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                                                                   Exhibit 10.61
(LOCAL CURRENCY--SINGLE JURISDICTION)

                                 [ISDA(R) LOGO]

                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                                MASTER AGREEMENT

                           DATED AS OF AUGUST 20, 2001

BANK OF AMERICA, N.A.                 AND       UNIPAC SERVICE CORPORATION AND
                                                NELNET, INC.

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

Accordingly, the parties agree as follows: --

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 12 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

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

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

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

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

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

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

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


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

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

         (i)   in the same currency; and

        (ii)   in respect of the same Transaction,

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

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

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

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into) that:--

(a)      BASIC REPRESENTATIONS.

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

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

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

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

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

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

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

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

4.       AGREEMENTS

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

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party any
forms, documents or certificates specified in the Schedule or any Confirmation
by the date specified in the Schedule or such Confirmation or, if none is
specified, as soon as reasonably practicable.

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

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

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

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

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

         (ii)     BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(d) or to give notice of a Termination. Event or any agreement or
         obligation under Section 4(a)) to be complied with or performed by the
         party in accordance with this Agreement if

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         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii)    CREDIT SUPPORT DEFAULT

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

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

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

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

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

         (vi)     CROSS DEFAULT. If "Cross Default" is specified in the Schedule
         as applying to the party, the occurrence or existence of (1) a default,
         event of default or other similar condition or event (however
         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof in
         an aggregate amount of not less than the applicable Threshold Amount
         under such agreements or instruments (after giving effect to any
         applicable notice requirement or grace period);

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

                  (1)      is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable to
                  pay its debts or fails or admits in writing its inability
                  generally to pay its debts as they become due; (3) makes a
                  general assignment, arrangement or composition with or for the
                  benefit of its creditors; (4) institutes or has instituted
                  against it a proceeding seeking a judgment of insolvency or
                  bankruptcy or any other relief under any bankruptcy or
                  insolvency law or other similar law affecting creditors'
                  rights, or a petition is presented for its

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

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

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

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

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

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

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

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

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

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

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

6.       EARLY TERMINATION

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

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

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

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

         (iii)    RIGHT TO TERMINATE. If:--

                  (1)      an agreement under Section 6(b)(ii) has not been
                  effected with respect to all Affected Transactions within 30
                  days after an Affected Party gives notice under Section
                  6(b)(i); or

                  (2)      an Illegality other than that referred to in Section
                  6(b)(ii), a Credit Event Upon Merger or an Additional
                  Termination Event occurs,

         either party in the case of an Illegality, any Affected Party in the
         case of an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then continuing, designate a day not earlier than the day such
         notice is effective as an Early Termination Date in respect of all
         Affected Transactions.

(c)      EFFECT OF DESIGNATION.

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

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

(d)      CALCULATIONS.

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

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

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

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

                  (1)      First Method and Market Quotation. If the First
                  Method and Market Quotation apply, the Defaulting Party will
                  pay to the Non-defaulting Party the excess, if a positive
                  number, of

                  (A)      the sum of the Settlement Amount (determined by the
                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Unpaid Amounts owing to the
                  Non-defaulting Party over

                  (B)      me Unpaid Amounts owing to the Defaulting Party.

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

                  (3)      Second Method and Market Quotation. If the Second
                  Method and Market Quotation apply, an amount will be payable
                  equal to (A) the sum of the Settlement Amount (determined by
                  the Non-defaulting Party) in respect of the Terminated
                  Transactions and the Unpaid Amounts owing to the
                  Non-defaulting Party less (B) the Unpaid Amounts owing to the
                  Defaulting Party. If that amount is a positive number, the
                  Defaulting Party will pay it to the Non-defaulting Party; if
                  it is a negative number, the Non-defaulting Party will pay the
                  absolute value of that amount to the Defaulting Party.

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

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                  number , the Non-defaulting Party will pay the absolute value
                  of that amount to the Defaulting Party.

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

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

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

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

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

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

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

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

7.       TRANSFER

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

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

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

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

                                                                     ISDA(R)1992

                                       8
<PAGE>

8.       MISCELLANEOUS

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

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

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

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

(e)      COUNTERPARTS AND CONFIRMATIONS.

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

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

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

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

9.       EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees,
incurred by such other party by reason of the enforcement and protection of its
rights under this Agreement or any Credit Support Document to which the
Defaulting Party is a party or by reason of the early termination of any
Transaction, including, but not limited to, costs of collection.

10.      NOTICES

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

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

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

                                      9                              ISDA(R)1992

<PAGE>

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

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

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

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

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

11.      GOVERNING LAW AND JURISDICTION

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

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

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

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

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

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

12.      DEFINITIONS

As used in this Agreement:--

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

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

                                   10                                ISDA(R)1992

<PAGE>

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

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

"APPLICABLE RATE" means:--

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

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

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

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

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

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

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

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

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

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

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

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

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

"LAW" includes any treaty, law, rule or regulation and "LAWFUL" and "UNLAWFUL"
will be construed accordingly.

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

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which
case expressed as a negative number) in connection with this Agreement or that
Terminated Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of such party
but without duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain

                                                                     ISDA(R)1992

                                       11
<PAGE>

resulting from any of them). Loss includes losses and costs (or gains) in
respect of any payment or delivery required to have been made (assuming
satisfaction of each applicable condition precedent) on or before the relevant
Early Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(l) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party's legal fees and out-of-pocket expenses referred to under Section 9. A
party will determine its Loss as of the relevant Early Termination Date, or, if
that is not reasonably practicable, as of the earliest date thereafter as is
reasonably practicable. A party may (but need not) determine its Loss by
reference to quotations of relevant rates or prices from one or more leading
dealers in the relevant markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer, than three quotations are provided,
it will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

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

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

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

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

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

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under

                                                                     ISDA(R)1992

                                       12
<PAGE>

this Agreement, another contract, applicable law or otherwise) that is exercised
by, or imposed on, such payer.

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

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

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

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

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

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

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

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

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

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined

                                                                     ISDA(R)1992

                                       13
<PAGE>

by the party obliged to make the determination under Section 6(e) or, if each
party is so obliged, it shall be the average of the fair market values
reasonably determined by both parties.

