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                                                                   Exhibit 10.62
(MULTICURRENCY -- CROSS BORDER)

                                [ISDA (R) LOGO]

                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                               MASTER AGREEMENT

                            dated as of May 20, 2002

JPMORGAN CHASE BANK                 and            NELNET, INC.  and
                                                   NELNET LOAN SERVICES, INC.

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

Accordingly, the parties agree as follows: --

1.       INTERPRETATION

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

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

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

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

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

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

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

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



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

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

         (i)      in the same currency; and

         (ii)     in respect of the same Transaction,

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

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

(d)      DEDUCTION OR WITHHOLDING FOR TAX.

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

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

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

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

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

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

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

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         (II)     LIABILITY. IF:--

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

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

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

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

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

3.       REPRESENTATIONS

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

(a)      BASIC REPRESENTATIONS.

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

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

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

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

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

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

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

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

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

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

4.       AGREEMENTS

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

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

         (i)      any forms documents or certificates relating to taxation
         specifies in the Schedule or any Confirmation:

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

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

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

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

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

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

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

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

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

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

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

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

         (iii)    CREDIT SUPPORT DEFAULT.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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6.       EARLY TERMINATION

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

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

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

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

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

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

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

         (iv)     RIGHT TO TERMINATE. IF:--

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

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

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

                                                                    ISDA(R) 1992

                                       8

<PAGE>

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

(c)      EFFECT OF DESIGNATION.

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

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

(d)      CALCULATIONS.

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

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

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

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

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

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

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

                                                                    ISDA(R) 1992

                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                                                    ISDA(R) 1992

                                       10
<PAGE>

7.       TRANSFER

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

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

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

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

8.       CONTRACTUAL CURRENCY

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

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

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

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

                                                                    ISDA(R) 1992

                                       11
<PAGE>

9.       MISCELLANEOUS

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

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

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

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

(e)      COUNTERPARTS AND CONFIRMATIONS.

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

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

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

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

10.      OFFICES; MULTIBRANCH PARTIES

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

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

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

11.      EXPENSES

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

                                                                    ISDA(R) 1992

                                       12
<PAGE>

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

12.      NOTICES

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

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

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

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

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

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

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

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

13.      GOVERNING LAW AND JURISDICTION

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

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

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

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

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

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

                                                                     ISDA(R)1992

                                       13
<PAGE>

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

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

14.      DEFINITIONS

As used in this Agreement:-

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

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

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

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

"APPLICABLE RATE" means:-

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

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

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

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

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

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

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

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

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

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

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

                                                                    ISDA(R) 1992

                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

                                                                    ISDA(R) 1992

                                       15
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                    ISDA(R) 1992

                                       16
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                                                    ISDA(R) 1992

                                       17
<PAGE>

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

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

     JPMORGAN CHASE BANK                         NELNET, INC.
     -----------------------------               ------------------------------
          (Name of Party)                             (Name of Party)

     By: /s/ JAMES DWYER                         By:/s/ Jeffrey R. Noordhoek
         -------------------------                  -------------------------
         Name:  JAMES DWYER                         Name:  Jeffrey R. Noordhoek
         Title: VICE PRESIDENT                      Title: VP
         Date:                                      Date:

                                                NELNET LOAN SERVICES, INC.

                                                By: /s/ Edward P. Martinez
                                                    -------------------------
                                                    Name:  Edward P. Martinez
                                                    Title: Senior Vice President
                                                    Date:

                                                                   ISDA(R) 1992

                                       18
<PAGE>

(MULTICURRENCY--CROSS BORDER)

                                 [ISDA(R) LOGO]
                  International Swap Dealers Association, Inc.

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                            DATED AS OF MAY 20, 2002

                                     BETWEEN

JPMORGAN CHASE BANK                    AND                 NELNET, INC.
    ("PARTY A")                                               AND
                                                 NELNET LOAN SERVICES, INC.
                                                   (COLLECTIVELY, "PARTY B")

                                     PART 1
                TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS

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

         SECTION  5(a)(v), none;

         SECTION 5(a)(vi), none;

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

         SECTION 5(b)(iv), none;

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

         SECTION 5(a)(v), any Affiliate of Party B;

         SECTION 5(a)(vi), any Affiliate of Party B;

         SECTION 5(a)(vii), any Affiliate of Party B; and

<PAGE>

SECTION 5(b)(iv), any Affiliate of Party B.

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

(3)      The "CROSS-DEFAULT" provisions of Section 5(a)(vi) will apply to Party
A, Party B any applicable Specified Entity of Party B, and for such purpose:

         (a)      "SPECIFIED INDEBTEDNESS" will have the meaning specified in
                  Section 14, except that such term shall not include
                  obligations in respect of deposits received in the ordinary
                  course of a party's banking business.

         (b)      "THRESHOLD AMOUNT" means, with respect to Party A, an amount
                  equal to three percent of the shareholders' equity of Party A;
                  and with respect to Party B, to the lesser of (i) three
                  percent of the shareholder's equity of Party B (determined on
                  a consolidated basis) and (ii) $2,000,000. For purposes of
                  this definition, any Specified Indebtedness denominated in a
                  currency other than the currency in which the Threshold is
                  expressed shall be converted into the currency in which the
                  Threshold is expressed at the exchange rate therefor
                  reasonably chosen by the other party.

         (c)      Section 5(a)(vi) of this Agreement will be deemed to be
                  amended to include the following Clause "(3)":

                  "or (3) a default, event of default, or other similar
                  condition or event (however described) occurs and is
                  continuing which entitles any person or entity to terminate
                  its commitment under any agreement to lend or advance or make
                  available funds to a party (or any applicable Specified
                  Entity) in respect of an aggregate amount in excess of the
                  Threshold Amount."

(4)      The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
         apply to Party A or Party B.

(5)      The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
         apply to Party A or Party B.

(6)      PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e):

         (i)      Market Quotation will apply.

         (ii)     The Second Method will apply.

(7)      "TERMINATION CURRENCY" means United States Dollars.

                                        2
<PAGE>

                                     PART 2
                              TAX REPRESENTATIONS

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

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

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

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

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

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

         Nelnet, Inc. is a corporation organized under the laws of the State of
         Nevada, is a United States person within the meaning of Section
         7701(a)(30) of the Internal Revenue Code of 1986, as amended, and its
         federal taxpayer identification number is________________; and Nelnet
         Loan Services, Inc. is a corporation organized under the laws of the
         State of Nebraska, is a United States person within the meaning of
         Section 7701(a)(30) of the Internal

                                        3
<PAGE>

         Revenue Code of 1986, as amended, and its federal taxpayer
         identification number is_________________.

