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                                                                    EXHIBIT 10.3

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

             CONSOLIDATION LOAN ORIGINATION RESPONSIBILITY AGREEMENT

This Consolidation Loan Origination Responsibility Agreement dated as of
December 3, 2002 ("Agreement") is by and between COLLEGIATE FUNDING SERVICES,
L.L.C. ("CFS"), and The Brazos Higher Education Service Corporation, Inc., with
its principal office located at 2600 Washington, Waco, TX, P.O. Box 1308, Waco,
TX 76710, acting on behalf of one or more affiliates in conjunction with an
eligible lender trustee ("Lender").

CFS and the Lender hereby agree as follows:

1. Purpose:

      The purpose of this Agreement is to establish terms under which the
      parties agree to operate with respect to the marketing, servicing and
      funding of the Real World Consolidation Loan Program (the "RWCL Program")
      and supercedes the Real World Consolidation Loan Program Origination
      Responsibility Agreement between Collegiate Funding Services, L.L.C. and
      The Brazos Higher Education Services Corporation, Inc. dated as of
      February 1, 2001.

      The following provisions establish the terms, conditions and
      responsibilities of CFS and the Lender with respect to the Lender's
      funding of Consolidation Loans guaranteed under the requirements of the
      Higher Education Act of 1965, as amended.

2. Eligible Loans:

      Borrower accounts processed under the RWCL Program must consist of: at
      least one federal loan qualifying for Federal Consolidation as defined
      under Section 428 C of the Higher Education Act.

3. Definitions:

      Unless the context clearly indicates otherwise, the terms set forth below
      shall have the following meanings:

      A.    "ACT" means Title IV, Parts B, F and G of the Higher Education Act
            of 1965 (20 USC Sec. 1071 et. seq.), as amended and in effect from
            time to time, or any successor enactment thereto, the effective
            administrative regulations promulgated thereunder, and any binding
            directives issued by the Secretary of Education pursuant thereto.

      B.    "APPLICATION" means an application for a Consolidation Loan.

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      C.    "BORROWER" means an individual who is the maker of a Note.

      D.    "BORROWER FILE" means, with respect to any Loan, all documentation
            that is required by the Guarantor of such Loan for the payment of a
            Default claim. Without limiting the generality of the foregoing,
            such documentation shall at a minimum include:

            (1)   the Borrower's Application for such Loan;

            a.    the original Note (or certified copy thereof); and

            b.    an original or imaged copy of a Loan Consolidation
                  Verification Certificate ("LCVC").

      E.    "BUSINESS DAY" means any day, other than a Saturday, a Sunday or a
            day on which banks located in the Commonwealth of Virginia are
            required or authorized by law to remain closed. Any other references
            to "days" shall mean calendar days.

      F.    "CONSOLIDATION LOAN" means a Loan made pursuant to Section 428 C of
            the Act.

      G.    "DEFAULT" means, with respect to any Note, the occurrence of any
            event which shall constitute a default or other grounds for filing a
            Guarantee claim under the terms of the Act.

      H.    "DEFERMENT" means the period defined by the Act and applicable
            Regulations during which a Borrower (in Repayment) may postpone
            making payments.

      I.    "FORBEARANCE" means the period permitted by the Act and the policies
            of the Guarantor during which a Borrower (in Repayment) is permitted
            to temporarily forego payments or make reduced payments.

      J.    "GUARANTEE" or "GUARANTEED" means a written commitment by a
            Guarantor to pay the Lender the unpaid principal balance plus
            accrued unpaid interest of a Loan or any portion thereof upon
            submission of a valid default, death, disability, or bankruptcy
            claim or claim with respect to any other event or circumstance for
            which a claim would be paid under the Act, in accordance with the
            Act and applicable Regulations.

      K.    "GUARANTOR" means any state or private nonprofit organization that
            has entered into agreements with the Secretary to Guarantee Loans
            under the Act.

      L.    "LOAN" means a loan of money (which may be disbursed in one or more
            installments) to or on behalf of a Borrower, contingent upon an
            agreement to repay, evidenced by a Note, which Loan was originated
            in accordance with this Agreement and is a Consolidation Loan under
            the FFELP programs.

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      M.    "NOTE" or "PROMISSORY NOTE" means a promissory note executed by a
            Borrower for a Loan set forth on the appropriate form furnished or
            approved by a Guarantor, which Note meets the criteria set forth by
            the Act and applicable Regulations.

      N.    "ORIGINATION SERVICES" means all processes and duties contemplated
            to be performed by the Servicer under this Agreement.

      O.    "REGULATIONS" means any regulations rules, policies or procedures
            promulgated by a Guarantor or the Secretary.

      P.    "SECRETARY" means the Secretary of Education, United States
            Department of Education, or any predecessor or successor to the
            functions thereof under the Act.

      Q.    "SERVICER" means any loan servicer identified by Lender as the
            designated loan servicer of any Loan or Loans originated under the
            Agreement. If CFS creates, acquires, or designates a servicer
            capable of servicing Consolidation Loans, which shall include the
            ability to support securitization reporting, Lender shall enter into
            a servicing agreement (or amend an existing contract with another
            servicer if one already exists) with that servicer and that servicer
            shall become the Servicer under this Agreement and shall remain the
            Servicer for the life of the Loan unless otherwise directed by CFS.

