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                                                                   Exhibit 10.46

                                                                  EXECUTION COPY

                               INDEMNITY AGREEMENT

         AGREEMENT dated as of August 29, 2001, among UBS PAINEWEBBER INC., 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 August 29, 2001 (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 Student
Loan Asset-Backed Auction Rate Notes, Series 2001B (the "Notes"), which Notes
are being offered for sale by the Underwriters pursuant to a Prospectus dated
August 20, 2001 and a Prospectus Supplement dated August 20, 2001 (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 and does not
         include a statement as to, or an admission of, fault, culpability or a
         failure to act by or on behalf of an indemnified party.

                  (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,

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         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 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

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         directors or officers, shall be entitled to the benefits of the
         indemnity, contribution and reimbursement agreements contained in this
         Agreement.

         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 CORPORATION

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

                                           UBS PAINEWEBBER INC.,
                                           as representative of the Underwriters

                                           By _______________________________
                                              John Hupalo
                                              Managing Director

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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 CORPORATION

                                           By _______________________________
                                              K. Jon Kern
                                              President

                                           UBS PAINEWEBBER INC.,
                                           as representative of the Underwriters

                                           By /s/ John Hupalo
                                              -------------------------------
                                              John Hupalo
                                              Managing Director