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                                                                   Exhibit 10.41

                        NELNET STUDENT LOAN CORPORATION-2
                                 $1,000,000,000
              TAXABLE STUDENT LOAN ASSET-BACKED AUCTION RATE NOTES
                                  (SERIES 2000)


                             UNDERWRITING AGREEMENT


                                                                    May 24, 2000


PaineWebber Incorporated
  as representative of the Underwriters
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:

               NELNET  Student Loan  Corporation-2,  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,  $1,000,000,000  aggregate
principal  amount of its Taxable Student Loan  Asset-Backed  Auction Rate Notes,
Series  2000 (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 an Indenture of Trust dated as of
June 1, 2000 (the  "Master  Indenture")  between  the  Company  and Zions  First
National  Bank,  a national  banking  association,  as  indenture  trustee  (the
"Trustee"),  as supplemented by the Series 2000 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 will be serviced by NELnet, Inc., a Nevada Corporation ("NELnet")
pursuant  to a  Servicing  Agreement  dated as of June 1, 2000  (the  "Servicing
Agreement"),  between  NELnet  and the  Company.  NELnet has  entered  into loan
subservicing  agreements  with  (i)  InTuition,   Inc.,  a  Florida  corporation
("InTuition"), dated as of June 1, 2000 (the "InTuition Subservicing Agreement")
pursuant to which  InTuition will act as subservicer  with respect to certain of
the Financed Eligible Loans and (ii) UNIPAC Service Corporation ("UNIPAC") dated
as of June 1, 2000  (the  "UNIPAC  Subservicing  Agreement")  pursuant  to which
UNIPAC will act as subservicer with respect to certain of the Financed  Eligible
Loans.  The  InTuition   Subservicing  Agreement  and  the  UNIPAC  Subservicing
Agreement are referred to collectively as the "Subservicing Agreements."

               This Agreement, the Loan Purchase Agreement,  dated as of June 1,
2000 between NHELP-I,  Inc.  ("NHELP-I") and the Company (along with the related
Loan Transfer Addendum,  the " NHELP-I Purchase  Agreement"),  the Loan Purchase
Agreement,  dated as of June 1, 2000 between NHELP-III,  Inc.  ("NHELP-III") and
the Company  (along with the related  Loan  Transfer  Addendum,  the  "NHELP-III
Purchase Agreement" and,  collectively with the NHELP-I Purchase Agreement,  the
"Purchase Agreements"), the Servicing Agreement, the Subservicing Agreements and
the  Indenture  shall  collectively  hereinafter  be  referred  to as the "Basic
Documents."

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               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 LLP,
Denver,  Colorado,  at 11:00 a.m.,  Denver time,  on June 1, 2000 (the  "Closing
Date").  The  place  of such  closing  and the  Closing  Date may be  varied  by
agreement between the Representative and the Company.

               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 parties 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) registration statement on Form S-3 (No. 333-93865), 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


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          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 and on
          the Closing Date, 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  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.

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               (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.

               (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  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   filing   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


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          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 and the other
          Basic Documents to which it is a party; the execution and delivery of,
          and the  performance  by the Company of its  obligations  under,  this
          Agreement  and the other Basic  Documents  to which it is a party have
          been duly and validly authorized by the Company and this Agreement and
          the other Basic Documents have been duly executed and delivered by the
          Company and constitute the valid and legally binding agreements of the
          Company,  enforceable  against  the Company in  accordance  with their
          respective terms,  except as the enforcement hereof and 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 subject to the
          applicability of general principles of equity, and except as rights to
          indemnity and contribution  hereunder and thereunder 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 Purchase Agreements 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.

               (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,


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          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 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
          their 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


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          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 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.

               (l) 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


                                       8
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          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,  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.

     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
but excluding  documents  incorporated by reference  therein) 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.

                                       9
<PAGE>

               (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 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.

                                       10
<PAGE>

               (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 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


                                       11
<PAGE>

          (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 11(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 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 Sellers,  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


                                       12
<PAGE>

          organization  has under  surveillance or review its rating of any debt
          securities of the Company, a 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  Purchase
          Agreements,  Servicing Agreement, Indenture, Auction Agency Agreement,
          Broker-Dealer Agreements 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 LLP,  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 Sellers to the Company and from the Company to
          the Trustee.

               (d) You shall have  received an opinion  addressed to you of
          Kutak Rock LLP, 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 "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 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 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.

                                       13
<PAGE>

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

                    (i) Each of NELnet and each of the Sellers 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
          Agreements, the Purchase Agreements and the Subservicing Agreements to
          which it is a party.

