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                                                                   Exhibit 10.39

                        UNION FINANCIAL SERVICES-1, INC.

                                  $278,700,000

      TAXABLE STUDENT LOAN ASSET-BACKED AUCTION RATE CERTIFICATE(SM) NOTES
                                  (SERIES 1999)

                             UNDERWRITING AGREEMENT

                                                                   June 30, 1999

PaineWebber Incorporated
as representative of the Underwriters
1285 Avenue of the Americas
New York, New York 10019

Ladies and Gentlemen:

         Union Financial Services-1, Inc., a Nevada corporation (the "Company"),
proposes to sell to PaineWebber Incorporated (the "Representative") and the
other underwriters listed on Schedule A hereto (the "Underwriters"), pursuant to
the terms of this Underwriting Agreement, $278,700,000 aggregate principal
amount of its Taxable Student Loan Asset-Backed Auction Rate Certificate(SM)
Notes, Series 1999 (the "Notes"). Zions First National Bank, a national banking
association, will act as eligible lender (the "Eligible Lender") on behalf of
the Company. The Notes will be issued under a Second Amended and Restated
Indenture of Trust dated as of November 1, 1996 (as previously amended and
supplemented, the "Master Indenture") between the Company and Zions First
National Bank, a national banking association, as successor indenture trustee
("Trustee"), as supplemented by the Series 1999 Supplemental Indenture of Trust
(the "Indenture Supplement" and collectively with the Master Indenture, the
"Indenture"). Upon issuance, the Notes will be secured by, among other things,
Financed Eligible Loans (as defined in the Indenture) pledged to the Trustee and
described in the Prospectus (as defined in Section 3 below). The Financed
Eligible Loans currently are serviced by Union Bank and Trust Company (the
"Bank") pursuant to an Amended and Restated Servicing Agreement dated as of
December 18, 1998, as amended (the "Servicing Agreement"), between the Bank and
the Company. The Bank has entered into subservicing agreements with (i) UNIPAC
Service Corporation ("UNIPAC") dated as of January 1, 1995 as amended by the
parties thereto on March 1, 1996 and June 19, 1996 (the "UNIPAC Subservicing
Agreement") pursuant to which UNIPAC will act as subservicer or, upon inability
of the Bank to do so, as servicer with respect to certain of the Financed
Eligible Loans and (ii) InTuition, Inc. ("InTuition"), dated as of December 22,
1998 (the "InTuition Subservicing Agreement"),

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pursuant to which InTuition will act as subservicer with respect to certain of
the Financed Eligible Loans.

         Subject to the approval of Fitch IBCA, Inc. and Standard & Poor's, on
or prior to the Closing Date (as defined below) (i) the Bank expects to assign
its rights and obligations under the Servicing Agreement, the UNIPAC
Subservicing Agreement and the InTuition Subservicing Agreement to National
Education Loan Network, Inc. ("NelNet" or the "Servicer"), (ii) the Company
expects to enter into a new servicing agreement with NelNet (the "Servicing
Agreement"), and (iii) NelNet excepts to enter into new Subservicing agreements
with UNIPAC and InTuition (the "Subservicing Agreements").

         This Agreement, the Loan Sale Agreement, dated as of June 30, 1999,
between NHELP-I, Inc. (the "Seller") and the Company (the "Sale Agreement"), the
Servicing Agreement, the Subservicing Agreements, and the Indenture shall
collectively hereinafter be referred to as the "Basic Documents;"

         Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Indenture or the Prospectus.

         The Company proposes, upon the terms and conditions set forth herein,
to sell to each of the Underwriters on the Closing Date (as hereinafter defined)
the aggregate principal amount of each Class of Notes set forth next to the name
of each Underwriter on Schedule A hereto.

         The Company wishes to confirm as follows this agreement with the
Underwriters in connection with the purchase and resale of the Notes.

         1. Agreements to Sell, Purchase and Resell. (a) The Company hereby
agrees, subject to all the terms and conditions set forth herein to sell to each
of the Underwriters and, upon the basis of the representations, warranties and
agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, each of the Underwriters severally agrees to
purchase from the Company, such principal amount of the Classes of the Notes at
such respective purchase prices as are set forth on Schedule A hereto.

         (b) It is understood that the Underwriters propose to offer the Notes
for sale to the public (which may include selected dealers) as set forth in the
Prospectus.

         2. Delivery of the Notes and Payment Therefor. Delivery to the
Underwriters of and payment for the Notes shall be made at the office of Kutak
Rock, Denver, Colorado, at 11:00 a.m., Denver time, on July 1, 1999 (the
"Closing Date"). The place of such closing and the Closing Date may be varied by
agreement between the Representative and the Company.

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         The Notes will be delivered to the Underwriters against payment of the
purchase price therefor to the Company in Federal Funds, by wire, or such other
form of payment as to which the parries may agree. Unless otherwise agreed to by
the Company and the Representative, each Class of Notes will be evidenced by a
single global security in definitive form and/or by additional definitive
securities, and will be registered, in the case of the global Classes of Notes,
in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"),
and in the other cases, in such names and in such denominations as the
Underwriters shall request prior to 1:00 p.m., New York City time, no later than
the business day preceding the Closing Date. The Notes to be delivered to the
Underwriters shall be made available to the Underwriters in Denver, Colorado,
for inspection and packaging not later than 9:30 a.m., Denver time, on the
business day next preceding the Closing Date.