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

BANK OF AMERICA, N.A.                        UNIPAC SERVICE CORPORATION
------------------------------               -----------------------------------
      (Name of Party)                                  (Name of Party)

By :/s/ ROGER H. HEINTZELMAN                 By: /s/ Terry Heimes
    ------------------------                     ---------------------
    Name: ROGER H. HEINTZELMAN               Name: Terry Heimes

    Title: VICE PRESIDENT                    Title:

    Date:  10/9/01                           Date:

                                             NELNET, INC.
                                             -----------------------------------
                                                       (Name of Party)

                                             By: /s/ Terry Heimes
                                                 ----------------------

                                             Name: Terry Heimes

                                             Title:

                                             Date:

                                                                    ISDA(R) 1992

                                       14
<PAGE>

(LOCAL CURRENCY--SINGLE JURISDICTION)
(MULTIPARTY)

                                 [ISDA(R) LOGO]

                  International Swap Dealers Association, Inc.

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                           dated as of August 20, 2001

between BANK OF AMERICA, N.A.           and  UNIPAC SERVICE CORPORATION AND
                                             NELNET, INC.

             ("Party A")                     (each individually, a "Party B
                                             Group Member" and collectively,
                                             "Party B")

                         PART 1: TERMINATION PROVISIONS

(a)      "SPECIFIED ENTITY" means in relation to Party A for; the purpose of:-

         Section 5(a)(v) (Default under Specified Transaction),   none;

         Section 5(a)(vi) (Cross Default),                  none;

         Section 5(a)(vii) (Bankruptcy),                    none; and

         Section 5(b)(ii) (Credit Event Upon Merger),       none;
         in relation to Party B for the purpose of:-

         Section 5(a)(v) (Default under Specified
         Transaction)                                       any Affiliate
                                                            of Party B;

         Section 5(a)(vi) (Cross Default),                  any Affiliate
                                                            of Party B;

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

         Section 5(b)(ii) (Credit Event Upon Merger),       any Affiliate
                                                            of Party B.

(b)      "SPECIFIED TRANSACTION" will have the meaning specified in Section 12
         of this Agreement, except (i) it shall also include any transaction
         with respect to the forward sale or delivery of any security, and (ii)
         clause (a) of the definition of "Specified Transaction" is revised by
         deleting the words "between one party to this Agreement (or any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party) and the other party to this Agreement (or any Credit
         Support Provider of such other party or any applicable Specified Entity
         of such other party)".

                                       15

<PAGE>

(c)      The "CROSS-DEFAULT" provisions of Section 5(a)(vi)
               will apply to Party A
               will apply to each Party B Group Member.

         In connection therewith:

         "SPECIFIED INDEBTEDNESS" will not have the meaning specified in Section
         12 of this Agreement, and such definition shall be replaced by the
         following: "any obligation in respect of the payment of moneys (whether
         present or future, contingent or otherwise, as principal or surety or
         otherwise), except that such term shall not include obligations in
         respect of deposits received in the ordinary course of a party's
         banking business."

         "THRESHOLD AMOUNT" means, with respect to Party A, an amount equal to
         three percent (3%) of the Shareholders' Equity of Bank of America
         Corporation and, with respect to Party B, $2,000,000.

         "SHAREHOLDERS' EQUITY" means, with respect to an entity, at any time,
         the sum (as shown in its most recent annual audited financial
         statements) of (i) its capital stock (including preferred stock)
         outstanding, taken at par value, (ii) its capital surplus and (iii) its
         retained earnings, minus (iv) treasury stock, each to be determined in
         accordance with generally accepted accounting principles.

(d)      The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(ii)
               will apply to Party A
               will apply to each Party B Group Member.

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

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

         (i)      Loss will apply.

         (ii)     The Second Method will apply.

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

(h)      "ADDITIONAL TERMINATION EVENT" will not apply.

                     PART 2: AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Section 4(a) of this Agreement, Party A and each Party B
Group Member agrees to deliver the following documents:-

<TABLE>
<CAPTION>
  PARTY
REQUIRED TO                                                                COVERED BY
 DELIVER                                          DATE BY WHICH TO BE      SECTION 3(d)
 DOCUMENT      FORM/DOCUMENT/CERTIFICATE              DELIVERED           REPRESENTATION
----------------------------------------------------------------------------------------
<S>            <C>                                <C>                     <C>
</TABLE>

                                       16

<PAGE>

<TABLE>
<CAPTION>
  PARTY
REQUIRED TO                                                                                                           COVERED BY
 DELIVER                                                                           DATE BY WHICH TO BE                SECTION 3(d)
 DOCUMENT                      FORM/DOCUMENT/CERTIFICATE                                DELIVERED                     REPRESENTATION
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                        <C>                                         <C>
Each Party     Statements of Financial Condition/Net Worth of each        As soon as available and in any             Yes
B Group        Party B Group Member and audited financial statements      event within 120 days after the end
Member         of any Credit Support Provider of Party B certified by     of each fiscal year or calendar
               independent certified public accountants and prepared      year of the Party B Group Member or
               in accordance with generally accepted accounting           Credit Support Provider, as
               principles in the country in which such Credit Support     applicable.
               Provider is domiciled or organized as the case may be,
               and any other financial information and/or tax returns
               with respect to each Party B Group Member as may be
               requested by Party A from time to time.

Party A and    Certified copies of all corporate authorizations and       Upon execution and delivery of this         Yes
each Party B   any other documents with respect to the power and          Agreement
Group          authority of such person or entity to execute, deliver
Member         and perform this Agreement, any Transactions, and any
               Credit Support Document, as applicable, substantially
               in the form of Exhibit I attached hereto.

Party A and    Certificate of incumbency and/or specimen signatures of    Upon execution and delivery of this         Yes
each Party B   individuals executing this Agreement, any Credit           Agreement and thereafter upon
Group          Support Document, and Confirmations, substantially in      request of the other party
Member         the form of Exhibit I attached hereto.

