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                                                                   Exhibit 10.64
(Multicurrency--Cross Border)

                                 [ISDA(R) LOGO]

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                            DATED AS OF May 20, 2002

                                                             NELNET STUDENT LOAN
JPMORGAN CHASE BANK                    and                   TRUST 2002-l

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

         (i) Each party will make each payment or delivery specified in each
         Confirmation to be made by it, subject to the other provisions of this
         Agreement.

         (ii) Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii) Each obligation of each party Under Section 2(a)(i) is subject to
         (1) the condition precedent that no Event of Default or Potential Event
         of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the relevant Transaction has occurred or been effectively
         designated and (3) each other applicable condition precedent specified
         in this Agreement.

        Copyright(C)1992 by International Swap Dealers Association, Inc.


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(b)      CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      NETTING. If on any date amounts would otherwise be payable:--

         (i)      in the same currency; and

         (ii)     in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)      DEDUCTION OR WITHHOLDING FOR TAX.

         (i)      GROSS-UP. All payments under this Agreement will be made
         without any deduction or withholding for or on account of any Tax
         unless such deduction or withholding is required by any applicable law,
         as modified by the practice of any relevant governmental revenue
         authority, then in effect. If a party is so required to deduct or
         withhold, then that party ("X") will:--

                  (1) promptly notify the other party ("Y") of such requirement;

                  (2) pay to the relevant authorities the full amount required
                  to be deducted or withheld (including the full amount required
                  to be deducted or withheld from any additional amount paid by
                  X to Y under this Section 2(d)) promptly upon the earlier of
                  determining that such deduction or withholding is required or
                  receiving notice that such amount has been assessed against Y;

                  (3) promptly forward to Y an official receipt (or a certified
                  copy), or other documentation reasonably acceptable to Y,
                  evidencing such payment to such authorities; and

                  (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition
                  to the payment to which Y is otherwise entitled under this
                  Agreement, such additional amount as is necessary to ensure
                  that the net amount actually received by Y (free and clear of
                  Indemnifiable Taxes, whether assessed against X or Y) will
                  equal the full amount Y would have received had no such
                  deduction or withholding been required. However, X will not be
                  required to pay any additional amount to Y to the extent that
                  it would not be required to be paid but for:--

                           (A) the failure by Y to comply with or perform any
                           agreement contained in Section 4(a)(i), 4(a)(iii) or
                           4(d); or

                           (B) the failure of a representation made by Y
                           pursuant to Section 3(f) to be accurate and true
                           unless such failure would not have occurred but for
                           (I) any action taken by a taxing authority, or
                           brought in a court of competent jurisdiction, on or
                           after the date on which a Transaction is entered into
                           (regardless of whether such action is taken or
                           brought with respect to a party to this Agreement) or
                           (II) a Change in Tax Law.

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         (ii)     LIABILITY. If:--

         (1) X is required by any applicable law, as modified by the practice of
         any relevant governmental revenue authority, to make any deduction or
         withholding in respect of which X would not be required to pay an
         additional amount to Y under Section 2(d)(i)(4);

                  (2) X does not so deduct or withhold; and

                  (3) a liability resulting from such Tax is assessed directly
                  against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the amount
         of such liability (including any related liability for interest, but
         including any related liability for penalties only if Y has failed to
         comply with or perform any agreement contained in Section 4(a)(i),
         4(a)(iii) or 4(d)).

(e)      DEFAULT INTEREST, OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)      BASIC REPRESENTATIONS.

         (i) STATUS. It is duly organised and validly existing under the laws of
         the jurisdiction of its organisation or incorporation and, if relevant
         under such laws, in good standing;

         (ii) POWERS. It has the power to execute this Agreement and any other
         documentation relating to this Agreement to which it is a party, to
         deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it has
         under any Credit Support Document to which it is a party and has taken
         all necessary action to authorise such execution, delivery and
         performance;

         (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;

         (iv) CONSENTS. All governmental and other consents that are required to
         have been obtained by it with respect to this Agreement or any Credit
         Support Document to which it is a party have been obtained and are in
         full force and effect and all conditions of any such consents have been
         complied with; and

         (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any
         Credit Support Document to which it is a party constitute its legal,
         valid and binding obligations, enforceable in accordance with their
         respective terms (subject to applicable bankruptcy, reorganisation,
         insolvency, moratorium or similar laws affecting creditors' rights
         generally and subject, as to enforceability, to equitable principles of
         general application (regardless of whether enforcement is sought in a
         proceeding in equity or at law)).

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(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      PAYER TAX REPRESENTATION. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)      PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

         (i) any forms, documents or certificates relating to taxation specified
         in the Schedule or any Confirmation;

         (ii) any other documents specified in the Schedule or any Confirmation;
         and

         (iii) upon reasonable demand by such other party, any form or document
         that may be required or reasonably requested in writing in order to
         allow such other party or its Credit Support Provider to make a payment
         under this Agreement or any applicable Credit Support Document without
         any deduction or withholding for or on account of any Tax or with such
         deduction or withholding at a reduced rate (so long as the completion,
         execution or submission of such form or document would not materially
         prejudice the legal or commercial position of the party in receipt of
         such demand), with any such form or document to be accurate and
         completed in a manner reasonably satisfactory to such other party and
         to be executed and to be delivered with any reasonably required
         certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      TAX AGREEMENT. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

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organised, managed and controlled, or considered to have its seat or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

         (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due,
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) required to be made by it if such failure is not remedied on or
         before the third Local Business Day after notice of such failure is
         given to the party;

         (ii) BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii) CREDIT SUPPORT DEFAULT.

