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                                                                   Exhibit 10.45

                                                                  EXECUTION COPY



                        NELNET STUDENT LOAN CORPORATION-2

                                  $550,000,000

                  STUDENT LOAN ASSET-BACKED AUCTION RATE NOTES

                                 (SERIES 2001B)

                             UNDERWRITING AGREEMENT

                                                                 August 29, 2001

UBS PaineWebber Inc.
  as representative of the Underwriters
1285 Avenue of the Americas
New York, New York 10019

Ladies and Gentlemen:

        NELNET Student Loan Corporation-2, a Nevada corporation (the "Company"),
proposes to sell to UBS PaineWebber Inc. (the "Representative") and the other
underwriters listed on Schedule A hereto (collectively with the Representative,
the "Underwriters"), pursuant to the terms of this Underwriting Agreement,
$550,000,000 aggregate principal amount of its Series 2001B Student Loan
Asset-Backed Auction Rate Notes (the "Notes") in the classes and initial
principal amounts set forth on Schedule A hereto. Zions First National Bank, a
national banking association, will act as eligible lender (the "Eligible
Lender") on behalf of the Company. The Notes will be issued under an Indenture
of Trust dated as of June 1, 2000 (the "Master Indenture") between the Company
and Zions First National Bank, a national banking association, as indenture
trustee (the "Trustee"), as supplemented by the Series 2001B Supplemental
Indenture of Trust (the "Indenture Supplement" and collectively with the Master
Indenture, the "Indenture"). Upon issuance, the Notes will be secured by, among
other things, Financed Eligible Loans (as defined in the Indenture) pledged to
the Trustee and described in the Prospectus (as defined in Section 3 below). The
Financed Eligible Loans will be serviced by NELnet, Inc., a Nevada Corporation
("NELnet") pursuant to a Servicing Agreement dated as of June 1, 2000 (the
"Servicing Agreement"), between NELnet and the Company. NELnet has entered into
loan subservicing agreements with (i) InTuition, Inc., a Florida corporation
("InTuition"), dated as of June 1, 2000 (the "InTuition Subservicing Agreement")
pursuant to which InTuition will act as subservicer with respect to certain of
the Financed Eligible Loans and (ii) UNIPAC Service Corporation ("UNIPAC") dated
as of June 1, 2000 (the "UNIPAC Subservicing Agreement") pursuant to which
UNIPAC will act as subservicer with respect to certain of the Financed Eligible
Loans. The InTuition Subservicing Agreement and the UNIPAC Subservicing
Agreement are referred to collectively as the "Subservicing Agreements."

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        This Agreement, the Loan Purchase Agreement, dated as of September 1,
2001 between NHELP-I, Inc. ("NHELP-I") and the Company (along with the related
Loan Transfer Addendum, the " NHELP-I Purchase Agreement"), the Loan Purchase
Agreement, dated as of September 1, 2001 between NHELP-III, Inc. ("NHELP-III")
and the Company (along with the related Loan Transfer Addendum, the "NHELP-III
Purchase Agreement"), the Loan Purchase Agreement, dated as of September 1, 2001
between Union Bank and Trust Company ("UBTC") and the Company (along with the
related Loan Transfer Addendum, the "UBTC Purchase Agreement"), the Loan
Purchase Agreement, dated as of September 1, 2001 between NEBHELP, Inc.
("NEBHELP ") and the Company (along with the related Loan Transfer Addendum, the
"NEBHELP Purchase Agreement" and, collectively with the NHELP-I Purchase
Agreement, the NHELP-III Purchase Agreement and the UBTC Purchase Agreement, the
"Purchase Agreements"), the Servicing Agreement, the Subservicing Agreements and
the Indenture shall collectively hereinafter be referred to as the "Basic
Documents."