Party A and    The Credit Support Annex (a Credit Support Document)       Upon execution and delivery of this         Yes
each Party B   attached hereto as Exhibit II.                             Agreement.
Group
Member

Each Party     Such other documents as Party A may reasonably request     Upon request by Party A                     Yes
B Group        from time to time.
Member
</TABLE>

                             PART 3: MISCELLANEOUS

(a)    ADDRESS FOR NOTICES. For the purpose of Section 10(a) of this Agreement:-

       ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY A:

                                       17

<PAGE>

         Bank of America, N.A.
         Sears Tower
         233 South Wacker Drive, Suite 2800, IL1-003-27-20
         Chicago, Illinois 60606
         Attention: Swap Operations
         Telex No.: 49663210  Answerback: NATIONSBANK CHA
         Reuters Dealing Code: NBCH

                with a copy to:

         Bank of America, N.A.
         100 N. Tryon St., NC1-007-13-01
         Charlotte, North Carolina 28255
         Attention: Capital Markets Documentation
         (Telex: 669959; Answerback: NATIONSBK CHA)
         Facsimile: 704-386-4113

         ADDRESS FOR FINANCIAL STATEMENTS TO PARTY A:

         Address: Bank of America, N.A.
                  901 Main St.
                  Dallas, TX 75202 Attention: Shelly Harper

         ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY B:

         NELnet, Inc., as agent for all Party B Group Members
         121 S 13th Street, Suite 301
         Lincoln, NE 68508
         Attention: Terry Heimes
         Telephone: 402-458-2303
         Facsimile: 402-458-2399

         Any notice, demand or other communication to be provided to Party B
         under this Agreement (including, without limitation, any notice, demand
         or communication pursuant to Sections 5 or 6 of this Agreement) shall
         be sent to the address or facsimile number provided in this Part 3
         notwithstanding the death or mental incapacity, or the appointment of a
         guardian, conservator, executor, administrator or other similarly
         appointed person with respect to the affairs, of any Party B Group
         Member that is an individual. Any failure by any Party B Group Member
         or any guardian, conservator, executor, administrator or other
         similarly appointed person to receive any such notice, demand or
         communication shall in no way abrogate, invalidate or otherwise affect
         the validity or enforceability of the notice, demand or communication
         of the matters set forth therein, including, without limitation, the
         designation of an Early Termination Date or any other such matter.

(b)      CALCULATION AGENT. The Calculation Agent is Party A.

(c)      CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-

         -Each of the following, as amended, supplemented, modified, renewed,
         replaced, consolidated, substituted or extended from time to time, is a
         "Credit Support Document":

         The Credit Support Annex attached hereto as Exhibit II.

                                       18

<PAGE>

(d)      CREDIT SUPPORT PROVIDER.

         Credit Support Provider means in relation to Party A:   Not applicable.

         Credit Support Provider means in relation to Party B:   Not applicable.

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

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

                            PART 4: OTHER PROVISIONS

(a)      REFERENCES TO PARTIES. Except as otherwise set forth in this Agreement,
         references to a "party" shall refer to Party A and each Party B Group
         Member individually, except that if the reference to a "party" refers
         to that "party" taking any action or making any payment or delivery to
         or indemnifying the other "party", such reference shall be read to
         require all Party B Group Members to perform such action or make such
         payment or delivery or indemnity with respect to Party A only, and not
         with respect to the other Party B Group Members. The reference to a
         single agreement between the parties set forth in Section l(c) of this
         Agreement refers to a single agreement between Party A, on the one
         hand, and all the Party B Group Members as one Party B, on the other.
         The intent is to net obligations owing between Party A and Party B, not
         obligations among the Party B Group Members or between Party A and any
         individual Party B Group Member. Each of the representations,
         agreements, Events of Default and Termination Events set forth in this
         Agreement made by or applicable to Party B shall be deemed to be made
         by or applicable to each Party B Group Member individually. Each Party
         B Group Member agrees that this Agreement shall be enforceable against
         it and its heirs, distributees, executors, administrators, guardian,
         conservator, successors and assigns, as applicable. Any use of the
         terms "it" or "its" in this Agreement, when used to refer to a party
         herein shall be deemed, in the case of a Party B Group Member to be
         "he", "his" or "him" or "she" or "her", as appropriate, in the context
         in which such terms are used.

(b)      PARTY B GROUP AGENT. Each Party B Group Member hereby appoints NELnet,
         Inc. (the "Party B Group Agent") to act as agent for it to receive all
         payments or deliveries to be made by Party A to Party B hereunder and
         to receive all notices, demand or communications to be sent by Party A
         to Party B hereunder. The Party B Group Agent will promptly transmit to
         each other Party B Group Member all payments and deliveries and all
         notices so received. Upon delivery by Party A of any payment or
         delivery or notice, demand or communication hereunder to the Party B
         Group Agent on behalf of all Party B Group Members, Party A shall be
         relieved of all further responsibility with respect thereto. The Party
         B Group Agent may be changed by a written notice, signed by all Party B
         Group Members, delivered to Party A. Any actions taken by Party A prior
         to receiving notice of a change in the agent shall be binding on all
         Party B Group Members. The foregoing agency designation is made for the
         convenience of Party A. Notwithstanding the foregoing agency
         designation for certain purposes, each Party B Group Member remains
         authorized to enter into any Transaction with Party A, to give
         instructions to Party A, and to negotiate the terms of this Agreement,
         including the terms of the Schedule and any Confirmation, on behalf of
         all Party B Group Members; and all Party B Group Members shall be bound
         by the actions of any Party B Group Member.

(c)      DELIVERY OF CONFIRMATIONS. For each Transaction entered into hereunder,
         Party A shall promptly send to the Party B Group Agent (as defined
         above) a Confirmation via telex or facsimile

                                       19

<PAGE>

         transmission. Party B agrees to respond to such Confirmation within two
         (2) Business Days, either confirming agreement thereto or requesting a
         correction of any error(s) contained therein. Failure by Party A to
         send a Confirmation or of Party B to respond within such period shall
         not affect the validity or enforceability of such Transaction. Absent
         manifest error, there shall be a presumption that the terms contained
         in such Confirmation are the terms of the Transaction. Party A and each
         Party B Group Member agree that any such exchange of telexes or
         facsimile transmissions shall constitute a Confirmation for all
         purposes hereunder.