                                        4
<PAGE>

                                     PART 3
                         AGREEMENT TO DELIVER DOCUMENTS

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

         (a)      Tax forms, documents or certificates to be delivered are:
<TABLE>
<CAPTION>
PARTY
REQUIRED TO
DELIVER
DOCUMENT        FORM/DOCUMENT/CERTIFICATE       DATE BY WHICH TO BE DELIVERED
--------        -------------------------       -----------------------------
<S>            <C>                              <C>
Party B        Internal Revenue Service         Upon execution and delivery of
               Form W-9                         this Agreement

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

         (b)      Other documents to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED                                                                 COVERED BY
  TO DELIVER             FORM/DOCUMENT/              DATE BY WHICH            SECTION 3(d)
   DOCUMENT               CERTIFICATE                TO BE DELIVERED         REPRESENTATION
   --------               -----------                ---------------         --------------
<S>                <C>                               <C>                     <C>
 Party B           Audited annual consolidated       No later than 30              Yes
                   financial statements of Party B   days after
                   certified by independent          completion of
                   certified public accountants and  such financial
                   prepared in accordance with       statements.
                   accounting principles that are
                   generally accepted in the
                   country or countries in which
                   Party B is organized
</TABLE>

                                        5
<PAGE>

<TABLE>
<S>                <C>                               <C>                          <C>
Party B            Unaudited consolidated            No later than 30             Yes
                   financial statements of Party B   days after
                   for a fiscal quarter prepared in  completion of
                   accordance with accounting        such financial
                   principles that are generally     statements.
                   accepted in the country or
                   countries in which Party B is
                   organized

Party B            Opinion of counsel satisfactory   Upon execution               No
                   to Party A substantially in the   and delivery of
                   form of Exhibit I hereto          this Agreement

Party B            Certified copies of all corporate Upon execution               Yes
                   authorizations and any other      and delivery of
                   documents with respect to the     this Agreement
                   execution, delivery and
                   performance of this Agreement

Party A and        Certificate of authority and      Upon execution               Yes
Party B            specimen signatures of            and delivery of
                   individuals executing this        this Agreement
                   Agreement, Confirmations and      and thereafter
                   each Credit Support Document      upon request of
                   (as applicable)                   the other party
</TABLE>

                                     PART 4
                                 MISCELLANEOUS

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

         Address for notice or communications to Party A:

         See notice information in Confirmation.

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

                                       6
<PAGE>

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

         Address for notice or communications to Party B:

         Nelnet, Inc.
         121 South 13th Street, Suite 301
         Lincoln, NE 88508
         Attention: Terry J. Heimes
         Phone: 402-458-2300
         Facsimile No.: 402-458-2399

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

         Party A appoints as its Process Agent: Not applicable.
         Party B appoints as its Process Agent: Not applicable.

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

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

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

         Party B is not a Multibranch Party.

(5)      CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
         specified in a Confirmation in relation to the relevant Transaction.

(6)      CREDIT SUPPORT DOCUMENTS.

         With respect to Party A: Not Applicable.

         With respect to Party B:

            The ISDA Credit Support Annex and supplementary "Paragraph 13 -
            Elections & Variables" in the form appended hereto shall
            constitute a "Credit Support Document" in relation to each party,
            respectively, with respect to all of the obligations of the
            parties and for all purposes of this Agreement.

                                       7
<PAGE>

(7)      CREDIT SUPPORT PROVIDER.

         Credit Support Provider means in relation to Party A: none.

         Credit Support Provider means in relation to Party B: none.

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

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

(10)     "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement, except that the Affiliates of any Party shall not include
         any bankruptcy remote special purpose vehicles sponsored or established
         by such Party so long as such entity maintains its status as bankruptcy
         remote and limits its activities to those originally specified for it
         as a special purpose vehicle.

                                     PART 5
                                OTHER PROVISIONS

(1)      SET-OFF. Any amount (the "Early Termination Amount") payable to one
         party (the "Payee") by the other party (the "Payer") under Section
         6(e), in circumstances where there is a Defaulting Party or one
         Affected Party in the case where a Termination Event under Section
         5(b)(iv) has occurred, will, at the option of the party ("X") other
         than the Defaulting Party or the Affected Party (and without prior
         notice to the Defaulting Party or the Affected Party), be reduced by
         its set-off against any Other Payment Amount (as hereinafter defined).
         As used herein, "Other Payment Amount" shall mean any payment
         obligation of any description whatsoever (whether arising at such time
         or in the future or upon the occurrence of a contingency) by the Payee
         to the Payer (irrespective of the currency, place of payment or booking
         office of the obligation or whether the relevant party is legally or
         beneficially the holder of the obligation) arising under any other
         agreement between the Payee and the Payer or any instrument or
         undertaking issued or executed or guaranteed by the Payee to, or in
         favor of, the Payer or any bond, note, or other debt instrument issued
         or guaranteed by the Payee and owned or held beneficially by the Payer
         as a result of the purchase thereof by or on behalf of the Payer,
         whether directly from the issuer or in the secondary market (and the
         Other

                                        8
<PAGE>

         Payment Amount will be discharged promptly and in all respects to the
         extent it is so set-off). X will give notice to the other party of any
         set-off effected under this section.

                  For this purpose, either the Early Termination Amount or the
         Other Payment Amount (or the relevant portion of such amounts) may be
         converted by X into the currency in which the other is denominated at
         the rate of exchange at which such party would be able, acting in a
         reasonable manner and in good faith, to purchase the relevant amount of
         such currency.

                  If an obligation is unascertained, X may in good faith
         estimate that obligation and set-off in respect of the estimate,
         subject to the relevant party accounting to the other when the
         obligation is ascertained.

                  Nothing in this section shall be effective to create a charge
         or other security interest. This section shall be without prejudice and
         in addition to any right of set-off, combination of accounts, lien or
         other right to which any party is at any time otherwise entitled
         (whether by operation of law, contract or otherwise).

(2)      EXCHANGE OF CONFIRMATIONS. For each Transaction entered into hereunder,
         Party A shall promptly send to Party B a Confirmation, via telex or
         facsimile transmission. Party B agrees to respond to such Confirmation
         within 10 Local Business Days, either confirming agreement thereto or
         requesting a correction of any error(s) contained therein. Failure by
         Party B to respond within such period shall not affect the validity or
         enforceability of such Transaction and shall be deemed to be an
         affirmation of the terms contained in such Confirmation, absent
         manifest error. The parties agree that any such exchange of telexes or
         facsimile transmissions shall constitute a Confirmation for all
         purposes hereunder.

(3)      WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT
         PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
         IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
         OR ANY CREDIT SUPPORT DOCUMENT. EACH PARTY (i) CERTIFIES THAT NO
         REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR ANY CREDIT
         SUPPORT PROVIDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
         OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR
         PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES
         THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS
         AGREEMENT AND PROVIDE FOR ANY CREDIT SUPPORT DOCUMENT, AS APPLICABLE,
         BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
         SECTION.

(4)      TELEPHONIC RECORDING. Each party (i) consents to the recording of the
         telephone conversations of trading, marketing and operations personnel
         of the parties and their Affiliates in connection with this Agreement
         or any potential Transaction and (ii)

                                        9
<PAGE>

         agrees to obtain any necessary consent of, and give notice of such
         recording to, such personnel of it and its Affiliates.

(5)      FURTHER REPRESENTATIONS. Party B represents to Party A (which
         representations will be deemed to be repeated by Party B on each date
         on which a Transaction is entered into) that:

                  (a)      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. The
         financial information delivered by it pursuant to paragraph (b) of Part
         3 of this Schedule, including the related schedules and notes thereto,
         has been prepared in accordance with accounting principles that are
         generally accepted in the country in which Party B is organized,
         applied consistently throughout the periods involved (except as
         disclosed therein).

                  (b)      No MATERIAL CONTINGENT OBLIGATION(S). Neither Party B
         nor any of its subsidiaries has any material contingent obligation,
         contingent liability or liability for taxes, long-term lease or unusual
         forward or long-term commitment, which is not reflected in the
         financial statements delivered to Party A pursuant to this Schedule or
         in the notes thereto.