      R.    "SPECIAL ALLOWANCES" means those amounts which are payable with
            respect to a Loan by the Secretary under Section 438 of the Act or
            any payment of a similar nature prescribed by law hereafter adopted.

      S.    "SUCCESSFULLY COMPLETED APPLICATION" means an application for a
            Consolidation Loan from an eligible Borrower in which CFS submits
            all of the required documentation to Lender to make the Loan,
            regardless of whether it is actually funded or not.

4. Responsibilities of CFS:

      CFS will act as Marketing Agent for Lender with respect to marketing
      Consolidation Loans. As the marketing agent, CFS will source potential
      applicants, receive Applications from Borrowers, review the documentation
      and perform data entry of certain information required to complete the
      consolidation process. CFS will be responsible for insuring that each
      Application submitted for a Consolidation Loan is eligible in all respects
      to be consolidated. CFS and the Lender hereby agree that the Servicer and
      the Lender may rely fully upon CFS's certification of eligibility with
      respect to all actions required of any party other than Servicer or the
      Lender prior to consolidation. Furthermore, CFS shall:

      A.    Perform data entry of information required of Servicer to secure
            required approvals from the Guarantor of the Loan, and to transfer
            such information to Servicer on or before 8:00 a.m. on the business
            day CFS desires disbursement of the Loan. Each such transfer of data
            will constitute certification by CFS that it

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            has complied with its obligations under this Agreement with respect
            to each Loan for which such file is transmitted to Servicer.

      B.    Ensure that each Borrower File is complete and accurate, and that
            the Application meets all requirements for eligibility for
            consolidation under the Act, implementing published regulations, and
            the requirements of the Guarantor of the Loan as specified by the
            Lender.

      C.    Ensure accuracy and completeness of any electronically transmitted
            data, and send corresponding Borrower Files for each Loan funded by
            the sixth Business Day after the date the Loan is funded.

      D.    Provide any missing documentation or information and promptly
            correct any error identified by the Servicer or the Lender as being
            required to have the loan Guaranteed.

      E.    Maintain all license and other governmental approvals and otherwise
            comply with the Act, applicable laws and regulations necessary to
            perform the activities hereunder.

      F.    Act as custodian and bailee for the Lender with respect to all
            original documents for Loans until all such documents are
            transferred to Servicer.

      G.    Subject to Section 8 of this Agreement, reimburse the Lender to the
            extent of the principal balance, outstanding interest and fees paid,
            any Loan deemed by a Guarantor to be uninsured after consolidation,
            provided that the loss or absence of the Guarantee is a result of
            CFS's breach of its obligations under this Agreement. CFS's
            reimbursement obligation under this paragraph is unconditional and
            not subject to offset or recoupment. All reimbursement payments
            shall be made within two Business Days after Lender's delivery of
            written demand to CFS and shall be in an amount equal to the
            outstanding principal amount and all accrued but unpaid Borrower
            interest on the Loans repurchased, unamortized fees paid, and any
            Special Allowances to which the Lender would have been entitled to
            receive with respect to such Loan but for CFS's action or failure to
            act or lack of documentation.

      H.    From and after the effective date of this Agreement, CFS agrees to
            indemnify and save the Lender harmless of, from and against any and
            all loss, cost, damage or expense, including reasonable attorney's
            fees incurred by reason of any breach of CFS's warranties,
            covenants, agreements or representations hereunder, any false or
            misleading representations of CFS, any failure to disclose any
            matter which makes the warranties and representations herein
            misleading, any accuracy in any information furnished by CFS in
            connection herewith, or any negligence or willful misconduct of CFS
            in connection with its duties and responsibilities as set forth and
            contemplated under this Agreement.

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      I.    Lender agrees that CFS has the option to provide disbursement
            services for Lender on all Consolidation Loans that are funded by
            Lender under this Agreement.

5. Responsibilities of the Lender:

      Lender will perform the duties and adhere to the responsibilities outlined
      in this Agreement and shall be obligated to provide daily disbursement for
      all loans offered by CFS under this Agreement.

6. Responsibilities of the Servicer:

      Any Servicer retained by Lender to service Loans funded under this
      Agreement from time-to-time shall:

      A.    Promptly upon receipt of the electronic or paper data for a Loan CFS
            provides under Section 4.A., perform the actions necessary to
            prepare such Loans for loading to the Servicer's system and
            authorize disbursement by the Lender. The funding authorization
            shall be in a form acceptable to the Lender and will be faxed by the
            Servicer to the Lender (with the original to be forwarded later) at
            least 30 minutes prior to the latest time the Lender may initiate
            its electronic funding transaction, provided that:

            (1)   The data provided electronically by CFS contains no errors or
                  problems that cause undue or unexpected delays;

            (2)   CFS has given Servicer at least 15 days prior written notice
                  of additional Guarantors or one day's prior written notice to
                  Servicer via fax or other electronic transmission of other
                  payees to whom funds must be disbursed; and

            (3)   CFS has given at least two days notice of any significant
                  increase in either the number of Loans or the number of
                  disbursements to be processed or of any other special
                  circumstance that could cause delay.

