Exhibit 2.1

PLAN OF REORGANIZATION, PLAN OF MERGER AND MERGER AGREEMENT

This Plan of Reorganization, Plan of Merger and Merger Agreement (the "Agreement") is entered into as of the 14th day of October, 1999, by and between Union Financial Services, Inc., a Nevada corporation ("UFS") and National Education Loan Network, Inc., a Nevada corporation (the "Corporation").

WHEREAS, UFS is the sole owner of all of the capital stock ("Company Stock") of the Corporation; and

WHEREAS, the Corporation is the sole shareholder of NHELP, Inc., a Nevada corporation, NEBHELP, INC., a Nebraska corporation, NHELP-I, Inc., a Nevada corporation, NHELP-II, Inc., a Nevada corporation, NHELP-III, a Nevada corporation, National Higher Education Loan Program, Inc., a Nebraska corporation, and Maine Higher Education Loan Program, Inc. (collectively, the "Subsidiaries"); and

WHEREAS, the Corporation and the Subsidiaries (collectively, the "Companies") are in the business of acquiring, holding beneficial interests in and financing guaranteed student loans under the Federal Family Educational Loan Program; and

WHEREAS, the Corporation is desirous of merging with UFS on the terms and conditions set forth herein, with UFS being the surviving corporation of the merger (the "Merger").

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto covenant and agree as follows:

1. THE MERGER.

(a) Merger of the Corporation into UFS. In accordance with Chapter 92A of the Nevada Revised Statutes, and subject to the terms and conditions set forth herein, on the Effective Date (defined below), the Corporation shall be merged with and into UFS, which shall be the surviving corporation and whose name shall continue to be "Union Financial Services, Inc."

(b) Intention of the Parties.

(i) It is the intention of the parties that the ownership of the Corporation and its business as a going concern, its good will and all properties, assets and rights wheresoever located, including those reflected in the Corporation's Financial Statements (as defined below), shall be transferred, as part of the merger described herein, to UFS as provided herein as of the Closing Date and remain the business, goodwill, properties, assets and rights of UFS as of and after the Closing Date.

(ii) It is the intention of the parties that this transaction qualify as a tax free reorganization within the meaning of the Internal Revenue Code of 1986, as amended. The parties hereto agree to amend or modify this Agreement in any reasonable manner necessary or appropriate to accomplish such tax free reorganization.

2. CONVERSION AND EXCHANGE OF SHARES. As of the Effective Date, by virtue of the Merger and without any action on the part of UFS, the Corporation, or any holder of the outstanding shares of the corporations participating in the Merger:

(a) Conversion of Company Stock. Each outstanding share of the Company Stock issued and outstanding immediately prior to the Effective Date (defined below) shall be canceled and extinguished, and shall cease to exist by virtue of the Merger and without any action on the part of the holders thereof.

(b) Surrender of Share Certificates. On the Effective Date, the Corporation's shareholders shall surrender any and all outstanding certificates theretofor representing shares of the Company Stock to UFS together with any and all documents required by Section 4.

(c) Articles of Incorporation and Bylaws. On the Effective Date (as hereinafter defined), the Articles of Incorporation of UFS, as in effect immediately prior to the Effective Date, shall not be amended by this Agreement, and until further amended shall be and remain the Articles of Incorporation of UFS. At the Effective Date, the Bylaws of the Corporation shall be and remain the Bylaws of UFS until altered, amended or repealed.

(d) Directors and Officers. From and after the Effective Date, until successors are duly elected or appointed in accordance with the applicable law and the bylaws, the directors and officers of UFS on the Effective Date shall continue to be the directors and officers of UFS.

(e) UFS. On the Effective Date, the separate existence of the Corporation shall cease and the Corporation shall be merged with and into UFS. UFS shall, from and after the Effective Date, possess all the rights, privileges, powers and franchises of whatsoever nature and description, as well of a public as of a private nature, and subject to all of the restrictions, disabilities and duties of each of UFS and the Corporation (the "Constituent Corporations"), and all rights, privileges, powers and franchises of each of the Constituent Corporations on whatever account as well as for stock subscription as all other things in action or belonging to each of the Constituent Corporations shall be vested in UFS; and all property, rights, privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of UFS as they were of the several and respective Constituent Corporations shall not revert or be in any way or impaired by reason of such merger. All rights of creditors and all liens upon property of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, and duties of the Constituent Corporations shall thenceforth attach to UFS, and may be enforced against it to the same extent as if such said debts, liabilities, and duties have been incurred or contracted by it. Any claim existing or action or proceeding, whether civil, criminal, or administrative, pending by or against either Constituent Corporation may be prosecuted to judgment or decree as if such merger had not taken place or UFS may

be substituted in such action or proceeding. In addition, any reference to either UFS or to the Corporation in any agreement or document, whether executed or taking effect before or after the Effective Date, shall be considered a reference to UFS if not inconsistent with the other provisions of the agreement or document.

(f) Method of Effecting Merger and Effective Date. On the Closing Date, the parties hereto will cause the Merger to be consummated by delivering to the Secretary of State of the State of Nevada, for filing, Articles of Merger in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of Chapter 92A of the Nevada Revised Statutes. The Merger shall be effective (the "Effective Date") upon the filing of the Articles of Merger with the Secretary of State of the State of Nevada.

(g) Additional Actions. If, at any time after the Effective Date, UFS shall consider or be advised that any further deeds, assignments, or assurances in law or any other acts are necessary or desirable to (i) vest, perfect, or confirm, of record or otherwise, in UFS its right, title, or interest in, to or under any of the rights, properties, or assets of the Corporation and the Subsidiaries, or (ii) otherwise carry out the purposes of this Agreement, the Corporation and its officers and directors shall be deemed to have granted to UFS an irrevocable power of attorney to execute and deliver all such deeds, assignments, or assurances in law and to do all acts necessary or proper to vest, perfect, or confirm title to and possession of such rights, properties, or assets in UFS and otherwise to carry out the purposes of this Agreement, and the officers and directors of UFS are authorized in the name of the Corporation or otherwise to take any and all such action.

3. CLOSING. Unless otherwise agreed to by written agreement of the parties to this Agreement, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place on October 14, 1999 (the "Closing Date").

4. EXECUTION AND DELIVERY OF CLOSING DOCUMENTS. At the Closing, the parties shall execute and deliver each agreement and instrument required by this Agreement to be executed and delivered and not then previously accomplished. At the Effective Date, the Corporation shall execute and deliver, or cause to be executed and delivered, the following:

(i) the certificate or certificates representing all issued and outstanding shares of Company Stock as may be in the Corporation's possession together with such endorsements, letters of tender and transmittal, stock powers and other documents as UFS shall reasonably request;

(ii) the certificate or certificates representing the stock of the Subsidiaries and the corporate minute book for each of the Subsidiaries; and

(iii) such other instruments and documents as may, in the opinion of counsel for UFS, be reasonably necessary to fully consummate the Merger and the other transactions contemplated by this Agreement.

5. FURTHER ASSURANCES. At and after the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as may be reasonably necessary or advisable in order to consummate the transactions contemplated by this Agreement and to vest more fully in UFS complete ownership of the Corporation.

6. REPRESENTATION AND WARRANTIES OF THE CORPORATION. The Corporation represents and warrants to UFS with regard to the Companies, as follows:

(a) Organization and Good Standing of the Companies.

(i) The Corporation is duly organized, validly existing and in good standing under the laws of the State of Nevada.

(ii) The Subsidiaries are corporations which are duly organized, validly existing and in good standing under the laws of their respective states of incorporation.

(b) Subsidiaries and Other Investments. None of the Companies owns, directly or indirectly, any of the capital stock of any other corporation or any equity, participation, or other interest in any corporation, partnership, joint venture or other noncorporate entity, except that the Corporation is the owner of all of the capital stock of each of the Subsidiaries, and except for NEBHELP, INC.'s interest in the NEBHELP Trust and NHELP-II, Inc.'s membership in NHELP-II, LLC.

(c) Power and Authority. The Corporation has the corporate power and authority, and possesses all licenses and permits required by governmental authorities, to own, lease and operate its properties and assets and to carry on its business as currently being conducted, and all the licenses and permits of the Corporation are presently valid and in good standing and no other licenses, permits or certificates are required for the operation of any of the Corporation's assets used in connection with the Corporation's business.

(d) Authority and Validity. The Corporation has the legal capacity and authority to execute, deliver and perform its obligations under this Agreement and the other documents executed or required to be executed by the Corporation in connection with this Agreement.