                  (1) Failure by the party or any Credit Support Provider of
                  such party to comply with or perform any agreement or
                  obligation to be complied with or performed by it in
                  accordance with any Credit Support Document if such failure is
                  continuing after any applicable grace period has elapsed;

                  (2) the expiration or termination of such Credit Support
                  Document or the failing or ceasing of such Credit Support
                  Document to be in full force and effect for the purpose of
                  this Agreement (in either case other than in accordance with
                  its terms) prior to the satisfaction of all obligations of
                  such party under each Transaction to which such Credit Support
                  Document relates without the written consent of the other
                  party; or

                  (3) the party or such Credit Support Provider disaffirms,
                  disclaims, repudiates or rejects, in whole or in part, or
                  challenges the validity of, such Credit Support Document;

         (iv) MISREPRESENTATION. A representation (other than a representation
         under Section 3(e) or (f)) made or repeated or deemed to have been made
         or repeated by the party or any Credit Support Provider of such party
         in this Agreement or any Credit Support Document proves to have been
         incorrect or misleading in any material respect when made or repeated
         or deemed to have been made or repeated;

         (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
         Provider of such party or any applicable Specified Entity of such party
         (1) defaults under a Specified Transaction and, after giving effect to
         any applicable notice requirement or grace period, there occurs a
         liquidation of, an acceleration of obligations under, or an early
         termination of, that Specified Transaction, (2) defaults, after giving
         effect to any applicable notice requirement or grace period, in making
         any payment or delivery due on the last payment, delivery or exchange
         date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);

         (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
         applying to the party, the occurrence or existence of (1) a default,
         event of default or other similar condition or event (however

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         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof in
         an aggregate amount of not less than the applicable Threshold Amount
         under such agreements or instruments (after giving effect to any
         applicable notice requirement or grace period);

         (vii) BANKRUPTCY. The party, any Credit Support Provider of such party
         or any applicable Specified Entity of such party:--

                  (1)      is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable to
                  pay its debts or fails or admits in writing its inability
                  generally to pay its debts as they become due; (3) makes a
                  general assignment, arrangement or composition with or for the
                  benefit of its creditors; (4) institutes or has instituted
                  against it a proceeding seeking a judgment of insolvency or
                  bankruptcy or any other relief under any bankruptcy or
                  insolvency law or other similar law affecting creditors'
                  rights, or a petition is presented for its winding-up or
                  liquidation, and, in the case of any such proceeding or
                  petition instituted or presented against it, such proceeding
                  or petition (A) results in a judgment of insolvency or
                  bankruptcy or the entry of an order for relief or the making
                  of an order for its winding-up or liquidation or (B) is not
                  dismissed, discharged, stayed or restrained in each case
                  within 30 days of the institution or presentation thereof; (5)
                  has a resolution passed for its winding-up, official
                  management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or other
                  similar official for it or for all or substantially all its
                  assets; (7) has a secured party take possession of all or
                  substantially all its assets or has a distress, execution,
                  attachment, sequestration or other legal process levied,
                  enforced or sued on or against all or substantially all its
                  assets and such secured party maintains possession, or any
                  such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8) causes
                  or is subject to any event with respect to it which, under the
                  applicable laws of any jurisdiction, has an analogous effect
                  to any of the events specified in clauses (1) to (7)
                  (inclusive); or (9) takes any action in furtherance of, or
                  indicating its consent to, approval of, or acquiescence in,
                  any of the foregoing acts; or

         (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges with
         or into, or transfers all or substantially all its assets to, another
         entity and, at the time of such consolidation, amalgamation, merger or
         transfer: --

                  (1)      the resulting, surviving or transferee entity fails
                  to assume all the obligations of such party or such Credit
                  Support Provider under this Agreement or any Credit Support
                  Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or

                  (2)      the benefits of any Credit Support Document fail to
                  extend (without the consent of the other party) to the
                  performance by such resulting, surviving or transferee entity
                  of its obligations under this Agreement.

(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event

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Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

         (i)      ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent jurisdiction
         of any applicable law after such date, it becomes unlawful (other than
         as a result of a breach by the party of Section 4(b)) for such party
         (which will be the Affected Party):--

                  (1)      to perform any absolute or contingent obligation to
                  make a payment or delivery or to receive a payment or delivery
                  in respect of such Transaction or to comply with any other
                  material provision of this Agreement relating to such
                  Transaction; or

                  (2)      to perform, or for any Credit Support Provider of
                  such party to perform, any contingent or other obligation
                  which the party (or such Credit Support Provider) has under
                  any Credit Support Document relating to such Transaction;

         (ii)     TAX EVENT. Due to (x) any action taken by a taxing authority,
         or brought in a court of competent jurisdiction, on or after the date
         on which a Transaction is entered into (regardless of whether such
         action is taken or brought with respect to a party to this Agreement)
         or (y) a Change in Tax Law, the party (which will be the Affected
         Party) will, or there is a substantial likelihood that it will, on the
         next succeeding Scheduled Payment Date (1) be required to pay to the
         other party an additional amount in respect of an Indemnifiable Tax
         under Section 2(d)(i)(4) (except in respect of interest under Section
         2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
         is required to be deducted or withheld for or on account of a Tax
         (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
         and no additional amount is required to be paid in respect of such Tax
         under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
         or (B));

         (iii)    TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
         next succeeding Scheduled Payment Date will either (1) be required to
         pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2)receive a payment from which an amount has been
         deducted or withheld for or on account of any Indemnifiable Tax in
         respect of which the other party is not required to pay an additional
         amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in
         either case as a result of a party consolidating or amalgamating with,
         or merging with or into, or transferring all or substantially all its
         assets to, another entity (which will be the Affected Party) where such
         action does not constitute an event described in Section 5(a)(viii);

         (iv)     CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v)      ADDITIONAL TERMINATION EVENT. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party or
         Affected Parties shall be as specified for such Additional Termination
         Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

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6.       EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i)      NOTICE. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii)     TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality
         under Section 5(b)(i)(l) or a Tax Event occurs and there is only one
         Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
         Party is the Affected Party, the Affected Party will, as a condition to
         its right to designate an Early Termination Date under Section
         6(b)(iv), use all reasonable efforts (which will not require such party
         to incur a loss, excluding immaterial, incidental expenses) to transfer
         within 20 days after it gives notice under Section 6(b)(i) all its
         rights and obligations under this Agreement in respect of the Affected
         Transactions to another of its Offices or Affiliates so that such
         Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii)    TWO AFFECTED PARTIES. If an Illegality under Section
         5(b)(i)(l) or a Tax Event occurs and there are two Affected Parties,
         each party will use all reasonable efforts to reach agreement within 30
         days after notice thereof is given under Section 6(b)(i) on action to
         avoid that Termination Event.

         (iv)     RIGHT TO TERMINATE. IF:--

                  (1)      a transfer under Section 6(b)(ii) or an agreement
                  under Section 6(b)(iii), as the case may be, has not been
                  effected with respect to all Affected Transactions within 30
                  days after an Affected Party gives notice under Section
                  6(b)(i); or

                  (2)      an Illegality under Section 5(b)(i)(2), a Credit
                  Event Upon Merger or an Additional Termination Event occurs,
                  or a Tax Event Upon Merger occurs and the Burdened Party is
                  not the Affected Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then

                                                                    ISDA(R) 1992

                                       8
<PAGE>

         continuing, designate a day not earlier than the day such notice is
         effective as an Early Termination Date in respect of all Affected
         Transactions.