      B.    The Servicer shall, promptly upon receipt of each file, undertake
            its obligation with respect to such files and begin reviewing the
            file for each Loan to confirm the following:

            (1)   the original LCVC or an imaged copy of the LCVC is present and
                  signed by a representative of the owner of the Loans being
                  consolidated, or by any agent representing the owner and
                  authorized to execute the LCVC on behalf of the owner.

            (2)   Application/Promissory Note is present and signed by the
                  Borrower. The Servicer shall have no obligation to verify the
                  actual signature of the Borrower.

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      C.    Servicer shall, upon funding, convert the Loans to its servicing
            system and commence repayment servicing.

      D.    Servicer shall immediately inform the Lender and CFS in writing of
            any Loan determined to be uninsured as a result of actions or
            failure to act by CFS or any other party.

      E.    Servicer's obligations under this Section 6 shall be in addition to
            and not in lieu of its obligations under any servicing agreement and
            custodian agreement between the Servicer and the Lender. This
            Agreement shall in no way limit Servicer's obligations under any
            servicing agreement or custody agreement.

      F.    Servicer will process any required LCVC and follow-up with current
            holders to complete any additional loan(s) for the Borrower for
            Borrower requests to add eligible loans to their Consolidation Loan.

      G.    Servicer must be capable of administering multiple Borrower benefit
            plans including but not limited to those detailed in Section 12,
            graduated and extended repayment plans, ACH benefits and forms,
            spousal loan consolidations and any deferment, forbearance or
            adjustments requested by the Borrower and permitted by the Act.
            Servicer must be capable of administering all CFS Borrower benefit
            plans described in this paragraph.

      H.    Servicer must have the capability to request a blanket guaranty
            through electronic transmission with any Guarantor.

7. Insurance:

      CFS shall obtain and maintain in force until all Loans that Lender funds
      hereunder are repaid in full or paid as a claim by a Guarantor, and upon
      the request of the Lender furnish proof of, errors and omissions and
      liability insurance policies acceptable to the Lender providing coverage
      per occurrence (with not more than $50,000 deductible), with respect to
      claims by Lender, arising from CFS's failure to perform any of its
      responsibilities under the Agreement, each in an amount of at least
      $1,000,000. Such policy shall be maintained with an insurer rated not
      lower than A- by A.M. Best Co., and shall provide that the policy cannot
      be canceled or modified without at least 60 days written notice to Lender.
      The policy shall not be amended or modified in any manner which limits,
      restricts, or conditions the coverage provided, decreases the amount of
      coverage or increases the deductible, or in any other way reduces the
      coverage provided, without the prior written consent of Lender.

8. Reimbursement Procedure:

      A.    If the Lender believes that CFS is obligated to reimburse it for any
            Loan pursuant to Section 4.G. hereof, the Lender shall:

            (1)   Notify CFS in writing of the reason for CFS's obligation to
                  reimburse along with documentation from the Guarantor
                  detailing the basis for such

<PAGE>

                  notice and CFS shall have 90 days after receipt of such notice
                  to reimburse such Loan.

            (2)   In the case of notice from Servicer, notify the Lender, in
                  writing, of the reason for CFS's obligation to reimburse and
                  follow Lender's instructions with respect to the Loan, any
                  extension of the cure period or other actions determined to be
                  appropriate by the Lender.

      B.    Purchase of Consolidated Loan - If an error occurs after the CFS
            transmission of a Successfully Completed Application, and the Lender
            is not able to correct the error to the satisfaction of CFS, the
            Lender will allow CFS to repurchase the Consolidation Loan at the
            fee paid to CFS by Lender under in Section 13.

9. Loan Application Average Balance:

      Borrowers must have Loan indebtedness of at least [****]. CFS agrees to
      maintain an average quarterly application size of [****] that the Lender
      will review quarterly. Should the average Application amount remain below
      [****] for two consecutive quarters, the Lender reserves the right to
      limit or cease funding after giving CFS 90 days written notice of its
      intention to do so.

10. Eligible Guarantor and Servicer:

      CFS shall have the right to designate the Guarantor or Guarantors and
      Servicer or Servicers for the Loans. The Lender shall enter into an
      agreement with said designated Guarantor(s) and Servicer(s) prior to the
      processing of any Loans under this Agreement. If CFS does not exercise its
      right to designate the Guarantor(s) and/or Servicer(s), then:

      A.    Any Guarantor(s) selected by the Lender must have the capability of
            accepting and administering national guarantees, same-day blanket
            guarantee for servicer forwarded electronic borrower files, and
            spousal loan consolidations. Lender shall also communicate to CFS
            any Guarantor changes/amendments to the Guarantor's current process
            and procedures that may affect the guarantee of any Loan.

      B.    The Servicer(s) must be able to meet requirements as described in
            Section 6.

11. Funding:

      The Lender agrees to fund eligible Loans offered by CFS up to but not
      exceeding [****] for the Initial Term of this Agreement.

      The funding shall begin within a reasonable time but no later than
      December 31, 2002 unless all contracts necessary for funding have not been
      executed by all the appropriate parties.

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12. Borrower Benefits:

      The Lender agrees to provide incentives described in this Section 12 to
      Borrowers of Consolidation Loans made under the RWCL Program to pay their
      Loans in a timely manner.