(e) Binding Effect. This Agreement and the other documents executed or required to be executed by the Corporation in connection with this Agreement are, or will be when executed and delivered, the legal, valid and binding obligations of the Corporation, enforceable in accordance with their respective terms.

(f) Compliance with Laws. The Corporation and the Subsidiaries are in compliance with all laws applicable to its business and assets, except where such would not have a material adverse effect on such business or assets.

(g) Financial Statements. The Corporation has delivered to UFS true, correct and complete copies of financial statements of the Corporation (the "Financial Statements"). The Financial Statements present fairly in all material respects the assets, liabilities, and financial position of the Corporation as of the date thereof and the results from operations for the period then ended in conformity with generally accepted accounting principles applied on a consistent basis.

(h) No Material Undisclosed Liabilities. There is no material liability as defined by generally accepted accounting practices, loss, contingency, contractual liability or obligation of the Corporation of any nature, whether absolute, accrued, contingent or otherwise, other than the liabilities and obligations that are fully reflected, accrued or reserved against the Financial Statements, for which the reserves are appropriate and reasonable.

(i) Survival of Representations. The representations and warranties made within this Agreement will be correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date, and said representations and warranties shall survive the Closing and not merge into the closing documents but shall be in addition to these documents.

7. REPRESENTATIONS AND WARRANTIES OF UFS. UFS represents and warrants to the Corporation as follows:

(a) Organization and Good Standing of UFS. UFS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

(b) Power and Authority. UFS has the corporate power and authority to merge with the Corporation and to assume the obligations to be performed by it hereunder, to own, lease and operate its properties and assets and to carry on its business as currently being conducted, and to consummate the transaction herein contemplated.

(c) Binding Effect. This Agreement and the other documents executed or required to be executed by UFS in connection with this Agreement are, or will be when executed and delivered, the legal, valid and binding obligations of UFS, enforceable in accordance with their respective terms. The execution of this Agreement and the performance by UFS of the various terms and provisions hereof will not violate the Articles of Incorporation or Bylaws of UFS or any material indenture contract or other instrument to which UFS is bound or require the consent of any third party or that such consent will be obtained within a reasonable time after Closing.

8. ENTIRE AGREEMENT. This Agreement and any Exhibits attached hereto contain the complete agreement among the parties with respect to the transactions contemplated hereby and supersede all prior agreements and understandings among the parties with respect to such transactions.

9. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one original.

10. NOTICES. All notices, demands, requests, or other communications that may be or are required to be given, served or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be mailed by certified mail, return receipt requested, or by verifiable overnight delivery postage prepaid, or by facsimile transmission with receipt acknowledged, or transmitted by hand delivery, addressed as follows:

If to UFS:

Union Financial Services, Inc.
Attention: Ronald W. Page
1801 California Ste 3920
Denver CO 80202
Telephone: (303) 292-6930
Facsimile: (303) 292-0995

If to the Corporation:

National Education Loan Network, Inc.
Attention: Don Bouc
121 S. 13th Street, Ste. 301
Lincoln Square
Lincoln, NE 68508
Telephone: (402) 458-2300
Facsimile: (402) 458-2399

Each party may designate by notice in writing a new address to which any communication may thereafter be so given, served or sent. Each notice or communication that is mailed or delivered in the manner described above shall be deemed given at such time as it is delivered to the addressee (with the return receipt, the delivery receipt or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

11. SUCCESSORS AND ASSIGNS. This Agreement and the rights, interest, and obligations hereunder shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including but not limited to successors and assigns by merger, purchase, liquidation or other acquisition or disposition.

12. WAIVER OF MAILING REQUIREMENT. UFS, as the sole shareholder of the Company Stock, hereby waives the requirement of mailing the Articles of Merger pursuant to Section 92A.180 Nevada Revised Statutes.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Union Financial Services, Inc.

         /s/ Stephen Butterfield
By:    ________________________________

        President
Title: ________________________________

National Education Loan Network, Inc.

       /s/ Don Bouc
By:    ________________________________
       Don Bouc, President

Exhibit 2.2

ARTICLES OF MERGER

Pursuant to the provisions of the Nevada General Corporation Laws, Union Financial Services, Inc. hereby certifies the following:

1. Union Financial Services, Inc., a Nevada corporation, as a constituent entity, and National Education Loan Network, Inc., a Nevada corporation, as a constituent entity, are hereby merged and that the above named Union Financial Services, Inc. is the surviving corporation pursuant to the Plan of Reorganization, Plan of Merger and Merger Agreement dated as of October 14,1999 (the "Plan of Merger").

2. The Board of Directors of Union Financial Services, Inc., by an Action by Unanimous Written Consent of the Board of Directors dated as of October 14, 1999, approved, ratified and adopted the Plan of Merger set forth in these articles.

3. The Board of Directors of National Education Loan Network, Inc., by an Action by Unanimous Written Consent of the Board of Directors dated as of October 14, 1999, approved, ratified and adopted the Plan of Merger set forth in these articles.

4. Approval of the owners of Union Financial Services, Inc., as parent, was not required under Section 92A.130 of the Nevada Revised Statutes.

5. The Plan of Merger was unanimously approved by Union Financial Services, Inc., being the sole shareholder of National Education Loan Network, Inc. in an action by written consent of the said sole shareholder dated as of October 14,1999. Said sole shareholder voted all 1,000 shares of National Education Loan Network, Inc. common stock which are issued and outstanding in favor of adoption of the Plan of Merger.

6. There is no amendment to the Articles of Incorporation of Union Financial Services, Inc., as surviving corporation.

7. The complete executed Plan of Merger is on file at the place of business of Union Financial Services, Inc. at 121 S. 13th Street, Suite 301, Lincoln, NE 68506, Attention: Don Bouc.

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

Union Financial Services, Inc.

By: /s/ Stephen F. Butterfield
    ---------------------------------
    Stephen F. Butterfield, President

[STAMP]

By: /s/ Michael S. Dunlap
    ----------------------------
    Michael S. Dunlap, Secretary

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

National Education Loan Network, Inc.

                                       By: /s/ Don Bouc
                                           -------------------------------------
                                           Don Bouc, President

By: /s/ Don Bouc
    ----------------
    Don Bouc, Secretary

STATE OF NEBRASKA      )
                       )  ss.
COUNTY OF LANCASTER)

I, Eleanor Jean Dier, a Notary Public, do hereby certify that on the 14th day of October, 1999, personally appeared before me Don Bouc, who being by me first duly sworn, declared that he is the President of National Education Loan Network, Inc., that he signed the foregoing documents as President of the corporation, and that the statements therein contained are true.

                                           Eleanor Jean Dier
                                           -------------------------------------
[STAMP]                                    Notary Public

My Commission Expires:

7 - 25 - 2002

Exhibit 2.3

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization, dated as of March 1, 2000 (the "Agreement"), is by and among UNIPAC Service Corporation, a Nebraska corporation ("Parent"), NelNet, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent ("Subsidiary") and National Education Loan Network, Inc., a Nevada corporation ("Company").

WHEREAS, the Boards of Directors of Parent, Subsidiary and Company have approved the merger of Company with and into Subsidiary pursuant to this Agreement (the "Merger") and the transactions contemplated hereby upon the terms and subject to the conditions set forth herein; and

WHEREAS, it is intended that the Merger will be treated as a reorganization under Sections 368(a)(1)(A) and (a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I
THE MERGER

SECTION 1.1 THE MERGER. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.2), Company shall be merged with and into Subsidiary and the separate existence of Company shall thereupon cease. Subsidiary shall be the surviving corporation in the Merger (hereinafter sometimes referred to as the "Surviving Corporation").

SECTION 1.2 EFFECTIVE TIME OF THE MERGER. The Merger shall become effective at such time (the "Effective Time") as Articles of Merger, in the form set forth as Exhibit 1.2 hereto, are filed with the Secretary of State of the State of Nevada (the "Merger Filing"); such filing shall be made simultaneously with or as soon as practicable after the Closing (as defined in Section 3.3).