(c)      EFFECT OF DESIGNATION.

         (i)      If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii)     Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      CALCULATIONS.

         (i)      STATEMENT. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)     PAYMENT DATE. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default) and on the day which is two Local Business Days after
         the day on which notice of the amount payable is effective (in the case
         of an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment) in the Termination Currency, from (and including)
         the relevant Early Termination Date to (but excluding) the date such
         amount is paid, at the Applicable Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment
method, either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

         (i)      EVENTS OF DEFAULT. If the Early Termination Date results from
         an Event of Default:--

                  (1)      First Method and Market Quotation. If the First
                  Method and Market Quotation apply, the Defaulting Party will
                  pay to the Non-defaulting Party the excess, if a positive
                  number, of (A) the sum of the Settlement Amount (determined by
                  the Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party over (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party.

                  (2)      First Method and Loss. If the First Method and Loss
                  apply, the Defaulting Party will pay to the Non-defaulting
                  Party, if a positive number, the Non-defaulting Party's Loss
                  in respect of this Agreement.

                  (3)      Second Method and Market Quotation. If the Second
                  Method and Market Quotation apply, an amount will be payable
                  equal to (A) the sum of the Settlement Amount (determined by
                  the

                                                                    ISDA(R) 1992

                                       9
<PAGE>

                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party. If that amount is a positive number, the
                  Defaulting Party will pay it to the Non-defaulting Party; if
                  it is a negative number, the Non-defaulting Party will pay the
                  absolute value of that amount to the Defaulting Party.

                  (4) Second Method and Loss. If the Second Method and Loss
                  apply, an amount will be payable equal to the Non-defaulting
                  Party's Loss in respect of this Agreement. If that amount is a
                  positive number, the Defaulting Party will pay it to the
                  Non-defaulting Party; if it is a negative number, the
                  Non-defaulting Party will pay the absolute value of that
                  amount to the Defaulting Party.

         (ii)     TERMINATION EVENTS. If the Early Termination Date results from
         a Termination Event:--

                  (1)      One Affected Party. If there is one Affected Party,
                  the amount payable will be determined in accordance with
                  Section 6(e)(i)(3), if Market Quotation applies, or Section
                  6(e)(i)(4), if Loss applies, except that, in either case,
                  references to the Defaulting Party and to the Non-defaulting
                  Party will be deemed to be references to the Affected Party
                  and the party which is not the Affected Party, respectively,
                  and, if Loss applies and fewer than all the Transactions are
                  being terminated, Loss shall be calculated in respect of all
                  Terminated Transactions.

                  (2)      Two Affected Parties. If there are two Affected
                  Parties:--

                           (A)      if Market Quotation applies, each party will
                           determine a Settlement Amount in respect of the
                           Terminated Transactions, and an amount will be
                           payable equal to (I) the sum of (a) one-half of the
                           difference between the Settlement Amount of the party
                           with the higher Settlement Amount ("X") and the
                           Settlement Amount of the party with the lower
                           Settlement Amount ("Y") and (b) the Termination
                           Currency Equivalent of the Unpaid Amounts owing to X
                           less (II) the Termination Currency Equivalent of the
                           Unpaid Amounts owing to Y; and

                           (B)      if Loss applies, each party will determine
                           its Loss in respect of this Agreement (or, if fewer
                           than all the Transactions are being terminated, in
                           respect of all Terminated Transactions) and an amount
                           will be payable equal to one-half of the difference
                           between the Loss of the party with the higher Loss
                           ("X") and the Loss of the party with the lower Loss
                           ("Y").

                  If the amount payable is a positive number, Y will pay it to
                  X; if it is a negative number, X will pay the absolute value
                  of that amount to Y.

         (iii)    ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted by
         law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv)     PRE-ESTIMATE. The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

                                                                    ISDA(R) 1992

                                       10
<PAGE>

7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.       CONTRACTUAL CURRENCY

(a)      PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)      JUDGMENTS. To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)      SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)      EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

                                                                    ISDA(R) 1992

                                       11
<PAGE>

9.       MISCELLANEOUS

(a)      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)      SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      COUNTERPARTS AND CONFIRMATIONS.

         (i)      This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii)     The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall he entered into as soon as
         practicable and may he executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      No WAIVER OF RIGHTS. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      OFFICES; MULTIBRANCH PARTIES

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)      Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                    ISDA(R) 1992

                                       12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i)      if in writing and delivered in person or by courier, on the
         date it is delivered;

         (ii)     if sent by telex, on the date the recipient's answerback is
         received;

         (iii)    if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be on the sender and will not be met by a transmission report generated
         by the sender's facsimile machine);

         (iv)     if sent by certified or registered mail (airmail, if overseas)
         or the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v)      if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

(a)      GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      JURISDICTION. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

         (i)      submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii)     waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any

                                                                    ISDA(R) 1992

                                       13
<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)      WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)          in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                    ISDA(R) 1992

                                       14
<PAGE>

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, is which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(l) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

                                                                    ISDA(R) 1992

                                       15
<PAGE>

been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:--

(a)      the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meanings specified in the Schedule.

                                                                    ISDA(R) 1992

                                       16
<PAGE>

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market

                                                                    ISDA(R) 1992

                                       17
<PAGE>

value of that which was (or would have been) required to be delivered as of the
orginally scheduled date for delivery, in each case together with (to the extent
permitted under applicable law) interest, In the currency of such amounts, from
(and including) the data such amount and obligations were or would have been
required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Ratio. Such amounts of Interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determinded by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
datas specified below with effect from the data specified on the first page of
this document.

/s/ JP Morgan Chase Bank                Nelnet Student Loan Trust 2002-1 *
-------------------------               ----------------------------------
    (Name of Party)                              (Name of Party)

By: /s/ JAMES DWYER                     By: /s/ Patricia A. Evans
    --------------------                    -----------------------
    Name: JAMES DWYER                       Name: Patricia A. Evans
    Title: VICE PRESIDENT                   Title: Assistant Vice President
    Date:                                   Date:

                                        * By:  Wilmington Trust Company, not in
                                               its individual capacity but
                                               solely in its capacity as Trustee
                                               of Nelnet Student Loan Trust
                                               2002-1

                                                                    ISDA(R) 1992

                                       18
<PAGE>

(MULTICURRENCY--CROSS BORDER)

                                 [ISDA(R) LOGO]

                  International Swap Dealers Association, Inc.