         3. Representations and Warranties of the Company. The Company
represents and warrants to each of the Underwriters that;

         (a) A registration statement on Form S-3 (No, 333-28551), including a
prospectus and such amendments thereto as may have been required to the date
hereof, relating to the Notes and the offering thereof from time to time in
accordance with Rule 415 under the Securities Act of 1933, as amended (the
"Act"), has been filed with the Securities and Exchange Commission (the "SEC" or
the "Commission") and such registration statement, as amended, has become
effective; such registration statement, as amended, and the prospectus relating
to the sale of the Notes offered thereby constituting a part thereof, as from
time to time amended or supplemented (including the base prospectus, any
prospectus supplement filed with the Commission pursuant to Rule 424(b) under
the Act, the information deemed to be a part thereof pursuant to Rule 430A(b)
under the Act, and the information incorporated by reference therein) are
respectively referred to herein as the "Registration Statement" and the
"Prospectus"; and the conditions to the use of a registration statement on Form
S-3 under the Act, as set forth in the General Instructions to Form S-3, and the
conditions of Rule 415 under the Act, have been satisfied with respect to the
Registration Statement;

         (b) On the effective date of the Registration Statement, the
Registration Statement and the Prospectus conformed in all respects to the
requirements of the Act, the rules and regulations of the SEC (the "Rules and
Regulations") and the Trust Indenture Act of 1939, as amended, and the rules and
regulations thereunder (the "Trust Indenture Act"), and, except with respect to
information omitted pursuant to Rule 430A of the Act, did not include any untrue
statement of a material fact or, in the case of the Registration Statement, omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading and, in the case of the Prospectus, omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, and on
the date of this Agreement, the Registration Statement and the Prospectus will
conform in all respects to the requirements of the Act, the Rules and
Regulations and the Trust Indenture Act, and neither of such documents included
or will include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the foregoing does not apply

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to statements in or omissions from the Registration Statement or the Prospectus
based upon written information furnished to the Company by the Underwriters,
specifically for use therein.

         (c) The Commission has not issued and, to the best knowledge of the
Company, is not threatening to issue any order preventing or suspending the use
of the Registration Statement.

         (d) As of the Closing Date, each consent, approval, authorization or
order of, or filing with, any court or governmental agency or body which is
required to be obtained or made by the Company or its affiliates for the
consummation of the transactions contemplated by this Agreement shall have been
obtained, except as otherwise provided in the Basic Documents.

         (e) The Master Indenture and the Indenture Supplement have been duly
and validly authorized by the Company and, upon their execution and delivery by
the Company and assuming due authorization, execution and delivery by the
Trustee, will be valid and binding agreements of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other similar laws affecting creditors' rights
generally and conform in all material respects to the description thereof in the
Prospectus.

         (f) The Notes have been duly authorized by the Company and the Notes to
be issued on the Closing Date, when executed by the Company and authenticated by
the Trustee in accordance with the Indenture, and delivered to the Underwriters
against payment therefor in accordance with the terms hereof, will have been
validly issued and delivered, and will constitute valid and binding obligations
of the Company entitled to the benefits of the Indenture and enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and the Notes will conform in all material respects to the
description thereof in the Prospectus.

         (g) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as conducted on the date hereof, and is duly registered and qualified
to conduct its business and is in good standing in each jurisdiction or place
where the nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition (financial or
other), business, prospects, properties, net worth or results of operations of
the Company.

         (h) Other than as contemplated by this Agreement or as disclosed in the
Prospectus, there is no broker, finder or other party that is entitled to
receive from the Company or any of its affiliates any brokerage or finder's fee
or other fee or commission as a result of any of the transactions contemplated
by this Agreement.

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         (i) There are no legal or governmental proceedings pending or, to the
knowledge of the Company threatened, against the Company, or to which the
Company or any of its properties is subject, that are not disclosed in the
Prospectus or that will not be disclosed in any subsequent amendment or
supplement to the Prospectus and which, if adversely decided, are reasonably
likely to materially affect the issuance of the Notes or the consummation of the
transactions contemplated hereby or by the Basic Documents.

         (j) Neither the offer, sale or delivery of the Notes by the Company nor
the execution, delivery or performance of this Agreement by the Company, nor the
consummation by the Company of the transactions contemplated hereby or thereby
(i) requires or will require any consent, approval, authorization or other order
of, or registration or fling with, any court, regulatory body, administrative
agency or other governmental body, agency or official (except for compliance
with the securities or Blue Sky laws of various jurisdictions, the qualification
of the Indenture under the Trust Indenture Act and such other consents,
approvals or authorizations as shall have been obtained prior to the Closing
Date) or conflicts or will conflict with or constitutes or will constitute a
breach of, or a default under, the organizational documents or bylaws of the
Company or (ii) conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, in any material respect, any
material agreement, indenture, lease or other instrument to which the Company is
a party or by which the Company or any of its properties may be bound, or
violates or will violate in any material respect any statute, law, regulation or
filing or judgment, injunction, order or decree applicable to the Company or any
of its properties, or will result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to the
terms of any agreement or instrument to which it is a party or by which it may
be bound or to which any of its properties is subject other than as contemplated
by the Basic Documents.

         (k) The Company has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement; the execution and
delivery of, and the performance by the Company of its obligations under, this
Agreement have been duly and validly authorized by the Company and this
Agreement has been duly executed and delivered by the Company and constitutes
the valid and legally binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as the enforcement hereof may be
limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto and subject to the applicability of general
principles of equity, and except as rights to indemnity and contribution
hereunder may be limited by Federal or state securities laws or principles of
public policy.

         (l) The Seller's assignment and delivery of Financed Eligible Loans to
the order of the Trustee on behalf of the Company as of the applicable sale date
described in the Sale Agreement will vest in the Trustee on behalf of the
Company all of the Seller's right, title and interest therein, subject to no
prior lien, mortgage, security interest, pledge, adverse claim, charge or other
encumbrance.

                                      -5-

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         (m) The Company's assignment of the Financed Eligible Loans to the
Trustee pursuant to the Indenture will vest in the Trustee, for the benefit of
the Noteholders, a first priority perfected security interest therein, subject
to no prior lien, mortgage, security interest, pledge, adverse claim, charge or
other encumbrance.

         (n) The Company is not, nor as a result of the issuance and sale of the
Notes as contemplated hereunder will it become, subject to registration as an
"investment company" under the Investment Company Act of 1940, as amended (the
"1940 Act").

         (o) The representations and warranties made by the Company in any Basic
Document to which the Company is a party and made in any Officer's Certificate
of the Company will be true and correct at the time made and on and as of the
applicable Closing Date.