(6)      ELIGIBLE CONTRACT PARTICIPANT. Each party represents to the other party
         (which; representation will be deemed to be repeated by each party on
         each date on which a Transaction is entered into) that it is an
         "eligible contract participant", as defined in the Commodity Futures
         Modernization Act of 2000.

(7)      RELATIONSHIP BETWEEN PARTIES. The following representation shall be
         inserted as a new Section 3(g) of this Agreement:

                  "(g)     RELATIONSHIP BETWEEN PARTIES. Each party will be
         deemed to represent to the other party on the date on which it enters
         into a Transaction that (absent a written agreement between the parties
         that expressly imposes affirmative obligations to the contrary for that
         Transaction):

                  (i)      NON-RELIANCE. It is acting for its own account, and
         it has made its own independent decisions to enter into that
         Transaction and as to whether that Transaction is appropriate or proper
         for it based upon its own judgment and upon advice from such advisers
         as it has deemed necessary. It is not relying on any communication
         (written or oral) of the other party as investment advice or as a
         recommendation to enter into that Transaction; it being understood that
         information and explanations related to the terms and conditions of a
         Transaction shall not be considered investment advice or a
         recommendation to enter into that Transaction. No communication
         (written or oral) received from the other party shall be deemed to be
         an assurance or guarantee as to the expected results of that
         Transaction.

                                       10
<PAGE>

                  (ii)     ASSESSMENT AND UNDERSTANDING. It is capable of
         assessing the merits of and understanding (on its own behalf or through
         independent professional advice), and understands and accepts, the
         terms, conditions and risks of that Transaction. It is also capable of
         assuming, and assumes, the risks of that Transaction.

                  (iii)    STATUS OF PARTIES. The other party is not acting as a
         fiduciary for or an adviser to it in respect of that Transaction."

(8)      ISDA DEFINITIONS. Reference is hereby made to the 2000 ISDA Definitions
         (the "2000 Definitions") and the 1998 FX and Currency Option
         Definitions (the "FX Definitions") (collectively the "ISDA
         Definitions") each as published by the International Swaps and
         Derivatives Association, Inc., which are hereby incorporated by
         reference herein. Any terms used and not otherwise defined herein which
         are contained in the ISDA Definitions shall have the meaning set forth
         therein.

(9)      SCOPE OF AGREEMENT. Notwithstanding anything contained in this
         Agreement to the contrary, any transaction which may otherwise
         constitute a "Specified Transaction" for purposes of this Agreement
         which has been or will be entered into between the parties shall
         constitute a "Transaction" which is subject to, governed by, and
         construed in accordance with the terms of this Agreement, unless any
         Confirmation with respect to a Transaction entered into after the
         execution of this Agreement expressly provides otherwise.

(11)     INCONSISTENCY. In the event of any inconsistency between any of the
         following documents, the relevant document first listed below shall
         govern: (i) a Confirmation; (ii) the Schedule and an ISDA Credit
         Support Annex (as applicable); (iii) the ISDA Definitions; and (iv) the
         printed form of ISDA Master Agreement and ISDA Credit Support Annex (as
         applicable). In the event of any inconsistency between provisions
         contained in the 2000 Definitions and the FX Definitions, the FX
         Definitions shall prevail.

(12)     MUTUAL SUSPENSION CLAUSE. Section 2(a)(iii)(1) of the Agreement is
         hereby replaced in its entirety with the following:

         "(1) the condition precedent that no Event of Default, Potential Event
         of Default or Additional Termination Event with respect to the other
         party has occurred and is continuing,".

                                       11
<PAGE>

(13)     JOINT AND SEVERAL OBLIGATIONS. The obligations of Nelnet, Inc. and
         Nelnet Loan Services, Inc. as Party B under this Agreement are joint
         and several, including, without limitation, any obligations of Party B
         arising pursuant to any Confirmation relating to any Transaction
         hereunder. Without limiting the generality of the foregoing, it is
         expressly agreed that such entities will be joint and several obligors
         with respect to the obligations arising under any such Confirmation
         even if such Confirmation makes reference to and/or is executed by only
         one of such entities. A separate action may be brought and prosecuted
         against either Nelnet, Inc. or Nelnet Loan Services, Inc., whether or
         not action is brought against the other of such entities or such other
         entity is joined in any such action.

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

JPMORGAN CHASE BANK                     NELNET, INC.

By: /s/ JAMES DWYER                     By: /s/ Jeffrey R. Noordhoek
    -------------------------               -------------------------
    Name:  JAMES DWYER                      Name:  Jeffrey R. Noordhoek
    Title: VICE PRESIDENT                   Title: JVP

                                        NELNET LOAN SERVICES,
                                        INC.

                                        By: /s/ Edward P. Martinez
                                            -------------------------
                                            Name:  Edward P. Martinez
                                            Title: Senior Vice President

                                       12
<PAGE>

                                                                       EXHIBIT I

                      FORM OF OPINION OF COUNSEL TO PARTY B

                                                    Date:

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

Ladies and Gentlemen:

         We are counsel to ___________________________, a ____________________
corporation (the "Counterparty"), and we are delivering this opinion in
connection with the Master Agreement, dated as of_________________,____(as
supplemented by the Confirmations relating to the Transactions entered into
pursuant thereto, the "Agreement"), between the Counterparty and JPMorgan Chase
Bank (the "Bank"). Terms defined in the Agreement are used herein as therein
defined.

         In that connection, we have examined the originals, or copies certified
to our satisfaction, of the Agreement and such corporate records of the
Counterparty, certificates of public officials and of officers of the
Counterparty, and agreements, instruments, and documents, as we have deemed
necessary as a basis for the opinions hereinafter expressed. As to questions of
fact material to such opinions, we have, when relevant facts were not
independently established by us, relied upon certificates of the Counterparty,
or its officers or of public officials. We have assumed the due execution and
delivery of the Agreement by the Bank.

         Based upon the foregoing, we are of the following opinion:

         1.       The Counterparty is a corporation duly organized, validly
existing and in good standing under the laws of______________________.

         2.       The Counterparty has the power to execute and deliver the
Agreement and to perform its obligations under the Agreement and has taken all
necessary action to authorize such execution and delivery and performance of
such obligations.

         3.       The execution and delivery of the Agreement by the
Counterparty and the Counterparty's performance of its obligations under the
Agreement do not violate or conflict with any law, rule or regulation applicable
to it, any provision of its charter or by-laws (or comparable constitutional
documents), any order or judgment of any court or other agency

<PAGE>

of government applicable to it or any of its assets or any contractual
restriction binding on or affecting the Counterparty or any of its assets.

         4.       All authorizations of and exemptions, actions or approvals by,
and all notices to or filings with, any governmental or other authority that are
required to have been obtained or made by the Counterparty with respect to the
Agreement have been obtained or made and are in full force and effect and all
conditions of any such authorizations, exemptions, actions or approvals have
been complied with.

         5.       The Agreement constitutes the Counterparty's legal, valid and
binding obligation enforceable against the Counterparty in accordance with its
terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium
or similar laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law)).

