the Treasurer, any Assistant Treasurer, the Secretary, the
principal financial officer or the principal accounting officer of Collegiate
Funding, in which such officer shall state that, (i)the representations and
warranties of Collegiate Funding contained in this Agreement are true and
correct in all material respects, (ii) that Collegiate Funding has complied with
all agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date, and (iii)
except as may be disclosed in the Prospectus or in such certificate, no material
adverse change, or any development involving a prospective material adverse
change, in or affecting particularly the business or properties of Collegiate
Funding has occurred.

          (u)   The Underwriters shall have received a certificate dated the
Closing Date of each of the Master Servicer and the Administrator, executed by
any two of the Chairman of the Board, the President, any Executive Vice
President, Senior Vice President or Vice President, the Treasurer, any Assistant
Treasurer, the Secretary, the principal financial officer or the principal
accounting officer of the Master Servicer and the Administrator, as applicable,
in which such officer shall state that (i)the representations and warranties of
the Master Servicer and the Administrator, as applicable, contained in the Basic
Documents to which it is a party are true and correct in all material respects,
(ii)that the Master Servicer and the Administrator, as applicable, have complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date and (iii) except
as may be disclosed in the Prospectus or in such certificate, no material
adverse change, or any development involving a prospective material adverse
change, in or affecting particularly the business or properties of the Master
Servicer and the Administrator, as applicable, has occurred.

          (v)   The Underwriters shall have received a certificate of a
responsible officer of CFS-SunTech, dated the Closing Date, in form and
substance satisfactory to the Underwriters and their counsel.

          (w)   The Underwriters shall have received a certificate of a
responsible officer of the Auction Agent, dated the Closing Date, in form and
substance satisfactory to the Underwriters and their counsel.

          (x)   The Underwriters shall have received evidence satisfactory to it
and counsel for the Underwriters that, on or before the Closing Date, the
Sponsor Financing Statements, the Seller Financing Statements and the Trust
Financing Statements shall have been submitted for filing in the appropriate
filing offices.

          (y)   The Underwriters shall have received written evidence
satisfactory to them and counsel for the Underwriters that the Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the
Class A-5 Notes, the Class A-6 Notes and the Class A-7 Notes shall each be rated
"AAA" by Moody's and "AAA" by S&P, and the Class B-1 Notes and Class B-2 Notes




<PAGE>


shall be rated at least "A2" by Moody's and at least "A" by S&P, and neither
corporation shall have placed the Notes under surveillance or review with
possible negative implications.

          (z)   The Underwriters shall have received certificates dated the
Closing Date from each Guarantee Agency, satisfactory to the Underwriters and
counsel for the Underwriters, certifying as to certain information with respect
to each such Guarantee Agency contained in the Prospectus. The Sponsor will
provide or cause to be provided to the Underwriters such conformed copies of
such of the foregoing opinions, certificates, letters and documents as the
Underwriters shall reasonably request.

         7.       Indemnification and Contribution.

        (a)       The Sponsor and Collegiate Funding, jointly and severally,
agree to indemnify and hold harmless the Underwriters and each person,
if any, who controls the Underwriters within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act, and the respective
affiliates, officers, directors and employees of the Underwriters and each such
person, against any losses, claims, damages or liabilities, joint or several, to
which the Underwriters or such controlling person and the respective affiliates,
officers, directors and employees of the Underwriters and each such person may
become subject, under the Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto, or arising
out of or based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to the Underwriters furnished to the Sponsor in writing by the
Underwriters expressly for use therein; provided, however, that the
indemnification contained in this paragraph 7(a) with respect to any Preliminary
Prospectus shall not inure to the benefit of an Underwriter (or to the benefit
of any person controlling an Underwriter) on account of any such loss, claim,
damage or liability arising from the sale of the of Notes by an Underwriter to
any person if the untrue statement or alleged untrue statement or omission or
alleged omission of a material fact contained in such Preliminary Prospectus was
corrected in the Prospectus and such Underwriter sold Notes to that person
without sending or giving at or prior to the written confirmation of such sale,
a copy of the Prospectus (as then amended or supplemented but excluding
documents incorporated by reference therein) if Collegiate Funding has
previously furnished sufficient copies thereof to such Underwriter at a time
reasonably prior to the date such Notes are sold to such person.

