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                                                                   Exhibit 10.42
                               INDEMNITY AGREEMENT

         AGREEMENT dated as of May 24, 2000, among PAINEWEBBER INCORPORATED, as
representative of the underwriters listed on Schedule A to the Underwriting
Agreement referred to below (each an "Underwriter" and collectively, the
"Underwriters") and UNIPAC SERVICE CORPORATION, a Nebraska corporation (the
"Company").

         WHEREAS, the Underwriters have entered into an underwriting agreement
dated May 24, 2000 (the "Underwriting Agreement") with NELNET Student Loan
Corporation - 2, a Nevada corporation (the "Issuer"), pursuant to which the
Issuer has agreed to sell, and the Underwriters have agreed to purchase, subject
to the conditions set forth in the Underwriting Agreement, the Issuer's Taxable
Student Loan Asset-Backed Auction Rate Notes, Series 2000 (the "Notes"), which
Notes are being offered for sale by the Underwriters pursuant to a Prospectus
dated May 24, 2000 and a Prospectus Supplement dated May 24, 2000 (collectively,
the "Prospectus"), included as part of the Issuer's Registration Statement on
Form S-3 (Registration No. 333-93865) (the "Registration Statement"); and

         WHEREAS, the Notes will be secured by, among other things, a pool of
Financed Eligible Loans that will be master serviced by NELnet, Inc. pursuant to
a Servicing Agreement dated as of June 1, 2000 (the "Servicing Agreement")
between the Issuer and NELnet, Inc.;

         WHEREAS, the parties hereto wish to set forth their understanding
concerning certain matters relating to indemnification and contribution;

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows.

         1.       DEFINED TERMS. Capitalized terms used herein but not
otherwise defined shall have the respective meanings set forth in the
Underwriting Agreement.

         2.       INDEMNIFICATION AND CONTRIBUTION.

                  (a)      The Company agrees to indemnify and hold harmless
         each Underwriter, and each person, if any, who controls an Underwriter
         within the meaning of either Section 15 of the Securities Act of 1933
         (the "1933 Act") or Section 20 of the Securities Exchange Act of 1934
         (the "1934 Act") from and against any and all losses, claims, damages,
         liabilities and expenses arising out of or based upon any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement, the Prospectus, or in any amendment or
         supplement thereto, or any preliminary prospectus, or arising out of or
         based upon any omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, except to the extent the Issuer is not
         obligated to indemnify the Underwriters pursuant to Section 5 (a) of
         the Underwriting Agreement. The foregoing indemnity agreement shall be
         in addition to any liability which the Company may otherwise have.

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                  (b)      If any action, suit or proceeding shall be brought
         against an Underwriter or any person controlling an Underwriter in
         respect of which indemnity may be sought against the Company, the
         applicable Underwriter or such controlling person shall promptly notify
         the parties against whom indemnification is being sought (the
         "indemnifying parties"), but the omission so to notify the indemnifying
         party will not relieve it from any liability which it may have to any
         indemnified party except to the extent that the indemnifying party is
         materially prejudiced by such omission. In case any such action is
         brought against any indemnified party and it notifies the indemnifying
         party of the commencement thereof, the indemnifying party will be
         entitled to participate therein and, to the extent that it may wish,
         jointly with any other indemnifying party similarly notified, to assume
         the defense thereof, with counsel satisfactory to such indemnified
         party (who shall not, except with the consent of the indemnified party,
         be counsel to the indemnifying party). The applicable Underwriter or
         any such controlling person shall have the right to employ separate
         counsel in any such action, suit or proceeding and to participate in
         the defense thereof, but the fees and expenses of such counsel shall be
         at the expense of such Underwriter or such controlling person unless
         (i) the indemnifying parties have agreed in writing to pay such fees
         and expenses, (ii) the indemnifying parties have failed to assume the
         defense and employ counsel, or (iii) the named parties to any such
         action, suit or proceeding (including any impleaded parties) include
         both such Underwriter or such controlling person and the indemnifying
         parties and such Underwriter or such controlling person shall have been
         advised by its counsel that there may be one or more legal defenses
         available to it which are different from or additional to or in
         conflict with those available to the indemnifying parties and in the
         reasonable judgment of such counsel it is advisable for such
         Underwriter or such controlling person to employ separate counsel (in
         which case the indemnifying party shall not have the right to assume
         the defense of such action, suit or proceeding on behalf of such
         Underwriter or such controlling person). It is understood, however,
         that the indemnifying parties shall, in connection with any one such
         action, suit or proceeding or separate but substantially similar or
         related actions, suits or proceedings in the same jurisdiction arising
         out of the same general allegations or circumstances, be liable for the
         reasonable fees and expenses of only one separate firm of attorneys (in
         addition to any local counsel) at any time for an Underwriter and
         controlling persons not having actual or potential differing interests
         with such Underwriter or among themselves, which firm shall be
         designated in writing by such Underwriter, and that all such fees and
         expenses shall be reimbursed on a monthly basis as provided in
         paragraph (a) hereof. An indemnifying party will not, without the prior
         written consent of the indemnified party, settle or compromise or
         consent to the entry of any judgment with respect to any pending or
         threatened claim, action, suit or proceeding in respect of which
         indemnification or contribution may be sought hereunder (whether or not
         the indemnified parties are actual or potential parties to such claim
         or action) unless such settlement, compromise or consent includes an
         unconditional release of each indemnified party from all liability
         arising out of such claim, action, suit or proceeding.