      PLAN A: Under Borrower Incentive Plan A, after making the first 60 monthly
      scheduled payments on-time, Borrowers shall receive a reduction in their
      interest rate of up to but not greater than 1%.

      PLAN B: Under Borrower Incentive Plan B, after making the first 36 monthly
      payments on-time, Borrowers shall receive a reduction in their interest
      rate of up to but not greater than 1%.

      PLAN C: Under Borrower Incentive Plan C, after making the first 48 monthly
      payments on time, Borrowers shall receive a reduction in their interest
      rate of up to but not greater than 1%.

      Under any Incentive Plan, Borrowers must make and maintain on-time
      scheduled payments to continue to qualify for the rate reduction.
      "On-time" scheduled payment is considered to be one that is made prior to
      the 15th day of delinquency.

      Regardless of Incentive Plan, CFS may, but is not required to offer
      Borrowers up to 0.25% (one quarter of one percent) rate reduction upon the
      commencement of electronic drafting for Consolidation Loan payment
      purposes. Said 0.25% rate reduction, if offered, shall only apply so long
      as the Borrower maintains electronic drafting for making scheduled
      payments and is in active repayment on their Loan.

      CFS may offer one or more of the above Borrower Incentive Plans (Plan A,
      Plan B or Plan C) at any time during the term of this Agreement.

      CFS shall have sole and exclusive responsibility and liability for
      accurately communicating to each Borrower the Incentive Plan terms that
      apply to the Borrower's Loan. CFS shall clearly and conspicuously mark the
      electronic and/or paper records supporting each Loan to identify the
      Incentive Plan terms that apply to such loan and ensure communication of
      the same to the designated Servicer. If the Lender sells or securitizes
      any Loan, Lender shall ensure that the Borrower benefits on each Loan are
      continued by any Purchaser or subsequent Purchaser of such Loan. Lender
      indemnifies and agrees to hold CFS harmless from any and all loss, damage,
      or liability that results or may result from the Lender's noncompliance
      with the requirements of this paragraph.

      The Lender, CFS, or Servicer may reinstate disqualified Borrowers that
      lose their benefits due to Servicer error. The Servicer shall communicate
      to the Borrowers when they have achieved the rate reduction, at
      disqualification and at reinstatement, as applicable.

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13. Fees:

      For the first 270 days after this Agreement is effective or funding by the
      Lender of [****], whichever comes first, a fee of [****] for each
      Successfully Completed Application shall be paid. Thereafter the fees
      stated below shall apply.

      CFS shall receive a fee of [****] for every Successfully Completed
      Application under Plan A.

      CFS shall receive a fee of [****] for every Successfully Completed
      Application under Plan B.

      CFS shall receive a fee of [****] for every Successfully Completed
      Application under Plan C.

14. Marketing:

      i.    Marketing the RWCL Program is the responsibility of CFS, subject to
            the following conditions. The Lender and Servicer will not produce
            any of the marketing materials developed, nor will their names be
            used in any promotions without their prior written consent.

      ii.   Lender agrees that CFS can cross market mutually agreed upon
            products and services to Borrowers during the term of this Agreement
            and up to sixty (60) months after this Agreement is terminated. In
            performing these cross marketing services as a service provider for
            Lender, CFS shall at all times comply with (i) Title V of the
            Graham-Leach-Bliley Act, the implementing regulations thereof, and
            all other applicable federal and state consumer privacy laws and
            regulations, and (ii) Direct Marketing Association guidelines and
            all State "do not solicit" telemarketing lists (whether covering
            telemarketing or direct mail marketing). Furthermore, CFS shall not
            attempt further phone calls or send additional mailings to, or in
            any way contact, individuals who request that no future phone calls,
            mailings, or contracts be made to the individual.

15. Regulatory Changes:

      If regulatory or legislative changes occur to the FFELP consolidation
      program which renders the Lender and/or CFS unable to continue the RWCL
      Program in compliance with the law, or materially impacts the Lender's or
      CFS' profit margin, the Lender and CFS shall make a good faith effort to
      restructure the Agreement to bring Lender and CFS into compliance with the
      law within the RWCL, or renegotiate the pricing structure. If Lender and
      CFS are unable to mutually agree to a restructured Agreement that allows
      them both to continue in compliance with the law at a reasonable profit
      margin, Lender and/or CFS shall have the option to withdraw from the RWCL
      Program with 180 days prior written notice to the other. If legislative or
      regulatory changes prohibit, limit or alter the compensation provisions
      for the service rendered by CFS to Lender, either party shall have the
      option to negotiate an amendment to the Agreement or withdraw from the
      RWCL Program with 180 days prior notice to the other party.

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16. Invoicing:

      CFS shall invoice each Friday for all Successfully Completed Applications
      transmitted to Servicer(s) during that week. Lender agrees to execute a
      wire transfer of funds for all invoices within three Business Days of
      receipt of invoice.

17. Expenses:

      Other than the expenses described in this Agreement, all parties agree to
      be responsible for their respective expenses under the RWCL Program. CFS
      shall be responsible for the cost of all marketing materials, data entry,
      sales and related expenses incurred with respect to its marketing
      activities.