         6.       To the best of our knowledge, after due inquiry, there is not
pending or threatened against the Counterparty or any of its Affiliates any
action, suit or proceeding at law or in equity or before any court, tribunal,
government body, agency or official or any arbitrator that is likely to affect
the legality, validity or enforceability against the Counterparty of the
Agreement or its ability to perform its obligations thereunder.

         7.       A court in Nebraska would give effect to the parties' choice
of law by applying the substantive laws of the State of New York in construing
and enforcing the Agreement.

         8.       A valid judgment upon the Agreement obtained from a court of
competent jurisdiction in the State of New York which judgment remains in full
force and effect after all appeals that may be taken in such State with respect
thereto have been taken may be entered and enforced through a court of competent
jurisdiction of Nebraska.

         We are qualified to practice law in the [State/Country] of ___________
and do not purport to be expert on, or to express any opinion herein concerning,
any law other than the laws of the [State/Country] of ______________[, the
Delaware General Corporation Law] and the federal laws of the United States of
America.

                                                 Very truly yours,

                                       2

<PAGE>

(BILATERAL FORM)                  (ISDA AGREEMENTS SUBJECT TO NEW YORK LAW ONLY)

                                 [ISDA(R) LOGO]
              INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.

                              CREDIT SUPPORT ANNEX

                             to the Schedule to the

                                MASTER AGREEMENT

                            dated as of May 20, 2002

                                     between

JPMORGAN CHASE BANK                       NELNET, INC. and
                                     and  NELNET LOAN SERVICES, INC.
           ("Party A")                           ("Party B")

This Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows:--

PARAGRAPH 1. INTERPRETATION

(a)      DEFINITIONS AND INCONSISTENCY. Capitalized terms not otherwise defined
herein or elsewhere in this Agreement have the meanings specified pursuant to
Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs
of this Annex. In the event of any inconsistency between this Annex and the
other provisions of this Schedule, this Annex will prevail, and in the event of
any inconsistency between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.

(b)      SECURED PARTY AND PLEDGOR. All references in this Annex to the "Secured
Party" will be to either party when acting in that capacity and all
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity; provided, however, that if Other Posted Support is held by a
party to this Annex, all references herein to that party as the Secured Party
with respect to that Other Posted Support will be to that party as the
beneficiary thereof and will not subject that support or that party as the
beneficiary thereof to provisions of law generally relating to security
interests and secured parties.

PARAGRAPH 2. SECURITY INTEREST

Each party, as the Pledgor, hereby pledges to the other party, as the Secured
Party, as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the
security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by
either party.

   COPYRIGHT (C) 1994 BY INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.

<PAGE>

PARAGRAPH 3. CREDIT SUPPORT OBLIGATIONS

(a)      DELIVERY AMOUNT. Subject to Paragraphs 4 and 5, upon a demand made by
the Secured Party on or promptly following a Valuation Date, if the Delivery
Amount for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer
Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit
Support having a Value as of the date of Transfer at least equal to the
applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise
specified in Paragraph 13, the "DELIVERY AMOUNT" applicable to the Pledgor for
any Valuation Date will equal the amount by which:

         (i) the Credit Support Amount

         exceeds

         (ii) the Value as of that Valuation Date of all Posted Credit Support
         held by the Secured Party.

(b)      RETURN AMOUNT. Subject to Paragraphs 4 and 5, upon a demand made by the
Pledgor on or promptly following a Valuation Date, if the Return Amount for that
Valuation Date equals or exceeds the Secured Party's Minimum Transfer Amount,
then the Secured Party will Transfer to the Pledgor Posted Credit Support
specified by the Pledgor in that demand having a Value as of the date of
Transfer as close as practicable to the applicable Return Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
"RETURN AMOUNT" applicable to the Secured Party for any Valuation Date will
equal the amount by which:

         (i) the Value as of that Valuation Date of all Posted Credit Support
         held by the Secured Party

         exceeds

         (ii) the Credit Support Amount.

"CREDIT SUPPORT AMOUNT" means, unless otherwise specified in Paragraph 13, for
any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all Independent Amounts applicable to the Secured Party, if any,
minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support
Amount will be deemed to be zero whenever the calculation of Credit Support
Amount yields a number less than zero.

PARAGRAPH 4. CONDITIONS PRECEDENT, TRANSFER TIMING, CALCULATIONS AND
SUBSTITUTIONS

(a)      CONDITIONS PRECEDENT. Each Transfer obligation of the Pledgor under
Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and
6(d) is subject to the conditions precedent that:

         (i) no Event of Default, Potential Event of Default or Specified
         Condition has occurred and is continuing with respect to the other
         party; and

         (ii) no Early Termination Date for which any unsatisfied payment
         obligations exist has occurred or been designated as the result of an
         Event of Default or Specified Condition with respect to the other
         party.

(b)      TRANSFER TIMING. Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit Support or Posted
Credit Support is made by the Notification Time, then the relevant Transfer will
be made not later than the close of business on the next Local Business Day; if
a demand is made after the Notification Time, then the relevant Transfer will be
made not later than the close of business on the second Local Business Day
thereafter.

(c)      CALCULATIONS. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the
Valuation Agent is a party) of its calculations not later than the Notification
Time on the Local Business Day following the applicable Valuation Date (or in
the case of Paragraph 6(d), following the date of calculation).

                                                                    ISDA(R) 1994

                                       2

<PAGE>

(d)      SUBSTITUTIONS.

         (i) Unless otherwise specified in Paragraph 13, upon notice to the
         Secured Party specifying the items of Posted Credit Support to be
         exchanged, the Pledgor may, on any Local Business Day, Transfer to the
         Secured Party substitute Eligible Credit Support (the "Substitute
         Credit Support"); and

         (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the
         Pledgor the items of Posted Credit Support specified by the Pledgor in
         its notice not later than the Local Business Day following the date on
         which the Secured Parry receives the Substitute Credit Support, unless
         otherwise specified in Paragraph 13 (the "Substitution Date"); provided
         that the Secured Party will only be obligated to Transfer Posted Credit
         Support with a Value as of the date of Transfer of that Posted Credit
         Support equal to the Value as of that date of the Substitute Credit
         Support.

PARAGRAPH 5. DISPUTE RESOLUTION

If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation
of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of
Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party
will notify the other party and the Valuation Agent (if the Valuation Agent is
not the other party) not later than the close of business on the Local Business
Day following (X) the date that the demand is made under Paragraph 3 in the case
of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject
to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to
the other party not later than the close of business on the Local Business Day
following (X) the date that the demand is made under Paragraph 3 in the case of
(I) above or (Y) the date of Transfer in the case of (II) above, (3) the
parties will consult with each other in an attempt to resolve the dispute and
(4) if they fail to resolve the dispute by the Resolution Time, then:

         (i) In the case of a dispute involving a Delivery Amount or Return
         Amount, unless otherwise specified in Paragraph 13, the Valuation Agent
         will recalculate the Exposure and the Value as of the Recalculation
         Date by:

           (A) utilizing any calculations of Exposure for the Transactions (or
           Swap Transactions) that the parties have agreed are not in dispute;

           (B) calculating the Exposure for the Transactions (or Swap
           Transactions) in dispute by seeking four actual quotations at
           mid-market from Reference Market-makers for purposes of calculating
           Market Quotation, and taking the arithmetic average of those
           obtained; provided that if four quotations are not available for a
           particular Transaction (or Swap Transaction); then fewer than four
           quotations may be used for that Transaction (or Swap Transaction);
           and if no quotations are available for a particular Transaction (or
           Swap Transaction), then the Valuation Agent's original calculations
           will be used for that Transaction (or Swap Transaction); and

           (C) utilizing the procedures specified in Paragraph 13 for
           calculating the Value, if disputed, of Posted Credit Support.