ARTICLE II
THE SURVIVING AND PARENT CORPORATIONS

SECTION 2.1 EFFECTS OF THE MERGER. At the Effective Time, the Surviving Corporation will continue to be governed by the laws of the State of Nevada, and the separate corporate existence of Surviving Corporation and all of its rights, privileges, immunities and franchises, and all its duties and liabilities as a corporation organized under the Nevada General Corporation Law, shall continue unaffected by the Merger. At the Effective Time, (i) the Articles of Incorporation of Subsidiary, as in effect immediately prior to the Effective Time, shall be the

Articles of Incorporation of Subsidiary as the surviving corporation in the Merger until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the By-laws of Subsidiary, as in effect immediately prior to the Effective Time, shall be the By-laws of Subsidiary as the surviving corporation in the Merger, until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such By-laws. Subject to the foregoing, the additional effects of the Merger shall be as provided in the applicable provisions of Chapter 92A of the Nevada General Corporation Law.

SECTION 2.2 DIRECTORS. Effective as of Effective Time, all members of the Board of Directors of Subsidiary shall remain as members of the Board of Directors of the Surviving Corporation until resignation or appointment of successors, in accordance with Subsidiary's By-laws.

SECTION 2.3 OFFICERS. Immediately after the Board of Directors referred to in Section 2.2 is constituted, Parent shall cause all such corporate action to be taken as may be necessary to cause Michael S. Dunlap, Chairman of the company, Don Bouc, President of the Company, and Stephen F. Butterfield, Vice President of the Company, to each become officers of the Surviving Corporation.

ARTICLE III
CONVERSION OF SHARES

SECTION 3.1 EFFECT OF THE MERGER ON CAPITAL STOCK. At the Effective
Time:

(a) Each then outstanding share of Class B common stock, par value $0.10 per share of the Company and preferred stock, par value $0.50 per share of Company ("Common Stock") (other than those shares of Class B common stock of the Company held by Stephen F. Butterfield and/or Michael S. Dunlap, other than those shares of Common Stock held in the treasury of Company, and other than shares of nonvoting Common Stock the holders of which have perfected any dissenter's rights that they may have under the Nevada General Corporation Law and which have not withdrawn or lost such rights ("Dissenting Shares")) will be converted into a right to receive one (1) share of Class B common stock, par value $0.10 per share, of Parent ("Parent Class B Common Stock"). Each then outstanding share of Class B Common stock held by Stephen F. Butterfield will be converted into a right to receive 0.9809 of a share of Parent Class B Common Stock. Each then outstanding share of Class B Common Stock held by Michael S. Dunlap will be converted into a right to receive 0.9875 of a share of Parent Class B Common Stock.

(b) Each then outstanding share of Class A common stock, par value $0.10 per share, of Company ("Class A Common Stock") (other than those shares of Class A Stock held in the treasury of Company, and other than Dissenting Shares) will be converted into a right to receive 1.86 shares of Class A common stock, par value $0.10 per share, of Parent ("Parent Class A Common Stock").

(c) Each then outstanding share of Common Stock of Company will be canceled and retired, and each share of Common Stock issued and held in Company's treasury will be canceled and retired, without further action.

(d) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of Parent, each issued and outstanding share of common stock of Parent shall continue unchanged.

SECTION 3.2 EXCHANGE OF CERTIFICATES.

(a) As of the Effective Time, each holder of an outstanding certificate which immediately prior to the Effective Time represented shares of stock and which was surrendered to Parent in accordance with
Section 3.2(b) hereof shall be entitled to receive in exchange therefor, a certificate or certificates theretofore representing the number of whole shares of Parent Common Stock, to which such holder is entitled pursuant to Section 3.1.

(b) Within ten (10) days after approval of this Agreement and the Merger by the requisite number of shareholders of Company in accordance with Section 92A.120 of the Nevada General Corporation Law ("Company Shareholders' Approval"), Parent shall mail to each holder of record of a certificate or certificates that as of the date of such approval, represented outstanding shares of Common Stock (the "Company Certificates"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Company Certificates shall pass, only upon actual delivery of Company Certificates to Parent); and (ii) instructions for use in effecting the surrender of Company Certificates in exchange for certificates representing shares of Parent Common Stock. Such instructions shall instruct such holder to deliver to Parent their respective Company Certificates within twenty (20) days from the date such holder receives the form letter of transmittal, together with a duly executed and completed letter of transmittal and such other documents as the Parent shall reasonably require. Thereafter, at and after the Effective Time, each holder of shares of Common Stock, upon delivery of their respective Company Certificates, together with a duly executed letter of transmittal, shall be entitled to receive in exchange therefor the consideration to which such holder is entitled pursuant to
Section 3.1, and Company Certificates so surrendered shall forthwith be canceled. Notwithstanding the foregoing, no party hereto shall be liable to a holder of shares of Common Stock for any shares of Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

(c) Notwithstanding any provision of this Agreement to the contrary, Dissenting Shares shall not be converted into or represent a right to receive the consideration to which other shares of Common Stock other than Dissenting

Shares are entitled pursuant to this Article III, but the holder of Dissenting Shares shall only be entitled to such rights as are granted by Chapter 92A of the Nevada General Corporation Law. If a holder of shares of Common Stock who pursues dissenters' rights with respect to those shares under Chapter 92A of the Nevada General Corporation Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent, then, as of the Effective Time or the occurrence of such event, whichever last occurs, those shares of Common Stock shall be converted into and represent only the right to receive the consideration as provided in Article III, without interest, upon the surrender of the Company Certificate or Company Certificates representing those shares of Common Stock. Company shall give Parent prompt notice of any written demands made pursuant to dissenting shareholders rights under Chapter 92A of the Nevada General Corporation Law with respect to any shares of Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Chapter 92A of the Nevada General Corporation Law received by Company relating to a shareholder's right to dissent. Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands made pursuant to such dissenters' rights with respect to any shares of Common Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands. Parent shall contribute to Company or the Surviving Corporation, as the case may be, sufficient funds to enable Company or the Surviving Corporation to make, or shall itself directly make, any payments required to be made to holders of Dissenting Shares.

(d) Anything to the contrary notwithstanding in this Section 3.2, if this Agreement is terminated pursuant to Article IX, any Company Certificate or Company Certificates which have been surrendered to Parent shall be promptly returned to the persons submitting the same.

(e) Until surrendered and exchanged in accordance with this Section 3.2, each Company Certificate shall, after the Effective Time, represent solely the right to receive the Parent Common Stock, to which the holder of such Company Certificate is entitled to hereunder, and shall have no other rights. At the Effective Time, the stock transfer books of Company will be closed and no transfer of shares of Common Stock will thereafter be made.

SECTION 3.3 CLOSING. The closing (the "Closing") of the transactions contemplated by this Agreement shall take place at a place mutually agreed upon within five (5) business days immediately following the date on which the last of the conditions set forth in Article VIII is fulfilled or waived, or at such other time and place as Parent and Company shall agree (the date on which the Closing occurs being the "Closing Date").

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY

Parent and Subsidiary each represent and warrant to Company as follows:

SECTION 4.1 ORGANIZATION AND QUALIFICATION. Each of Parent and Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Parent and Subsidiary is qualified to do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing will not, when taken together with all other such failures, have a material adverse effect on the business, financial condition or results of operations of Parent and its subsidiaries, taken as a whole (a "Parent Material Adverse Effect"). True, accurate and complete copies of Parent's Articles of Incorporation and By-laws, in each case as in effect on the date hereof, including all amendments thereto, have heretofore been delivered to Company. True, accurate and complete copies of Subsidiary's Articles of Incorporation and By-laws, as in effect on the date hereof, including all amendments thereto, have heretofore been delivered to the Company.

SECTION 4.2 CAPITALIZATION.

(a) The authorized capital stock of Parent consists of 10,000 shares of Class A Parent Common Stock, par value $0.10 per share and 1,000,000 shares of Class B Parent Common Stock, par value $0.10 per share. As of the date of this Agreement, the number of issued and outstanding shares of Class A Parent Common Stock was 1,000. All of the issued and outstanding shares of Parent Common Stock are validly issued and are fully paid, nonassessable and free of preemptive rights. No subsidiary of Parent holds any shares of capital stock of Parent. As of the time immediately prior to the Merger, the number of issued and outstanding shares of Class B Parent Common Stock shall be 63,244.

(b) The authorized capital stock of Subsidiary consists of 1,000 shares of Subsidiary common stock, par value $1.00 per share, of which 100 shares are issued and outstanding, all of which are owned beneficially and of record by Parent.