18. Confidentiality:

      This Agreement is considered confidential by all parties hereto and must
      not be copied or disclosed to anyone other than employees of the parties
      directly involved in the RWCL Program or such accountants, attorneys, or
      other professional advisors or government agencies having jurisdiction
      over such parties without the written consent of the other parties, except
      as otherwise required by law.

19. Representations, Warranties, and Covenants of CFS:

            CFS represents and warrants each of the following to the Lender on
            the date of this Agreement, on the date of each request for Lender
            to originate and fund any Loan and on the date of Lender's funding
            of any Loan:

      A.    CFS (i) is duly organized, validly existing, and in good standing
            under the laws of the jurisdiction in which it is organized; (ii) is
            duly qualified to transact business and is in good standing as a
            foreign limited liability company in each jurisdiction where the
            nature and extent of its business and properties require due
            qualification and good standing; (iii) possesses all requisite
            authority, permits and power to conduct its business as is now
            being, or is contemplated by this Agreement to be, conducted; and
            (iv) is in compliance with all applicable laws.

      B.    The execution and delivery by CFS of this Agreement and the
            performance by it of its obligations hereunder (i) are within its
            limited liability company power; (ii) have been duly authorized by
            all necessary company action; (iii) except for any action or filing
            that has been taken or made on or before the date of this Agreement,
            requires no action by or filing that has been taken or made on or
            before the date of this Agreement, require no action by or filing
            with any governmental agency; and (iv) do not violate any provision
            of its operating or company agreement.

      C.    This Agreement will, upon execution and delivery by all parties
            thereto, constitute a legal and binding obligation of CFS,
            enforceable against CFS according to its terms.

<PAGE>

      D.    CFS is not subject to, or aware of the threat of, any litigation
            that is reasonably likely to be determined adversely to it and that,
            if so adversely determined, would have a material adverse effect on
            its financial condition and no outstanding or unpaid judgments
            against CFS exist.

      E.    Each Loan CFS requests to be originated and funded by Lender (i) is
            genuine in all respects and what it purports to be; (ii) is free
            from any material claim for credit, deduction, or allowance of any
            such obligor and free form any defense, dispute, setoff,
            counterclaim (other than for payments made in respect of it); (iii)
            was originated and is in compliance in all material respects with
            all laws and rules and regulations; and (iv) conforms to the
            applicable requirements for Guarantee.

      CFS further represents and warrants to the Lender the following: until all
      Loans that Lender funds hereunder have been repaid in full or paid as a
      claim by a Guarantor, CFS or transferred by the Lender to another entity:

      F.    CFS shall maintain books, records and accounts necessary to prepare
            financial statements according to GAAP.

      G.    Upon two (2) Business Days prior written notice, CFS shall allow
            Lender (including Lender's regulators and auditors) to inspect any
            of its properties, to review reports, files and other records and to
            make and take away copies, to conduct tests or investigations and to
            discuss any of its affairs, conditions and finances with its
            directors, officers, employees or representatives from time-to-time
            during reasonable business hours. However, this section is strictly
            limited to those files, records, reports, affairs, conditions, and
            finances relating to Loans owned by Lender.

      H.    CFS shall (i) maintain good standing in its state of organization,
            and (ii) maintain all licenses, permits, and franchises necessary
            for its business.

20. Representations and Warranties of Lender:

      Lender represents and warrants to CFS on the date of this Agreement, on
      the date of each request for Lender to originate and fund any Loan, and on
      the date of Lender's funding of any Loan:

      A.    Lender (i) is duly incorporated, validly existing, and in good
            standing under the laws of the jurisdiction in which it is
            organized; (ii) is duly qualified to transact business and is in
            good standing as a foreign company in each jurisdiction where the
            nature and extent of its business and properties require due
            qualification and good standing; and (iii) possesses all requisite
            authority, permits and power to conduct its business as is now
            being, or is contemplated by this Agreement to be, conducted and(iv)
            is in compliance with all applicable laws.

      B.    The execution and delivery by Lender of this Agreement and the
            performance by it of its obligations hereunder (i) are within its
            corporate power; (ii) have been duly authorized by all necessary
            action; (iii) except for any action or filing that

<PAGE>

            has been taken or made on or before the date of this Agreement,
            require no action by or filing with any governmental agency; and
            (iv) do not violate any provision of its articles of incorporation.

      C.    This Agreement will, upon execution and delivery by all parties
            thereto, constitute a legal and binding obligation of Lender,
            enforceable against Lender according to its terms.

      D.    Lender is not subject to, or aware of the threat of, any litigation
            that is reasonably likely to be determined adversely to it and that,
            if so adversely determined, would have a material adverse affect on
            its financial condition.

21. Notice:

      All notices given under this Agreement shall be in writing and shall be
      sent by certified mail, return receipt requested or by Courier Service
      that can validate receipt of such notice to the parties, at their
      respective addresses given below. Such notice shall not be effective until
      received by the respective party.