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

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

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

        1. AGREEMENTS TO SELL, PURCHASE AND RESELL. (a) The Company hereby
agrees, subject to all the terms and conditions set forth herein, to sell to
each of the Underwriters and, upon the basis of the representations, warranties
and agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, each of the Underwriters severally and not jointly
agrees to purchase from the Company, such principal amount of each Class of the
Notes at such respective purchase prices as are set forth next to the name of
each Underwriter on Schedule A hereto.

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

        2. DELIVERY OF THE NOTES AND PAYMENT THEREFOR. Delivery to the
Underwriters of and payment for the Notes shall be made at the office of Kutak
Rock LLP, Denver, Colorado, at 11:00 a.m., Denver time, on September 4, 2001
(the "Closing Date"). The place of such closing and the Closing Date may be
varied by agreement between the Representative and the Company.

        The Notes will be delivered to the Underwriters against payment of the
purchase price therefor to the Company in Federal Funds, by wire transfer to an
account at a bank acceptable to the Representative, or such other form of
payment as to which the parties may agree. Unless otherwise agreed to by the
Company and the Representative, each Class of Notes will be evidenced by a
single global security in definitive form deposited with the Trustee as
custodian for DTC and/or by additional definitive securities, and will be


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registered, in the case of the global Classes of Notes, in the name of Cede &
Co. as nominee of The Depository Trust Company ("DTC"), and in the other cases,
in such names and in such denominations as the Underwriters shall request prior
to 1:00 p.m., New York City time, no later than the business day preceding the
Closing Date. The Notes to be delivered to the Underwriters shall be made
available to the Underwriters in Denver, Colorado, for inspection and packaging
not later than 9:30 a.m., Denver time, on the business day next preceding the
Closing Date.

        3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to each of the Underwriters that:

                (a) registration statement on Form S-3 (No. 333-93865),
        including a prospectus and such amendments thereto as may have been
        required to the date hereof, relating to the Notes and the offering
        thereof from time to time in accordance with Rule 415 under the
        Securities Act of 1933, as amended (the "Act"), has been filed with the
        Securities and Exchange Commission (the "SEC" or the "Commission") and
        such registration statement, as amended, has become effective; such
        registration statement, as amended, and the prospectus relating to the
        sale of the Notes offered thereby constituting a part thereof, as from
        time to time amended or supplemented (including the base prospectus, any
        prospectus supplement filed with the Commission pursuant to Rule 424(b)
        under the Act, the information deemed to be a part thereof pursuant to
        Rule 430A(b) under the Act, and the information incorporated by
        reference therein) are respectively referred to herein as the
        "Registration Statement" and the "Prospectus" respectively; and the
        conditions to the use of a registration statement on Form S-3 under the
        Act, as set forth in the General Instructions to Form S-3, and the
        conditions of Rule 415 under the Act, have been satisfied with respect
        to the Registration Statement;

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

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

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

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

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

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

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

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                (i) There are no legal or governmental proceedings pending or
        threatened or, to the knowledge of the Company contemplated, against the
        Company, or to which the Company or any of its properties is subject,
        that are not disclosed in the Prospectus and which, if adversely
        decided, would individually or in the aggregate have a material adverse
        effect on the condition (financial or other), business, properties or
        results of operations of the Company ("Material Adverse Effect"), or
        would materially and adversely affect the ability of the Company to
        perform its obligations under this Agreement and the other Basic
        Documents or otherwise materially affect the issuance of the Notes or
        the consummation of the transactions contemplated hereby or by the Basic
        Documents.