         4. Agreements of the Company. The Company agrees with each of the
Underwriters as follows:

         (a) The Company will prepare a supplement to the Prospectus setting
forth the amount of the Notes covered thereby and the terms thereof not
otherwise specified in the Prospectus, the price at which the Notes are to be
purchased by the Underwriters, either the initial public offering price or the
method by which the price at which the Notes are to be sold will be determined,
the selling concessions and reallowances, if any, and such other information as
the Underwriters and the Company deem appropriate in connection with the
offering of the Notes, and the Company will timely file such supplement to the
prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company
will not file any amendments to the Registration Statement as in effect with
respect to the Notes or any amendments or supplements to the Prospectus, unless
it shall first have delivered copies of such amendments or supplements to the
Underwriters, or if the Underwriters shall have reasonably objected thereto
promptly after receipt thereof; the Company will immediately advise the
Underwriters or the Underwriters' counsel (i) when notice is received from the
SEC that any post-effective amendment to the Registration Statement has become
or will become effective and (ii) of any order or communication suspending or
preventing, or threatening to suspend or prevent, the offer and sale of the
Notes or of any proceedings or examinations that may lead to such an order or
communication, whether by or of the SEC or any authority administering any state
securities or Blue Sky law, as soon as the Company is advised thereof, and will
use its best efforts to prevent the issuance of any such order or communication
and to obtain as soon as possible its lifting, if issued.

         (b) If, at any time when the Prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act or the Rules and Regulations, the Company
promptly will prepare and file

                                      -6-

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with the SEC, an amendment or supplement to such Prospectus that will correct
such statement or omission or an amendment that will effect such compliance.

         (c) The Company will immediately inform the Underwriters (i) of the
receipt by the Company of any communication from the SEC or any state securities
authority concerning the offering or sale of the Notes and (ii) of the
commencement of any lawsuit or proceeding to which the Company is a party
relating to the offering or sale of the Notes.

         (d) The Company will furnish to the Underwriters, without charge,
copies of the Registration Statement (including all documents and exhibits
thereto or incorporated by reference therein), the Prospectus, and all
amendments and supplements to such documents relating to the Notes, in each case
in such quantities as the Underwriters may reasonably request.

         (e) No amendment or supplement will be made to the Registration
Statement or Prospectus which the Underwriters shall not previously have been
advised or to which it shall reasonably object after being so advised.

         (f) The Company will cooperate with the Underwriters and with its
counsel in connection with the qualification of, or procurement of exemptions
with respect to, the Notes for offering and sale by the Underwriters and by
dealers under the securities or Blue Sky laws of such jurisdictions as the
Underwriters may designate and will file such consents to service of process or
other documents necessary or appropriate in order to effect such qualification
or exemptions; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action which would subject it to service of process in suits, other
than those arising out of the offering or sale of the Notes, in any jurisdiction
where it is not now so subject.

         (g) The Company consents to the use, in accordance with the securities
or Blue Sky laws of such jurisdictions in which the Notes are offered by the
Underwriters and by dealers, of the Prospectus furnished by the Company.

         (h) To the extent, if any, that the rating or ratings provided with
respect to the Notes by the rating agency or agencies that initially rate the
Notes is conditional upon the furnishing of documents or the taking of any other
actions by the Company, the Company shall cause to be furnished such documents
and such other actions to be taken.

         (i) So long as any of the Notes are outstanding, the Company will
furnish to the Underwriters (i) as soon as available, a copy of each document
relating to the Notes required to be filed with the SEC pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order
of the SEC thereunder, and (ii) such other information concerning the Company as
the Underwriters may request from time to time.

         (j) If this Agreement shall terminate or shall be terminated after
execution and delivery pursuant to any provisions hereof (otherwise than by
notice given by the Representative

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terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this
Agreement shall be terminated by the Representative because of any failure or
refusal on the part of the Company to comply with the terms or fulfill any of
the conditions of this Agreement, the Company agrees to reimburse the
Underwriters for all out-of-pocket expenses (including fees and expenses of
their counsel) reasonably incurred by it in connection herewith, but without any
further obligation on the part of the Company for loss of profits or otherwise.

         (k) The net proceeds from the sale of the Notes hereunder will be
applied substantially in accordance with the description set forth in the
Prospectus.

         (1) Except as stated in this Agreement and in the Prospectus, the
Company has not taken, nor will it take, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Notes to facilitate the sale
or resale of the Notes.

         (m) For a period from the date of this Agreement until the retirement
of the Notes, the Company will deliver to you the annual statements of
compliance and the annual independent certified public accountants' reports
furnished to the Trustee or the Company pursuant to the Servicing Agreement as
soon as such statements and reports are furnished to the Trustee or the Company.

         (n) On or before the Closing Date, the Company shall mark its
accounting and other records, if any, relating to the Financed Eligible Loans
and shall cause the Servicer, UNIPAC and InTuition to mark their respective
computer records relating to the Financed Eligible Loans to show the absolute
ownership by the Trustee, as eligible lender of, and the interest of the Company
in, the Initial Financed Eligible Loans, and from and after each Closing Date
the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as
the case may be, such actions with respect to the respective records of each
with regard to any Additional Acquired Eligible Loans at the time of the
acquisition thereof by the Trustee on behalf of the Company and the Company
shall not take, or shall permit any other person to take, any action
inconsistent with the ownership of, and the interest of the Company in, the
Financed Eligible Loans, other than as permitted by the Basic Documents.

         (o) For the period beginning on the date of this Agreement and ending
90 days hereafter, after none of the Company and any entity affiliated, directly
or indirectly, with the Company will, without the prior written notice to the
Underwriters, offer to sell or sell notes (other than the Notes) collateralized
by FFELP Loans; provided, however, that this shall not be construed to prevent
the sale of FFELP Loans by the Company.

         (p) If, at the time the Registration Statement became effective, any
information shall have been omitted therefrom in reliance upon Rule 430A under
the 1933 Act, then, immediately following the execution of this Agreement, the
Company will prepare, and file or transmit for filing with the Commission in
accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an
amended Prospectus containing all information so omitted.