                                    SCHEDULE

                                     TO THE

                                MASTER AGREEMENT

                             DATED AS OF MAY 20,2002

                                     BETWEEN

JPMORGAN CHASE BANK                    AND                   NELNET STUDENT LOAN
   ("Party A")                                                  TRUST 2002-1
                                                                 ("PARTY B")

                                     PART 1
                TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS

(a)      "SPECIFIED ENTITY" means, in relation to Party A, for the purpose of:

         SECTION 5(a)(v), none;

         SECTION 5(a)(vi), none;

         SECTION 5(a)(vii), none; and

         SECTION 5(b)(iv), none;

                  and, in relation to Party B, for the purpose of:

         SECTION 5(a)(v), none;

         SECTION 5(a)(vi), none;

         SECTION 5(a)(vii), none; and

<PAGE>

         SECTION 5(b)(iv), none.

(b)      "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
but shall also include any transaction with respect to the forward sale or
delivery of any security.

(c)      EVENTS OF DEFAULT.

         (i)      The only "EVENTS OF DEFAULT" specified in Section 5(a) of this
         Agreement that apply to Party A are the following:

                           Section 5(a)(i) - "Failure to Pay or Deliver";

                           Section 5(a)(iii) - "Credit Support Default";

                           Section 5(a)(vi) - "Cross Default";

                           Section 5(a)(vii) - "Bankruptcy"; and

                           Section 5(a)(viii) - "Merger Without Assumption".

         With respect to Party A only:--

         Section 5(a)(vi) of this Agreement is hereby amended by deleting the
         words ", or becoming capable at such time of being declared, " in the
         seventh line therein.

         "Specified Indebtedness" will have the meaning specified in Section 14,
         except that with respect to Party A, such term shall not include
         obligations in respect of deposits received in the ordinary course of a
         party's banking business.

         "Threshold Amount" means with respect to Party A an amount equal to
         three percent (3%) of the Shareholders' Equity of JPMorgan Chase Bank.

         "Shareholders' Equity" means with respect to an entity, at any time,
         the sum (as shown in the most recent annual audited financial
         statements of such entity) of (i) its capital stock (including
         preferred stock) outstanding, taken at par value, (ii) its capital
         surplus and (iii) its retained earnings, minus (iv) treasury stock,
         each to be determined in accordance with generally accepted accounting
         principles.

         (ii)     The only "Events of Default" specified in Section 5(a) of this
         Agreement that apply to Party B are the following:

                  Section 5(a)(i) - "Failure to Pay or Deliver";

                  Section 5(a)(iii) - "Credit Support Default";

                  Section 5(a)(vi) - "Cross Default"; and

                  Section 5(a)(vii) - "Bankruptcy"; provided that clause (2)
                  thereof shall not apply.

                                       2
<PAGE>

         The foregoing notwithstanding,

         (A)      it shall constitute an Event of Default under Section 5(a)(i)
                  of this Agreement with respect to Party B only if (I) Party B
                  has available, after all prior obligations of Party B pursuant
                  to Sections 5.03, 5.04, and 6.02 of the Indenture, as
                  applicable, have been satisfied, sufficient funds to make any
                  payment required under Section 5(a)(i) of this Agreement and
                  (II) it fails to make any such payment in violation of the
                  terms of the Indenture; and

         (B)      it shall constitute an Event of Default under Section
                  5(a)(iii) of this Agreement with respect to Party B only if 1)
                  there occurs an Event of Default under Sections 6.01 (a), (b),
                  or (d) of the Indenture, or 2) the Notes outstanding under the
                  Indenture have been declared due and payable.

         (C)      It shall constitute an Event of Default under Section 5(a)(vi)
                  of this Agreement with respect to Party B only if 1) there
                  occurs an Event of Default under Sections 6.01(a), (b), or (d)
                  of the Indenture or 2) the Notes outstanding under the
                  Indenture have been declared due and payable.

(d)      Termination Events.

         (i)      All of the Termination Events specified in Section 5(b) of
         this Agreement will apply to Party A.

         (ii)     The only "Termination Events" specified in Section 5(b) of
         this Agreement that apply to Party B are the following:

                  Section 5(b)(i) - "Illegality";

                  Section 5(b)(ii) - "Tax Event"; and

                  Section 5(b)(v) - "Additional Termination Event".

(e)      The "Automatic Early Termination" provision of Section 6(a)

                  will not apply to Party A

                  will not apply to Party B.

(f)      Payments on Early Termination. For the purpose of Section 6(e):

         (i)      Market Quotation will apply.

         (ii)     Second Method will apply.

(g)      "Termination Currency" means United States Dollars.

                                       3
<PAGE>

(h)      Additional Termination Events: The occurrence of any of the following
events shall constitute an Additional Termination Event:

         (A)      An Additional Termination Event shall occur if (x) the
                  long-term senior unsecured debt rating of Party A is withdrawn
                  or downgraded below "A" by Standard & Poor's Ratings Services,
                  a division of the McGraw Hill Companies, Inc., or any
                  successor rating agency ("S&P"), "A2" by Moody's Investors
                  Services, Inc., or any successor rating agency ("Moody's"), or
                  "A" by Fitch, Inc. or any successor thereto ("Fitch")
                  (provided such rating is available) (S&P, Moody's and Fitch
                  collectively the "Rating Agencies") and (y) Party A has not,
                  within 45 days of such withdrawal or downgrade, procured a
                  Collateral Arrangement, a Replacement Transaction, or a
                  Ratings Reaffirmation; provided, however, that if Party A
                  shall obtain a Ratings Reaffirmation during such time period,
                  upon the occurrence of a subsequent reduction or withdrawal of
                  Party A's or its Credit Support Provider's rating, Party A
                  shall obtain another Ratings Reaffirmation or either a
                  Collateral Arrangement or Replacement Transaction within 45
                  days of such subsequent downgrade or withdrawal.

                  Party A shall be the Affected Party for purposes of this
                  Additional Termination Event.

                  For purposes of this Additional Termination Event:

                  "Collateral Arrangement" means either (i) an executed
                  collateral agreement between the parties naming a third-party
                  collateral agent providing for the collateralization of Party
                  A's obligations under all Transactions as measured by the net
                  present value of Party A's marked-to-market obligations, such
                  amount to be calculated weekly, and with the collateral,
                  collateral level, collateral agent and other terms of such
                  collateral agreement being satisfactory to Party A and Party B
                  in their reasonable judgment and to each rating agency that
                  withdrew or downgraded its rating, (ii) provide a letter of
                  credit, guaranty or surety bond or insurance policy of Party
                  A's obligations under this Agreement from a bank, guarantor or
                  insurer having a long-term senior unsecured debt rating (or a
                  financial program or counterparty rating or claims paying
                  rating) of at least (a) "A" by S&P, (b) "A2" by Moody's, or
                  (c) "A" by Fitch, the terms of such guaranty, surety bond or
                  insurance policy being satisfactory to Party B in its
                  reasonable judgment and to each rating agency that withdrew or
                  downgraded its rating.