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

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

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

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

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

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

        4.  AGREEMENTS  OF THE  COMPANY.  The  Company  agrees  with each of the
Underwriters as follows:

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

                (b) If, at any time when the Prospectus relating to the Notes is
        required to be delivered under the Act, any event occurs as a result of
        which the Prospectus as then amended or supplemented would include an
        untrue statement of a material fact or omit to state a material fact


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        necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading, or if it is
        necessary at any time to amend or supplement the Prospectus to comply
        with the Act or the Rules and Regulations, the Company promptly will
        notify the Representative of such event and will promptly prepare and
        file with the SEC, at its own expense, an amendment or supplement to
        such Prospectus that will correct such statement or omission or an
        amendment that will effect such compliance. Neither the Representative's
        consent to, nor the Underwriters' delivery of, any such amendment or
        supplement shall constitute a waiver of any of the conditions set forth
        in Section 6 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                (q) As soon as practicable, but not later than 16 months after
        the date of this Agreement, the Company will make generally available to
        its securityholders an earnings statement covering a period of at least
        12 months beginning after the later of (i) the effective date of the
        Registration Statement, (ii) the effective date of the most recent
        post-effective amendment to the Registration Statement to become
        effective prior to the date of this Agreement and (iii) the date of the
        Company's most recent Annual Report or Form 10-K filed with the
        Commission prior to the date of this Agreement, which will satisfy the
        provisions of Section 11(a) of the Act.

        5. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify
and hold harmless each of the Underwriters and each person, if any, who controls
an Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities
and expenses (or actions in respect thereof) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus, or in any amendment or supplement
thereto, or any preliminary prospectus, or arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability, or action as such expenses are incurred,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission which has been made therein or omitted therefrom in
reliance upon and in conformity with the information relating to an Underwriter
furnished in writing to the Company by or on behalf of such Underwriter through
the Representative expressly for use therein, it being understood that the only
such information furnished by any Underwriter consists of the information
described as such in Section 10 of this Agreement; provided, however, that the
indemnification contained in this paragraph (a) with respect to any preliminary
prospectus shall not inure to the benefit of an Underwriter (or to the benefit
of any person controlling an Underwriter) on account of any such loss, claim,
damage, liability or expense arising from the sale of the of Notes by an
Underwriter to any person if the untrue statement or alleged untrue statement or
omission or alleged omission of a material fact contained in such preliminary
prospectus was corrected in the final Prospectus and such Underwriter sold Notes
to that person without sending or giving at or prior to the written confirmation
of such sale, a copy of the final Prospectus (as then amended or supplemented
but excluding documents incorporated by reference therein) if the Company has
previously furnished sufficient copies thereof to such Underwriter. The
foregoing indemnity agreement shall be in addition to any liability which the
Company may otherwise have.

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                (b) If any action, suit or proceeding shall be brought against
        an Underwriter or any person controlling an Underwriter in respect of
        which indemnity may be sought against the Company, such Underwriter or
        such controlling person shall promptly notify the parties against whom
        indemnification is being sought (the "indemnifying parties"), but the
        omission so to notify the indemnifying party will not relieve it from
        any liability which it may have to any indemnified party except to the
        extent that the indemnifying party is materially prejudiced by such
        omission. In case any such action is brought against any indemnified
        party and it notifies the indemnifying party of the commencement
        thereof, the indemnifying party will be entitled to participate therein
        and, to the extent that it may wish, jointly with any other indemnifying
        party similarly notified, to assume the defense thereof, with counsel
        satisfactory to such indemnified party (who shall not, except with the
        consent of the indemnified party, be counsel to the indemnifying party).
        The applicable Underwriter or any such controlling person shall have the
        right to employ separate counsel in any such action, suit or proceeding
        and to participate in the defense thereof, but the fees and expenses of
        such counsel shall be at the expense of such Underwriter or such
        controlling person unless (i) the indemnifying parties have agreed in
        writing to pay such fees and expenses, (ii) the indemnifying parties
        have failed to assume the defense and employ counsel, or (iii) the named
        parties to any such action, suit or proceeding (including any impleaded
        parties) include both the Underwriter or such controlling person and the
        indemnifying parties and the Underwriter or such controlling person
        shall have been advised by its counsel that there may be one or more
        legal defenses available to it which are different from or additional to
        or in conflict with those available to the indemnifying parties and in
        the reasonable judgment of such counsel it is advisable for the
        Underwriter or such controlling person to employ separate counsel (in
        which case the indemnifying party shall not have the right to assume the
        defense of such action, suit or proceeding on behalf of the Underwriter
        or such controlling person). It is understood, however, that the
        indemnifying parties shall, in connection with any one such action, suit
        or proceeding or separate but substantially similar or related actions,
        suits or proceedings in the same jurisdiction arising out of the same
        general allegations or circumstances, be liable for the reasonable fees
        and expenses of only one separate firm of attorneys (in addition to any
        local counsel) at any time for each Underwriter and controlling persons
        not having actual or potential differing interests with such Underwriter
        or among themselves, which firm shall be designated in writing by such
        Underwriter, and that all such fees and expenses shall be reimbursed on
        a monthly basis as provided in paragraph (a) hereof. An indemnifying
        party will not, without the prior written consent of the indemnified
        party, settle or compromise or consent to the entry of any judgment with
        respect to any pending or threatened claim, action, suit or proceeding
        in respect of which indemnification or contribution may be sought
        hereunder (whether or not the indemnified parties are actual or
        potential parties to such claim or action) unless such settlement,
        compromise or consent (i) includes an unconditional release of each
        indemnified party from all liability arising out of such claim, action,
        suit or proceeding and (ii) does not include a statement as to, or an
        admission of fault, culpability or a failure to act by or on behalf of
        an indemnified party.