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         5. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each of the Underwriters and each person, if any,
who controls an Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, the Prospectus, or in
any amendment or supplement thereto, or any preliminary prospectus, or
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon any untrue statement or
omission or alleged untrue statement or omission which has been made therein or
omitted therefrom in reliance upon and in conformity with the information
relating to an Underwriter furnished in writing to the Company by or on behalf
of such Underwriter expressly for use in connection therewith; provided,
however, that the indemnification contained in this paragraph (a) with respect
to any preliminary prospectus shall not inure to the benefit of an Underwriter
(or to the benefit of any person controlling an Underwriter) on account of any
such loss, claim, damage, liability or expense arising from the sale of the of
Notes by an Underwriter to any person if the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact contained in such
preliminary prospectus was corrected in the final Prospectus and such
Underwriter sold Notes to that person without sending or giving at or prior to
the written confirmation of such sale, a copy of the final Prospectus (as then
amended or supplemented) if the Company has previously furnished sufficient
copies thereof to such Underwriter. The foregoing indemnity agreement shall be
in addition to any liability which the Company may otherwise have.

         (b) If any action, suit or proceeding shall be brought against an
Underwriter or any person controlling an Underwriter in respect of which
indemnity may be sought against the Company, such Underwriter or such
controlling person shall promptly notify the parties against whom
indemnification is being sought (the "indemnifying parties"), but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party except to the extent that the indemnifying
party is materially prejudiced by such omission. In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party). The applicable
Underwriter or any such controlling person shall have the right to employ
separate counsel in any such action, suit or proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Underwriter or such controlling person unless (i) the
indemnifying parties have agreed in writing to pay such fees and expenses, (ii)
the indemnifying parties have failed to assume the defense and employ counsel,
or (iii) the named parties to any such action, suit or proceeding (including any
impleaded parties) include both the Underwriter or such controlling person and
the indemnifying parties and the

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Underwriter or such controlling person shall have been advised by its counsel
that there may be one or more legal defenses available to it which are different
from or additional to or in conflict with those available to the indemnifying
parties and in the reasonable judgment of such counsel it is advisable for the
Underwriter or such controlling person to employ separate counsel (in which case
the indemnifying party shall not have the right to assume the defense of such
action, suit or proceeding on behalf of the Underwriter or such controlling
person). It is understood, however, that the indemnifying parties shall, in
connection with any one such action, suit or proceeding or separate but
substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for each Underwriter
and controlling persons not having actual or potential differing interests with
such Underwriter or among themselves, which firm shall be designated in writing
by such Underwriter, and that all such fees and expenses shall be reimbursed on
a monthly basis as provided in paragraph (a) hereof. An indemnifying party will
not, without the prior written consent of the indemnified party, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

         (c) Each Underwriter, severally and not jointly, agrees to indemnify
and hold harmless the Company and its directors and officers, and any person who
controls the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, to the same extent as the indemnity from the Company to the
Underwriters set forth in paragraph (a) hereof, but only with respect to
information relating to an Underwriter furnished in writing by or on behalf of
such Underwriter expressly for use in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus. If any action, suit or proceeding shall be brought against the
Company, any of its directors or officers, or any such controlling person based
on the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus and in respect of which indemnity
may be sought against an Underwriter pursuant to this paragraph (c), such
Underwriter shall have the rights and duties given to the Company by paragraph
(b) above (except that if the Company shall have assumed the defense thereof the
Underwriter shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof, but the fees and expenses of
such counsel shall be at such Underwriter's expense), and the Company, its
directors and officers, and any such controlling person shall have the rights
and duties given to the Underwriters by paragraph (b) above. The foregoing
indemnity agreement shall be in addition to any liability which the Underwriters
may otherwise have.

         (d) If the indemnification provided for in this Section 5 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party

                                      -10-
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as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the applicable Underwriter on the other hand from
the offering of the Notes, or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the applicable
Underwriter on the other in connection with the statements or omissions that
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative benefits received by
the Company on the one hand and an Underwriter on the other shall be deemed to
be in the same proportion as the total net proceeds from the offering of the
Notes (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by such Underwriter. The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or by an Underwriter on the other hand and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

         (e) The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 5 were determined by a
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 5, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total underwriting discounts and commissions received by such Underwriter exceed
the amount of any damages which such Underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 1l(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         (f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 5 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 5 and the
representations and warranties of the Company and the Underwriters set forth in
this Agreement shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of the Underwriters, the Company
or any person controlling any of them or their respective directors or officers,
(ii) acceptance of any Notes and payment therefor hereunder, and (iii) any
termination of this Agreement. A successor to the Underwriters, the Company or
any person controlling any of them or their respective directors or officers,
shall be

                                      -11-
<PAGE>

entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in this Section 5.

         6. Conditions of the Underwriters' Obligations. The obligations of the
Underwriters to purchase the Notes hereunder are subject to the following
conditions;

         (a) All actions required to be taken and all filings required to be
made by the Company under the Act prior to the sale of the Notes shall have been
duly taken or made. At and prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Company or the Underwriters, shall be contemplated by the Commission.

         (b) Subsequent to the effective date of this Agreement, there shall not
have occurred (i) any change, or any development involving a prospective change,
in or affecting the condition (financial or other), business, properties, net
worth, or results of operations of the Company, the Seller, the Servicer, UNIPAC
or InTuition not contemplated by the Registration Statement, which in the
opinion of the Representative, would materially adversely affect the market for
the Notes, (ii) any downgrading in the rating of any debt securities of the
Company, a Seller, the Servicer, UNIPAC or InTuition by any nationally
recognized statistical rating organization or any public announcement that any
such organization has under surveillance or review its rating of any debt
securities of the Company, the Seller, the Servicer, UNIPAC or InTuition (other
than an announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating), or (iii) any event or
development which makes any statement made in the Registration Statement or
Prospectus untrue or which, in the opinion of the Company and its counsel or the
Underwriters and their counsel, requires the filing of any amendment to or
change in the Registration Statement or Prospectus in order to state a material
fact required by any law to be stated therein or necessary in order to make the
statements therein not misleading, if amending or supplementing the Registration
Statement or Prospectus to reflect such event or development would, in the
opinion of the Representative, materially adversely affect the market for the
Notes.

         (c) You shall have received an opinion addressed to you of Kutak Rock,
in its capacity as counsel to the Company, dated the Closing Date, in form and
substance satisfactory to you and your counsel with respect to the status of the
Company, to each of the Sale Agreement, Servicing Agreement, Indenture, Auction
Agency Agreement, Broker-Dealer Agreement and this Agreement and to the validity
of the Notes and such related matters as you shall reasonably request. In
addition, you shall have received an opinion addressed to you of Kutak Rock, in
its capacity as counsel for the Company, in form and substance satisfactory to
you and your counsel, concerning "true sale," "non- consolidation" and "first
perfected security interest" and certain other issues with respect to the
transfer of the Financed Eligible Loans from the Seller to the Company and from
the Company to the Trustee.