(d)      ADDITIONAL REPRESENTATIONS. Party A and each Party B Group Member
         hereby made the following additional representations:

                  (i)      RELATIONSHIP BETWEEN PARTIES. Party A represents to
         Party B and each Party B Group Member represents to Party A, on each
         date on which a Transaction is entered into, that (absent a written
         agreement between the parties that expressly imposes affirmative
         obligations to the contrary for that Transaction):

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

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

                           (C)      Status of Parties. The other party is not
                  acting as a fiduciary for or an adviser to it in respect of
                  that Transaction.

                  (ii)     ELIGIBLE CONTRACT PARTICIPANT. Party A represents to
         Party B and each Party B Group Member represents to Party A, on each
         date on which a Transaction is entered into, that it is an "eligible
         contract participant" as that term is defined in Section la(12) of the
         U.S. Commodity Exchange Act, 7 U.S.C. Section la(12).

(e)      ADDITIONAL REPRESENTATIONS OF EACH PARTY B GROUP MEMBER. Each Party B
         Group Member represents and warrants to and for the benefit of Party A,
         as of the date hereof and continuously until termination of this
         Agreement, as follows:

                  (i)      Legal Capacity. It has the legal capacity and right
                  to execute, deliver, and perform its obligations under, this
                  Agreement, any Credit Support Document to which it is a party,
                  and each Transaction.

                  (ii)     Knowledge and Sophistication. In connection with the
                  negotiation of, the entering into, and the execution,
                  delivery, and performance of, this Agreement, any Credit
                  Support Document to which it is a party, and each Transaction:
                  (A) it understands that the Transactions entered into
                  hereunder and contemplated hereunder are subject to complex
                  risks which may arise without warning and may at times be
                  volatile, and that losses may occur quickly and in
                  unanticipated magnitude; (B) it is a sophisticated investor
                  able to evaluate the risks of the Transactions entered into
                  hereunder and contemplated hereunder, is prepared to bear and
                  is capable of bearing (financially and

                                       20

<PAGE>

                  otherwise and for an indefinite period) all risks associated
                  with the Transactions entered into hereunder and contemplated
                  hereunder; and (C) this Agreement and each Transaction have
                  been and will be entered into solely in connection with the
                  portfolio management, asset, risk, and liability management,
                  or hedging activities of Party B.

                  (iii)    Certain Understandings. It understands that:

                           (A)      the "indicative" or "midmarket" valuations
                  of a transaction that may be provided to it by Party A from
                  time to time may not represent (1) the price at which a new
                  Transaction may be entered into, (2) the price at which the
                  Transaction may be liquidated or unwound, (3) the price at
                  which the Transaction is or would be carried on such other
                  party's books; (4) the price at which a similar Transaction
                  might be available from another dealer in the market or (5)
                  the calculation or estimate of an amount that would be payable
                  following the designation of an Early Termination Date under
                  Section 6(e) or otherwise of this Agreement;

                           (B)      absent an express written agreement to the
                  contrary, neither party has undertaken an obligation to unwind
                  or terminate a Transaction prior to its scheduled termination
                  date and the provision by Party A of a valuation or indicative
                  unwind price does not constitute an undertaking to unwind or
                  terminate any Transaction at that price unless Party A
                  expressly so indicates in connection with the provision of
                  such price;

                           (C)      Party A has not undertaken an obligation to
                  quote a price or terms for entering into or unwinding or
                  terminating a Transaction prior to its scheduled termination
                  date, and if Party A provides such a quote, the price or other
                  terms provided may not be the most favorable price or terms
                  available in the market; and

                           (D)      except as expressly agreed in writing, the
                  price and terms on which a Transaction is entered into or
                  unwound or terminated have been or will be individually
                  negotiated and no representations or warranties are given with
                  respect to such price or terms.

(f)      CROSS DEFAULT. Section 5(a)(vi) of this Agreement is amended to add the
         following after the semicolon at the end thereof:

                  "provided, however, that notwithstanding the foregoing (but
                  subject to any provision to the contrary contained in any such
                  agreement or instrument), an Event of Default shall not occur
                  under either (1) or (2) above if the default, event of default
                  or other similar condition or event referred to in (1) or the
                  failure to pay referred to in (2) is caused not (even in part)
                  by the unavailability of funds but is caused solely due to a
                  technical or administrative error which has been remedied
                  within three Business Days after notice of such failure is
                  given to the party."

(g)      BANKRUPTCY. Section 5(a)(vii)(3) of this Agreement is hereby amended by
         the substitution of the following therefor:

                  "(3) sends a notice convening a meeting to propose a voluntary
                  arrangement of creditors, or any class thereof, or makes a
                  general assignment, arrangement or composition with or for the
                  benefit of its creditors, or any class thereof;"

(h)      SET-OFF. Any amount (the "Early Termination Amount") payable to one
         party (the Payee) by the other party (the Payer) under Section 6(e), in
         circumstances where there is a Defaulting Party or one Affected Party
         in the case where a Termination Event under Section 5(b)(iii) has
         occurred, will, at the option of the party ("X") other than the
         Defaulting Party or the Affected Party (and without prior notice to the
         Defaulting Party or the Affected Party), be reduced by its set-off
         against any amount(s) (the "Other Agreement Amount") payable (whether
         at such time or in the

                                       21

<PAGE>

         future or upon the occurrence of a contingency) by the Payee to the
         Payer (irrespective of the currency, place of payment or booking office
         of the obligation) under any other agreement(s) between the Payee and
         the Payer or instrument(s) or undertaking(s) issued or executed by one
         party to, or in favor of, the other party (and the Other Agreement
         Amount will be discharged promptly and in all respects to the extent it
         is so set-off). X will give notice to the other party of any set-off
         effected under this Part 4(h).

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

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

         Nothing in this Part 4(h) shall be effective to create a charge or
         other security interest. This Part 4(h) shall be without prejudice and
         in addition to any right of set-off, combination of accounts, lien or
         other right to which any party is at any time otherwise entitled
         (whether by operation of law, contract or otherwise).

(i)      NOTICE BY FACSIMILE TRANSMISSION. Section 10(a) is hereby amended by
         inserting the words "2(b)," between the word "Section" and the number
         "5".