            IF TO CFS:

            Mr. J. Barry Morrow, CEO
            Collegiate Funding Services, L.L.C.
            100 Riverside Parkway, Suite 125
            Fredericksburg, Virginia 22406

            IF TO LENDER:

            The Brazos Higher Education Service Corporation, Inc.
            Attn: Murray Watson, Jr.
            2600 Washington Avenue
            Waco, TX 76710
            P.O. Box 1308
            Waco, TX  76703-1308
            Fax# (254) 754-0267

22. Entire Agreement:

      This Agreement represents the entire agreement of the parties. Each of the
      parties has read and understands this Agreement, and has had the
      opportunity to have this Agreement reviewed by an attorney.

23. Term:

      The parties agree that the term of the Agreement shall be from the date
      first written above until the close of business on December 31, 2003 (the
      "Initial Term of this Agreement") and shall automatically renew for an
      additional one year terms unless one of the parties

<PAGE>

      notifies the other respective party in writing of its intent not to renew
      at least 90 days prior to the end of the Initial Term or 180 days for any
      renewal term.

      Either party may terminate this agreement upon 60 days notice upon the
following:

      A.    Any representation or warranty made by either party (or any of its
            officers) under or in connection with this Agreement shall prove to
            have been incorrect in any material respect when made; or

      B.    Either party shall fail to perform or observe any term, covenant or
            agreement contained in this Agreement on its part to be performed or
            observed, and such failure shall remain uncured for 60 days after
            notice of such failure is received from the other party; or

      C.    Either party shall generally not pay its debts as such debts become
            due, or shall admit in writing its inability to pay its debts
            generally, or shall make a general assignment for the benefit of
            creditors; or any proceeding shall be instituted by or against
            Borrower seeking to adjudicate it a bankrupt or insolvent, or
            seeking liquidation, winding up, organization, arrangement,
            adjustment, protection, relief, or composition of it or its debts
            under any law relating to bankruptcy, insolvency or reorganization
            or relief of debtors, or seeking the entry or an order for relief or
            the appointment of a receiver, trustee, custodian or other similar
            official for it or for any substantial part of its property and, in
            the case of any such proceeding instituted against it (but not
            instituted by it), either (i) such proceeding shall remain
            undismissed or unstayed for a period of 30 days, or (ii) any of the
            actions sought in such proceeding (including, without limitation,
            the entry of an order for relief against, or the appointment of a
            receiver, trustee, custodian or other similar official for, it or
            for any substantial part of its property) shall occur; or Borrower
            shall take any corporate action to authorize any of the actions set
            forth above in this subsection (d); or

      D.    Any judgment or order for the payment of money in excess of $500,000
            which is not covered by applicable insurance shall be rendered
            against either party and either (i) enforcement proceedings shall
            have been commenced by any creditor upon such judgment or order (ii)
            there shall be any period of 10 consecutive days during which a stay
            of enforcement of such judgment or order, by reason of pending
            appeal or otherwise, shall not be in effect; or

      E.    Either party incurs or suffers a material adverse change in its
            financial condition which, in the discretion of the other party,
            adversely affects its ability to perform any of its obligations
            under the Agreement.

24. Ownership Change

      This contract is assignable by either party upon written consent of the
      other party, which consent shall not be unreasonably withheld.

<PAGE>

25. Amendment:

      This Agreement may be amended only by a written instrument signed by all
      of the parties hereto. The effective date of any amendments shall be the
      date the parties have signed said instrument unless otherwise stated
      therein.

26. Binding Effect:

      This Agreement shall be binding upon and shall inure to the benefit of the
      parties and each one's permitted successors and assigns. No party may
      assign its rights or delegate its duties under this Agreement without the
      other parties' prior written consent (which shall not be unreasonably
      withheld.). Any assignment contrary to the foregoing shall be void.

27. Agency:

      The parties acknowledge that nothing herein is intended to authorize CFS
      or the Lender to enter into an agency relationship with any other entity
      or individual, including without limitation the holder of any loans to be
      consolidated or their agents, nor shall any provision hereof be
      interpreted as creating such an agency relationship or subjecting either
      the Lender or CFS to any liability, loss or imputed or vicarious
      knowledge, liability, or loss in connection with any Loan made pursuant to
      this Agreement by reason of any act or omission of any such other entity
      or individual.

28. Default; Jurisdiction:

      Should any party default hereunder, the nondefaulting party shall be
      entitled to recover all costs of enforcing this Agreement, including
      reasonable attorney's fees. This agreement shall be governed by, subject
      to, and interpreted in accordance with the laws of the Commonwealth of
      Virginia without regard for its conflict of laws statute.

29. Indemnification.

      Each party (the "Indemnifying Party") agrees to assume liability and to
      pay for, and hereby agrees to indemnify, defend, and hold harmless the
      other party (the "Indemnified Party") and its officers, directors,
      employees, Affiliates, successors, and assigns from and against any and
      all liabilities, losses, costs, damages, penalties, fines, or expenses,
      including without limitation legal costs and reasonable attorney's fees
      (together "Losses"), in connection with any claims, suits or proceedings
      made or brought by a third party to the extent that such Losses result
      from, arise out of, or relate to a violation, breach or non-performance by
      the Indemnifying party or its agent(s) of any of the Indemnifying Party's
      obligations, covenants, representations, warranties, or certifications
      under or in connection with this Agreement. It is specifically understood
      that neither party shall make or agree to any settlement of any such claim
      involving financial compensation by the other party, its successors,
      assigns, or Affiliates. Except in the event of fraud or criminal
      misconduct, neither party shall be responsible or liable to the other
      party for consequential, incidental, indirect, special or punitive
      damages.