         (ii) In the case of a dispute involving the Value of any Transfer of
         Eligible Credit Support or Posted Credit Support, the Valuation Agent
         will recalculate the Value as of the date of Transfer pursuant to
         Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) not
later than the Notification Time on the Local Business Day following the
Resolution Time. The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

                                                                    ISDA(R) 1994

                                       3
<PAGE>

PARAGRAPH 6. HOLDING AND USING POSTED COLLATERAL

(a)      CARE OF POSTED COLLATERAL. Without limiting the Secured Party's rights
under Paragraph 6(c), the Secured Party will exercise reasonable care to assure
the safe custody of all Posted Collateral to the extent required by applicable
law, and in any event the Secured Party will be deemed to have exercised
reasonable care if it exercises at least the same degree of care as it would
exercise with respect to its own property. Except as specified in the preceding
sentence, the Secured Party will have no duty with respect to Posted Collateral,
including, without limitation, any duty to collect any Distributions, or enforce
or preserve any rights pertaining thereto.

(b)      ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

         (i) GENERAL. Subject to the satisfaction of any conditions specified in
         Paragraph 13 for holding Posted Collateral, the Secured Party will be
         entitled to hold Posted Collateral or to appoint an agent (a
         "Custodian") to hold Posted Collateral for the Secured Party. Upon
         notice by the Secured Party to the Pledgor of the appointment of a
         Custodian, the Pledgor's obligations to make any Transfer will be
         discharged by making the Transfer to that Custodian. The holding of
         Posted Collateral by a Custodian will be deemed to be the holding of
         that Posted Collateral by the Secured Party for which the Custodian is
         acting.

         (ii) FAILURE TO SATISFY CONDITIONS. If the Secured Party or its
         Custodian fails to satisfy any conditions for holding Posted
         Collateral, then upon a demand made by the Pledgor, the Secured Party
         will, not later than five Local Business Days after the demand,
         Transfer or cause its Custodian to Transfer all Posted Collateral held
         by it to a Custodian that satisfies those conditions or to the Secured
         Party if it satisfies those conditions.

         (iii) LIABILITY. The Secured Party will be liable for the acts or
         omissions of its Custodian to the same extent that the Secured Party
         would be liable hereunder for its own acts or omissions.

(c)      USE OF POSTED COLLATERAL. Unless otherwise specified in Paragraph 13
and without limiting the rights and obligations of the parties under Paragraphs
3,4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an
Affected Party with respect to a Specified Condition and no Early Termination
Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party
will, notwithstanding Section 9-207 of the New York Uniform Commercial Code,
have the right to:

         (i) sell, pledge, rehypothecate, assign, invest, use, commingle or
         otherwise dispose of, or otherwise use in its business any Posted
         Collateral it holds, free from any claim or right of any nature
         whatsoever of the Pledgor, including any equity or right of redemption
         by the Pledgor, and

         (ii) register any Posted Collateral in the name of the Secured Party,
         its Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted
Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies
authorized under this Agreement, the Secured Party will be deemed to continue to
hold all Posted Collateral and to receive Distributions made thereon, regardless
of whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

(d)      DISTRIBUTIONS AND INTEREST AMOUNT.

         (i) DISTRIBUTIONS. Subject to Paragraph 4(a), if the Secured Party
         receives or is deemed to receive Distributions on a Local Business Day,
         it will Transfer to the Pledgor not later than the following Local
         Business Day any Distributions it receives or is deemed to receive to
         the extent that a Delivery Amount would not be created or increased by
         that Transfer, as calculated by the Valuation Agent (and the date of
         calculation will be deemed to be a Valuation Date for this purpose).

                                                                    ISDA(R) 1994

                                       4

<PAGE>

         (ii) INTEREST AMOUNT. Unless otherwise specified in Paragraph 13 and
         subject to Paragraph 4(a), in lieu of any interest, dividends or other
         amounts paid or deemed to have been paid with respect to Posted
         Collateral in the form of Cash (all of which may be retained by the
         Secured Party), the Secured Party will Transfer to the Pledgor at the
         times specified in Paragraph 13 the Interest Amount to the extent that
         a Delivery Amount would not be created or increased by that Transfer,
         as calculated by the Valuation Agent (and the date of calculation will
         be deemed to be a Valuation Date for this purpose). The Interest Amount
         or portion thereof not Transferred pursuant to this Paragraph will
         constitute Posted Collateral in the form of Cash and will be subject to
         the security interest granted under Paragraph 2.

PARAGRAPH 7. EVENTS OF DEFAULT

For purposes of Section 5(a)(iii)(l) of this Agreement, an Event of Default will
exist with respect to a party if:

         (i) that party fails (or fails to cause its Custodian) to make, when
         due, any Transfer of Eligible Collateral, Posted Collateral or the
         Interest Amount, as applicable, required to be made by it and that
         failure continues for two Local Business Days after notice of that
         failure is given to that party;

         (ii) that party fails to comply with any restriction or prohibition
         specified in this Annex with respect to any of the rights specified in
         Paragraph 6(c) and that failure continues for five Local Business Days
         after notice of that failure is given to that party; or

         (iii) that party fails to comply with or perform any agreement or
         obligation other than those specified in Paragraphs 7(i) and 7(ii) and
         that failure continues for 30 days after notice of that failure is
         given to that party.

PARAGRAPH 8. CERTAIN RIGHTS AND REMEDIES

(a)      SECURED PARTY'S RIGHTS AND REMEDIES. If at any time (1) an Event of
Default or Specified Condition with respect to the Pledgor has occurred and is
continuing or (2) an Early Termination Date has occurred or been designated as
the result of an Event of Default or Specified Condition with respect to the
Pledgor, then, unless the Pledgor has paid in full all of its Obligations that
are then due, the Secured Party may exercise one or more of the following rights
and remedies:

         (i) all rights and remedies available to a secured party under
         applicable law with respect to Posted Collateral held by the Secured
         Party;

         (ii) any other rights and remedies available to the Secured Party under
         the terms of Other Posted Support, if any;

         (iii) the right to Set-off any amounts payable by the Pledgor with
         respect to any Obligations against any Posted Collateral or the Cash
         equivalent of any Posted Collateral held by the Secured Party (or any
         obligation of the Secured Party to Transfer that Posted Collateral);
         and

         (iv) the right to liquidate any Posted Collateral held by the Secured
         Party through one or more public or private sales or other dispositions
         with such notice, if any, as may be required under applicable law, free
         from any claim or right of any nature whatsoever of the Pledgor,
         including any equity or right of redemption by the Pledgor (with the
         Secured Party having the right to purchase any or all of the Posted
         Collateral to be sold) and to apply the proceeds (or the Cash
         equivalent thereof) from the liquidation of the Posted Collateral to
         any amounts payable by the Pledgor with respect to any Obligations in
         that order as the Secured Party may elect.

Each party acknowledges and agrees that Posted Collateral in the form of
securities may decline speedily in value and is of a type customarily sold on a
recognized market, and, accordingly, the Pledgor is not entitled to prior notice
of any sale of that Posted Collateral by the Secured Party, except any notice
that is required under applicable law and cannot be waived.