(j)      WAIVER OF RIGHT TO TRIED BY JURY. PARTY A AND EACH PARTY B GROUP MEMBER
         HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH
         RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
         AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(k)      RECORDING OF CONVERSATIONS. Party A and each Party B Group Member
         acknowledges and agrees to the tape recording of conversations between
         them, whether by one or the other or all of them or their agents, and
         that any such tape recordings may be submitted in evidence in any
         proceedings relating to the Agreement.

(l)      JOINT AND SEVERAL LIABILITY. Each Party B Group Member agrees that it
         shall be jointly and severally liable for the performance of all
         obligations of Party B and each other Party B Group Member under this
         Agreement (including, without limitation, for the payment of all
         amounts due Party A hereunder). Each Party Group Member further agrees
         as follows:

         (i)      The obligations of each Party B Group Member hereunder are
                  independent of the obligations of each other Party B Group
                  Member, and a separate action or actions may be brought and
                  prosecuted against any Party B Group Member, whether action is
                  brought against any other Party B Group Member or whether any
                  Party B Group Member is joined in any such action. Each Party
                  B Group Member waives the benefit of any statute of
                  limitations affecting its liability hereunder or the
                  enforcement thereof.

         (ii)     Each Party B Group Member authorizes Party A, without notice
                  of demand and without affecting its liability hereunder, from
                  time to time, to (A) renew, compromise, extend, terminate
                  early or otherwise change the time for payment of, or
                  otherwise change the terms of this Agreement, including the
                  payment terms; (B) take and hold security for the payment of
                  the obligations hereunder and exchange, enforce, waive,
                  release, fail to perfect, sell or otherwise dispose of any
                  such security; (C) apply such security and direct the order or
                  manner of sale thereof as Party A in its discretion may
                  determine; and (D) release or substitute any Party B Group
                  Member.

                                               22

<PAGE>

         (iii)    Each Party B Group Member waives any right to require Party A
                  to (A) proceed against any other Party B Group Member; (B)
                  proceed against or exhaust any security held for the
                  obligations of Party B; or (C) pursue any other remedy in
                  Party A's power whatsoever. Each Party B Group Member hereby
                  waives any defense arising by reason of any disability or
                  other defense of any other Party B Group Member, or the
                  cessation of any cause whatsoever of the liability of Party B,
                  or any claim that the obligations of one Party B Group Member
                  exceed or are more burdensome than those of another Party B
                  Group Member. Until all obligations hereunder of Party B to
                  Party A have been paid in full, no Party B Group Member shall
                  have any right of subrogation, and each Party B Group Member
                  waives any right to enforce any remedy which Party B now has
                  or may hereafter have against Party A, and waives any benefit
                  of and any right to participate in any security now or
                  hereafter held by Party A. Each Party B Group Member waives
                  all presentments, demands for performance, notices of
                  non-performance, protests, notices of protests and notices of
                  dishonor with respect to the. obligations of each other Party
                  B Group Member hereunder.

         (iv)     Each Party B Group Member acknowledges that it has the sole
                  responsibility for obtaining from the other Party B Group
                  Members such information concerning such other Party B Group
                  Members' financial conditions or business operations as may be
                  required by such Party B Group Member, and that Party A has no
                  duty at any time to disclose to Party B any information
                  relating to the business operations or financial conditions of
                  any Party B Group Member.

ACCEPTED AND AGREED:

BANK OF AMERICA, N.A.                        UNIPAC SERVICE CORPORATION

By : /s/ ROGER H. HEINTZELMAN                By: /s/ Terry Heimes
     --------------------------                  -----------------------------
Name: ROGER H. HEINTZELMAN                   Name: Terry Heimes
Title: VICE PRESIDENT                        Title:
Date: [ILLEGIBLE]                                  -----------------------------
                                             Date:
                                                   -----------------------------

                                             NELNET, INC.

                                             By: /s/ Terry Heimes
                                                 -----------------------------
                                             Name: Terry Heimes
                                                   -----------------------------
                                             Title:
                                                   -----------------------------
                                             Date:
                                                   -----------------------------
                                               23

<PAGE>

                            ARTICLES OF AMENDMENT TO

                            ARTICLES OF INCORPORATION

                                       OF

                           UNIPAC SERVICE CORPORATION

         Pursuant to the provisions of Section 21-20,116 Neb.Rev.Stat (Reissue
1997) the above corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

         1.       The name of the corporation is UNIPAC Service Corporation.

         2.       The following amendments to the Articles of Incorporation were
adopted by the stockholders of the corporation in the manner prescribed by the
Nebraska Business Corporation Act:

                  A.       Article I, of the Articles of Incorporation is hereby
         deleted in its entirety and the following inserted in lien thereof:

                  The name of the Corporation shall be Nelnet Loan Services,
                  Inc.

         3.       The number of shares of the corporation common stock
outstanding at the time of the adoption of the above amendment was 2,859.99
shares; and the number of shares entitled to vote thereon was 2,859.99 shares.
All outstanding shares at such time were common stock of the same class and
entitled to the same standing.

         4.       The date that the amendments as set forth above were adopted
was November 13, 2001.

         5.       The number of votes cast for the amendments set forth above
by the only voting group entitled to vote, the common stock holders, was
sufficient for approval by that voting group.

         Dated as of this 16th day of November, 2001.

                                   UNIPAC Service Corporation

                                   By: /s/ Michael S. Dunlap
                                       ------------------------------
                                       Michael S. Dunlap, Chairman of the Board

Articles of Amendment
<PAGE>

                                                                      EXHIBIT II

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

                                [ISDA (R) LOGO]

                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                              CREDIT SUPPORT ANNEX

                             to the Schedule to the

                                MASTER AGREEMENT

                           dated as of August 20,2001

                                    between

BANK OF AMERICA, NA.                  and         UNIPAC SERVICE CORPORATION AND
                                                           NELNET, INC.

   ("Party A")                                             ("Party B")

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

Accordingly, the parties agree as follows:


PARAGRAPH 1. INTERPRETATION

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

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

PARAGRAPH 2. SECURITY INTEREST

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

<PAGE>

      Copyright(C)1994 by International Swaps and Derivatives Association, Inc.