(c) As of the date hereof, there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement obligating Parent or any subsidiary of Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Parent or obligating Parent or any subsidiary of Parent to grant, extend or enter into any such agreement or commitment, except for (i) this Agreement, and (ii) the commitment to issue an

additional 63,244 shares of Class B Parent Stock to existing shareholders of Class A Parent Stock. There are no voting trusts, proxies or other agreements or understandings to which Parent or any subsidiary of Parent is a party or is bound with respect to the voting of any shares of capital stock of Parent. The shares of Parent Common Stock to be issued to shareholders of Company in the Merger will be at the Effective Time duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights.

SECTION 4.3 SUBSIDIARIES. Each corporate subsidiary of Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each subsidiary of Parent is qualified to do business, and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing will not, when taken together with all other such failures, have a Parent Material Adverse Effect. All of the outstanding shares of capital stock of each corporate subsidiary of Parent are validly issued, fully paid, nonassessable and free of preemptive rights, and those owned directly or indirectly by Parent are owned free and clear of any liens, claims, encumbrances, security interests, equities, charges and options of any nature whatsoever. Parent owns directly or indirectly all of the issued and outstanding shares of the capital stock of Subsidiary. Immediately prior to the Effective Time, Parent will be in control of Subsidiary within the meaning of Section 368(c)(1) of the Code. There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions or arrangements relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock of any corporate subsidiary of Parent, including any right of conversion or exchange under any outstanding security, instrument or agreement. As used in this Agreement, the term "subsidiary" shall mean any corporation, partnership, joint venture or other entity of which the specified entity, directly or indirectly, controls or which the specified entity (either acting alone or together with its other subsidiaries) owns, directly or indirectly, 50% or more of the stock or other voting interests, the holders of which are, ordinarily or generally, in the absence of contingencies (which contingencies have not occurred) or understandings (which understandings have not yet been required to be performed) entitled to vote for the election of a majority of the board of director or any similar governing body.

SECTION 4.4 AUTHORITY; NON-CONTRAVENTION; APPROVALS.

(a) Parent and subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Parent Required Statutory Approvals (as defined in Section 4.4(c)), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by Parent and Subsidiary of the transactions contemplated hereby, have been duly authorized by Parent's and Subsidiary's Board of Directors, respectively, and by Parent as sole shareholder of subsidiary, and no other corporate proceedings on the part of Parent or subsidiary are necessary to

authorize the execution and delivery of this Agreement and the consummation by Parent and subsidiary of the transactions contemplated hereby, except for the obtaining of the Parent Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by each of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Company, constitutes a valid and binding agreement of each Parent and Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally; and (ii) general equitable principles.

(b) The execution and delivery of this Agreement by each of Parent and Subsidiary do not, and the consummation by Parent and Subsidiary of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of Parent or any of its subsidiaries; (ii) subject to obtaining the Parent Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit, or license of any court or governmental authority applicable to Parent or any of its subsidiaries or any of their respective properties or assets; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Parent or any of its subsidiaries is now a party or by which Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected, excluding from the foregoing clauses (ii) and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Parent Material Adverse Effect.

(c) Except for (i) the filings by Parent and Company required by Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); and (ii) the making of the Merger Filing with the Secretary of State of the State of Nevada in connection with the Merger, (the filings and approvals referred to in clauses (i) and (ii) are collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Parent or Subsidiary or the consummation by Parent or Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or

obtained, as the case may be, would not, in the aggregate, have a Parent Material Adverse Effect.

SECTION 4.5 REPORTS AND FINANCIAL STATEMENTS. The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent (including all notes and schedules contained therein and annexed thereto) (the "Parent Financial Statements") have been, and will be, prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, for the absence of footnote disclosure) applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly, and will fairly, present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

SECTION 4.6 ABSENCE OF UNDISCLOSED LIABILITIES. Except as disclosed in the Parent Financial Statements, or as expressly disclosed and described in any of the schedules hereto, neither Parent nor any of its subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature (a) except liabilities, obligations or contingencies (i) which are accrued or reserved against in the Parent Financial Statements or reflected in the notes thereto; or (ii) which were incurred in the ordinary course of business and consistent with past practices; and (b) except for any liabilities, obligations or contingencies which would not, in the aggregate, have a Parent Material Adverse Effect.

SECTION 4.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in the Parent Financial Statements, since December 31, 1999, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of Parent and its subsidiaries, taken as a whole.

SECTION 4.8 LITIGATION. There are no claims, suits, actions or proceedings pending or, to the knowledge of Parent, threatened against, relating to or affecting Parent or any of its subsidiaries, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator which could reasonably be expected, either alone or in the aggregate with all such claims, actions or proceedings, to have a Parent Material Adverse Effect. Except as set forth in the Parent Financial Statements, neither Parent nor any of its subsidiaries is subject to any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or authority or any arbitrator which prohibits or restricts the consummation of the transactions contemplated hereby or would have any Parent Material Adverse Effect.

SECTION 4.9 NO VIOLATION OF LAW. Neither parent nor any of its subsidiaries is in violation of, or has been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, do not have a Parent Material Adverse Effect. As of the date of this Agreement, no investigation or review by any governmental or regulatory body or

authority is pending or, to the knowledge of Parent, is threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Parent Material Adverse Effect. Parent and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (the "Parent Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Parent Material Adverse Effect. Parent and its subsidiaries (a) have duly and currently filed all reports and other information required to be filed with the Department of Education or any other governmental or regulatory authority in connection with the Parent Permits; and (b) are not in violation of the terms of any Parent Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Parent Material Adverse Effect.

SECTION 4.10 COMPLIANCE WITH AGREEMENTS. Parent and each of its subsidiaries are not in breach or violation of or in default in the performance or observance of any term or provision of, and no event has occurred which, with lapse of time or action by a third party, could result in a default under (a) the respective charters, by-laws or other similar organizational instruments of Parent or any of its subsidiaries; or (b) any contract, commitment, agreement, indenture, mortgage, loan agreement, note, lease, bond, license, approval or other instrument to which Parent or any of its subsidiaries is a party or by which any of them is bound or to which any of their property is subject, which breaches, violations and defaults, in the case of clause (b) of this Section 4.10, would have, in the aggregate, a Parent Material Adverse Effect.

SECTION 4.11 TAXES.

(a) Parent and its subsidiaries have (i) duly filed with the appropriate governmental authorities all Tax Returns (as defined in
Section 4.11(c)) required to be filed by them for all periods ending on or prior to the Effective Time, other than those Tax Returns the failure of which to file would not have a Parent Material Adverse Effect, and such Tax Returns are true, correct and complete in all material respects; and
(ii) duly paid in full or made adequate provision for the payment of all Taxes for all periods ending at or prior to the Effective Time. The liabilities and reserves for Taxes reflected in the Parent balance sheet as of December 31, 1999, (the "1999 Parent Balance Sheet") is, and will be, adequate to cover all Taxes for all periods ending on or prior to December 31, 1999, and there are no material liens for Taxes not yet due. There are no unresolved issues of law or fact arising out of a notice of deficiency, proposed deficiency or assessment from the Internal Revenue Service (the "IRS") or any other governmental taxing authority with respect to Taxes of the Parent or any of its subsidiaries which, if decided adversely, singly or in the aggregate, would have a Parent Material Adverse Effect. Neither Parent nor any of its subsidiaries is a party to any agreement providing for the allocation or sharing of Taxes with any entity that is not, directly or indirectly, a wholly owned corporate subsidiary of Parent other than agreements the consequences of which are fully and adequately reserved for

on the 1999 Parent Balance Sheet. Neither Parent nor any of its corporate subsidiaries has, with regard to any assets or property held, acquired or to be acquired by any of them, filed a consent to the application of
Section 341(f) of the Code.

(b) For purposes of this Agreement, the term "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, excise, property, sales, withholding, social security, occupation, use, service, service use, license, payroll, franchise, transfer and record taxes, fees and charges, imposed by the United States, or any state, local or foreign government or subdivision or agency thereof whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest, fines, penalties or additional amounts attributable or imposed or with respect to any such taxes, charges, fees, levies or other assessments.

(c) For purposes of this Agreement, the term "Tax Return" shall mean any return, report or other document or information required to be supplied to a taxing authority in connection with Taxes.

SECTION 4.12 EMPLOYEE BENEFIT PLANS; ERISA.

(a) Except as disclosed to the Company, at the date hereof, Parent and its subsidiaries do not maintain or contribute to any material employee benefit plans, programs, arrangements or practices (such plans, programs, arrangements or practices of Parent and its subsidiaries being referred to as the "Parent Plans"), including employee benefit plans within the meaning set forth in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or other similar material arrangements for the provision of benefits. Neither Parent nor its subsidiaries has any obligation to create any additional such plan or to amend any such plan so as to increase benefits thereunder, except as required under the terms of the Parent Plans, under existing collective bargaining agreements or to comply with applicable law.