                  (c)      If the indemnification provided for in this Agreement
         is unavailable to an indemnified party under paragraph (a) hereof in
         respect of any losses, claims, damages, liabilities or expenses
         referred to therein, then an indemnifying party, in lieu of
         indemnifying such indemnified party, shall contribute to the amount
         paid or payable by

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         such indemnified party as a result of such losses, claims, damages,
         liabilities or expenses (i) in such proportion as is appropriate to
         reflect the relative benefits received by the Company on the one hand
         and the applicable Underwriter on the other hand from the sale of the
         Notes, or (ii) if the allocation provided by clause (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 (i) above
         but also the relative fault of the Company on the one hand and the
         applicable Underwriter on the other in connection with the statements
         or omissions that resulted in such losses, claims, damages,
         liabilities or expenses, as well as any other relevant equitable
         considerations. The relative benefits received by the Company on the
         one hand and the applicable Underwriter on the other shall be deemed to
         be in the same proportion as the total gross proceeds from the sale of
         the Notes bear to the total underwriting discounts and commissions
         received by the applicable Underwriter in connection with the sale of
         the Notes. The relative fault of the Company on the one hand and the
         applicable Underwriter on the other hand shall be determined by
         reference to, among other things, the parties' relative intent,
         knowledge, access to information and opportunity to correct or prevent
         such statement or omission.

                  (d)      The Company and the Underwriters agree that it would
         not be just and equitable if contribution pursuant to this Agreement
         were determined by a pro rata allocation or by any other method of
         allocation that does not take account of the equitable considerations
         referred to in paragraph (c) above. The amount paid or payable by an
         indemnified party as a result of the losses, claims, damages,
         liabilities and expenses referred to in paragraph (c) above 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 defending any such action, suit or proceeding.
         Notwithstanding the provisions of this Agreement, no Underwriter shall
         be required to contribute any amount in excess of the amount by which
         the total underwriting discounts and commissions received by such
         Underwriter with respect to the Notes underwritten by such Underwriter
         exceed the sum of the amount of any damages which such Underwriter has
         otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission and the amount of any
         damages such Underwriter has been required to pay under the
         Underwriting Agreement. No person guilty of fraudulent
         misrepresentation (within the meaning of Section 11 (f) of the 1933
         Act) shall be entitled to contribution from any person who was not
         guilty of such fraudulent misrepresentation.

                  (e)      Any losses, claims, damages, liabilities or expenses
         for which an indemnified party is entitled to indemnification or
         contribution under this Agreement shall be paid by the indemnifying
         party to the indemnified party as such losses, claims, damages,
         liabilities or expenses are incurred. The indemnity and contribution
         agreements contained in this Agreement shall remain operative and in
         full force and effect, regardless of (i) any investigation made by or
         on behalf of the Underwriters, or any person controlling it or its
         directors or officers, (ii) acceptance of any Notes and payment
         therefor hereunder, and (iii) any termination of this Agreement. A
         successor to an Underwriter, the Company or any person controlling any
         of them or their respective directors or officers, shall be entitled to
         the benefits of the indemnity, contribution and reimbursement
         agreements contained in this Agreement.

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         3.       NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed, by
registered or certified mail, return receipt requested, or, if by other means,
when received by the other parties at the address set forth for such parties in
the Underwriting Agreement (in the case of the Underwriters) or the Servicing
Agreement (in the case of the Company), or such other address as may hereafter
be furnished to the other parties by like notice. Any such demand, notice or
communication hereunder shall be deemed to have been received on the date
delivered to or received at the premises of the addressee (as evidenced, in
the case of registered or certified mail, by the date noted on the return
receipt).

         4.       COUNTERPARTS. For the purpose of facilitating proving this
Agreement, and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts. Each counterparts shall be deemed to be an
original, and all such counterparts shall constitute one and the same
instrument.

         5.       GOVERNING LAW. The Agreement shall be construed in accordance
with the laws of the State of New York and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with the laws of the
State of New York, except to the extent preempted by Federal Law.

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         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respected officers thereunto duly authorize as of the
date first above written.

                                     UNIPAC SERVICE CORPORATE

                                     By /s/ K. Jon Kern
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                                       K. Jon Kern, President

                                     PAINEWEBBER INCORPORATED, as representative
                                     of the Underwriters

                                     By /s/ John A. Hupalo
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                                           John A. Hupalo, Managing Director

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