                    (ii) The  Purchase  Agreements  have been  duly  authorized,
          executed and  delivered  by the  respective  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 respective Seller and NELnet, as
          the case may be,  enforceable  against each such 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.

                    (iii)  Neither the  execution  and delivery by NELnet of the
          Servicing Agreement or the Subservicing  Agreements,  or the execution
          by  each  Seller  of  the  respective  Purchase  Agreement,   nor  the
          consummation by NELnet or each Seller of the transactions contemplated
          therein  nor the  fulfillment  of the terms  thereof by NELnet or each
          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 each Seller or of any  indenture  or other
          agreement or instrument to which NELnet or any Seller is a party or by
          which  NELnet or any Seller is bound,  or result in a violation  of or
          contravene the terms of any statute, order or regulation applicable to
          NELnet or any Seller of any  court,  regulatory  body,  administrative
          agency or  governmental  body having  jurisdiction  over NELnet or any
          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 any Seller
          before or by any  governmental  authority  that might  materially  and
          adversely  affect  the  performance  by  NELnet  or any  Seller of its
          obligations under, or the validity or enforceability of, the Servicing
          Agreement,  the Subservicing  Agreements or the Purchase Agreements 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  Sellers
          contained in the Purchase Agreements are other than as stated therein.

                                       14
<PAGE>

                    (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 each Seller of
          the  respective  Purchase  Agreement or (c) for the  perfection of the
          Company's  and  the  Trustee's  interest  in the  Student  Loans  sold
          pursuant to the Purchase Agreements or the exercise by the Company (or
          its  permitted  assigns)  and the Trustee of their rights and remedies
          under the Purchase Agreements,  including  specifically the filings of
          any  Uniform  Commercial  Code  financing  statements,  EXCEPT for the
          execution and delivery of the Guarantee Agreements.

                    (vii) The Purchase Agreements 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 Purchase Agreements enforceable
          against creditors of, and purchasers from, the respective Seller.

                    (viii)  As of the  date  specified  in a  schedule  to  such
          opinion, there were no (a) UCC financing statements naming a Seller as
          debtor or seller and covering  any Student  Loans to be sold under the
          related  Purchase  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  related  Purchase  Agreement  or
          interest  therein,  listed in the available  records in the respective
          offices set forth in such schedule  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  Purchase  Agreements  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.ss.1085(d)(1) 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  Purchase  Agreements,
          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
          Custodian Agreements,  the Auction Agency Agreement and each Guarantee
          Agreement.

                                       15
<PAGE>

                    (iii) The execution  and delivery of each of the  Indenture,
          the  Custodian  Agreements,  the  Auction  Agency  Agreement  and each
          Guarantee  Agreement,  and  the  performance  by  the  Trustee  of its
          obligations under the Indenture, the Custodian Agreements, the Auction
          Agency  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 Custodian  Agreements,  the Auction
          Agency  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 Custodian Agreement,  the Auction Agency Agreement and
          each  Guarantee  Agreement  do not  require any  consent,  approval or
          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 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  Custodian  Agreements,  the
          Auction Agency Agreement or any Guarantee Agreement.

                    (ix) The execution,  delivery and performance by the Trustee
          of  the  Indenture,  the  Custodian  Agreements,  the  Auction  Agency
          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.

                                       16
<PAGE>

               (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 each 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 such Seller or the Servicer,  as the
          case may be,  contained  in the  respective  Purchase  Agreement,  the
          Servicing  Agreement and the Subservicing  Agreements,  as applicable,
          are true and  correct  in all  material  respects,  that  each of such
          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
          such Seller or the Servicer,  as  applicable,  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  such  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
          InTuition  in which such  officers  shall state  that,  to the best of
          their   knowledge   after    reasonable    investigation,    (i)   the
          representations  and  warranties of UNIPAC and InTuition  contained in
          the  Subservicing  Agreements  are true and  correct  in all  material
          respects,  that each of UNIPAC and  InTuition  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.

                                       17
<PAGE>

               (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(o) and in Section 6(p) hereof.

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

               (s) The Class B Notes shall be rated at least "A",  "A" and "A2",
          respectively,  by Fitch, S&P and Moody's,  and that neither Fitch, S&P
          nor Moody's have placed the Class B Notes under surveillance or review
          with possible negative implications.

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

               (u) 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 Sellers', UNIPAC's and InTuition's computer
          systems.

               (v) 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.

               (w) You shall have  received a signed  Indemnity  Agreement  from
          UNIPAC Service  Corporation in form and substance  satisfactory to you
          and your counsel.

