<PAGE>
                                                                   Exhibit 10.43

                        NELNET STUDENT LOAN CORPORATION-2
                                  $480,000,000
                   STUDENT LOAN ASSET-BACKED FIXED RATE NOTES
                                 (SERIES 2001A)


                             UNDERWRITING AGREEMENT


                                                                   March 9, 2001


  Credit Suisse First Boston Corporation
    as representative of the Underwriters
  11 Madison Avenue
  New York, New York 10010
  Ladies and Gentlemen:

        NELNET Student Loan Corporation-2, a Nevada corporation (the "Company"),
proposes   to   sell  to   Credit   Suisse   First   Boston   Corporation   (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, $480,000,000 aggregate principal amount of
its Student Loan  Asset-Backed  Fixed Rate Notes,  Series  2001A (the  "Notes").
Zions First National Bank, a national banking association,  will act as eligible
lender  (the  "Eligible  Lender")  on behalf of the  Company.  The Notes will be
issued  under an  Indenture  of  Trust  dated as of June 1,  2000  (the  "Master
Indenture")  between  the  Company and Zions  First  National  Bank,  a national
banking  association,  as indenture trustee (the "Trustee"),  as supplemented by
the Series 2001A Supplemental Indenture of Trust (the "Indenture Supplement" and
collectively with the Master Indenture,  the  "Indenture").  Upon issuance,  the
Notes will be secured  by,  among  other  things,  Financed  Eligible  Loans (as
defined in the Indenture) pledged to the Trustee and described in the Prospectus
(as defined in Section 3 below). The Financed Eligible Loans will be serviced by
NELnet, Inc., a Nevada Corporation  ("NELnet") pursuant to a Servicing Agreement
dated as of June 1, 2000 (the  "Servicing  Agreement"),  between  NELnet and the
Company.   NELnet  has  entered  into  loan  subservicing  agreements  with  (i)
InTuition, Inc., a Florida corporation  ("InTuition"),  dated as of June 1, 2000
(the "InTuition Subservicing Agreement") pursuant to which InTuition will act as
subservicer  with  respect to certain of the  Financed  Eligible  Loans and (ii)
UNIPAC  Service  Corporation  ("UNIPAC")  dated as of June 1, 2000 (the  "UNIPAC
Subservicing  Agreement")  pursuant to which UNIPAC will act as subservicer with
respect to certain of the Financed  Eligible Loans.  The InTuition  Subservicing
Agreement and the UNIPAC Subservicing  Agreement are referred to collectively as
the "Subservicing Agreements."

        This Agreement,  the Loan Purchase Agreement,  dated as of April 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 April 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 April 1, 2001



<PAGE>

between NELNET Student Loan  Corporation-1  ("NELNET-1")  and the Company (along
with the related Loan Transfer Addendum, the "NELNET-1 Purchase Agreement"), the
Loan  Purchase  Agreement,  dated as of  April 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 NELNET-1 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 the
Notes at such respective purchase prices as are set forth on Schedule A hereto.

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


                2. DELIVERY OF THE NOTES AND PAYMENT  THEREFOR.  Delivery to the
Underwriters  of and  payment for the Notes shall be made at the office of Kutak
Rock LLP, Denver,  Colorado,  at 11:00 a.m.,  Denver time, on April 2, 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
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.


                                       2
<PAGE>

               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.

                      (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.

                                       3
<PAGE>

                      (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.

                      (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


                                       4
<PAGE>

        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.

                      (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


                                       5
<PAGE>

        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 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


                                       6
<PAGE>

        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.

                      (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.

                                       7
<PAGE>

                      (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.

                      (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.

                                       8
<PAGE>

                      (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.

                      (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


                                       9
<PAGE>

        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.

                      (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


                                       10
<PAGE>

        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.

                      (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


                                       11
<PAGE>

        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.

                      (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


                                       12
<PAGE>

        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 and this Agreement and to the
        validity of the Notes and such related  matters as you shall  reasonably
        request.  In addition,  you shall have received an opinion  addressed to
        you of Kutak Rock LLP, in its  capacity as counsel for the  Company,  in
        form and  substance  satisfactory  to you and your  counsel,  concerning
        "true  sale,"  "non-consolidation"   and  "first  perfected  security
        interest"  and certain  other issues with respect to the transfer of the
        Financed  Eligible  Loans from the  Sellers to the  Company and from the
        Company to the Trustee.

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

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

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

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

                      (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:

                                       13
<PAGE>

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

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

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

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

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

                                       14
<PAGE>


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

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

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

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

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

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

                                       15
<PAGE>

                             (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 and each Guarantee Agreement.

                             (iii) The  execution  and  delivery  of each of the
           Indenture, the Custodian Agreements and each Guarantee Agreement, and
           the  performance  by  the  Trustee  of  its  obligations   under  the
           Indenture,  the Custodian  Agreements 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 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 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  and each Guarantee  Agreement nor the  fulfillment of the
           terms thereof by the Trustee will conflict  with,  result in a breach
           or  violation  of,  or  constitute  a  default  under  any law or the
           charter,  by-laws or other organizational documents of the Trustee or
           the terms of any indenture or other agreement or instrument  known to
           such counsel and to which the Trustee or any of its subsidiaries is a
           party or is  bound or any  judgment,  order or  decree  known to such
           counsel to be applicable to the Trustee or any of its subsidiaries of
           any court, regulatory body, administrative agency,  governmental body
           or  arbitrator  having  jurisdiction  over the  Trustee or any of its
           subsidiaries.

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

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

                                       16
<PAGE>

                             (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.

                      (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.

                                       17
<PAGE>

                      (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.

                      (r) The Series 2001A 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"),  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.

                                       18
<PAGE>

                      (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)
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  $240,000
financial advisory fee to UFS Securities, L.L.C.; and (x) a $240,000 structuring
fee to Credit Suisse First Boston Corporation.

               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


                                       19
<PAGE>

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.

               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


                                       20
<PAGE>

           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 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 Credit Suisse First Boston Corporation,  Eleven
Madison Avenue, New York, New York 10010, Attention: Jonathan Clark.

               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.

                                       21
<PAGE>

               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.

               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 Page
                                               -----------------------------

Confirmed as of the date first above mentioned.

CREDIT SUISSE FIRST BOSTON CORPORATION, acting on
behalf of itself and as Representative of the Underwriters


By /s/ Jonathan Clark
   --------------------------------
       Jonathan Clark, Director



                                       22
<PAGE>


                                   SCHEDULE A

<Table>
<Caption>
NAME OF                                                    PRINCIPAL AMOUNT
UNDERWRITER                                                   OF NOTES
-----------                                                ----------------
<S>                                                       <C>
Credit Suisse First
   Boston Corporation...................................     $120,000,000
Salomon Smith Barney Inc................................     $120,000,000
JP Morgan a division of Chase
   Securities, Inc......................................     $120,000,000
UBS Warburg LLC.........................................     $120,000,000
                                                             ------------
        Total                                                $480,000,000
                                                             ============
</Table>


                               TERMS OF THE NOTES

<Table>
<Caption>
                              PRICE                        PROCEEDS
                FINAL LEGAL    TO        UNDERWRITING        TO
INTEREST RATE    MATURITY     PUBLIC       DISCOUNT         ISSUER
-------------   -----------   ------     ------------      --------
<S>             <C>           <C>        <C>            <C>
    5.76%         7/1/12      99.9691%       0.30%      $478,411,680
</Table>


                                       23