<PAGE>

30. Severability.

      It is the intent of the parties that the Agreement be construed and
      interpreted in a manner such as to permit enforcement of all of its terms.
      However, if any provision of this Agreement is held invalid or
      unenforceable in any jurisdiction for any reason, such provision shall, as
      to such jurisdiction, be ineffective to the extent of such invalidity or
      unenforceability without invalidating the remainder of such provision or
      the remaining provisions hereof, and any such invalidity or
      unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction, unless such
      invalidity shall destroy the economic incentive for either party's
      participation in the Agreement. Such invalid or unenforceable provision
      shall be amended, if possible, in accordance with Section 25 hereof in
      order to accomplish the purposes of this Agreement.

31. Mandatory Arbitration.

      Any dispute or controversy between the parties involving less that
      $250,000 arising out of, connected with or relating to this Agreement
      shall be resolved by binding arbitration administered and conducted under
      the Commercial Arbitration Rules of the American Arbitration Association
      and title 9 of the United States Code. The prevailing party in any
      judicial action or arbitration shall be entitled to reimbursement from the
      other party for cost, filing fees, arbitration filing fees, reasonable
      pretrial, trial and appellate attorneys' fees, witness fees, expert fees,
      arbitration panel fees, and travel fees. A judgment upon the arbitration
      award may be entered in any court having jurisdiction. Any arbitration
      hearing shall take place in the Commonwealth of Virginia. Nothing in this
      section, however, shall prevent either party from seeking equitable relief
      from a court of competent jurisdiction for the other party's breach of
      Sections 12, 19 and 20 hereof or infringement of intellectual property
      rights and proprietary sections of this Agreement.

32. No Implied Waivers.

      No failure or delay on the part of any party in exercising any right,
      privilege, power, or remedy under this Agreement, and no course of
      dealings among the parties, shall operate as a waiver of such right,
      privilege, power, or remedy; nor shall any single or partial exercise of
      any right, privilege, power, or remedy under this Agreement preclude any
      other or further exercise of any right, privilege, power, or remedy or the
      existence of any other right, privilege, power, or remedy. No waiver shall
      be effective against any party unless signed in writing by an authorized
      officer of such party.

33. Corporate Obligation.

      No director, officer, employee or agent of any party shall be individually
      liable to any other party for the taking of any action, or for refraining
      to take any action, in good faith pursuant to this Agreement. The
      Agreement is a corporate obligation and any liability arising hereunder
      shall be a corporate liability.

<PAGE>

34. Remedies Not Exclusive.

      No remedy by the terms of this Agreement conferred upon or reserved to any
      party hereto is intended to be exclusive of any other remedy, but each and
      every such remedy shall be cumulative and in addition to every other
      remedy given under this Agreement or existing at law or in equity
      (including, without limitation the right to such equitable relief by way
      of injunction) or by statute on or after the date of this Agreement.

      Entered into as of this 3rd day of December, 2002.

THE BRAZOS HIGHER EDUCATION SERVICE CORPORATION, INC.

By /s/ Murray Watson, Jr.
  -----------------------------
  Murray Watson, Jr., President

COLLEGIATE FUNDING SERVICES, LLC

By /s/ J. Barry Morrow
  ------------------------------
  J. Barry Morrow, Chief Executive Officer

<PAGE>

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

Murray Watson                                                             BR2001

From:                     Mike Macomber [mike.macomber@bhesc.org]
Sent:                     Thursday, September 04, 2003 12:06 PM
To:                       murray.watson@bhesc.org
Subject:                  FW: Brazos Email Agreement

Importance:               High

Message
-----Original Message-----

From:  Mike Macomber [mailto:mike.macomber@bhesc.org]
Sent:  Wednesday, September 03, 2003 4:53 PM
To:  murray.watson@bhesc.org
Subject:  FW: Brazos Email Agreement
Importance:  High

-----Original Message-----

From:  Thomas Buffoni [mailto:tbuffoni@cfsloans.com]
Sent:  Wednesday, September 03, 2003 4:50 PM
To:  `Mike.Macomber@bhesc.org'
Subject: FW: Brazos Email Agreement

-----Original Message-----
From: Thomas Buffoni
Sent: Wednesday, September 03, 2003 12:18 PM
To: Clark McGhee
Subject: FW: Brazos Email Agreement

This will confirm our agreement under the Consolidation Loan Origination
Responsibility Agreement dated as of December 3, 2002 between Collegiate Funding
Services, LLC ("CFS") and The Brazos Higher Education Service Corporation, Inc.
("Lender") that the Lender agrees to fund at least [****] in Successfully
Completed Applications ("SCA") during the month of September 2003 at a marketing
fee of [****] per SCA. Payment for all SCA sent to Lender under the Agreement as
modified by this email agreement received by Lender by 3 PM on September 26,
2003 shall be made by wire transfer to CFS's designated account no later than 3
PM on September 29, 2003.

Except as modified by the terms contained in this email, the terms and
conditions of the Agreement shall remain in full force and effect. Please

<PAGE>

confirm your agreement to these terms by signing and dating a copy of this email
and faxing it to me at 540-368-5959. I will fax a signed copy to you. We will
then send you (and ask that you do the same) a signed copy for your records.