(b) Except as disclosed by Parent; (i) there have been no prohibited transactions within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code with respect to any of the Parent Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a Parent Material Adverse Effect; (ii) except for premiums due, there is no outstanding liability in excess of $100,000.00, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of the Parent Plans; (iii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Parent Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA; (vi) none of the Parent Plans has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of

the last day of the most recent fiscal year of each of the Parent Plans ended prior to the date of this Agreement; (v) the current present value of all projected benefit obligations under each of the Parent Plans which is subject to Title IV of ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Parent Financial Statements, based upon reasonable actuarial assumptions currently utilized for such Parent Plan; (vi) each of the Parent Plans has been operated and administered in all material respects in accordance with applicable laws during the period of time covered by the applicable statute of limitations; (vii) each of the Parent Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the "qualified" status of such Parent Plans, and the period for making any such necessary retroactive amendments has not expired; (viii) to the best knowledge of Parent and its subsidiaries, there are no material pending, threatened or anticipated claims involving any of the Parent Plans other than claims for benefits in the ordinary course; and (ix) Parent and its subsidiaries have no current liability in excess of $100,000.00, whether measured alone or in the aggregate, for plan termination or withdrawal (complete or partial) under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with Parent and its subsidiaries under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (a "Parent Controlled Group Plan"), and Parent and its subsidiaries do not reasonably anticipate that any such liability will be asserted against Parent or any of its subsidiaries, none of the Parent Controlled Group Plans has an "accumulated funding deficiency" (as defined in Section 302 of ERISA and
Section 412 of the Code), and no Parent Controlled Group Plan has an outstanding funding waiver which could result in the imposition of liens, excise taxes or liability in excess of $100,000.00 against Parent and its subsidiaries.

SECTION 4.13 INVESTMENT COMPANY ACT. Parent and each of its subsidiaries either (a) is not an "investment company," or a company "controlled" by, or an "affiliated company" with respect to, an "investment company," within the meaning of the Investment Company Act of 1940 (the "Investment Company Act"); or (b) satisfies all conditions for an exemption from the Investment Company Act, and, accordingly, neither Parent nor any of its subsidiaries is required to be registered under the Investment Company Act.

SECTION 4.14 LABOR CONTROVERSIES. Except as disclosed by Parent (a) there are no significant controversies pending or, to the knowledge of Parent, threatened between Parent or its subsidiaries and any representatives of any of their employees; (b) to the knowledge of Parent, there are no material organizational efforts presently being made involving any of the presently unorganized employees of Parent and its subsidiaries; (c) Parent and its subsidiaries have, to the

knowledge of Parent, complied in all material respects with all laws relating to the employment of labor, including, without limitation, any provisions thereof relating to wages, hours, collective bargaining, and the payment of social security and similar taxes; and (d) no person has, to the knowledge of Parent, asserted that Parent or any of its subsidiaries is liable in any material amount for any arrears of wages, or any taxes or penalties for failure to comply with any of the foregoing, except for such controversies, organizational efforts, non-compliance and liabilities which, singly or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect.

SECTION 4.15 ENVIRONMENTAL MATTERS. To the knowledge of Parent, neither Parent nor any of its subsidiaries has disposed of or arranged for the disposal of any hazardous substance at any facility, location or site so as to be or become a potentially liable party for remedial action or response costs in connection with such facility, location or site under the Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, or similar state statutes which liability could reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of Parent and its subsidiaries taken as a whole.

SECTION 4.16 BROKERS. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Merger or the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Subsidiary.

SECTION 4.17 SUBSEQUENT LIQUIDATION OR SALE: REACQUISITION OF PARENT COMMON STOCK. Parent has no plan or intention (i) to liquidate Subsidiary, (ii) to merge Subsidiary with and into another corporation, (iii) to sell or otherwise dispose of the stock of Subsidiary, or (iv) to cause Subsidiary to sell or otherwise dispose of any of the assets of the Company acquired in the Merger, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code. Parent has no plan or intention to reacquire, directly or indirectly, any of the Parent Common Stock issued in the Merger.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF COMPANY

Company represents and warrants to Parent and Subsidiary as follows:

SECTION 5.1 ORGANIZATION AND QUALIFICATION. Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada and has the requisite corporate power and authority to own, lease, and operate its assets and properties and to carry on its business as it is now being conducted. Company is qualified to do business and is in good standing in each jurisdiction in which the properties owned, leased, or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing will not, when taken together with all other such failures, have a material adverse effect on the business, financial condition, or results of

operations of Company (a "Company Material Adverse Effect"). True, accurate, and complete copies of Company's Articles of Incorporation and Bylaws in each case as in effect on the date hereof, including all amendments thereto, have heretofore been delivered to Parent.

SECTION 5.2 CAPITALIZATION.

(a) As of the date hereof, 1,000 shares of Class A Common Stock of the Company were issued and outstanding, 17,000 shares of Preferred Stock of the Company were issued and outstanding, and 124,593 shares of Class B Common Stock of the Company were issued and outstanding. All of the issued and outstanding shares of stock in the Company are validly issued and are fully paid and nonassessable.

(b) As of the date hereof, there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights, or warrants, including any right of conversation or exchange under any outstanding security, instrument, or other agreement obligating Company to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional shares of the capital stock of Company or obligating Company to grant, extend, or enter into any such agreement or commitment. There are no voting trusts, proxies, or other agreements or understandings to which Company is a party or is bound with respect to the voting of any shares of capital stock of Company, except for a Stockholders Agreement disclosed previously by the Company.

SECTION 5.3 NO SUBSIDIARIES. Company does not own any interest in any corporation, partnership, business organization, or other entity, other than those previously disclosed by the Company.

SECTION 5.4 AUTHORITY: NON-CONTRAVENTION; APPROVALS.

(a) Company has full corporate power and authority to enter into this Agreement and, subject to Company Shareholders' Approval and Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Company of the transactions contemplated hereby, have been duly authorized by Company's Board of Directors, and no other corporate proceedings on the part of Company are necessary to authorize the execution and delivery of this Agreement and the consummation by Company of the transactions contemplated hereby, except for Company Shareholders' Approval and the obtaining of Company Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by Company, and assuming the due authorization, execution, and delivery hereof by Parent and Subsidiary, constitutes a valid and binding agreement of Company, enforceable against Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws

affecting or relating to enforcement of creditors' rights generally; and
(ii) general equitable principles.

(b) The execution and delivery of this Agreement by Company does not, and the consummation by Company of the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge, or encumbrance upon any of the properties or assets of Company under any of the terms, conditions, or provisions of (i) the articles of incorporation or bylaws of Company; (ii) subject to obtaining Company Required Statutory Approvals and the receipt of Company Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit, or license of any court or government authority applicable to Company or any of its properties or assets; or (iii) subject to obtaining Company Required Statutory Approvals, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, or other instrument, obligation, or agreement of any kind to which Company is now a party or by which Company or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (ii) and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations, or creations of liens, security interests, charges, or encumbrances that would not, in the aggregate, have a Company Material Adverse Effect.

(c) Except for (i) the filings by Parent and Company required by Title II of the HSR Act; and (ii) the making of the Merger Filing with the Secretary of State of the state of Nevada in connection with the Merger approvals referred to in clauses (i) and (ii), collectively referred to as the "Company Required Statutory Approvals," no declaration, filing, or registration with, or notice to, or authorization, consent, or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Company or the consummation by Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Company Material Adverse Effect.

SECTION 5.5 FINANCIAL STATEMENTS. The Company has previously furnished complete copies of the financial statements of Company consisting of
(i) balance sheets of Company as of December 31, 1998 (including the notes contained therein or annexed thereto); and (ii) an unaudited balance sheet of Company as of December 31, 1999 (the "Recent Balance Sheet"). All of such financial statements (including all notes and schedules contained therein and annexed thereto) have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, for the absence of footnote disclosure) applied on a consistent basis (except as may be indicated therein or in the notes thereto) and

fairly present, in all material respects, the financial position, results of operations, and cash flows of Company as of the dates and for the years and periods indicated, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

SECTION 5.6 ABSENCE OF UNDISCLOSED LIABILITIES. Except as disclosed in the Recent Balance Sheet, Company does not have any liabilities or obligations (whether absolute, accrued, contingent, or otherwise) of any nature
(a) except liabilities, obligations, or contingencies (i) which are accrued or reserved against in the Recent Balance Sheet or reflected in the notes thereto; or (ii) which were incurred after the date of the Recent Balance Sheet and were incurred in the ordinary course of business and consistent with past practice; and (b) except for any liabilities, obligations, or contingencies which (i) would not, in the aggregate, have a Company Material Adverse Effect; or (ii) have been discharged or paid in full prior to the date hereof.