                                      -12-
<PAGE>

         (d) You shall have received an opinion addressed to you of Kutak Rock,
in its capacity as counsel for the Company, dated the Closing Date, in form and
substance satisfactory to you and your counsel to the effect that the statements
in the Prospectus under the headings "CERTAIN FEDERAL INCOME TAX CONSEQUENCES"
and "ERISA CONSIDERATIONS", to the extent that they constitute statements of
matters of law or legal conclusions with respect thereto, have been prepared or
reviewed by such counsel and are correct in all material respects.

         (e) You shall have received an opinion addressed to you of Kutak Rock,
in its capacity as counsel for the Company, dated the Closing Date, in form and
substance satisfactory to you and your counsel with respect to the character of
the Notes for federal tax purposes.

         (f) You shall have received an opinion addressed to you of Stroock &
Stroock & Lavan LLP, in its capacity as Underwriters' Counsel, dated the Closing
Date, in form and substance satisfactory to you.

         (g) You shall have received an opinion addressed to you of Ballard
Spahr Andrews & Ingersoll LLP, in its capacity as counsel for the Company, dated
the Closing Date in form and substance satisfactory to you and your counsel with
respect to the Prospectus and the Registration Statement and certain matters
arising under the Trust Indenture Act of 1939, as amended, and the Investment
Company Act of 1940, as amended.

         (h) You shall have received opinions addressed to you of Perry,
Guthery, Haase & Gessford, P.C. in their capacity as counsel to NelNet and
NHELP-1, Inc., each dated the Closing Date and satisfactory in form and
substance to you and your counsel, to the effect that:

         (i) NelNet is a corporation in good standing under the laws of the
     State of Nevada; NHELP-1, Inc. is a corporation in good standing under the
     laws of the State of Nevada; each having the full power and authority
     (corporate and other) to own its properties and conduct its business, as
     presently conducted by it, and to enter into and perform its obligations
     under each of the Servicing Agreement, the Sale Agreement and the
     Subservicing Agreements to which it is a party.

         (ii) The Sale Agreement has been duly authorized, executed and
     delivered by the Seller and the Servicing Agreement and the Subservicing
     Agreements have been duly authorized, executed and delivered by NelNet, and
     each such agreement is the legal, valid and binding obligations of the
     Seller and NelNet, as the case may be, enforceable against the Seller and
     NelNet, as the case may be, in accordance with their respective terms,
     except (x) the enforceability thereof may be subject to bankruptcy,
     insolvency, reorganization, moratorium or other similar laws now or
     hereafter in effect relating to creditors' rights and (y) remedy of
     specific performance and injunctive and other forms of equitable relief may
     be subject to equitable defenses and to the discretion of the court before
     which any proceeding therefor may be brought.

                                      -13-

<PAGE>

         (iii) Neither the execution and delivery by NelNet of the Servicing
     Agreement or the Subservicing Agreements, or the execution by the Seller
     of the Sale Agreement, nor the consummation by NelNet or the Seller of the
     transactions contemplated therein nor the fulfillment of the terms thereof
     by NelNet or the Seller will conflict with, result in a breach, violation
     or acceleration of, or constitute a default under, any term or provision of
     the by-laws of NelNet or the Seller or of any indenture or other agreement
     or instrument to which NelNet or the Seller is a party or by which NelNet
     or the Seller is bound, or result in a violation of or contravene the terms
     of any statute, order or regulation applicable to NelNet or the Seller of
     any court, regulatory body, administrative agency or governmental body
     having jurisdiction over NelNet or the Seller.

         (iv) There are no actions, proceedings or investigations pending or, to
     the best of such counsel's knowledge after due inquiry and reasonable
     investigation, threatened against NelNet or the Seller before or by any
     governmental authority that might materially and adversely affect the
     performance by NelNet or the Seller of its obligations under, or the
     validity or enforceability of, the Servicing Agreement, the Subservicing
     Agreements or the Sale Agreement to which it is a party.

         (v) Nothing has come to such counsel's attention that would lead such
     counsel to believe that the representations and warranties of NelNet
     contained in the Servicing Agreement, or the Subservicing Agreements or the
     representations and warranties of the Seller contained in the Sale
     Agreement are other than as stated therein.

         (vi) No authorization, approval, or other action by, and no notice to
     or filing with, any governmental authority or regulatory body is required
     (a) for the due execution, delivery and performance by NelNet of the
     Servicing Agreement or the Subservicing Agreements, (b) for the due
     execution, delivery and performance by the Seller of the Sale Agreement or
     (c) for the perfection of the Company's and the Trustee's interest in the
     Student Loans sold pursuant to the Sale Agreement or the exercise by the
     Company (or it permitted assigns) and the Trustee of their rights and
     remedies under the Sale Agreement, including specifically the filings of
     any Uniform Commercial Code financing statements, except for the execution
     and delivery of the Guarantee Agreements.

         (vii) The Sale Agreement together with the related bill of sale and
     blanket endorsement effects a valid sale to the Trustee of the Student
     Loans to be sold under the Sale Agreement enforceable against creditors of,
     and purchasers from, the Seller.

         (viii) As of the date specified in a schedule to such opinion, there
     were no (a) UCC financing statements naming the Seller as debtor or seller
     and covering any Student Loans to be sold under the Sale Agreement or
     interest therein or (b) notices of the filing of any federal tax lien
     (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of
     the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of
     ERISA) covering any Student Loan to be sold under the Sale Agreement or
     interest therein, listed in the available records in the respective offices
     set forth in such schedule

                                      -14-
<PAGE>

     opposite each such date (which are all of the offices that are prescribed
     under either the internal law of the conflict of law rules of the Nebraska
     UCC as the offices in which filings should be made to perfect security
     interests in Student Loans), except as set forth in such schedule.