Collegiate Funding Services, LLC
The Brazos Higher Education Service Corporation, Inc.

Name: Clark McGhee            Accepted 9-4-03
Executive Vice President      /s/ Murray Watson, Jr.

<PAGE>

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

                                                                          BR2001

From: Clark McGhee [cmcghee@cfsloans.com]
Sent: Friday, September 26, 2003 2:37 PM
To: 'mike.macomber@bhesc.org'
Cc: Thomas Buffoni
Subject: CFS
Mike,

Per our discussion today.

This will confirm our agreement under the Consolidated Loan Origination
Responsibility Agreement dated as of December 3, 2002 between Collegiate Funding
Services, LLC ("CFS") and The Brazos Higher Education Services Corporation, Inc.
("Lender") that the Lender agrees to fund at least [****] in Successfully
Completed Applications ("SCA") between October 1, 2003 and December 31, 2003 at
a marketing fee of [****] per SCA. In the alternative, a marketing fee of [****]
will paid for SCA's that only include a .25% ACH reduction. Weekly invoicing and
payment for SCA's sent by CFS that are funded by the Lender will be as follows:

Invoice Date          Payment Date
October 3             October 8
October 10            October 15
October 17            October 22
October 24            October 29
October 31            November 5
November 7            November 12
November 14           November 19
November 21           November 26
November 28           December 3
December 5            December 10
December 12           December 17
December 19           December 24
December 26           December 29

Payment by Brazos shall be by wire transfer to a CFS designated account by 3:00
p.m. EST on each scheduled Payment Date.

This email agreement supercedes any and all prior emails, correspondence or
agreements between the parties and except as modified by the terms contained in
this email, the terms and conditions of the Agreement shall remain in full force
and effect. Both parties agree that this email agreement may be executed in
counterparts and that the other respective party can rely upon the faxed
signature of the other respective party. Please confirm your agreement to these

<PAGE>

terms by signing and dating a copy of this email and faxing it to me at
540-374-2021 by close of business Tuesday September 30, 2003. I will fax a
signed copy to you. We will then send you (and ask that you do the same) a
signed paper copy for your records.

Agreed
/s/ Murray Watson, Jr.
------------------------------------
Brazos Higher Education Services
Corp

Agreed
/s/ W. Clark McGhee
------------------------------------
Collegiate Funding Services, LLC
W. Clark McGhee

<PAGE>

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

 FIRST AMENDMENT TO THE CONSOLIDATION LOAN ORIGINATION RESPONSIBILITY AGREEMENT
                          DATED AS OF DECEMBER 3, 2002

      THIS FIRST AMENDMENT (the "Amendment"), is entered into as of January 1,
2004, by and between Brazos Higher Education Service Corporation, Inc., with its
principal office located in Waco, Texas, acting on behalf of one of more
affiliates in conjunction with an eligible lender trustee, (the "Lender"), and
Collegiate Funding Services, L.L.C., with its principal offices located in
Fredericksburg, Virginia ("CFS").

      WHEREAS, the Lender and CFS are parties to a certain Consolidation Loan
Origination Responsibility Agreement dated as of December 3, 2002, (the
"Agreement") which provides for marketing, servicing, and funding of
Consolidation Loans made pursuant to the provisions of the Federal Family
Education Loan Program (FFELP) through CFS's program generally known as the Real
World Consolidation Loan Program (RWCL Program); and

      WHEREAS, the parties desire to amend the following section(s) of the
agreement for the time period between January 1, 2004, and December 31, 2004.
All other sections, not specifically referenced herein, remain in full force and
effect. On January 1, 2005, this Amendment shall expire and the terms of the
Agreement, as written prior to the execution of the Amendment, shall be in full
force and effect.

      NOW THEREFORE, in consideration of the of the mutual covenants and
agreements contained herein, and for other goods and valuable consideration, the
receipt and sufficiency of which is acknowledged by each party, the parties
agree as follow,

      1.    Paragraph 9 is amended by deleting the term "[****]" in the second
      and third sentences and inserting the term "[****]" in each place.

      2.    Paragraph 11 is amended by adding the following to the end:

"For the first renewal period between January 1, 2004 and December 31, 2004, CFS
agrees to provide to Lender and Lender agrees to fund at least [****] in
eligible Loans. CFS may also make an additional [****] in eligible Loans
available to Lender for funding during this period."

      3.    Paragraph 13 is amended by adding the following to the end:

"For the period between January 1, 2004 and December 31, 2004, CFS shall receive
a fee of [****] for every Successfully Completed Application."

        (Rest of page intentionally left blank, signature page to follow)

<PAGE>

IN WITNESS WHEREOF, the parties have hereunto written their hands by duly
authorized officers as of the day and year written above.

COLLEGIATE FUNDING SERVICES, LLC                BRAZOS HIGHER EDUCATION
                                                SERVICE CORPORATION, INC.
("CFS")                                         ("Lender")

     /s/ W. Clark McGhee                            /s/ Murray Watson, Jr.
     --------------------------------               ----------------------------
 By: W. Clark McGhee                            By: Murray Watson, Jr.