                                                                    ISDA(R) 1994

                                       5
<PAGE>

(b)      PLEDGOR'S RIGHTS AND REMEDIES. If at any time an Early Termination Date
has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then (except in the case
of an Early Termination Date relating to less than all Transactions (or Swap
Transactions) where the Secured Party has paid in full all of its obligations
that are then due under Section 6(e) of this Agreement):

         (i) the Pledgor may exercise all rights and remedies available to a
         pledgor under applicable law with respect to Posted Collateral held by
         the Secured Party;

         (ii) the Pledgor may exercise any other rights and remedies available
         to the Pledgor under the terms of Other Posted Support, if any;

         (iii) the Secured Party will be obligated immediately to Transfer all
         Posted Collateral and the Interest Amount to the Pledgor; and

         (iv) to the extent that Posted Collateral or the Interest Amount is not
         so Transferred pursuant to

         (iii) above, the Pledgor may:

                  (A) Set-off any amounts payable by the Pledgor with respect to
                  any Obligations against any Posted Collateral or the Cash
                  equivalent of any Posted Collateral held by the Secured Party
                  (or any obligation of the Secured Party to Transfer that
                  Posted Collateral); and

                  (B) to the extent that the Pledgor does not Set-off under
                  (iv)(A) above, withhold payment of any remaining amounts
                  payable by the Pledgor with respect to any Obligations, up to
                  the Value of any remaining Posted Collateral held by the
                  Secured Party, until that Posted Collateral is Transferred to
                  the Pledgor.

(c)      DEFICIENCIES AND EXCESS PROCEEDS. The Secured Party will Transfer to
the Pledgor any proceeds and Posted Credit Support remaining after liquidation,
Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in
full of all amounts payable by the Pledgor with respect to any Obligations; the
Pledgor in all events will remain liable for any amounts remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)      FINAL RETURNS. When no amounts are or thereafter may become payable by
the Pledgor with respect to any Obligations (except for any potential liability
under Section 2(d) of this Agreement), the Secured Party will Transfer to the
Pledgor all Posted Credit Support and the Interest Amount, if any.

PARAGRAPH 9. REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

         (i) it has the power to grant a security interest in and lien on any
         Eligible Collateral it Transfers as the Pledgor and has taken all
         necessary actions to authorize the granting of that security interest
         and lien;

         (ii) it is the sole owner of or otherwise has the right to Transfer all
         Eligible Collateral it Transfers to the Secured Party hereunder, free
         and clear of any security interest, lien, encumbrance or other
         restrictions other than the security interest and lien granted under
         Paragraph 2;

         (iii) upon the Transfer of any Eligible Collateral to the Secured Party
         under the terms of this Annex, the Secured Party will have a valid and
         perfected first priority security interest therein (assuming that any
         central clearing corporation or any third-party financial intermediary
         or other entity not within the control of the Pledgor involved in the
         Transfer of that Eligible Collateral gives the notices and takes the
         action required of it under applicable law for perfection of that
         interest); and

         (iv) the performance by it of its obligations under this Annex will not
         result in the creation of any security interest, lien or other
         encumbrance on any Posted Collateral other than the security interest
         and lien granted under Paragraph 2.

                                                                    ISDA(R) 1994

                                        6

<PAGE>

PARAGRAPH 10. EXPENSES

(a)      GENERAL. Except as otherwise provided in Paragraphs 10(b) and 10(c),
each party will pay its own costs and expenses in connection with performing its
obligations under this Annex and neither party will be liable for any costs and
expenses incurred by the other party in connection herewith.

(b)      POSTED CREDIT SUPPORT. The Pledgor will promptly pay when due all
taxes, assessments or charges of any nature that are imposed with respect to
Posted Credit Support held by the Secured Party upon becoming aware of the same,
regardless of whether any portion of that Posted Credit Support is subsequently
disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party's rights under
Paragraph 6(c).

(c)      LIQUIDATION/APPLICATION OF POSTED CREDIT SUPPORT. All reasonable costs
and expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

PARAGRAPH 11. MISCELLANEOUS

(a)      DEFAULT INTEREST. A Secured Party that fails to make, when due, any
Transfer of Posted Collateral or the Interest Amount will be obligated to pay
the Pledgor (to the extent permitted under applicable law) an amount equal to
interest at the Default Rate multiplied by the Value of the items of property
that were required to be Transferred, from (and including) the date that Posted
Collateral or Interest Amount was required to be Transferred to (but excluding)
the date of Transfer of that Posted Collateral or Interest Amount. This interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed.

(b)      FURTHER ASSURANCES. Promptly following a demand made by a party, the
other party will execute, deliver, file and record any financing statement,
specific assignment or other document and take any other action that may be
necessary or desirable and reasonably requested by that party to create,
preserve, perfect or validate any security interest or lien granted under
Paragraph 2, to enable that party to exercise or enforce its rights under this
Annex with respect to Posted Credit Support or an Interest Amount or to effect
or document a release of a security interest on Posted Collateral or an Interest
Amount.

(c)      FURTHER PROTECTION. The Pledgor will promptly give notice to the
Secured Party of, and defend against, any suit, action, proceeding or lien that
involves Posted Credit Support Transferred by the Pledgor or that could
adversely affect the security interest and lien granted by it under Paragraph 2,
unless that suit, action, proceeding or lien results from the exercise of the
Secured Party's rights under Paragraph 6(c).

(d)      GOOD FAITH AND COMMERCIALLY REASONABLE MANNER. Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

(e)      DEMANDS AND NOTICES. All demands and notices made by a party under this
Annex will be made as specified in the Notices Section of this Agreement, except
as otherwise provided in Paragraph 13.

(f)      SPECIFICATIONS OF CERTAIN MATTERS. Anything referred to in this Annex
as being specified in Paragraph 13 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

                                                                    ISDA(R) 1994

                                        7

<PAGE>

PARAGRAPH 12. DEFINITIONS

As used in this Annex:--

"CASH" means the lawful currency of the United States of America.

"CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph 3.

"CUSTODIAN" has the meaning specified in Paragraphs 6(b)(i) and 13.

"DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a).

"DISPUTING PARTY" has the meaning specified in Paragraph 5.

"DISTRIBUTIONS" means with respect to Posted Collateral other than Cash, all
principal, interest and other payments and distributions of cash or other
property with respect thereto, regardless of whether the Secured Party has
disposed of that Posted Collateral under Paragraph 6(c). Distributions will not
include any item of property acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with respect to any Posted Collateral in
the form of Cash, any distributions on that collateral, unless otherwise
specified herein.

"ELIGIBLE COLLATERAL" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"ELIGIBLE CREDIT SUPPORT" means Eligible Collateral and Other Eligible Support.

"EXPOSURE" means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount, if
any, that would be payable to a party that is the Secured Party by the other
party (expressed as a positive number) or by a party that is the Secured Party
to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)( A) of this Agreement as if all Transactions (or Swap Transactions)
were being terminated as of the relevant Valuation Time; provided that Market
Quotation will be determined by the Valuation Agent using its estimates at
mid-market of the amounts that would be paid for Replacement Transactions (as
that term is defined in the definition of "Market Quotation").