          (b)   Each Underwriter, severally and not jointly, agrees to indemnify
and hold harmless the Sponsor and Collegiate Funding and their directors,
officers and each Person, if any, who controls the Sponsor or Collegiate Funding
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Sponsor
to the Underwriters set forth in paragraph 7(a) above, but only with reference
to information relating to such Underwriter furnished to the Sponsor in writing
by such Underwriter expressly for use in any Preliminary Prospectus or the
Prospectus or any amendments or supplements thereto. The written information
furnished by the Underwriters to the Sponsor consists solely of the information
set forth in the second paragraph (excluding the first sentence thereof), the
first sentence of the fifth paragraph and the eighth paragraph under the heading
"Plan of Distribution" in the Prospectus Supplement (the "Underwriters'
Information").




<PAGE>

          (c)  In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to Section 7(a) or 7(b) above, such Person (the "Indemnified
Party") shall promptly notify the Person against whom such indemnity may be
sought (the "Indemnifying Party") in writing; provided, however, that the
failure to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which it may have under this Section 7 except to the
extent that it has been materially prejudiced by such failure and, provided
further, that the failure to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which it may have to the Indemnified Party
otherwise than under this Section 7. The Indemnifying Party, upon request of the
Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to
represent the Indemnified Party and any others the Indemnifying Party may
designate in such proceeding and shall pay the reasonable fees and disbursements
of such counsel related to such proceeding. In any such proceeding, an
Indemnified Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel, (ii) the named parties to any such
proceeding (including any impleaded parties) include both the Indemnifying Party
and the Indemnified Party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them, or (iii)the Indemnifying Party fails to retain counsel as provided in the
preceding sentence. It is understood that the Indemnifying Party shall not, in
respect of the legal expenses of any Indemnified Party in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all such Indemnified Parties and that all such fees and expenses
shall be reimbursed as they are incurred. Such firm shall be designated in
writing by the Underwriters, in the case of parties indemnified pursuant to
Section 7(a) above, and by the Sponsor or Collegiate Funding, in the case of
parties indemnified pursuant to Section 7(b) above. The Indemnifying Party shall
not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party
from and against any loss or liability by reason of such settlement or judgment.
No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened proceeding
in respect of which any Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such settlement (i) does not include a statement as to or admission of, fault,
culpability or a failure to act by or on behalf of any such Indemnified Party,
and (ii) includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such proceeding.

          (d)  To the extent the indemnification provided for in Section 7(a) or
7(b) above is unavailable to an Indemnified Party or is insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
Indemnifying Party under such paragraph, in lieu of indemnifying such
Indemnified Party thereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Sponsor and Collegiate Funding on the one hand and an
Underwriter on the other hand from the offering of the Notes or (ii)if the
allocation provided by clause 7(d)(i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 7(d)(i) above but also the relative fault of the Sponsor
or Collegiate Funding on the one hand and of an Underwriter on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Sponsor and Collegiate
Funding on the one hand and an Underwriter on the other hand in connection with
the offering of the Notes shall be deemed to be






<PAGE>


in the same respective proportions as the net proceeds from the offering of the
Notes (before deducting expenses) received by the Sponsor and the total
discounts and commissions received by such Underwriter, in each case as set
forth in the Prospectus, bear to the aggregate offering price of the Notes. The
relative fault of the Sponsor and Collegiate Funding on the one hand and of an
Underwriter on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Sponsor, Collegiate Funding or by an Underwriter and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

     (e)   The Sponsor, Collegiate Funding and the Underwriters agree that it
would not be just or equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in Section 7(d)
above. The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages and liabilities referred to in Section 7(d) shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount of its underwriting compensation. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 1l(f) of
the Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.