         (ix) As of the date of such opinion, by executing the Guarantee
     Agreements and upon execution and delivery of the instruments of transfer
     described in the Sale Agreement and notification of the Guarantors and
     borrowers of the transfer contemplated thereby, and assuming that the
     Trustee is an eligible lender as that term is defined in 20 U.S.C.
     Section 1085(d)(l) of the Higher Education Act of 1965, as amended, the
     Trustee on behalf of the Company will be entitled to the benefit of the
     applicable Guarantor and/or Department of Education payments under the Act
     related to the Student Loans sold from time to time under the Sale
     Agreement, subject to the terms and conditions of the Guarantee Agreements
     and the Act.

         (i) You shall have received an opinion addressed to you of counsel to
the Trustee, dated the Closing Date and in form and substance satisfactory to
you and your counsel, to the effect that:

         (i) The Trustee is a national banking association duly organized and
     validly existing under the laws of the United States of America.

         (ii) The Trustee has the full corporate trust power to accept the
     office of indenture trustee under the Indenture and to enter into and
     perform its obligations under the Indenture, the Amendments to the
     Custodian Agreements, the Auction Agency Agreement, the Market Agent
     Agreement and each Guarantee Agreement.

         (iii) The execution and delivery of each of the Indenture, the
     Amendments to the Custodian Agreements, the Auction Agency Agreement, the
     Market Agent Agreement and each Guarantee Agreement, and the performance by
     the Trustee of its obligations under the Indenture, the Amendments to the
     Custodian Agreements, the Auction Agency Agreement, the Market Agent
     Agreement and each Guarantee Agreement, have been duly authorized by all
     necessary action of the Trustee and each has been duly executed and
     delivered by the Trustee.

         (iv) The Indenture, the Amendments to the Custodian Agreements, the
     Auction Agency Agreement, the Market Agent Agreement and each Guarantee
     Agreement constitute valid and binding obligations of the Trustee
     enforceable against the Trustee.

         (v) The execution and delivery by the Trustee of the Indenture, the
     Amendments to the Custodian Agreements, the Auction Agency Agreement, the
     Market Agent Agreement and each Guarantee Agreement do not require any
     consent, approval or

                                      -15-
<PAGE>

     authorization of, or any registration or filing with, any state or United
     States Federal governmental authority.

         (vi) Each of the Notes has been duly authenticated by the Trustee.

         (vii) Neither the consummation by the Trustee of the transactions
     contemplated in the Indenture, the Amendments to the Custodian Agreements,
     the Auction Agency Agreement and each Guarantee Agreement nor the
     fulfillment of the terms thereof by the Trustee will conflict with, result
     in a breach or violation of, or constitute a default under any law or the
     charter, by-laws or other organizational documents of the Trustee or the
     terms of any indenture or other agreement or instrument known to such
     counsel and to which the Trustee or any of its subsidiaries is a party or
     is bound or any judgment, order or decree known to such counsel to be
     applicable to the Trustee or any of its subsidiaries of any court,
     regulatory body, administrative agency, governmental body or arbitrator
     having jurisdiction over the Trustee or any of its subsidiaries.

         (viii) There are no actions, suits or proceedings pending or, to the
     best of such counsel's knowledge after due inquiry, threatened against the
     Trustee (as indenture trustee under the Indenture or in its individual
     capacity) before or by any governmental authority that might materially and
     adversely affect the performance by the Trustee of its obligations under,
     or the validity or enforceability of, the Indenture, the Amendments to the
     Custodian Agreements, the Auction Agency Agreement, the Market Agent
     Agreement or any Guarantee Agreement.

         (ix) The execution, delivery and performance by the Trustee of the
     Indenture the Amendments to the Custodian Agreements, the Auction Agency
     Agreement, the Market Agent Agreement or any Guarantee Agreement will not
     subject any of the property or assets of the Company or any portion
     thereof, to any lien created by or arising under the Indenture that is
     unrelated to the transactions contemplated in such agreements.

         (x) The Trustee is an "eligible lender" for purposes of the FFELP
     Program in its capacity as trustee with respect to Financed Eligible Loans
     held under the Indenture.

         (j) You shall have received certificates addressed to you dated the
Closing Date of any two of the Chairman of the Board, the President, any
Executive Vice President, Senior Vice President or Vice President, the
Treasurer, any Assistant Treasurer, the principal financial officer or the
principal accounting officer of the Seller and the Servicer in which such
officers shall state that, to the best of their knowledge after reasonable
investigation, (i) the representations and warranties of the Seller or the
Servicer, as the case may be, contained in the Sale Agreement, the Servicing
Agreement and the Subservicing Agreements, as applicable, are true and correct
in all material respects, that each of the Seller and the Servicer has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date, (ii) that they
have reviewed the Prospectus and that the information therein regarding the
Seller or the Servicer, as applicable, is fair and accurate in

                                      -16-

<PAGE>

all material respects, and (iii) since the date set forth in such certificate,
except as may be disclosed in the Prospectus, no material adverse change or any
development involving a prospective material adverse change, in or affecting
particularly the business or properties of the Seller or the Servicer, as
applicable, has occurred.

         (k) You shall have received certificates addressed to you dated the
Closing Date of any two of the Chairman of the Board, the President, any
Executive Vice President, Senior Vice President or Vice President, the
Treasurer, any Assistant Treasurer, the principal financial officer or the
principal accounting officer of UNIPAC and In Tuition in which such officers
shall state that, to the best of their knowledge after reasonable investigation,
(i) the representations and warranties of UNIPAC and In Tuition contained in the
Subservicing Agreements are true and correct in all material respects, that each
of UNIPAC and In Tuition has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied under such agreements at or
prior to the Closing Date, (ii) that they have reviewed the Prospectus and that
the information therein regarding UNIPAC and InTuition is fair and accurate in
all material respects, and (iii) since the date set forth in such certificate,
except as may be disclosed in the Prospectus, no material adverse change or any
development involving a prospective material adverse change in, or affecting
particularly the business or properties of UNIPAC and InTuition has occurred.

         (l) You shall have received evidence satisfactory to you that, on or
before the Closing Date, UCC-1 financing statements have been or are being filed
in the office of the Secretary of State of the States of Nevada and Nebraska
reflecting the grant of the security interest by the Company in the Financed
Eligible Loans and the proceeds thereof to the Trustee.