SECTION 5.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of the Recent Balance Sheet, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of Company and its subsidiaries, as a whole.

SECTION 5.8 LITIGATION. There are no claims, suits, actions, or proceedings pending or, to the knowledge of Company, threatened against, relating to or affecting Company, before any court, governmental department, commission, agency, instrumentality, or authority, or any arbitrator which could reasonably be expected, either alone or in the aggregate with all such claims, actions, or proceedings, to have a Company Material Adverse Effect. Company is not subject to any judgment, decree, injunction, rule, or order of any court, governmental department, commission, agency, instrumentality, or authority, or any arbitrator which prohibits or restricts the consummation of the transactions contemplated hereby or would have any Company Material Adverse Effect.

SECTION 5.9 NO VIOLATION OF LAW. Company is not in violation of and has not been given notice or been charged with any violation of any law, statute, order, rule, regulation, ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance, or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, do not have a Company Material Adverse Effect. As of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of Company, threatened nor has any governmental or regulatory body or authority indicated an intention to conduct the same other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. Company has all permits, licenses, franchises, variances, exemptions, orders, and other governmental authorizations, consents, and approvals necessary to conduct its business as presently conducted (the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents, and approvals, the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. Company (a) has duly and currently filed all reports and other information required to be filed with the

Department of Education or any other governmental or regulatory authority in connection with Company Permits; and (b) is not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

SECTION 5.10 COMPLIANCE WITH AGREEMENTS. Company is not in breach or violation of or in default in the performance or observance of any term or provision of, and no event has occurred which, with lapse of time or action by a third party could result in, a default under (a) the articles of incorporation or bylaws of Company; or (b) any contract, commitment, agreement, indenture, mortgage, loan agreement, note, lease, bond, license, approval, or other instrument to which Company is a party or by which it is bound or to which any of its property is subject, which breaches, violations, and defaults, in the case of clause (b) of this Section 5.10, would have, in the aggregate, a Company Material Adverse Effect.

SECTION 5.11 TAXES. Company has (i) duly filed with the appropriate governmental authorities all Tax Returns required to be filed by it for all periods ending on or prior to the Effective Time, other than those Tax Returns, the failure of which to file would not have a Company Material Adverse Effect, and such Tax Returns are true, correct, and complete in all material respects; and (ii) duly paid in full or made adequate provision for the payment of all Taxes for all periods ending at or prior to the Effective Time. The liabilities and reserves for Taxes reflected in the Recent Balance Sheet are adequate to cover all Taxes for all periods ending on or prior to the date of the Recent Balance Sheet, and there are no material liens for Taxes upon any property or assets of Company, except for liens for Taxes not yet due. There are no unresolved issues of law or fact arising out of a notice of deficiency, proposed deficiency, or assessment from the IRS or any other governmental taxing authority with respect to Taxes of Company, which, if decided adversely, singly or in the aggregate, would have a Company Material Adverse Effect.

SECTION 5.12 EMPLOYEE BENEFIT PLANS; ERISA.

(a) Except as disclosed by Company at the date hereof, Company does not maintain or contribute to any material employee benefit plans, programs, arrangements, and practices (such as plans, programs, arrangements, and practices of Company being referred to as the "Company Plans"), including employee benefit plans within the meaning set forth in
Section 3(3) of ERISA. Company has no obligation to create any additional such plan or to amend any such plan so as to increase benefits thereunder, except as required under the terms of Company Plans or to comply with applicable law.

(b) Except as disclosed by Company, (i) there have been no non-exempt prohibited transactions within the meaning of Sections 406 or 407 of ERISA or Section 4975 of the Code with respect to any of Company Plans that could result in penalties, taxes, or liabilities, which, singly or in the aggregate, could have a Company Material Adverse Effect; (ii) except for premiums due, there is no outstanding liability in excess of $100,000, whether measured alone or

in the aggregate, under Title IV of ERISA with respect to any of Company Plans; (iii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 404(b) of ERISA; (iv) none of Company Plans has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each such Company Plan ended prior to the date of this Agreement for which the required time for making contributions has expired; (v) the current present value of all projected benefit obligations under each of Company Plans which is subject to Title IV of ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Recent Balance Sheet (based upon reasonable actuarial assumptions currently utilized for such Company Plan); (vi) each of Company Plans has been operated and administered in all material respects in accordance with applicable laws during the period of time covered by the applicable statute of limitations; (vii) each of Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and such determination has not been modified, revoked, or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the "qualified" status of such Company Plans, and the period for making any such necessary retroactive amendments has not expired; (viii) to the best knowledge of Company, there are no material pending, threatened, or anticipated claims involving any of Company Plans other than claims for benefits in the ordinary course; and (ix) Company has no current liability in excess of $100,000, whether measured alone or in the aggregate, for plan termination or withdrawal (complete or partial) which has occurred under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with Company under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (the "Company Controlled Group Plans"), and Company has no knowledge that any such liability will be asserted against it, none of Company Controlled Group Plans has an "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) as of the last day of the most recent fiscal year of such plan ended prior to the date of this Agreement for which the required time for making contributions has expired, and no Company Controlled Group Plan has an outstanding funding waiver which could result in the imposition of liens, excise taxes, or liability against Company in excess of $100,000, whether measured alone or in the aggregate.

SECTION 5.13 INVESTMENT COMPANY ACT. Company either (a) is not an "investment company," or a company "controlled" by, or an "affiliated company" with respect to an "investment company" within the meaning of the Investment Company Act; or (b) satisfies all

conditions for an exemption from the Investment Company Act and, accordingly, Company is not required to be registered under the Investment Company Act.

SECTION 5.14 LABOR CONTROVERSIES. Except as disclosed by the Company, (a) there are no significant controversies pending or, to the knowledge of Company, threatened between Company and any representatives of any of its employees; (b) to the knowledge of Company, there are no material organization efforts presently being made involving any of the presently unorganized employees of Company; (c) Company has, to its knowledge, complied in all material respects with all laws relating to the employment of labor, including, without limitation, any provisions thereof relating to wages, hours, collective bargaining, and the payment of social security and similar taxes; and (d) no person has, to the knowledge of Company, asserted that Company is liable, in any material amount, for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing, except for such controversies, organizational efforts, non-compliance and liabilities, which, singly or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

SECTION 5.15 ENVIRONMENTAL MATTERS. The applicable federal, state, or local laws ("Laws") relating to pollution or protection of the environment, including Laws relating to emissions, discharges, generation, storage, releases, or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic, hazardous, or petroleum, or petroleum-based substances or wastes ("Waste") into the environment (including, without limitation, ambient air, surface water, ground water, land surface, or subsurface strata), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Waste, including, without limitation, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, and the Comprehensive Environmental Response Compensation Liability Act ("CERCLA"), as amended, and their state and local counterparts are herein collectively referred to as the "Environmental Laws." Company is in full compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and time tables contained in the Environmental Laws or contained in any regulation, code, plan, order, decree, judgment, injunction, notice, or demand letter issued, entered, promulgated, or approved thereunder, except to the extent that noncompliance would not have a Company Material Adverse Effect. There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice, or demand letter pending or, to Company's knowledge, threatened against Company relating in any way to the Environmental Law or any regulation, code, plan, order, decree, judgment, injunction, notice, or demand letter issued, entered, promulgated, or approved thereunder. To Company's knowledge, there are no past or present events, conditions, activities, practices, incidents, actions, omissions, or plans which would interfere with or prevent compliance, or continued compliance, with the Environmental Laws or with any regulation, code, plan, order, decree, judgment, injunction, notice, or demand letter issued, entered, promulgated, or approved thereunder or which would give rise to any liability thereunder, including, without limitation, liability under CERCLA or similar state or local Laws, or otherwise form the basis of any claim, action, demand, \suit, proceeding, hearing, notice of violation, study, or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release, or threatened release into the

environment of any Waste, except to the extent that such noncompliance, liability, or claim would not have a Company Material Adverse Effect.