     8.   Default of Underwriter. If, at the Closing, any one or more of the
Underwriters shall fail or refuse to purchase Securities that it has or they
have agreed to purchase hereunder on such date, and the aggregate principal
amount of Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase is ten percent or less of the aggregate
principal amount of Securities to be purchased on such date, the other
Underwriters may make arrangements satisfactory to the Underwriters for the
purchase of such Securities by other persons (who may include one or more of the
non-defaulting Underwriters, including the Underwriters), but if no such
arrangements are made by the Closing Date, the other Underwriters shall be
obligated severally in the proportions that the principal amount of Securities
set forth opposite their respective names in Schedule II hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as the
Underwriters may specify, to purchase the Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date. If, at the Closing, any Underwriter or Underwriters shall fail or refuse
to purchase Securities and the aggregate principal amount of Securities with
respect to which such default occurs is more than ten percent of the aggregate
principal amount of Securities to be purchased, and arrangements satisfactory to
the Underwriters and the Sponsor for the purchase of such Securities are not
made within 36 hours after such default, this Agreement shall terminate without
liability on the part of any nondefaulting Underwriter or the Sponsor, except as
provided in Section 10. In any such case, either the Underwriters or the Sponsor
shall have the fight to postpone the Closing, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or arrangements may be
effected. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 8. Any action taken under this
Section 8 shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

         9.       Computational Materials.



<PAGE>


     (a)   It is understood that the Underwriters may prepare and provide to
prospective investors certain Computational Materials (as defined below) in
connection with the offering of the Notes, subject to the following conditions:

          (i) The Underwriters shall comply with all applicable laws and
     regulations in connection with the use of Computational Materials including
     the No-Action Letter of May 20, 1994 issued by the Commission to Kidder,
     Peabody Acceptance Corporation I, Kidder, Peabody& Co. Incorporated and
     Kidder Structured Asset Corporation, as made applicable to other issuers
     and underwriters by the Commission in response to the request of the Public
     Securities Association dated May24, 1994, and the No-Action Letter of
     February 17, 1995 issued by the Commission to the Public Securities
     Association (collectively, the "Kidder/PSA Letters").

          (ii) As used herein, "Computational Materials" and the term "ABS Term
     Sheets" shall have the meanings given such terms in the Kidder/PSA Letters,
     but shall include only those Computational Materials that have been
     prepared or delivered to prospective investors by or at the direction of an
     Underwriter.

          (iii) Each Underwriter shall provide the Sponsor with representative
     forms of all Computational Materials prior to their first use, to the
     extent such forms have not previously been approved by the Sponsor for use
     by such Underwriter. Each Underwriter shall provide to the Sponsor, for
     filing on Form 8-K as provided in Section 9(b), copies of all Computational
     Materials that are to be filed with the Commission pursuant to the
     Kidder/PSA Letters. Each Underwriter may provide copies of the foregoing in
     a consolidated or aggregated form. All Computational Materials described in
     this subsection (a)(iii) must be provided to the Sponsor not later than
     10:00 a.m., New York time, one business day before filing thereof is
     required pursuant to the terms of this Agreement.

          (iv) If an Underwriter does not provide the Computational Materials to
     the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall
     be deemed to have represented, as of the applicable Closing Date, that it
     did not provide any prospective investors with any information in written
     or electronic form in connection with the offering of the Notes that is
     required to be filed with the Commission in accordance with the Kidder/PSA
     Letters.