                                       4
<PAGE>

                  "Replacement Transaction" means a transaction with a
                  replacement counterparty which shall assume Party A's position
                  with respect to a Transaction on the same terms and conditions
                  as such Transaction and this Agreement, mutatis mutandis or
                  such other amendments to the terms of this Agreement as may be
                  approved by the parties and each rating agency that withdrew
                  or downgraded its rating, and where such replacement
                  counterparty pays to, or receives from, Party A the fair
                  market value of Party A's position with respect to that
                  Transaction as determined by Party A in good faith.

                  "Rating Affirmation" means a written acknowledgment from the
                  rating agency whose rating was reduced or withdrawn, that,
                  notwithstanding such withdrawal or downgrade, the then-current
                  rating of the Notes will not be reduced.

         (B)      Unauthorized Amendments. An Additional Termination Event, in
                  respect of which Party B will be the Affected Party, will
                  occur if, without the prior written consent of Party A (i) any
                  Supplemental Indenture is entered into, or (ii) the Indenture
                  is otherwise amended or modified, such that the amendment
                  would adversely affect any of Party A's rights or obligations
                  under this Agreement or modify the obligations of, or impact
                  the ability of Party B to fully perform any of Party B's
                  obligations under, this Agreement without the prior written
                  consent of Party A, which consent shall not be unreasonably
                  withheld or delayed.

         (C)      Redemption of Notes. Party B shall direct the Trustee to
                  notify Party A if notice is given pursuant to the Indenture of
                  a redemption by Party B of all of the Notes and a liquidation
                  of the Trust Estate (any such occurrence, a "Redemption
                  Event"). If a Redemption Event occurs it shall be an
                  Additional Termination Event for which Party B shall be the
                  sole Affected Party and each Transaction shall be terminated
                  in full. If a Redemption Event is to occur, an Early
                  Termination Date in respect of each Transaction shall be
                  deemed to occur on the third Business Day preceding the day of
                  such Redemption Event. Any Settlement Amount payable in
                  respect of such Redemption Event shall be paid on the date of
                  such Redemption Event.

         (D)      Party B Accelerable Event. It shall be an Additional
                  Termination Event for which Party A may designate an Early
                  Termination Date and for which Party B shall be the sole
                  Affected Party if the outstanding Notes and all interest
                  accrued thereon shall have become or shall have been declared
                  immediately due and payable and the Trustee has commenced the
                  liquidation of all of the Trust Estate.

                                       5
<PAGE>

                                     PART 2
                              TAX REPRESENTATIONS

         (1)      PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of
                  this Agreement, Party A and Party B will make the following
                  representation:-

                  It is not required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority of any
                  Relevant Jurisdiction to make any deduction or withholding for
                  or on account of any Tax from any payment (other than interest
                  under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
                  made by it to the other party under this Agreement. In making
                  this representation, it may rely on (x) the accuracy of any
                  representations made by the other party pursuant to Section
                  3(f) of this Agreement, (y) the satisfaction of the agreement
                  contained in Section 4(a)(i) or 4(a)(iii) of this Agreement
                  and the accuracy and effectiveness of any document provided by
                  the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                  this Agreement and (z) the satisfaction of the agreement of
                  the other party contained in Section 4(d) of this Agreement,
                  provided that it shall not be a breach of this representation
                  where reliance is placed on clause (y) and the other party
                  does not deliver a form or document under Section 4(a)(iii) by
                  reason of material prejudice to its legal or commercial
                  position.

         (2)      Payee Tax Representations. For the purpose of Section 3(f) of
                  this Agreement, Party A and Party B will make the following
                  representations specified below, if any:-

                           (i)      The following representations will apply to
                                    Party A:

                           Party A is a banking corporation created or organized
                           under the laws of the State of New York.

                           (ii)     The following representations will apply to
                                    Party B:

                           Party B is a business trust created or organized
                           under the laws of the State of Delaware and its
                           federal taxpayer identification number is___________.

                                     PART 3
                         AGREEMENT TO DELIVER DOCUMENTS

         For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
         party agrees to deliver the following documents:

                                       6
<PAGE>

(a)      Tax forms, documents or certificates to be delivered are:

<TABLE>
<CAPTION>
  PARTY
REQUIRED TO
 DELIVER
 DOCUMENT               FORM/DOCUMENT/CERTIFICATE               DATE BY WHICH TO BE DELIVERED
-----------             -------------------------               -----------------------------
<S>                     <C>                                     <C>
Party B                 Internal Revenue Service                Upon execution and delivery of
                        Form W-9                                this Agreement

Party A and             Any form, document or                   Upon request
Party B                 certificate as may be
                        requested pursuant to Section
                        4(a)(iii) of this Agreement.
</TABLE>

(b)      Other documents to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED                                          DATE BY WHICH            COVERED BY
 TO DELIVER              FORM/DOCUMENT/                     TO BE                SECTION 3(d)
  DOCUMENT                CERTIFICATE                     DELIVERED             REPRESENTATION
  --------                -----------                     ---------             --------------
<S>                 <C>                                 <C>                     <C>
  Party B           Copies of all financial             Promptly after              Yes
                    statements or financial             delivery
                    reports 1) sent to the              thereof
                    Trustee by Party B or 2)
                    delivered by the Trustee
                    to each Registered Owner,
                    Pursuant to Section 4.15
                    of the Indenture
</TABLE>

                                        7
<PAGE>

<TABLE>
<S>                 <C>                                 <C>                     <C>
Party A and         Certified copies of all             Upon                        Yes
Party B             corporate authorizations and        execution and
                    any other documents with            delivery of this
                    respect to the execution,           Agreement
                    delivery and performance of
                    this Agreement and any Credit
                    Support Document.