         (m) You shall have received a certificate addressed to you dated the
Closing Date from a responsible officer acceptable to you of the Trustee in form
and substance satisfactory to you and your counsel and to which shall be
attached each Guarantee Agreement.

         (n) The Underwriters shall have received on the Closing Date from KPMG
Peat Marwick a letter dated the Closing Date, and in form and substance
satisfactory to the Representative, to the effect that they have carried out
certain specified procedures, not constituting an audit, with respect to certain
information regarding the Financed Eligible Loans and setting forth the results
of such specified procedures.

         (o) All the representations and warranties of the Company contained in
this Agreement and the Basic Documents shall be true and correct in all material
respects on and as of the date hereof and on and as of the Closing Date as if
made on and as of the Closing Date and the Underwriters shall have received a
certificate, dated the Closing Date and signed by an executive officer of the
Company to the effect set forth in this Section 6(p) and in Section 6(q) hereof.

                                      -17-

<PAGE>

         (p) The Company shall not have failed at or prior to the Closing Date
to have performed or complied with any of its agreements herein contained and
required to be performed or complied with by it hereunder at or prior to the
Closing Date.

         (q) The Underwriters shall have received by instrument dated the
Closing Date (at the option of the Representative), in lieu of or in addition to
the legal opinions referred to in this Section 6, the right to rely on opinions
provided by such counsel and all other counsel under the terms of the Basic
Documents.

         (r) Each of the Class A Notes shall be rated at least "AAA" and "AAA",
respectively, by Fitch IBCA, Inc. ("Fitch") and Standard & Poor's Ratings
Service, a division of The McGraw-Hill Companies ("S&P"), and that neither Fitch
nor S&P have placed the Class A Notes under surveillance or review with possible
negative implications.

         (s) The issuance of the Notes shall not have resulted in a reduction or
withdrawal by Fitch or S&P of the current rating of any outstanding securities
issued or originated by the Company or any of its affiliates.

         (t) You shall have received evidence satisfactory to you of the
completion of all actions necessary to effect the transfer of the Financed
Eligible Loans as described in the Prospectus and the recordation thereof on the
Seller's, UNIPAC's and InTuition's computer systems.

         (u) You shall have received certificates addressed to you dated the
Closing Date from officers of the Company addressing such additional matters as
you may reasonably request in form and substance satisfactory to you and your
counsel.

         (v) You shall have received a signed Indemnity Agreement from NelNet in
form and substance satisfactory to you and your counsel.

         (w) You shall have received such other opinions, certificates and
documents as are required under the Indenture as a condition to the issuance of
the Notes.

         The Company will provide or cause to be provided to you such conformed
copies of such of the foregoing opinions, notes, letters and documents as you
reasonably request.

         7. Expenses. The Company agrees to pay or to otherwise cause the
payment of the following costs and expenses and all other costs and expenses
incident to the performance by it of its obligations hereunder: (i) the
preparation, printing or reproduction of the Registration Statement, the
Prospectus and each amendment or supplement to any of them, this Agreement, and
each other Basic Document; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and packaging)
of such copies of the Registration Statement, the Prospectus and all amendments
or supplements to any of them as

                                      -18-

<PAGE>

may be reasonably requested for use in connection with the offering and sale of
the Notes; (iii) the preparation, printing, authentication, issuance and
delivery of definitive certificates for the Notes; (iv) the printing (or
reproduction) and delivery of this Agreement, the preliminary and supplemental
Blue Sky Memoranda and all other agreements or documents printed (or reproduced)
and delivered in connection with the offering of the Notes; (v) qualification of
the Indenture under the Trust Indenture Act; (vi) the qualification of the Notes
for offer and sale under the securities or Blue Sky laws of the several states
as provided in Section 3(h) hereof (including the reasonable fees, expenses and
disbursements of counsel relating to the preparation, printing or reproduction,
and delivery of the preliminary and supplemental Blue Sky Memoranda and such
qualification); (vii) the fees and disbursements of (A) the Company's counsel,
(B) the Underwriters' counsel, (C) the Trustee and its counsel, (D) the
Depository Trust Company in connection with the book-entry registration of the
Notes and (G) KPMG Peat Marwick, accountants for the Company and issuer of the
Comfort Letter; and (viii) the fees charged by S&P and Fitch for rating the
Notes.

         8.Effective Date of Agreement. This Agreement shall be deemed effective
as of the date first above written upon the execution and delivery hereof by all
the parties hereto. Until such time as this Agreement shall have become
effective, it may be terminated by the Company, by notifying the Representative,
or by the Representative, by notifying the Company.

         Any notice under this Section 8 may be given by telecopy or telephone
but shall be subsequently confirmed by letter.

         9.Termination of Agreement. This Agreement shall be subject to
termination in the absolute discretion of the Representative, without liability
on the part of the Underwriters to the Company, by notice to the Company, if
prior to the Closing Date (i) trading in securities generally on the New York
Stock Exchange, American Stock Exchange or the Nasdaq National Market shall have
been suspended or materially limited, (ii) a general moratorium on commercial
banking activities in New York shall have been declared by either Federal or
state authorities, or (iii) there shall have occurred any outbreak or escalation
of hostilities or other international or domestic calamity, crisis or change in
political, financial or economic conditions, the effect of which on the
financial markets of the United States is such as to make it, in the judgment of
the Representative, impracticable or inadvisable to commence or continue the
offering of the Notes on the terms set forth in the Prospectus, as applicable,
or to enforce contracts for the resale of the Notes by the Underwriters. Notice
of such termination may be given to the Company by telecopy or telephone and
shall be subsequently confirmed by letter.

         10. Information Furnished by the Underwriters. The statements set forth
under the heading "Plan of Distribution" in the Prospectus Supplement constitute
the only information furnished by or on behalf of the Underwriters as such
information is referred to in Sections 3(b) and 5 hereof.

         Section 11. Default by One of the Underwriters. If any of the
Underwriters shall fail on the Closing Date to purchase the Notes which it is
obligated to purchase hereunder (the

                                      -19-

<PAGE>

"Defaulted Notes"), the remaining Underwriters (the "Non-Defaulting
Underwriters") shall have the right, but not the obligation, within one (1)
Business Day thereafter, to make arrangements to purchase all, but not less than
all, of the Defaulted Notes upon the terms herein set forth; if, however, the
Non-Defaulting Underwriters shall have not completed such arrangements within
such one (1) Business Day period, then this Agreement shall terminate without
liability on the part of the Non-Defaulting Underwriters.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement, either the Non-Defaulting Underwriters or the Company shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements.