PARAGRAPH 3. CREDIT SUPPORT OBLIGATIONS

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

         (i)      the Credit Support Amount

         exceeds

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

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

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

         exceeds

         (ii)     the Credit Support Amount

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

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

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

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

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

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

(c)      CALCULATIONS. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by

                                                                    ISDA(R) 1994

                                       2

<PAGE>

the Valuation Agent as of the Valuation Time. The Valuation Agent will notify
each party (or the other party, if the Valuation Agent is a party) of its
calculations not later than the Notification Time on the Local Business Day
following the applicable Valuation Date (or in the case of Paragraph 6(d),
following the date of calculation).

(d)      SUBSTITUTIONS.

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

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

PARAGRAPH 5. DISPUTE RESOLUTION

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

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

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

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

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

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

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

                                                                    ISDA(R) 1994

                                       3

<PAGE>

PARAGRAPH 6. HOLDING AND USING POSTED COLLATERAL

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

(b)      ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

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

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

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

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

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

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

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

(d)      DISTRIBUTIONS AND INTEREST AMOUNT.

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

                                                                    ISDA(R) 1994

                                       4

<PAGE>


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

PARAGRAPH 7. EVENTS OF DEFAULT

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

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

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

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

PARAGRAPH 8. CERTAIN RIGHTS AND REMEDIES

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

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

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

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

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

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

                                                                    ISDA(R) 1994

                                       5

<PAGE>

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

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

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

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

         (iv)     to the extent that Posted Collateral or the Interest Amount is
         not so Transferred pursuant to (iii) above, the Pledgor may:

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

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

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

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

PARAGRAPH 9. REPRESENTATIONS

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

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

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

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

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

                                                                    ISDA(R) 1994

                                       6

<PAGE>

PARAGRAPH 10. EXPENSES

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

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

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

PARAGRAPH 11. MISCELLANEOUS

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

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

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

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

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

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

                                                                    ISDA(R) 1994

                                       7

<PAGE>

PARAGRAPH 12. DEFINITIONS

As used in this Annex:-

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

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

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

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

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

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

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

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

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

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

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

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

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

         (z)      360.

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

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

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

                                                                    ISDA(R) 1994

                                       8

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                   ISDA (R) 1994

                                       9

<PAGE>

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

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

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

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

         (i)      Eligible Collateral or Posted Collateral that is:

                  (A)      Cash, the amount thereof; and

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

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

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

                                                                    ISDA(R) 1994

                                       10

<PAGE>

PARAGRAPH 13. ELECTIONS AND VARIABLES

(a)      Security Interest for "Obligations". The term "Obligations" as used in
this Annex includes no additional obligations with respect to Party A or Party
B.

(b)      Credit Support Obligations.

         (i)      "Delivery Amount", "Return Amount" and "Credit Support Amount"
         will have the meanings specified in Paragraphs 3(a), 3(b) and 3,
         respectively.

         (ii)     The following items will qualify as "Eligible Collateral" for
         Party A and Party B:

<TABLE>
<CAPTION>
                                                                                   Valuation
                                                                                   Percentage
<S>      <C>                                                                      <C>
(A)      Cash (U.S. Dollars)                                                           100%

(B)      U.S. Treasury Obligations and U.S. Government Agency Fixed Rate Fixed        99.5%
         Maturity Securities, and U.S. Government Agency Single Class
         Mortgage-Backed Securities, having, in each case, remaining stated
         maturity as of the relevant Valuation Date of not more than one year

(C)      U.S. Treasury Obligations and U.S. Government Agency Fixed Rate Fixed          98%
         Maturity Securities, and U.S. Government Agency Single Class
         Mortgage-Backed Securities, having, in each case, remaining stated
         maturity as of the relevant Valuation Date of more than one year but
         not more than 5 years

(D)      U.S. Treasury Obligations and U.S. Government. Agency Fixed Rate Fixed         95%
         Maturity Securities, and U.S. Government Agency Single Class
         Mortgage-Backed Securities, having, in each case, remaining stated
         maturity as of the relevant Valuation Date of more than 5 years

(E)      U.S. Treasury STRIPS                                                           90%

(F)      Other U.S. Government Agency Mortgage-Backed Securities                        90%

(G)      Other collateral as agreed to by the parties in any Confirmation         As specified
                                                                                     in the
                                                                                    relevant
                                                                                  Confirmation
</TABLE>

For purposes of this Paragraph 13(b)(ii):

                                                                    ISDA(R) 1994

                                       11

<PAGE>

(I)      A "U.S. Treasury Obligation" means a negotiable obligation issued by
the United States Treasury Department which meets all of the requirements
numbered (1) through (4) of the definition of "U.S. Government Agency Fixed Rate
Fixed Maturity Security". (However, for purposes of this Paragraph 13(b)(ii), a
"U.S. Treasury Obligation" does not include "U.S. Treasury STRIPS", as defined
hereinbelow.)

(II)     A "U.S. Government Agency Fixed Rate Fixed Maturity Security" means a
negotiable obligation which (x) is issued by the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation or is issued on behalf
of all of the Federal Home Loan Banks in the Federal Home Loan Bank System and
constitutes the joint and several obligation of all of the Federal Home Loan
Banks and (y) meets all of the following requirements:

         (1)      it is a debt obligation in a stated fixed U.S. dollar
         principal amount and its stated fixed U.S. dollar principal amount has
         a non-variable fixed maturity and cannot be called for redemption by
         its issuer before its maturity and cannot be put to its issuer for
         redemption before its maturity;

         (2)      it bears interest on its stated fixed U.S. dollar principal
         amount at a non-variable fixed rate throughout its life until its
         maturity (or, in the case of an obligation with an original maturity at
         issuance of one year or less, bears no interest at all);

         (3)      it is the unconditional direct obligation of its issuer or is
         the unconditional direct joint and several obligation of all of the
         Federal Home Loan Banks; and

         (4)      it is issued in uncertificated form and is transferable only
         on the securities transfer system of the Federal Reserve System.

(III)    "U.S. Treasury STRIPS" means securities which are interest components
or principal components stripped from U.S. Treasury Obligations (as defined
hereinabove) under the program of the United States Department of Treasury
called "Separate Trading of Registered Interest and Principal Securities".