Party A and         Certificate of authority and        Upon                        Yes
Party B             specimen signatures of              execution and
                    individuals executing this          delivery of this
                    Agreement any Credit Support        Agreement and
                    Document and Confirmations          thereafter upon
                                                        request of the
                                                        other party

Party B             Copies of the Indenture, the        Upon                        Yes
                    Trust Agreement, the Notes          execution and
                    and the Administration              delivery of this
                    Agreement                           Agreement

Party B             Opinion of counsel                  Upon                        Yes
                    satisfactory to party A             execution and
                    substantially in the form of        delivery of this
                    Exhibit I hereto                    Agreement

Party B             Copies of the Administrator's       Concurrently                Yes
                    Distribution Date Certificate       with the
                    (as provided for in the             distribution
                    Indenture)                          thereof to the
                                                        Noteholders
                                                        pursuant to the
                                                        Indenture

Party A             Opinion of Counsel                  Upon                        Yes
                    satisfactory to Party B             execution and
                                                        delivery of this
                                                        Agreement

</TABLE>

                                        8

<PAGE>

                                     PART 4
                                 MISCELLANEOUS

(a)      ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
         Agreement:

         Address for notice or communications to Party A:

         See notice information in Confirmation.

         Address for delivery of Administrator's Distribution Date Certificate:

         JPMorgan Chase Bank
         C/o John Coffey
         Dept: Credit Portfolio
         270 Park Avenue, 30th Floor
         New York, New York 10017-2070
         Facsimile No.: (212) 270-0260

         Any notice relating to a particular Transaction shall be delivered to
         the address or facsimile number specified in the Confirmation of such
         Transaction. Any notice delivered for purposes of Sections 5 and 6 of
         this Agreement shall be delivered to the following address:

         JPMorgan Chase Bank
         Attention: Legal Department-Capital Markets Group
         270 Park Avenue, 40th Floor
         New York, New York 10017-2070
         Facsimile No.: (212)270-7468

         Address for notice or communications to Party B:

         Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, DE 19890
         Attention: Corporate Trust Administration
         Phone: 302-651-1000
         Facsimile: 302-651-8882

         with a copy to:

         Nelnet Student Loan Funding, LLC

                                       9
<PAGE>

         121 South 13th Street, Suite 301
         Lincoln, NE 68508
         Attention: Terry J. Heimes, Executive Vice President and Chief
         Financial Officer
         Phone: 402-458-2300
         Facsimile: 402-458-2399

(b)      PROCESS AGENT. For the purpose of Section 13(c):

         Party A appoints as its Process Agent: Not applicable.

         Party B appoints as its Process Agent: Not applicable.

(c)      OFFICES. The provisions of Section 10(a) will apply to this Agreement.

(d)      MULTIBRANCH PARTY. For the purpose of Section 10 of this Agreement:

         Party A is a Multibranch Party and may act through any Office specified
         in a Confirmation.

         Party B is not a Multibranch Party.

(e)      CALCULATION AGENT. With respect to calculations of payments under
         Section 6(e) herein, the Calculation Agent is Party A. With respect to
         all other calculations, the Calculation Agent is Party B, which shall
         delegate its duties as Calculation Agent hereunder to the
         Administrator, as defined in the Indenture.

(f)      CREDIT SUPPORT DOCUMENTS. Details of any Credit Support Document: -

         With respect to Party B, the Indenture, as defined in Part 5(n) herein.

(g)      CREDIT SUPPORT PROVIDER.

         Credit Support Provider means in relation to Party A: Not Applicable.

         Credit Support Provider means in relation to Party B: Not Applicable.

(h)      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the laws of the State of New York (without reference to
         choice of law doctrine).

(i)      NETTING OF PAYMENTS. ALL amounts payable on the same date, in the same
         currency and in respect of the same Transaction shall be netted in
         accordance with Section 2(c) of this Agreement. The election contained
         in the last paragraph of Section 2(c) of this Agreement shall not apply
         for the purposes of this Agreement.

                                       10
<PAGE>

(j)      "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement.

                                      PARTS
                                OTHER PROVISIONS

(a)      SET-OFF. For the avoidance of doubt, neither party shall have the right
         of set off under this Agreement.

(b)      ADDITIONAL REPRESENTATION AND COVENANT. Party B hereby makes the
         following additional representation and covenant to Party A as of the
         date hereof: other than as described in this Agreement, Party B has no
         outstanding obligations to, or accounts with, Party A as of the date
         hereof, and Party B hereby agrees to notify Party A in the event that
         any obligations or accounts are established between itself and Party A
         following the date hereof.

(c)      DELIVERY OF CONFIRMATIONS. For each Transaction entered into hereunder,
         Party A shall promptly send to Party B a Confirmation via facsimile
         transmission. Party B agrees to respond to such Confirmation within two
         (2) Local Business Days, either confirming agreement thereto or
         requesting a correction of any error(s) contained therein. Failure by
         Party A to send a Confirmation or of Party B to respond within such
         period shall not affect the validity or enforceability of such
         Transaction. Absent manifest error, there shall be a presumption that
         the terms contained in such Confirmation are the terms of the
         Transaction.

(d)      RECORDING OF CONVERSATIONS. Each party to this Agreement acknowledges
         and agrees to the tape recording of conversations between trading and
         marketing personnel of the parties to this Agreement whether by one or
         other or both of the parties or their agents, and that any such tape
         recordings may be submitted in evidence in any Proceedings relating to
         the Agreement.

(e)      FURNISHING SPECIFIED INFORMATION. Section 4(a)(iii) is hereby amended
         by inserting "promptly upon the earlier of (i)" in lieu of the word
         "upon" at the beginning thereof and inserting "or (ii) such party
         learning that the form or document is required" before the word "any"
         on the first line thereof.

(f)      NOTICE BY FACSIMILE TRANSMISSION. Section 12(a) is hereby amended by
         deleting the parenthetical "(except that a notice or other
         communication under Section 5 or 6 may not be given by facsimile
         transmission or electronic messaging system)".

                                       11
<PAGE>

(g)      Section 3(a) of this Agreement is amended by (i) deleting the word
         "and" at the end of clause (iv); (ii) deleting the period at the end of
         clause (v) and inserting therein "; and "; and (iii) by inserting the
         following additional representation:

         "(vi)    Eligible Contract Participant. Each party represents to the
                  other party (which representation will be deemed to be
                  repeated by each party on each date on which a Transaction is
                  entered into) that it is an "eligible contract participant" as
                  defined in Section 1a(12) of the U.S. Commodity Exchange Act,
                  7 U.S.C. Section 1a(12)."