                                       10
<PAGE>

                (c) Each Underwriter, severally and not jointly, agrees to
        indemnify and hold harmless the Company and its directors and officers,
        and any person who controls the Company within the meaning of Section 15
        of the Act or Section 20 of the Exchange Act, to the same extent as the
        indemnity from the Company to the Underwriters set forth in paragraph
        (a) hereof, but only with respect to information relating to an
        Underwriter furnished in writing by or on behalf of such Underwriter
        through the Representative expressly for use in the Registration
        Statement, the Prospectus, or any amendment or supplement thereto, or
        any related preliminary prospectus therein, it being understood that the
        only such information furnished by any Underwriter consists of the
        information described as such in Section 10 of this Agreement. If any
        action, suit or proceeding shall be brought against the Company, any of
        its directors or officers, or any such controlling person based on the
        Registration Statement, the Prospectus, or any amendment or supplement
        thereto, or any related preliminary prospectus and in respect of which
        indemnity may be sought against an Underwriter pursuant to this
        paragraph (c), such Underwriter shall have the rights and duties given
        to the Company by paragraph (b) above (except that if the Company shall
        have assumed the defense thereof the Underwriter shall not be required
        to do so, but may employ separate counsel therein and participate in the
        defense thereof, but the fees and expenses of such counsel shall be at
        such Underwriter's expense), and the Company, its directors and
        officers, and any such controlling person shall have the rights and
        duties given to the Underwriters by paragraph (b) above. The foregoing
        indemnity agreement shall be in addition to any liability which the
        Underwriters may otherwise have.

                (d) If the indemnification provided for in this Section 5 is
        unavailable to an indemnified party under paragraphs (a) or (c) hereof
        in respect of any losses, claims, damages, liabilities or expenses
        referred to therein, then an indemnifying party, in lieu of indemnifying
        such indemnified party, shall contribute to the amount paid or payable
        by such indemnified party as a result of such losses, claims, damages,
        liabilities or expenses (i) in such proportion as is appropriate to
        reflect the relative benefits received by the Company on the one hand
        and the applicable Underwriter on the other hand from the offering of
        the Notes, or (ii) if the allocation provided by clause (i) above is not
        permitted by applicable law, in such proportion as is appropriate to
        reflect not only the relative benefits referred to in clause (i) above
        but also the relative fault of the Company on the one hand and the
        applicable Underwriter on the other in connection with the statements or
        omissions that resulted in such losses, claims, damages, liabilities or
        expenses, as well as any other relevant equitable considerations. The
        relative benefits received by the Company on the one hand and an
        Underwriter on the other shall be deemed to be in the same proportion as
        the total net proceeds from the offering of the Notes (before deducting
        expenses) received by the Company bear to the total underwriting
        discounts and commissions received by such Underwriter. The relative
        fault of the Company on the one hand and the Underwriters on the other
        hand shall be determined by reference to, among other things, whether
        the untrue or alleged untrue statement of a material fact or the
        omission or alleged omission to state a material fact relates to
        information supplied by the Company on the one hand or by an Underwriter
        on the other hand and the parties' relative intent, knowledge, access to
        information and opportunity to correct or prevent such statement or
        omission.

