Exchange Agent Agreement

June 3, 2003


Interwest Transfer Co., Inc. P.O. Box 17136 Salt Lake City, Utah 84117 Facsimile: (801) 277-3147


Dear Sir or Madam:


Education Lending Group, Inc., f/k/a Direct III Marketing, Inc. ("Education Lending Group" or the "Company") is offering to exchange one share of common stock, par value $.001 per share, for each of its outstanding shares of common stock, par value $.001 per share (the "Exchange Offer"). The common stock offered in exchange for outstanding common stock will be registered with the Securities and Exchange Commission ("SEC") by a Registration Statement on Form S-4 ("Registration Statement") containing a prospectus and certain exhibits thereto that will be mailed to stockholders to advise them of the Exchange Offer and describe the applicable terms of the exchange effected thereby (collectively, the "Prospectus").


The form of the Letter of Transmittal to be sent to each Education Lending Group stockholder is attached hereto as Exhibit A, and a certified copy
--------- of the resolutions adopted by the Board of Directors of Education Lending Group authorizing the Exchange Offer is attached as Exhibit B. Interwest Transfer Co.,
--------- Inc. ("Interwest") is the Company's transfer agent and, as the transfer agent, maintains (i) a list containing the names and addresses of all the Education Lending Group stockholders and the number of shares of Education Lending Group common stock held by each stockholder and (ii) a list of certificates (giving certificate numbers) representing shares of common stock which have been or are, as of such date, lost, stolen, destroyed or replaced or restricted as to transfer (noting the text of the restrictive legends applicable thereto) or with respect to which a stop transfer order has been noted. The Company will, at Interwest's request, provide the information necessary for Interwest to update the lists referred to in (i) and (ii) above for purposes of the Exchange Offer. The Company has provided a list of those affiliates of Education Lending Group ("Affiliates"), as shown on the attached Exhibit C, who may be entitled to receive shares of Education Lending Group common stock pursuant to the Exchange Offer, all of whom shall receive such shares in the form of certificates which shall be affixed with the restrictive legend as shown in the form attached hereto as Exhibit D (such lists being herein referred to as the "Lists").
---------


The Exchange Offer will commence promptly after the date on which the SEC declares the Registration Statement effective ("Effective Time") and will expire on the date set forth in the Prospectus, unless extended. As soon as practicable after the Effective Time, the Exchange Agent will mail to each holder of record of outstanding shares of Education Lending Group common stock (i) a copy of the Prospectus, (ii) a form of the Letter of Transmittal with instructions, and (iii) a self-addressed return envelope.


This will confirm your appointment by Education Lending Group as the exchange agent (the "Exchange Agent"), and, in that capacity, your authorization to act as agent for Education Lending Group stockholders for the purpose of receiving previously issued shares of Education Lending Group common stock from each stockholder who elects to tender his, her or its shares and transmitting newly issued registered shares of Education Lending Group common stock to such stockholders upon


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satisfaction of the conditions set forth herein. Your duties, liabilities and rights as Exchange Agent are set forth herein.


In carrying out your duties as Exchange Agent, you are to act in accordance with the following:


1. Examination of Documents.


You are to examine each Letter of Transmittal, each Notice of Guaranteed Delivery, each certificate representing shares of Education Lending Group common stock being tendered and any other required documents delivered or mailed to you by or for any Education Lending Group stockholder to ascertain, to the extent reasonably determined by you, whether:


(i) each Letter of Transmittal and Notice of Guaranteed Delivery appear to be duly executed and properly completed in accordance with the instructions set forth therein;


(ii) each certificate for shares of Education Lending Group common stock appears to be properly surrendered and, if appropriate, endorsed for transfer;


(iii) all other required documents, if any, used in the exchange appear to be duly executed and properly completed and in the proper form; and


(iv) each certificate for shares of Education Lending Group common stock is free of restrictions on transfer or stop orders except as set forth on the Lists.


In the event you ascertain that any Letter of Transmittal, Notice of Guaranteed Delivery or other document has been improperly completed or executed, any of the certificates for shares of Education Lending Group common stock are not in proper form or some other irregularity exists, you shall attempt to promptly resolve such impropriety or irregularity and may use your best efforts to contact the appropriate stockholder by whatever means of communication you deem most expedient to correct such impropriety or irregularity and, upon consultation with Education Lending Group, shall endeavor to take such other reasonable action as may be necessary to cause such impropriety or irregularity to be corrected. The determination of any questions referred to Education Lending Group or its counsel by you as to the validity, form and eligibility, as well as the proper completion or execution, of any Letter of Transmittal, Notice of Guaranteed Delivery and other documents shall be final and binding and you may rely thereon as provided in Section 10(e) hereof. Any costs of contacting stockholders for the purpose of correcting any impropriety or irregularity shall be incurred for the account of Education Lending Group.


2. Exchange of Shares and Issuance of Certificates or Book-Entry Statement.


After you have timely received either certificates for all physically tendered common stock, in proper form for transfer, or, if applicable, ...