(h)      Section 3 is revised so as to add the following Section (g) at the end
         thereof:

         "(g)     Relationship Between Parties. Each party represents to the
                  other party and will be deemed to represent to the other party
                  on the date on which it enters into a Transaction that (absent
                  a written agreement between the parties that expressly imposes
                  affirmative obligations to the contrary for that
                  Transaction):-

                  (i)      Non-Reliance. It is acting for its own account, and
                           it has made its own independent decisions to enter
                           into that Transaction and as to whether that
                           Transaction is appropriate or proper for it based
                           upon its own judgment and upon advice from such
                           advisors as it has deemed necessary. It is not
                           relying on any communication (written or oral) of the
                           other party as investment advice or as a
                           recommendation to enter into that Transaction; it
                           being understood that information and explanations
                           related to the terms and conditions of a Transaction
                           shall not be considered investment advice or a
                           recommendation to enter into that Transaction.
                           Further, such party has not received from the other
                           party any assurance or guarantee as to the expected
                           results of that Transaction.

                  (ii)     Evaluation and Understanding. It is capable of
                           evaluating and understanding (on its own behalf or
                           through independent professional advice), and
                           understands and accepts, the terms, conditions and
                           risks of that Transaction. It is also capable of
                           assuming, and assumes, the financial and other risks
                           of that Transaction.

                  (iii)    Status of Parties. The other party is not acting as
                           an agent, fiduciary or advisor for it in respect of
                           that Transaction."

(i)      WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES
         ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO

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<PAGE>

         ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
         ANY TRANSACTION CONTEMPLATED HEREBY.

(j)      LIMITED RECOURSE TO PARTY B. Notwithstanding anything to the contrary
         contained herein including Section 5(a)(i) of this Agreement, all
         obligations of Party B shall be payable by it only to the extent it has
         sufficient funds available to make the schedule payment in accordance
         with Sections 5.03, 5.04, and 6.02 of the Indenture, as applicable. To
         the extent such funds are not available or are insufficient for the
         payment thereof, it shall not constitute a claim against Party B to the
         extent of such unavailability or insufficiency until such time as Party
         B has assets sufficient to pay such prior deficiency. This paragraph
         shall survive the termination of this Agreement.

(k)      SCOPE OF OBLIGATIONS OF THE TRUSTEE. The parties hereto agree that:

         (i)      This Agreement is executed and delivered by Wilmington Trust
                  Company, not individually but solely in its capacity as
                  trustee and in the exercise of the powers and authority
                  conferred and vested in the Delaware Trustee under the Trust
                  Agreement; and

         (ii)     Each of the representations, undertakings and agreements
                  contained in this Agreement made on the part of Party B is
                  made and intended not as an individual representation,
                  undertaking and agreement, but is made and intended for the
                  purposes of binding only the Trust.

(1)      NO RECOURSE. The Notes represent the obligations of Party B only. They
         do not represent an interest in or obligation of Party A. No recourse
         may be had by the holders of the Notes against Party A or its assets
         with respect to the Notes and/or this Agreement.

(m)      ADDITIONAL REPRESENTATIONS OF PARTY B. Party B represents to Party A as
         of the date hereof that:

         (1)      With respect to each source of funds to be used by it to enter
                  into such Transactions (each such source being referred to
                  herein as a "source"), the source is not the assets of any
                  "plan" (as such term is defined in Section 4975 of the Code)
                  subject to Section 4975 of the Code or any "employee benefit
                  plan" (as such term is defined in Section 3(3) of ERISA)
                  subject to Title I of ERISA, or otherwise out of "plan assets"
                  within the meaning of United States Department of Labor
                  regulation Section 2510.3-101; and

                                       13
<PAGE>

         (2)      Each Transaction is intended to be exempt from, or otherwise
                  not subject to regulation under, the Investment Company Act of
                  1940 and Party B is exempt from regulation under such Act.

(n)      NO BANKRUPTCY PETITION. Party A agrees that, prior to the date that is
         one year and one day after the date upon which Party B is terminated in
         accordance with the terms of the Trust Agreement, it shall not
         institute against, or join any other person in instituting against,
         Party B, any bankruptcy, reorganization, arrangement, insolvency or
         liquidation proceedings, or other proceedings under any federal or
         state bankruptcy or similar law; provided however, that nothing herein
         shall preclude or estop Party A (A) from taking any action prior to the
         expiration of the applicable preference period in (x) any case or
         proceeding voluntarily filed or commenced by Party B or (y) any
         involuntary insolvency proceeding filed or commenced against Party B by
         a person other than Party A or (B) from commencing against Party B or
         any properties of Party B any legal action which is not a bankruptcy,
         reorganization, arrangement, insolvency, moratorium or liquidation
         proceeding. This provision shall survive termination of this Agreement
         for any reason whatsoever.

(o)      PERMITTED SECURITY INTEREST. For purposes of Section 7 of this
         Agreement, Party A hereby consents to the Permitted Security Interest,
         subject to the provisions of this paragraph below.

         "Permitted Security Interest" means the collateral assignment by Party
         B of the Swap Collateral to the Trustee pursuant to the Indenture.

         "Swap Collateral" means all right, title and interest of Party B in
         this Agreement, each Transaction hereunder, and all present and future
         amounts payable by Party A to Party B under or in connection with this
         Agreement or any Transaction governed by this Agreement, whether or not
         evidenced by a Confirmation, including, without limitation, any
         transfer or termination of any such Transaction.

         Notwithstanding the Permitted Security Interest, Party B shall not be
         released from any of its obligations under this Agreement or any
         Transaction, and Party A may exercise its rights and remedies under
         this Agreement without notice to, or the consent of the Trustee, except
         as otherwise expressly provided in this Agreement or in the Indenture
         with respect to Party A's right to bring legal proceedings against
         Party B or the Trustee for purposes of enforcing this Agreement against
         Party B.

         Party A's consent to the Permitted Security Interest is expressly
         limited to the Trustee for the benefit of the Noteholders under the
         Indenture, and Party A does not consent to the sale or transfer by the
         Trustee of the Swap Collateral to any other person or entity (other
         than a successor to the Trustee under the Indenture acting in

                                       14
<PAGE>

         that capacity), and the manner in which the Trustee may realize upon
         the Swap Collateral shall be to declare an Event of Default, Additional
         Termination Event or designate an Early Termination Date by notice
         given to Party A pursuant to the provisions of this Schedule and the
         Agreement.

         Party B hereby acknowledges that, as a result of the Permitted Security
         Interest, all rights under this Agreement, including any Transaction,
         have been assigned to the Trustee pursuant to the Indenture, and
         notwithstanding any other provision in this Agreement, Party B may not
         take any action hereunder to exercise any of such rights without the
         prior written consent of the Trustee, including, without limitation,
         providing any notice under this Agreement, the effect of which would be
         to cause an Early Termination Date to occur or be deemed to occur. If
         Party B gives any notice to Party A for the purposes of exercising any
         of Party B's rights under this Agreement, Party A shall have the option
         of treating that notice as void unless that notice is signed by the
         Trustee acknowledging its consent to the provisions of that notice. The
         foregoing notwithstanding, nothing herein shall be construed as
         requiring the consent of the Trustee for the performance by Party B of
         any of its obligations hereunder.