                                       11
<PAGE>

                (e) The Company and the Underwriters agree that it would not be
        just and equitable if contribution pursuant to this Section 5 were
        determined by a pro rata allocation or by any other method of allocation
        that does not take account of the equitable considerations referred to
        in paragraph (d) above. The amount paid or payable by an indemnified
        party as a result of the losses, claims, damages, liabilities and
        expenses referred to in paragraph (d) above shall be deemed to include,
        subject to the limitations set forth above, any legal or other expenses
        reasonably incurred by such indemnified party in connection with
        investigating any claim or defending any such action, suit or
        proceeding. Notwithstanding the provisions of this Section 5, no
        Underwriter shall be required to contribute any amount in excess of the
        amount by which the total price at which the Notes underwritten by it
        and distributed to the public were offered to the public exceeds the
        amount of any damages which such Underwriter has otherwise been required
        to pay by reason of such untrue or alleged untrue statement or omission
        or alleged omission. No person guilty of fraudulent misrepresentation
        (within the meaning of Section 11(f) of the Act) shall be entitled to
        contribution from any person who was not guilty of such fraudulent
        misrepresentation. The Underwriters' obligations in this paragraph (e)
        to contribute are several in proportion to their respective underwriting
        obligations.

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

        6. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters to purchase the Notes hereunder are subject to the following
conditions precedent:

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


                                       12
<PAGE>

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

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

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

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

                                       13
<PAGE>

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

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

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

                        (i) Each of NELnet and each of the Sellers is a
                corporation in good standing under the laws of their respective
                states of incorporation; each having the full power and
                authority (corporate and other) to own its properties and
                conduct its business, as presently conducted by it, and to enter
                into and perform its obligations under each of the Servicing
                Agreements, the Purchase Agreements and the Subservicing
                Agreements to which it is a party.

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

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

                                       14
<PAGE>

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

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

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

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

                        (viii) As of the date specified in a schedule to such
                opinion, there were no (a) UCC financing statements naming a
                Seller as debtor or seller and covering any Student Loans to be
                sold under the related Purchase Agreement or interest therein or
                (b) notices of the filing of any federal tax lien (filed
                pursuant to Section 6323 of the Internal Revenue Code) or lien
                of the Pension Benefit Guaranty Corporation (filed pursuant to
                Section 4068 of ERISA) covering any Student Loan to be sold
                under the related Purchase Agreement or interest therein, listed
                in the available records in the respective offices set forth in
                such schedule opposite each such date (which are all of the
                offices that are prescribed under either the internal law of the
                conflict of law rules of the Nebraska UCC as the offices in
                which filings should be made to perfect security interests in
                Student Loans), except as set forth in such schedule.

                                       15
<PAGE>

                        (ix) As of the date of such opinion, by executing the
                Guarantee Agreements and upon execution and delivery of the
                instruments of transfer described in the Purchase Agreements and
                notification of the Guarantors and borrowers of the transfer
                contemplated thereby, and assuming that the Trustee is an
                eligible lender as that term is defined in 20
                U.S.C.ss.1085(d)(1) of the Higher Education Act of 1965, as
                amended, the Trustee on behalf of the Company will be entitled
                to the benefit of the applicable Guarantor and/or Department of
                Education payments under the Act related to the Student Loans
                sold from time to time under the Purchase Agreements, subject to
                the terms and conditions of the Guarantee Agreements and the
                Act.