(IV)     A "U.S. Government Agency Single Class Mortgage-Backed Security" means
a negotiable obligation which is issued or guaranteed by the Government National
Mortgage Association, the Federal National Mortgage Association or the Federal
Home Loan Mortgage Corporation (each, an "Agency") and which meets all of the
following requirements:

         (1)      it represents the right to receive payment of principal and
         interest payable under first lien single family residential mortgage
         loans (the "Loans") in one or more pools and it either is an undivided
         interest in the Loans or is directly or indirectly secured by the
         Loans;

         (2)      all such obligations issued with respect to any such pools of
         Loans constitute a single class of such obligations and each such
         obligation represents the right to receive a prorata share of all
         principal and interest payable under all Loans in such pools;

         (3)      full payment of principal and interest payable under the
         obligation is either the unconditional direct obligation of one of the
         Agencies or is unconditionally and fully guaranteed by one of the
         Agencies; and
                                                                    ISDA(R) 1994

                                       12

<PAGE>

         (4)      either (x) it is issued in uncertificated form and is
         transferable only on the securities transfer system of the Federal
         Reserve System or (y) it is issued in the form of a certificate which
         is held by the Participants Trust Corporation ("PTC") or PTC's nominee
         and interests therein are transferable only by entry on the books of
         PTC or PTC's nominee (or the custodian or transfer agent for PTC or
         PTC's nominee), or (z) it is issued in the form of a certificate which
         is held by the Depository Trust Company ("DTC") or DTC's nominee and
         interests therein are transferable only by entry on the books of DTC or
         DTC's nominee (or the custodian or transfer agent for DTC or DTC's
         nominee).

(V)      An "Other U.S. Government Agency Mortgage-Backed Security" means a
negotiable obligation which is issued or guaranteed by an Agency and which is
not a U.S. Government Agency Single Class Mortgage-Backed Security and which
meets all of the following requirements:

         (1)      it represents the right to receive payment of principal and
         interest payable under first lien single family residential mortgage
         loans (the "Loans") in one or more pools and it either is an undivided
         interest in the Loans or is directly or indirectly secured by the
         Loans;

         (2)      market prices for it are (at the time of Transfer to Secured
         Party and on each Valuation Date thereafter) obtained from independent
         third party pricing vendors;

         (3)      full payment of principal and interest payable under the
         obligation is either the unconditional direct obligation of one of the
         Agencies or is unconditionally and fully guaranteed by one of the
         Agencies; and

         (4)      either (x) it is issued in uncertificated form and is
         transferable only on the securities transfer system of the Federal
         Reserve System or (y) it is issued in the form of a certificate which
         is held by the Participants Trust Corporation ("PTC") or PTC's nominee
         and interests therein are transferable only by entry on the books of
         PTC or PTC's nominee (or the custodian or transfer agent for PTC or
         PTC's nominee), or (z) it is issued in the form of a certificate which
         is held by the Depository Trust Company ("DTC") or DTC's nominee and
         interests therein are transferable only by entry on the books of DTC or
         DTC's nominee (or the custodian or transfer agent for DTC or DTC's
         nominee).

(iii)    There shall be no "Other Eligible Support" for Party A or Party B for
purposes of this Annex.

(iv)     Thresholds.

         (A)      "Independent Amount" means with respect to Party A: $0
                  "Independent Amount" means, with respect to Party B: $0

         (B)      "Threshold" means with respect to Party A: $ 5,000,000
                  "Threshold" means with respect to Party B: $ 5,000,000

                  Provided, that the Threshold with respect to Party A and Party
                  B shall be zero ($0), so long as an Event of Default is
                  continuing with respect to such party.

         (C)      "Minimum Transfer Amount" means with respect to Party A:
                  $250,000
                  "Minimum Transfer Amount" means with respect to Party B:
                  $250,000

                                                                    ISDA(R) 1994

                                       13
<PAGE>

         (D)      Rounding. The Delivery Amount will be rounded up and the
                  Return Amount will be rounded down to the nearest integral
                  multiple of $100,000.00, respectively.

(c)      Valuation and Timing.

         (i)      "Valuation Agent" means, for the purposes of Paragraphs 3 and
         5, the party making the demand under Paragraph 3, and, for the purposes
         of Paragraph 6(d), the Secured Party receiving or deemed to receive the
         Distributions or the Interest Amount, as applicable.

         (ii)     "Valuation Date" means: Each and every Local Business Day
         commencing on the first such date following the date hereof.

         (iii)    "Valuation Time" means:

              [ ]      the close of business in the city of the Valuation Agent
                       on the Valuation Date or date of calculation, as
                       applicable;

              [X]      the close of business on the Local Business Day before
                       the Valuation Date or date of calculation, as applicable;

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

         (iv)     "Notification Time" means 1:00 p.m., New York time, on a
         Local Business Day.

(d)      Conditions Precedent and Secured Party's Rights and Remedies. The
         following Termination Event(s) will be a "Specified Condition" for each
         party (that party being the Affected Party if the Termination Event
         occurs with respect to that party) for the purposes of the Paragraphs
         specified below:

<TABLE>
<CAPTION>
                                 Paragraph 4(a)        Paragraph 6(c). 8(a) and (b)
                                 --------------        ----------------------------
<S>                              <C>                   <C>
Illegality                            [X]                          [ ]
Tax Event                             [X]                          [ ]
Tax Event Upon Merger                 [X]                          [ ]
Credit Event Upon Merger              [X]                          [X]
Additional Termination Event          [X]                          [X]
</TABLE>

(e)      Substitution.

         (i)      "Substitution Date" means the Local Business Day in New York
         on which the Secured Party is able to confirm irrevocable receipt of
         the Substitute Credit Support, provided that (x) such receipt is
         confirmed before 3:00 p.m. (New York time) on such Local Business Day
         in New York and (y) the Secured Party has received, before 1:00 p.m.
         (New York time) on the immediately preceding Local Business Day in New
         York, the notice of substitution described in Paragraph 4(d)(i).

         (ii)     Consent. The Pledgor is not required to obtain the Secured
         Party's consent for any substitution pursuant to Paragraph 4(d).