"INDEPENDENT AMOUNT" means, with respect to a party, the amount specified as
such for that party in Paragraph 13; if no amount is specified, zero.

"INTEREST AMOUNT" means, with respect to an Interest Period, the aggregate sum
of the amounts of interest calculated for each day in that Interest Period on
the principal amount of Posted Collateral in the form of Cash held by the
Secured Party on that day, determined by the Secured Party for each such day as
follows:

         (x) the amount of that Cash on that day; multiplied by

         (y) the Interest Rate in effect for that day; divided by

         (z) 360.

"INTEREST PERIOD" means the period from (and including) the last Local Business
Day on which an Interest Amount was Transferred (or, if no Interest Amount has
yet been Transferred, the Local Business Day on which Posted Collateral in the
form of Cash was Transferred to or received by the Secured Party) to (but
excluding) the Local Business Day on which the current Interest Amount is to be
Transferred.

"INTEREST RATE" means the rate specified in Paragraph 13.

"LOCAL BUSINESS DAY", unless otherwise specified in Paragraph 13, has the
meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a
Transfer under this Annex.

                                                                    ISDA(R) 1994

                                        8

<PAGE>

"MINIMUM TRANSFER AMOUNT" means, with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"NOTIFICATION TIME" has the meaning specified in Paragraph 13.

"OBLIGATIONS" means, with respect to a party, all present and future obligations
of that party under this Agreement and any additional obligations specified for
that party in Paragraph 13.

"OTHER ELIGIBLE SUPPORT" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"OTHER POSTED SUPPORT" means all Other Eligible Support Transferred to the
Secured Party that remains in effect for the benefit of that Secured Party.

"PLEDGOR" means either party, when that party (i) receives a demand for or is
required to transfer Eligible credit Support under Paragraph 3(a) or (ii) has
Transferred Eligible Credit support under Paragraph 3(a).

"POSTED COLLATERAL" means all Eligible Collateral, other property,
Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not
Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

"POSTED CREDIT SUPPORT" means Posted Collateral and Other Posted Support.

"RECALCULATION DATE" means the Valuation Date that gives rise to the dispute
under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs
under Paragraph 3 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"RESOLUTION TIME" has the meaning specified in Paragraph 13.

"RETURN AMOUNT" has the meaning specified in Paragraph 3(b).

"SECURED PARTY" means either party, when that party (i) makes a demand for or is
entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds
or is deemed to hold Posted Credit Support

"SPECIFIED CONDITION" means, with respect to a party, any event specified as
such for that party in Paragraph 13.

"SUBSTITUTE CREDIT SUPPORT" has the meaning specified in Paragraph 4(d)(i).

"SUBSTITUTION DATE" has the meaning specified in Paragraph 4(d)(ii).

"THRESHOLD" means, with respect to a party, the amount specified as such for
that party in Paragraph 13; if no amount is specified, zero.

"TRANSFER" means, with respect to any Eligible Credit Support, Posted Credit
Support or Interest Amount, and in accordance with the instructions of the
Secured Party, Pledgor or Custodian, as applicable:

         (i) in the case of Cash, payment or delivery by wire transfer into one
         or more bank accounts specified by the recipient;

         (ii) in the case of certificated securities that cannot be paid or
         delivered by book-entry, payment or delivery in appropriate physical
         form to the recipient or its account accompanied by any duly executed
         instruments of transfer, assignments in blank, transfer tax stamps and
         any other documents necessary to constitute a legally valid transfer to
         the recipient;

         (iii) in the case of securities that can be paid or delivered by
         book-entry, the giving of written instructions to the relevant
         depository institution or other entity specified by the recipient,
         together with a written copy thereof to the recipient, sufficient if
         complied with to result in a legally effective transfer of the relevant
         interest to the recipient; and

         (iv) in the case of Other Eligible Support or Other Posted Support, as
         specified in Paragraph 13.

                                                                    ISDA(R) 1994

                                        9

<PAGE>

"VALUATION AGENT" has the meaning specified in Paragraph 13.

"VALUATION DATE" means each date specified in or otherwise determined pursuant
to Paragraph 13.

"VALUATION PERCENTAGE" means, for any item of Eligible Collateral, the
percentage specified in Paragraph 13.

"VALUATION TIME" has the meaning specified in Paragraph 13.

"VALUE" means for any Valuation Date or other date for which Value is calculated
and subject to Paragraph 5 in the case of a dispute, with respect to:

         (i) Eligible Collateral or Posted Collateral that is:

                  (A) Cash, the amount thereof; and

                  (B) a security, the bid price obtained by the Valuation Agent
                  multiplied by the applicable Valuation Percentage, if any;

         (ii) Posted Collateral that consists of items that are not specified as
         Eligible Collateral, zero; and

         (iii) Other Eligible Support and Other Posted Support, as specified in
         Paragraph 13.

                                                                    ISDA(R) 1994

                                       10
<PAGE>

PARAGRAPH 13. ELECTIONS AND VARIABLES

(a)      Security Interest for "Obligations". The term "Obligations" as used in
         this Annex includes no additional obligations with respect to either
         party.

(b)      Credit Support Obligations.

         (i)      Delivery Amount. Return Amount and Credit Support Amount.

                  (A)      "Delivery Amount" has the meaning specified in
                           Paragraph 3(a).

                  (B)      "Return Amount" has the meaning specified in
                           Paragraph 3(b).

                  (C)      "Credit Support Amount" has the meaning specified in
                           Paragraph 3(b).

         (ii)     Eligible Collateral. The following items will qualify as
                  "Eligible Collateral" for the party specified:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                                                                 "Valuation
                                                      Party A      Party B       Percentage"
--------------------------------------------------------------------------------------------
<S>         <C>                                       <C>          <C>           <C>
(A)         USD Cash                                    [X]         [X]               100%
-----------------------------------------------------------------------------------------
(B)         negotiable debt obligations issued          [X]         [X]                99%
            by the U.S. Treasury Department
            having a remaining maturity of one
            year or less from the Valuation Date
-----------------------------------------------------------------------------------------
(C)         negotiable debt obligations issued by       [X]         [X]                98%
            the U.S. Treasury Department having a
            remaining maturity of more than one
            year but less than ten years from the
            Valuation Date
-----------------------------------------------------------------------------------------
(D)         negotiable debt obligations issued          [X]         [X]                96%
            by the U.S. Treasury Department
            having a remaining maturity of ten
            years or more from the Valuation
            Date
-----------------------------------------------------------------------------------------
(E)         Agency Securities having a                  [X]         [X]                98%
            remaining maturity of one year or
            less from the Valuation Date
-----------------------------------------------------------------------------------------
(F)         Agency Securities having a                  [X]         [X]                97%
            remaining maturity of more than
            one year but less than ten years
            from the Valuation Date
-----------------------------------------------------------------------------------------
(G)         Agency Securities having a                  [X]         [X]                95%
            remaining maturity of ten years or
            more from the Valuation Date
-----------------------------------------------------------------------------------------
(H)         USD denominated Commercial Paper rated      [X]         [X]                97%
            A1/P1 by S&P and Moody's,
            respectively, which settles within
            DTC; provided, however, that
            Commercial Paper issued by either
            party or any of its Affiliates shall
            be excluded
-----------------------------------------------------------------------------------------
</TABLE>

For purposes of the foregoing:

                                       11
<PAGE>

(a) "Agency Securities" means negotiable debt obligations which are fully
guaranteed as to both principal and interest by the Federal National Mortgage
Association, the Government National Mortgage Association or the Federal Home
Loan Mortgage Corporation, but excluding (i) interest only and principal only
securities and (ii) Collateralized Mortgage Obligations, Real Estate Mortgage
Investment Conduits and similar derivative securities.