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

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

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

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

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

                        (v) The execution and delivery by the Trustee of the
                Indenture, the Custodian Agreement, the Auction Agency Agreement
                and each Guarantee Agreement do not require any consent,
                approval or authorization of, or any registration or filing
                with, any state or United States Federal governmental authority.

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

                        (vii) Neither the consummation by the Trustee of the
                transactions contemplated in the Indenture, the Custodian
                Agreements, the Auction Agency Agreement and each Guarantee
                Agreement nor the fulfillment of the terms thereof by the


                                       16
<PAGE>

                Trustee will conflict with, result in a breach or violation of,
                or constitute a default under any law or the charter, by-laws or
                other organizational documents of the Trustee or the terms of
                any indenture or other agreement or instrument known to such
                counsel and to which the Trustee or any of its subsidiaries is a
                party or is bound or any judgment, order or decree known to such
                counsel to be applicable to the Trustee or any of its
                subsidiaries of any court, regulatory body, administrative
                agency, governmental body or arbitrator having jurisdiction over
                the Trustee or any of its subsidiaries.

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

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

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

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

                                       17
<PAGE>

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

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

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

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

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

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

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

                                       18
<PAGE>

                (r) The Class A Notes shall be rated "AAA", "AAA" and "Aaa",
        respectively, by Fitch, Inc. ("Fitch"), Standard & Poor's Ratings
        Service, a division of The McGraw-Hill Companies ("S&P"), and Moody's
        Investors Services, Inc. ("Moody's"), the Class B Notes shall be rated
        "A", "A" and "A2", respectively, by Fitch, S&P, and Moody's and that
        neither Fitch, S&P nor Moody's have placed the Series 2001A Notes under
        surveillance or review with possible negative implications.

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

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

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

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

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

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

        7. EXPENSES. The Company agrees to pay or to otherwise cause the payment
of the following costs and expenses and all other costs and expenses incident to
the performance by it of its obligations hereunder: (i) the preparation,
printing or reproduction of the Registration Statement, the Prospectus and each
amendment or supplement to any of them, this Agreement, and each other Basic
Document; (ii) the printing (or reproduction) and delivery (including postage,
air freight charges and charges for counting and packaging) of such copies of
the Registration Statement, the Prospectus and all amendments or supplements to
any of them as may be reasonably requested for use in connection with the
offering and sale of the Notes; (iii) the preparation, printing, authentication,
issuance and delivery of definitive certificates for the Notes; (iv) the
printing (or reproduction) and delivery of this Agreement, the preliminary and
supplemental Blue Sky Memoranda and all other agreements or documents printed
(or reproduced) and delivered in connection with the offering of the Notes; (v)
qualification of the Indenture under the Trust Indenture Act; (vi) the
qualification of the Notes for offer and sale under the securities or Blue Sky
laws of the several states as provided in Section 3(h) hereof (including the
reasonable fees, expenses and disbursements of counsel relating to the
preparation, printing or reproduction, and delivery of the preliminary and
supplemental Blue Sky Memoranda and such qualification); (vii) the fees and
disbursements of (A) the Company's counsel, (B) the Underwriters' counsel, (C)


                                       19
<PAGE>

the Trustee and its counsel, (D) the Depository Trust Company in connection with
the book-entry registration of the Notes (E) the SEC and (F) KPMG Peat Marwick,
accountants for the Company and issuer of the Comfort Letter; (viii) the fees
charged by S&P, Fitch and Moody's for rating the Notes; (ix) a $275,000
financial advisory fee to UFS Securities, L.L.C.; and (x) a $275,000 structuring
fee to UBS PaineWebber Inc.