SECTION 5.16 INTELLECTUAL PROPERTY. Company is licensed or otherwise has the right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights, and other proprietary intellectual property rights and computer programs which are material to the business, financial condition, or results of operation of Company. No claims are pending or, to the knowledge of Company, threatened that Company is infringing or otherwise adversely affecting the rights of any person with regard to any patent, license, trademark, trade name, service mark, copyright, or other intellectual property right, except for any of the foregoing as would not have a Company Material Adverse Effect.

SECTION 5.17 TITLE TO AND CONDITION OF PROPERTIES. Company has good and marketable title to all of Company's material assets, business, and properties, including, without limitation, all such properties (tangible and intangible) reflected in the Recent Balance Sheet, free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, charges, or encumbrances of any nature whatsoever (collectively, "Liens"), except those previously disclosed by Company.

SECTION 5.18 BROKERS. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the Merger or the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Company.

ARTICLE VI
CONDUCT OF BUSINESS PENDING THE MERGER

SECTION 6.1 CONDUCT OF BUSINESS BY COMPANY PENDING THE MERGER. Except as otherwise contemplated by this Agreement after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless the parties hereto shall otherwise agree in writing, each of the respective parties hereto shall:

(a) Conduct its business in the ordinary and usual course of business, consistent with past practice;

(b) not (i) amend or propose to amend its Articles of Incorporation or Bylaws; or (ii) split, combine, or reclassify its outstanding capital stock or declare, set aside, or pay any dividend or distribution payable in cash, stock, property, or otherwise;

(c) not issue, sell, pledge, or dispose of, or agree to issue, sell, pledge, or dispose of any additional shares of, or any options, warrants, or rights of any

kind to acquire any shares of its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock;

(d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than borrowings in the ordinary course of business; (ii) redeem, purchase, acquire, or offer to purchase or acquire any shares of its capital stock; (iii) take or fail to take any action, which action or failure to take action would cause Company or its shareholders (except to the extent that any shareholders receive consideration other than Parent Common Stock) or Parent or its shareholders (except to the extent that any shareholders receive consideration other than Common Stock) to recognize gain or loss for federal income tax purposes as a result of the consummation of the Merger;
(iv) make any acquisition of any material amount of assets or any businesses other than expenditures for fixed or capital assets in the ordinary course of business; (v) sell any material amount of assets or any businesses, other than sales, in the ordinary course of business; or (vi) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing;

(e) use all reasonable efforts to preserve intact its business organization and goodwill, keep available the services of their respective present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers, and others having business relationships with it and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement;

(f) confer, on a regular and frequent basis, with one or more representatives of the other parties hereto to report operational matters of materiality and the general status of ongoing operations;

(g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment, or other similar arrangements or agreements with any directors, officers, or key employees, except in the ordinary course and consistent with past practice;

(h) not adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment, or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare of any employee or retiree, except in the ordinary course of business and consistent with past practice or as required under the terms of such plans; and

(i) maintain with financially responsible insurance companies insurance on its tangible assets and its businesses, in such amounts and against such risks and losses as are consistent with past practice.

SECTION 6.2 CONTROL OF COMPANY'S OPERATIONS. Nothing contained in this Agreement shall give to Parent, directly or indirectly, rights to control or direct Company's operations. Nothing contained in this Agreement shall give to Company, directly or indirectly, rights to control or direct Parent's operations. Prior to the Effective Time, Parent and Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.

ARTICLE VII
ADDITIONAL AGREEMENTS

SECTION 7.1 ACCESS TO INFORMATION. Company shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors, and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments, and records (including, but not limited to, Tax Returns) and during such period shall furnish promptly to one another such other information concerning their respective businesses, properties, and personnel as Parent or Subsidiary or Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this
Section 7.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their best efforts to cause the Parent Representatives to hold, and Company shall hold and shall use its best efforts to cause Company Representatives to hold in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that Parent, Subsidiary, and Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, Company Required Statutory Approvals, and Company Shareholders' Approval, and Parent, Subsidiary, and Company may disclose any information that any of them is required by law or judicial or administrative order to disclose; provided that the party required to disclose such information shall provide the other parties with adequate prior notice to such effect, and such party shall cooperate with any other party which wishes to obtain a protective order or injunction covering such information. In the event that this Agreement is terminated in accordance with its terms, each party shall promptly re-deliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts, or other reproductions, in whole or in part, of such written material. In such event, all documents, memoranda, notes, and other writing whatsoever prepared by Parent or Company based on the information in such material shall be destroyed (and Parent and Company shall use their respective best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda, and notes), and such destruction (and best efforts) shall be certified, in writing, by an authorized officer supervising such destruction. Company shall promptly advise Parent, and Parent shall promptly advise Company in writing, of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have any material adverse effect on the business, operations,

properties, assets, condition (financial or other), results of operations, or prospects of Company or Parent and its subsidiaries, taken as a whole.

SECTION 7.2 COMPANY SHAREHOLDERS' APPROVAL. The parties hereto shall promptly submit this Agreement and the transactions contemplated hereby for their respective shareholders' approval at a meeting of shareholders and shall use its best efforts to obtain shareholder approval and adoption of this Agreement and the transactions contemplated hereby. Such meeting shall be held as soon as practicable following the date hereof. Each party hereto shall, through its Board of Directors, recommend to its respective shareholders approval of the transactions contemplated by this Agreement.

SECTION 7.3 EXPENSES. All cost and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

SECTION 7.4 AGREEMENT TO COOPERATE. Parent, Subsidiary, and Company each agree to take such actions as may be necessary to obtain any governmental consents, orders, and approvals legally required for the consummation of the Merger, and the transactions contemplated hereby, including the making of any filings, publications, and requests for extensions and waivers and shall take all necessary and appropriate steps to file under the HSR Act.

SECTION 7.5 PUBLIC STATEMENTS. Both the timing and the content of all disclosure to third parties and public announcements concerning the transactions provided for in this Agreement by either Company or Parent shall be subject to the prior approval of Parent, which shall not be unreasonably withheld. Company and Parent expressly agree that a public announcement of the transactions contemplated by this Agreement shall be made as agreed upon by Company and Parent.

SECTION 7.6 EMPLOYEE BENEFITS. Parent hereby acknowledges the existence of each of the Company Plans and agrees that it shall perform, or cause to be performed, after the Effective Time all of the obligations of Company thereunder. Each of the Parent Plans and Company Plans in effect at the date hereof shall be maintained in effect without any amendments or modifications which would adversely affect the beneficiaries thereof with respect to the employees or former employees of Parent, on the one hand, and of Company on the other hand, respectively, who received any benefits under any such benefit plans immediately prior to the Closing Date until the second anniversary of the Effective Time.

SECTION 7.7 STOCKHOLDER AGREEMENT. At or immediately after the Closing, Parent and Company shall each use best efforts in good faith to have shareholders of Parent execute and deliver to each other a Stockholder Agreement ("Stockholder Agreement") substantially in the form of Exhibit 7.7 hereto.

SECTION 7.8 MERGER VOTE. In any vote of the shareholders of Company regarding approval of the Merger, Parent shall vote, or cause to be voted, all shares of Common

Stock then owned by Parent, Subsidiary, or any other subsidiary of Parent or with respect to which Parent, Subsidiary, or any other subsidiary of Parent holds the power to direct the voting in favor of approval of the Merger and this Agreement.

SECTION 7.9 TAX TREATMENT. Following the Merger, Parent and Subsidiary shall not take any actions that would adversely impact the treatment of the Merger as a reorganization that qualifies under Sections 368(a)(1)(A) and
(a)(2)(D) of the Code. It is expressly understood and agreed that the present shareholders of Company are intended beneficiaries who are entitled to enforce the provisions of this Section 7.9 as if they were parties hereto.

ARTICLE VIII
CONDITIONS

SECTION 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:

(a) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the shareholders of Company, Parent and Subsidiary under applicable law;

(b) Parent Common Stock, issuable in the Merger, shall have been authorized;

(c) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;

(d) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order, or decree lifted);

(e) No action shall have been taken, and no statute, rule, or regulation shall have been enacted by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger; and

(f) All governmental consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have become Final Orders.

(g) Consummation of the Merger shall satisfy all requirements under
Section 355(e) of the Code with respect to shareholders of Parent.