(b) "DTC" shall mean The Depository Trust & Clearing Corporation, or its
successor.

(c) "Moody's" shall mean Moody's Investors Service, Inc., or its successor.

(d) "S&P" shall mean Standard & Poor's Ratings Group, or its successor.

    (iii) Other Eligible Support. There shall be no "Other Eligible Support"
for either party for purposes of this Annex, unless agreed in writing between
the parties.

    (iv) Thresholds.

                  (A)      "Independent Amount" shall not apply to Party A or to
                           Party B for purposes of this Annex.

                  (B)      "Threshold" means, with respect to Party A, infinity,
                           and with respect to Party B, One Million Dollars
                           ($1,000,000).

                  (C)      "Minimum Transfer Amount" means, with respect to a
                           party, U.S.$ 100,000, provided, however, that if an
                           Event of Default has occurred and is continuing with
                           respect to a party, the Minimum Transfer Amount with
                           respect to such party shall be U.S.$O.

                  (D)      Rounding. The Delivery Amount and the Return Amount
                           will be rounded up and down to the nearest integral
                           multiple of U.S.$ 10,000, respectively.

(c)      Valuation and Timing.

         (i) "Valuation Agent" means the party making the demand under Paragraph
         3, unless there has occurred and is continuing any Event of Default,
         Potential Event of Default or Additional Termination Event with respect
         to such party, in which case the other party shall be the Valuation
         Agent.

         (ii) "Valuation Date" means any Local Business Day.

         (iii) "Valuation Time" means the close of business in the city of the
         Valuation Agent on the Valuation Date or date of calculation, as
         applicable;

         provided that the calculations of Value and Exposure will be made as of
         approximately the same time on the same date.

         (iv) "Notification Time" means by 12:00 noon, New York time, on a Local
         Business Day.

         (v) Events of Default. Paragraph 7(i) of the Credit Support Annex is
         hereby amended by deleting the word "two" in the third line thereof and
         replacing it with the word "one".

(d)      Conditions Precedent. With respect to Party A, any Additional
         Termination Event (if Party A is the Affected Party with respect to
         such Termination Event) will be a "Specified Condition". With respect
         to Party B, any Additional Termination Event (if Party B is the
         Affected Party with respect to such Termination Event) will be a
         "Specified Condition".

                                       12
<PAGE>

(e)      Substitution.

         (i) "Substitution Date" has the meaning specified in Paragraph
         4(d)(ii)

         (ii) Consent. Inapplicable.

(f)      Dispute Resolution.

         (i) "Resolution Time" means 12:00 noon, New York time, on the Local
         Business Day following the date on which notice is given that gives
         rise to a dispute under Paragraph 5.

         (ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value
         of Posted Credit Support other than Cash will be calculated as follows:

                                  (A) with respect to any Eligible Collateral
                           except Cash, the sum of (I) (x) the mean of the high
                           bid and low asked prices quoted on such date by any
                           principal market maker for such Eligible Collateral
                           chosen by the Disputing Party, or (y) if no
                           quotations are available from a principal market
                           maker for such date, the mean of such high bid and
                           low asked prices as of the first day prior to such
                           date on which such quotations were available, plus
                           (II) the accrued interest on such Eligible
                           Collateral (except to the extent Transferred to a
                           party pursuant to any applicable provision of this
                           Agreement or included in the applicable price
                           referred to in (I) of this clause (A)) as of such
                           date; multiplied by the applicable Valuation
                           Percentage.

         (iii) The provisions of Paragraph 5 will apply.

(g)      Holding and Using Posted Collateral.

         (i) Eligibility to Hold Posted Collateral; Custodians.

         Party A will be entitled to hold Posted Collateral itself or through a
         Custodian pursuant to Paragraph 6(b), provided that the following
         conditions applicable to it are satisfied:

                           (1) Party A is not a Defaulting Party.

                           (2) The Custodian is a Bank (as defined in the
                           Federal Deposit Insurance Act) whose rating with
                           respect to its long term unsecured, unsubordinated
                           indebtedness is at least BBB+ by S&P or Baal by
                           Moody's.

         Party B will be entitled to hold Posted Collateral itself or through a
         Custodian pursuant to Paragraph 6(b), provided that the following
         conditions applicable to it are satisfied:

                           (1) Party B is not a Defaulting Party.

                           (2) The Custodian is a Bank (as defined in the
                           Federal Deposit Insurance Act) whose rating with
                           respect to its long term unsecured, unsubordinated
                           indebtedness is at least BBB+ by S&P or Baal by
                           Moody's.

         (ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will
         apply to both parties.

(h)      Distributions and Interest Amount.

         (i) Interest Rate. The Interest Rate for any day means the Federal
         Funds Overnight Rate. For the purposes hereof, "Federal Funds Overnight
         Rate" means, for any day, an interest rate per annum equal to the rate
         published as the Federal Funds Effective Rate that appears on Telerate
         Page 118 for such day.

                                       13
<PAGE>

         (ii) Transfer of Interest Amount. The transfer of the Interest Amount
         will be made monthly on the second Local Business Day of each calendar
         month.

         (iii) Alternative to Interest Amount. The provisions of Paragraph
         6(d)(ii) will apply.

(i)      Additional Representations.

         None.

(j)      Other Eligible Support and Other Posted Support.

         (i) "Value" shall have no meaning with respect to either party with
         respect to Other Eligible Support and Other Posted Support.

         (ii) "Transfer" shall have no meaning with respect to either party with
         respect to Other Eligible Support and Other Posted Support.

(k)      Demands and Notices.

         All demands, specifications and notices made by a party to this Annex
         will be made pursuant to the Notices Section of this Agreement, unless
         otherwise specified here:

         With respect to Party A:

                  JPMorgan Chase Bank
                  Structured Products Trading
                  270 Park Avenue
                  8th Floor
                  New York, New York 10017
                  Attn: Jaynita K. Pala
                  Telephone No.: 212-834-7553
                  Facsimile No.: 212-834-6187

         With respect to Party B:

                  Nelnet, Inc.
                  121 South 13th Street, Suite 301
                  Lincoln, NE 88508
                  Attention: Terry J. Heimes
                  Phone: 402-458-2300
                  Facsimile No.: 402-458-2399

(l)      Other Provisions.

                  None.

                                       14
<PAGE>

                   Please confirm your agreement to the terms of the foregoing
Credit Support Annex, including Paragraph 13, by signing below.

                                           JPMORGAN CHASE BANK

                                           By: /S/ JAMES DWYER
                                               ---------------------------------
                                               Name : JAMES DWYER
                                               Title: VICE PRESIDENT

                                           NELNET, INC.

                                           By: /s/ Jeffrey R. Noordhoek
                                               ---------------------------------
                                               Name : Jeffrey R. Noordhoek
                                               Title: SVP

                                           NELNET LOAN SERVICES, INC.

                                           By: /s/ Edward P. Martinez
                                               ---------------------------------
                                               Name : Edward P. Martinez
                                               Title: Senior Vice President

                                       15