         Except as expressly provided in this Agreement for any Event of
         Default, Termination Event, or Additional Termination Event, Party A
         and Party B may not enter into any agreement to dispose of any
         Transaction, whether in the form of a termination, unwind, transfer or
         otherwise without the prior written consent of the Trustee.

         No amendment, modification, or waiver in respect of this Agreement will
         be effective unless (A) evidenced by a writing executed by each party
         hereto, and (B) the Indenture Trustee has acknowledged its consent
         thereto in writing, to the extent the consent of the Trustee is
         required under the terms of the Indenture.

         In connection with the Permitted Security Interest, Party A hereby
         waives any and all right to counterclaim or set-off against the Swap
         Collateral, whether arising by contract, operation of law or otherwise,
         provided that nothing herein shall be construed as limiting the
         provisions contained in Sections 2(c) and 6(e) of this Agreement with
         respect to the netting of the parties' respective obligations under
         this Agreement or the right of Party B to exercise any set-off right,
         by operation of law or otherwise.

(p)      ADDITIONAL DEFINITIONS. Unless otherwise defined in this Agreement or
         in any Confirmation, the terms "Administration Agreement", "Indenture",
         "Noteholder", "Notes", "Registered Owner", "Supplemental Indenture",
         "Trust Agreement", "Trust Estate", "Trustee" shall have the meanings
         ascribed to such terms in that

                                       15
<PAGE>

         certain Indenture of Trust by and between Nelnet Student Loan Trust
         2002-1 and Zions First National Bank, as Trustee dated as of May
         1, 2002.

(q)      CONSENT OF RATING AGENCIES.

         (i)      Section 9(b) of this Agreement is amended by adding the
                  following at the end of such Section: "In addition, no
                  amendment, modification or waiver in respect of this Agreement
                  will be entered into or effective unless written confirmation
                  is received by the parties from the Rating Agencies that such
                  amendment, modification or waiver will not cause a reduction,
                  suspension or withdrawal of the then-current rating of the
                  Notes."

         (ii)     Section 7 of this Agreement is amended by adding the following
                  after the words "other party" in the third line therein: "and
                  written confirmation from the Rating Agencies that such
                  transfer or assignment will not cause a reduction, suspension
                  or withdrawal of the then-current rating of the Notes"

                                       16
<PAGE>

Please confirm your agreement to the terms of the foregoing Schedule by signing
below.

JPMORGAN CHASE BANK                            NELNET STUDENT LOAN
                                               TRUST 2002-1
                                               By: Wilmington Trust Company,
By: /s/ JAMES DWYER                                not in its individual
    -------------------                            capacity but solely in its
    Name: JAMES DWYER                              capacity as Delaware Trustee
    Title: VICE PRESIDENT                          of the Nelnet Student Load
                                                   Trust 2002-1

                                               By: /s/ Patricia A. Evans
                                                   ----------------------------
                                               Name: Patricia A. Evans
                                               Title: Assistant Vice President

                                       17
<PAGE>

                                                                       EXHIBIT I

                      FORM OF OPINION OF COUNSEL TO PARTY B

                                                Date:

JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017-2070

Ladies and Gentlemen:

I have acted as counsel to [     ] (the "Counterparty") in connection with its
execution and delivery of the ISDA Master Agreement and the ISDA Schedule to the
Master Agreement, each dated _______________, 2000 (collectively, the
"Agreement"), between JPMorgan Chase Bank and the Counterparty. Capitalized
terms used but not defined herein shall have their respective meanings as set
forth in the Agreement.

I have examined an executed copy of the Agreement and such other documents,
instruments and certificates as I have deemed necessary or appropriate for the
opinions expressed herein. I have assumed, without independent verification, (i)
the genuineness of all signatures, other than the signatures of persons signing
on behalf of the Counterparty, (ii) the authenticity of all documents submitted
to me as originals and the conformity with the originals of all documents
submitted to me as certified, conformed or photostatic copies, and (iii) the
truth, accuracy and completeness of the factual matters contained in the
representations and warranties set forth in the Agreement.

Although the Agreement refers to a procedure whereby the parties might from time
to time enter into Transactions governed by the Agreement, I express no opinion
regarding any Transactions or any Confirmations thereof or the Agreement as
supplemented by any Transactions or Confirmations thereof.

Based on the foregoing, I am of the opinion that:

1.       The Counterparty is a _____________________ duly organized, validly
existing and in good standing under the laws of the ___________________, and has
full power and authority to execute and deliver the Agreement and to perform its
obligations thereunder.

<PAGE>

2.       The execution, delivery and performance by the Counterparty of the
Agreement has been duly authorized by all necessary organizational action of the
Counterparty and do not conflict with or result in a breach of the
Counterparty's organizational documents.

3.       No authorization, consent, approval, exemption or license from, or
filing of any registration with, any federal or state governmental authority is
required to be obtained or made by the Counterparty as a condition to its
execution and delivery of the Agreement, or to the performance by it of its
obligations thereunder.

4.       To my actual knowledge without independent investigation, the
execution, delivery and performance by the Counterparty of the Agreement do not
violate, conflict with, or result in a breach of, any law, rule or regulation
applicable to the Counterparty, or any material contractual restriction, order
or judgment binding on the Counterparty or its assets.

5.       The Counterparty has executed and delivered the Agreement, and such
Agreement constitutes the legal, valid and binding obligation of the
Counterparty, enforceable against the Counterparty in accordance with its terms,
subject to the qualification that the enforceability of such Agreement may be
limited by bankruptcy, reorganization, insolvency, moratorium and other similar
laws of general application affecting the enforcement of creditor's rights
generally and by general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law).

The opinions expressed herein are limited to matters concerning the federal laws
of the United States of America and the laws of the State of New York. I express
no opinion as to the laws of any other jurisdiction.

This opinion has been furnished to you for your use in connection with the
Agreement and may not be relied upon by any other person, or by you for any
other purpose, without my written consent. This opinion is given as of the date
hereof, and I disclaim any obligation to advise you of any change of law that
occurs, or any facts of which I become aware, after the date of this opinion.
The opinions expressed herein are limited to those matters expressly set forth,
and no opinion is to be inferred or implied beyond the matters expressly so
stated.

Very truly yours,

                                       2