               (x) 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.

                                       18
<PAGE>

               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 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, Fitch and Moody's 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.

                                       19
<PAGE>

     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.

     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   "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.

     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 providedin  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


                                       20
<PAGE>

          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.

               (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 121 South 13th Street,
Suite 401, Lincoln, Nebraska 68508, Attention:  Terry Heimes, and (ii) if to the
Underwriters,  to  PaineWebber  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 to be performed  within the State of New York without giving
effect to the choice of laws or conflict of laws principles thereof.

                                       21
<PAGE>

               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.

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

                                            Very truly yours,

                                            NELNET Student Loan Corporation - 2


                                            By /s/ Ronald W. Page
                                            ---------------------

Confirmed as of the date first above mentioned.

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


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


                                       22
<PAGE>

                                   SCHEDULE A


<TABLE>
<CAPTION>



                                                            UNDERWRITERS
----------------------------------------------------------------------------------------------------------------------------------
                                                                   Merrill Lynch,
                                                                   Pierce, Fenner
                PaineWebber     Salomon Smith   Banc of America       & Smith        J.P. Morgan    Mellon Financial
 Notes         Incorporated      Barney Inc.     Securities Llc     Incorporated    Securities Inc    Markets Llc        TOTAL
---------      ------------     -------------   ---------------    --------------   --------------  ----------------  ------------
<S>             <C>                <C>            <C>            <C>            <C>               <C>              <C>
Class A-1       $48,000,000      $         0      $          0      $          0      $1,000,000      $1,000,000      $ 50,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-2       $50,000,000      $         0      $          0      $          0      $        0      $        0      $ 50,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-3       $50,000,000      $         0      $          0      $          0      $        0      $        0      $ 50,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-4       $50,000,000      $         0      $          0      $          0      $        0      $        0      $ 50,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-5       $50,000,000      $         0      $          0      $          0      $        0      $        0      $ 50,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-6       $50,000,000      $         0      $          0      $          0      $        0      $        0      $ 50,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-7       $50,000,000      $         0      $          0      $          0      $        0      $        0      $ 50,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-8       $         0      $75,000,000      $          0      $          0      $        0      $        0      $ 75,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-9       $         0      $75,000,000      $          0      $          0      $        0      $        0      $ 75,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-10      $         0      $75,000,000      $          0      $          0      $        0      $        0      $ 75,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-11      $         0      $75,000,000      $          0      $          0      $        0      $        0      $ 75,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-12      $         0      $         0      $100,000,000      $          0      $        0      $        0      $100,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-13      $         0      $         0      $100,000,000      $          0      $        0      $        0      $100,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class A-14      $         0      $         0      $          0      $100,000,000      $        0      $        0      $100,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------
Class B-1       $50,000,000      $         0      $          0      $          0      $        0      $        0      $ 50,000,000
                -----------      -----------      ------------      ------------      ----------      ----------      ------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                               TERMS OF THE NOTES

                       FINAL MATURITY                                             PROCEEDS TO
CLASS   INTEREST RATE       DATE       PRICE TO PUBLIC  UNDERWRITING DISCOUNT       ISSUER
-----   -------------  --------------  ---------------  ---------------------     -----------

<S>     <C>             <C>                   <C>                <C>               <C>
A-1     Auction Rate    12/1/32               100%               0.28%             $49,860,000
A-2     Auction Rate    12/1/32               100%               0.28%             $49,860,000
A-3     Auction Rate    12/1/32               100%               0.28%             $49,860,000
A-4     Auction Rate    12/1/32               100%               0.28%             $49,860,000
A-5     Auction Rate    12/1/32               100%               0.28%             $49,860,000
A-6     Auction Rate    12/1/32               100%               0.28%             $49,860,000
A-7     Auction Rate    12/1/32               100%               0.28%             $49,860,000
A-8     Auction Rate    12/1/32               100%               0.28%             $74,790,000
A-9     Auction Rate    12/1/32               100%               0.28%             $74,790,000
A-10    Auction Rate    12/1/32               100%               0.28%             $74,790,000
A-11    Auction Rate    12/1/32               100%               0.28%             $74,790,000
A-12    Auction Rate    12/1/32               100%               0.28%             $99,720,000
A-13    Auction Rate    12/1/32               100%               0.28%             $99,720,000
A-14    Auction Rate    12/1/32               100%               0.28%             $99,720,000
B-1     Auction Rate    12/1/32               100%               0.28%             $49,860,000
                                                        ---------------------- ----------------
        Total                                                 $2,800,000          $997,200,000
</TABLE>