          (v) In the event of any delay in the delivery by an Underwriter to the
     Sponsor of all Computational Materials required to be delivered in
     accordance with subsection (a)(iii) above, the Sponsor shall have the fight
     to delay the release of the Prospectus to investors or to such Underwriter,
     to delay the Closing Date and to take other appropriate actions in each
     case as necessary in order to allow the Sponsor to comply with its
     agreement set forth in Section 9(b) to file the Computational Materials by
     the time specified therein.

     (b)   The Sponsor shall file the Computational Materials (if any) provided
to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to
a Current Report on Form 8-K no later than 5:30p.m., New York time, on the date
required pursuant to the Kidder/PSA Letters.

     10.   Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Sponsor and Collegiate



<PAGE>

Funding and their respective officers and of the Underwriters set forth in or
made pursuant to this Agreement or contained in certificates of officers of the
Sponsor or Collegiate Funding submitted pursuant hereto shall remain operative
and in full force and effect, regardless of any investigation or statement as to
the results thereof, made by or on behalf of the Underwriters, the Sponsor,
Collegiate Funding or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Notes. If for any reason the purchase of the Notes by the Underwriters
is not consummated, the Sponsor shall remain responsible for the expenses to be
paid or reimbursed by the Sponsor pursuant to Section 5(k) hereof and the
respective obligations of the Sponsor, Collegiate Funding and the Underwriters
pursuant to Section 7 shall remain in effect. If for any reason the purchase of
the Notes by the Underwriters is not consummated (other than because of a
failure to satisfy the conditions set forth in items (iii), (iv) and (v) of
Section 6(c) or a default by the Underwriters pursuant to Section 8), the
Sponsor will reimburse the Underwriters for all out-of-pocket expenses
reasonably incurred by it in connection with the offering of the Notes.

     11. Notices. Any written request, demand, authorization, direction, notice,
consent or waiver shall be personally delivered or mailed certified mail, return
receipt requested (or in the form of telex or facsimile notice, followed by
written notice as aforesaid) and shall be deemed to have been duly given upon
receipt, if sent to the Underwriters, when delivered to the Underwriters at J.P.
Morgan Securities Inc., 270 Park Avenue, 10th Floor, New York, New York 10017,
Attention: Anthony Hermann (Fax # (212) 834-6564), Banc of America Securities
LLC, 121 W. Trade Street, 12th Floor, NC1-005-12-01, Charlotte, North Carolina
28255, Attention: Christopher G. Cronk (Fax # (704) 386-1193) and Citigroup
Global Markets Inc., 388 Greenwich Street, 35thFloor, New York, New York 10013,
Attention: Mark Weadick (Fax # (212) 212-816-4311) and if sent to the Sponsor
when delivered to 100Riverside Parkway, Suite 125, Fredericksburg, Virginia
22406, Attention: Charles L. Terribile, General Counsel (Fax # (540) 374-2021).

     12. Successors. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any fight or obligations hereunder.

     13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

     14. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to the choice
of law provisions thereof. The Sponsor and Collegiate Funding hereby submit to
the non-exclusive jurisdiction of the federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.


<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us one of the counterparts hereof, whereupon it will
become a binding agreement among the Sponsor and the Underwriters in accordance
with its terms.

                                    Very truly yours,

                                    COLLEGIATE FUNDING OF DELAWARE, L.L.C.

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




                                    COLLEGIATE FUNDING SERVICES, L.L.C.


                                    By: /s/ Kevin Landgraver
                                       -----------------------------------------
                                       Name:  Kevin Landgraver
                                       Title: Chief Financial Officer




The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first written above.

BANC OF AMERICA SECURITIES LLC         CITIGROUP GLOBAL MARKETS INC.

By: /s/ Christopher G. Cronk           By: /s/ Jeb Ebbot
    -----------------------------          --------------------------------
    Name:  Christopher G. Cronk            Name:  Jeb Ebbot
    Title: Managing Director               Title: Director




J.P. MORGAN SECURITIES INC.

By: /s/ Richard J. Perez
    -----------------------------
    Name:  Richard J. Perez
    Title: Vice President