(f)      Dispute Resolution.

                                                                    ISDA(R) 1994

                                       14

<PAGE>

         (i)      "Resolution Time" means 1:00 p.m., New York time, on the Local
         Business Day following the date on which a notice is given that gives
         rise to a dispute under Paragraph 5.

         (ii)     Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the
         Value of Posted Credit Support will be calculated as follows: for Cash,
         the U.S. dollar value thereof, and for each item of Eligible Collateral
         (except for Cash), an amount in U.S. dollars equal to the product of
         (i) either (A) the bid price for such security quoted on such day by a
         principal market-maker for such security selected in good faith by the
         Secured Party or (B) the most recent publicly available bid price for
         such security as reported by a quotation service or in a medium
         selected in good faith and in a commercially reasonable manner by
         Secured Party, multiplied by (ii) the percentage figure listed in
         Paragraph 13(b)(ii) hereof with respect to such security.

         (iii)    Alternative. The provisions of Paragraph 5 will apply.

(g)      Holding and Using Posted Collateral.

         (i)      Eligibility to Hold Posted Collateral; Custodians. Party A and
         its Custodian, and Party B and its Custodian, will be entitled to hold
         Posted Collateral, as applicable, pursuant to Paragraph 6(b); provided
         that the following conditions applicable to each party are satisfied:

                  (A)      Party A, as the Secured Party, is not a Defaulting
                  Party.

                  (B)      Party B, as the Secured Party, is not a Defaulting
                  Party.

                  (C)      Each party hereby covenants and agrees that it will
                  cause all Posted Collateral received from the other party to
                  be entered in one or more accounts (each, a "Collateral
                  Account") with a domestic office of a commercial bank, trust
                  company or financial institution organized under the laws of
                  the United States (or any state or a political subdivision
                  thereof) having assets of at least $10 Billion and a long term
                  debt or deposit rating of at least (i) Baa2 from Moody's
                  Investors Services, Inc. and (ii) BBB from Standard and Poor's
                  (a "Qualified Institution"), each of which accounts may
                  include property of other parties but will bear a title
                  indicating the Secured Party's interest in said account and
                  the Posted Collateral in such account. In addition the Secured
                  Party may direct the Pledgor to transfer or deliver Eligible
                  Collateral directly into the Secured Party's Collateral
                  Account(s). If otherwise qualified, the Secured Party may act
                  as such Qualified Institution and the Secured Party may move
                  the Collateral Accounts from one Qualified Institution to
                  another upon reasonable notice to the Pledgor. The Secured
                  Party shall cause statements concerning the Posted Collateral
                  transferred or delivered by the Pledgor to be sent to the
                  Pledgor on request, which may not be made more frequently than
                  once in each calendar month.

         Initially the Custodian, for Party A and Party B is:- Not applicable.

         (ii)     Use of Posted Collateral. The provisions of Paragraph 6(c)
         will apply to Party A and will not apply to Party B.

(h)      Distributions and Interest Amount.

         (i)      The "Interest Rate", with respect to cash Collateral, will be
         the Federal Funds Rate which means, for any day, the simple interest
         rate per annum (rounded upward, if necessary, to the nearest 1/lOOth of
         1%) equal to the weighted average of the rates on overnight Federal
         funds transactions with members of the Federal Reserve System arranged
         by Federal funds brokers on such day, as

                                                                    ISDA(R) 1994

                                       15
<PAGE>

         published by the Federal Reserve Bank of New York on the Local Business
         Day next succeeding such day, provided that (a) if such day is not a
         Local Business Day, the Federal Funds Rate for such day shall be such
         rate on such transactions on the next preceding Local Business Day, and
         (b) if no such rate is so published on such next succeeding Local
         Business Day, the Federal Funds Rate for such day shall be the
         arithmetic mean of the rates for the last transaction in overnight
         Federal funds arranged by three leading brokers of Federal funds
         transactions in New York City selected by Bank of America in good faith
         on such day.

         (ii)     The "Transfer of Interest Amount" will be made within 3 Local
         Business Days after the last Local Business Day of each calendar month.

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

(i)      Additional Representations. None.

(j)      Other Eligible Support and Other Posted Support. Not Applicable

(k)      Demands and Notices. All demands, specifications and notices made by a
         party to this Annex will be made pursuant to the Notices Section of
         this Agreement.

             Party A: Bank of America, N. A.
                      Sears Tower
                      233 South Wacker Drive, Suite 2800
                      Chicago, Illinois 60606-6306

                      Telephone No.: (312)234-3030
                      Facsimile:     (312)234-2731

             Party B: NELnet, Inc., as agent for all Party B Group Members
                      121 S 13th St., Suite 301
                      Lincoln, NE 68508
                      Attn: Terry Heimes
                      Telephone No.: (402)458-2303
                      Facsimile:     (402)458-2399

(1)      Addresses for Transfers.

             Party A: Cash/Interest Payments: (USD Only)
                      Bank of America--Chicago, IL
                      ABA# 071 000 039
                      FOR: Bank of America, N.A. ARB Account
                      Account# 8188311449

                      Eligible Collateral (other than cash):
                      BK AMERICA NC/DEALER
                      ABA #053 000 196

             Party B: Cash:

                                                                    ISDA(R) 1994

                                       16
<PAGE>

                  Eligible Collateral (other than cash):

(m)      Other Provisions.

         (i)      This Credit Support Annex is a Security Agreement under the
                  New York UCC.

         (ii)     Paragraph 8(d) is hereby amended by striking the words "or
                  thereafter may become" in line 1 thereof.

ACCEPTED AND AGREED:

BANK OF AMERICA, N.A.                                 UNIPAC SERVICE CORPORATION

BY: /s/ Roger H. Heintzelman                          BY: /s/ Terry Heimes
    ----------------------------------                    ----------------------
    Name:  Roger H. Heintzelman                           Name: Terry Heimes
    Title: Vice President                                 Title:
    Date:  10/1/01                                        Date:

                                                      NELNET, INC.

                                                      BY: /s/ Terry Heimes
                                                          ----------------------
                                                          Name: Terry Heimes
                                                          Title:
                                                          Date:

                                                                    ISDA(R) 1994

                                       17