         Section 12. Computational Materials, (a) It is understood that the
Underwriters may prepare and provide to prospective investors certain
Computational Materials (as defined below) in connection with the Company's
offering of the Notes, subject to the following conditions:

         (i) The Underwriters shall comply with all applicable laws and
regulations in connection with the use of Computational Materials including the
No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody
Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder
Structured Asset Corporation, as made applicable to other issuers and
underwriters by the Commission in response to the request of the Public
Securities Association dated May 24,1994, and the No-Action Letter of February
17,1995 issued by the Commission to the Public Securities Association
(collectively, the "Kidder/PSA Letters").

         (ii) As used herein, "Computational Materials" and the term "ABS Term
Sheets" shall have the meanings given such terms in the Kidder/PSA Letters, but
shall include only those Computational Materials that have been prepared or
delivered to prospective investors by or at the direction of an Underwriter.

         (iii) Each Underwriter shall provide the Company with representative
forms of all Computational Materials prior to their first use, to the extent
such forms have not previously been approved by the Company for use by such
Underwriter. Each Underwriter shall provide to the Company, for filing on Form
8-K as provided in Section 11(b), copies of all Computational Materials that are
to be filed with the Commission pursuant to the Kidder/PSA Letters. Each
Underwriter may provide copies of the foregoing in a consolidated or aggregated
form. All Computational Materials described in this subsection (a)(iii) must be
provided to the Company not later than 10:00 A.M., Colorado time, one business
day before filing thereof is required pursuant to the terms of this Agreement.

                                      -20-

<PAGE>

         (iv) If an Underwriter does not provide the Computational Materials to
the Company pursuant to subsection (a)(iii) above, such Underwriter shall be
deemed to have represented, as of the applicable Closing Date, that it did not
provide any prospective investors with any information in written or electronic
form in connection with the offering of the Notes that is required to be filed
with the Commission in accordance with the Kidder/PSA Letters.

         (v) In the event of any delay in the delivery by an Underwriter to the
Company of all Computational Materials required to be delivered in accordance
with subsection (a)(iii) above, the Company shall have the right to delay the
release of the Prospectus to investors or to such Underwriter, to delay the
Closing Date and to take other appropriate actions in each case as necessary in
order to allow the Company to comply with its agreement set forth in Section 11
(b) to file the Computational Materials by the time specified therein.

         (b) The Company shall file the Computational Materials (if any)
provided to it by the Underwriter under Section 11 (a)(iii) with the Commission
pursuant to a Current Report on Form 8-K no later than 5:30 P.M., New York time,
on the date required pursuant to the Kidder/PSA Letters.

         13. Survival of Representations and Warranties. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement or contained in notes of officers of the Company submitted
pursuant hereto shall remain operative and in full force and effect, regardless
of any investigation or statement as to the results thereof, made by or on
behalf of the Underwriters, the Company or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Notes.

         14. Miscellaneous. Except as otherwise provided in Sections 5, 8 and 9
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company, at 6991 East Camelback
Road, Suite B290, Scottsdale, Arizona 85251, Attention: Stephen F. Butterfield,
and (ii) if to the Underwriters, to Paine Webber Incorporated, 1285 Avenue of
the Americas, New York, New York 10019, Attention: John A. Hupalo.

         This Agreement has been and is made solely for the benefit of the
Underwriters, the Company, their respective directors, officers, trustees and
controlling persons referred to in Section 5 hereof and their respective
successors and assigns, to the extent provided herein, and no other person shall
acquire or have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from an Underwriter of any of the Notes in his status
as such purchaser.

         15. Applicable Law; Counterparts. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and

                                      -21-

<PAGE>

to be performed within the State of New York without giving effect to the choice
of laws or conflict of laws principles thereof.

         This Agreement may be signed in various counterparts which together
constitute one and the same instrument, If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof or
thereof shall have been executed and delivered on behalf of each party hereto.

                                      -22-

<PAGE>

         Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Underwriters.

                                               Very truly yours,

                                               UNION FINANCIAL SERVICES-1, INC.

                                               By: /s/ Ronald W. Page
                                                  ------------------------------
                                                   Ronald W. Page
                                                   Vice President

Confirmed as of the date first
above mentioned.

PAINEWEBBER INCORPORATED, as acting on
behalf of itself and as Representative of the Underwriters

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

                                      -23-

<PAGE>

                                                                      SCHEDULE A

                            Principal Amount of Notes

<TABLE>
<CAPTION>
     Underwriter               Class A-13      Class A-14       Class A-15       Class A-16
     -----------               ----------      ----------       ----------       ----------
<S>                           <C>             <C>              <C>              <C>
Paine Webber Incorporated     $ 66,500,000    $ 66,500,000     $ 66,500,000     $ 65,265,000

Salomon Smith Barney Inc.        2,100,000       2,100,000        2,100,000        2,061,000

Merrill Lynch & Co.                700,000         700,000          700,000          687,000

J.P. Morgan & Co.                  700,000         700,000          700,000          687,000

                              ------------    ------------     ------------     ------------
         Total                $ 70,000,000    $ 70,000,000     $ 70,000,000     $ 68,700,000
                              ============    ============     ============     ============
</TABLE>

                               Terms of the Notes

<TABLE>
<CAPTION>
Class    Interest Rate         Final Maturity Date      Price to Public   Underwriting Discount   Proceeds to Issuer
-----    -------------         -------------------      ---------------   ---------------------   ------------------
<S>      <C>                   <C>                      <C>               <C>                     <C>
A-13     Auction Rate            December 1, 2032             100%               0.38%               $ 69,734,000
A-14     Auction Rate            December 1, 2032             100%               0.38%               $ 69,734,000
A-15     Auction Rate            December 1, 2032             100%               0.38%               $ 69,734,000
A-16     Auction Rate            December 1, 2032             100%               0.38%               $ 68,438,940
</TABLE>