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

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

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

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

        11. DEFAULT BY ONE OF THE UNDERWRITERS. If any of the Underwriters shall
fail on the Closing Date to purchase the Notes which it is obligated to purchase
hereunder (the "Defaulted Notes"), the remaining Underwriters (the
"Non-Defaulting Underwriters") shall have the right, but not the obligation,
within one (1) Business Day thereafter, to make arrangements to purchase all,
but not less than all, of the Defaulted Notes upon the terms herein set forth;
if, however, the Non-Defaulting Underwriters shall have not completed such
arrangements within such one (1) Business Day period, then this Agreement shall
terminate without liability on the part of the Non-Defaulting Underwriters.

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

                                       20
<PAGE>

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

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

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

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

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

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

                        (v) In the event of any delay in the delivery by an
                Underwriter to the Company of all Computational Materials
                required to be delivered in accordance with subsection (a)(iii)
                above, the Company shall have the right to delay the release of
                the Prospectus to investors or to such Underwriter, to delay the


                                       21
<PAGE>

                Closing Date and to take other appropriate actions in each case
                as necessary in order to allow the Company to comply with its
                agreement set forth in Section 11(b) to file the Computational
                Materials by the time specified therein.

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

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

        14. MISCELLANEOUS. Except as otherwise provided in Sections 5, 8 and 9
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company, at 121 South 13th Street,
Suite 401, Lincoln, Nebraska 68508, Attention: Terry Heimes, and (ii) if to the
Underwriters, to UBS PaineWebber Inc., 1285 Avenue of the Americas, 15th Floor,
New York, New York 10019, Attention John Hupalo.

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

        15. APPLICABLE LAW; COUNTERPARTS. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York without giving
effect to the choice of laws or conflict of laws principles thereof.

        The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

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

                                       22
<PAGE>

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

                                            Very truly yours,
                                            NELNET Student Loan Corporation - 2
                                            By /s/ Ronald W. Page
                                            ------------------------------------
                                            Name:  Ronald W. Page
                                            Title:  Vice President

Confirmed as of the date first above mentioned.

UBS PAINEWEBBER INC., acting on
behalf of itself and as Representative of the Underwriters
By /s/ John A. Hupalo
----------------------------------
Name:  John A. Hupalo
Title:    Managing Director



<PAGE>

<TABLE>
<CAPTION>

                                                        SCHEDULE A


                                                       UNDERWRITERS
               --------------------------------------------------------------------------------------------
                     UBS          BANC OF AMERICA      J.P. MORGAN       SALOMON SMITH
NOTES          PAINEWEBBER INC.   SECURITIES LLC      SECURITIES INC.     BARNEY INC.           TOTAL
------------   ----------------   ----------------   ----------------   ----------------   ----------------
<S>            <C>                <C>                <C>                <C>                <C>
Class A-2      $     50,000,000   $              0   $              0   $              0   $     50,000,000
               ----------------   ----------------   ----------------   ----------------   ----------------
Class A-3      $     50,000,000   $              0   $              0   $              0   $     50,000,000
               ----------------   ----------------   ----------------   ----------------   ----------------
Class A-4      $     75,000,000   $              0   $              0   $              0   $     75,000,000
               ----------------   ----------------   ----------------   ----------------   ----------------
Class A-5      $              0   $    100,000,000   $              0   $              0   $    100,000,000
               ----------------   ----------------   ----------------   ----------------   ----------------
Class A-6      $              0   $              0   $    100,000,000   $              0   $    100,000,000
               ----------------   ----------------   ----------------   ----------------   ----------------
Class A-7      $              0   $              0   $              0   $    100,000,000   $    100,000,000
               ----------------   ----------------   ----------------   ----------------   ----------------
Class B-1      $     37,500,000   $              0   $              0   $              0   $     37,500,000
               ----------------   ----------------   ----------------   ----------------   ----------------
Class B-2      $     37,500,000   $     37,500,000
               ----------------   ----------------   ----------------   ----------------   ----------------
</TABLE>