SECTION 8.2 CONDITIONS TO OBLIGATION OF COMPANY TO EFFECT THE MERGER. Unless waived by Company, the obligation of Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:

(a) Parent and Subsidiary shall have performed, in all material respects, their agreements contained in this Agreement required to be performed on or prior to the Closing Date, and the representations and warranties of Parent and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of (i) the date made; and (ii) except in the case of representations and warranties expressly made solely with reference to a particular date and to the extent the failure of such to be true and correct in all material respects on and as of the Closing Date is the result of actions expressly mandated by Section 7.4;

(b) All governmental consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no such consent, order, or approval shall have any terms which, in the reasonable judgment of Company, when taken together with the terms of all such consents, orders, or approvals, would materially impair the value of the Merger to the shareholders of the Company, and no governmental authority shall have promulgated any statute, rule, or regulation which, when taken together with all such promulgations, would materially impair the value of the Merger to the shareholders of the Company;

SECTION 8.3 CONDITIONS TO OBLIGATIONS OF PARENT AND SUBSIDIARY TO EFFECT THE MERGER. Unless waived by Parent and Subsidiary, the obligations of Parent and Subsidiary to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the additional following conditions:

(a) Company shall have performed, in all material respects, its agreements contained in this Agreement required to be performed on or prior to the Closing Date, and the representations and warranties of Company contained in this Agreement shall be true and correct in all material respects on and as of (i) the date made; and (ii) except in the case of representations and warranties expressly made solely with reference to a particular date, and to the extent the failure of such to be true and correct in all material respects on and as of the Closing Date, is the result of actions expressly mandated by Section 7.4 the Closing Date;

(b) Investor Representation Forms, in the form reasonably required by Parent and executed by each Company shareholder (other than Parent and any holders of Dissenting Shares) as of the date on which Company Shareholders' Approval is received, shall have been delivered to Parent; and

(c) All governmental consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no such consent, order, or approval shall have any terms which, in the reasonable judgment of Parent, when taken together with the terms of all such consents, orders, or approvals, would materially impair the value to Parent of the Merger, and no governmental authority shall have promulgated any statute, rule, or regulation which, when taken together with all such promulgations, would materially impair the value to Parent of the Merger.

ARTICLE IX
TERMINATION, AMENDMENT, AND WAIVER

SECTION 9.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval by the shareholders of the parties:

(a) by mutual consent of Parent and Company;

(b) by any party hereto, by written notice to the other party, if approval of such notifying party's shareholders shall not have been obtained at a duly held special meeting, including any adjournments thereof; and

(c) by any party hereto, if any state or federal law, order, rule, or regulation is adopted or issued which has the effect, as supported by the written opinion of outside counsel for such party, of prohibiting the Merger or by any party hereto, if any court of competent jurisdiction in the United States or any state shall have issued an order, judgment, or decree permanently restraining, enjoining, or otherwise prohibiting the Merger, and such order, judgment, or decree shall have become final and nonappealable.

SECTION 9.2 EFFECT OF TERMINATION. In the event of termination of this Agreement by either Parent or Company as provided in Section 9.1, this Agreement shall forthwith become void, and there shall be no further obligation on the part of either Company, Parent, Subsidiary, or their respective officers or directors (except as set forth in this Section 9.2 and in Sections 7.1 and 7.4 which shall survive the termination). Nothing in this Section 9.2 shall relief any party from liability for any breach of this Agreement.

SECTION 9.3 AMENDMENT. This Agreement may be amended before or after Company Shareholder Approval has been obtained but only by an instrument, in writing, signed on behalf of each of the parties hereto and in compliance with applicable law.

SECTION 9.4 WAIVER. At any time prior to the Effective Time, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered pursuant thereto, and (c) waive compliance

with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid if set forth in an instrument in writing signed on behalf of such party.

ARTICLE X
GENERAL PROVISIONS

SECTION 10.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties contained in Articles IV and V of this Agreement shall survive the Merger.

SECTION 10.2 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail (return receipt requested) or sent via facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) If to Parent or Subsidiary, to:

UNIPAC Service Corporation Attention: K. Jon Kern, President 3015 S. Parker Road, Suite 400 Aurora, CO 80014

(b) If to Company, to:

National Education Loan Network, Inc. Attention: Don Bouc, President 121 S. 13th Street, Suite 301 Lincoln, NE 68508

SECTION 10.4 INTERPRETATION. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 10.5 MISCELLANEOUS. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

SECTION 10.6 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

SECTION 10.7 PARTIES IN INTEREST. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except as expressly herein provided, nothing

in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

IN WITNESS WHEREOF, Parent, Subsidiary and Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

UNIPAC Service Corporation
("Parent")

By:     /s/ K. Jon Kern
        --------------------------------
Title:  President
        --------------------------------

NelNet, Inc.
("Subsidiary")

By:     /s/ Don Bouc
        --------------------------------
Title:  President
        --------------------------------

National Education Loan Network, Inc.
("Company")

By:     /s/ Don Bouc
        --------------------------------
Title:  President
        --------------------------------

Exhibit 2.4

PLAN OF MERGER

This Plan of Merger ("Plan of Merger") is entered into as of March 1, 2000, by and among NelNet, Inc., a Nevada corporation ("Subsidiary"), and National Education Loan Network, Inc., a Nevada corporation ("Company"), and joined in by UNIPAC Service Corporation, a Nebraska corporation and parent corporation of Subsidiary ("Parent"), for certain limited purposes.

WITNESSETH:

A. WHEREAS, the authorized capital stock of Company consists solely of 1,000 shares of Class A voting common stock, $0.10 par value per share, 124,593 shares of Class B nonvoting common stock, $0.10 par value per share, and 17,000 shares of Preferred stock, $0.50 par value per share (collectively, the "Company Stock"), of which 142,593 shares ("Shares") are issued and outstanding on the date hereof.

B. WHEREAS, the authorized capital stock of Subsidiary consists of 1,000 shares of common stock, $1.00 par value per share ("Subsidiary Common Stock"), of which 100 shares are issued and outstanding on the date hereof and all of which shares are owned of record and beneficially by Parent.

C. WHEREAS, concurrently with the execution and delivery of this Plan of Merger, Parent, Subsidiary and Company have entered into an Agreement and Plan of Reorganization (the "Agreement" and, together with this Plan of Merger, the "Merger Agreements") that contemplates the merger of Company with and into Subsidiary ("Merger") upon the terms and conditions provided in the Merger Agreements and pursuant to Chapter 92A of the Nevada General Corporation Law.

D. WHEREAS, the Boards of Directors of Subsidiary and Company have deemed it in the best interests of their respective corporations and shareholders that Company be merged with and into Subsidiary, with Subsidiary being the surviving corporation, and each such Board of Directors has approved this Plan of Merger, has authorized its execution and delivery and has directed that this Plan of Merger and the Merger be submitted to its respective shareholders for approval.

E. WHEREAS, the Board of Directors of Parent has authorized the execution and delivery of the Plan of Merger and is causing Parent to issue shares of its common stock (the "Parent Common Stock"), pursuant to the terms of the Merger Agreements.

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, the parties hereto adopt and agree to the following agreements, terms and conditions relating to the Merger and the mode of carrying the same into effect:

ARTICLE I

THE MERGER

1.01 The Merger. Subject to the terms and conditions of the Merger Agreements, Company shall be merged with and into Subsidiary in accordance with Chapter 92A of the Nevada General Corporation Law. The constituent entities are as follows: National Education Loan Network, Inc., a corporation organized and governed by the laws of the State of Nevada, 121 S. 13th Street, Suite 301, Lincoln, Nebraska 68508, Attention: Don Bouc; and NelNet, Inc., a corporation organized under and governed by the laws of the State of Nevada, 121 S. 13th Street, Suite 301, Lincoln, Nebraska 68508, Attention: Don Bouc. The surviving entity is NelNet, Inc.

1.02 Effective Time of the Merger. Subject to the provisions of the Merger Agreements, Articles of Merger ("Articles of Merger") shall be duly prepared and executed by Subsidiary and Company and thereafter delivered to the Secretary of State of the State of Nevada for filing as provided in Chapter 92A of the Nevada General Corporation Law as soon as practicable on or after the Closing Date (as defined in the Agreement). The Merger shall become effective upon the filing and recording of the Articles of Merger with the Secretary of State of the State of Nevada ("Effective Time").

1.03 Effects of the Merger.

(a) At the Effective Time, (i) the separate existence of Company shall cease and Company shall be merged with and into Subsidiary as provided in the Nevada General Corporation Law (Subsidiary and Company are sometimes referred to herein as the "Constituent Corporations" and Subsidiary after the Merger is sometimes referred to herein as the "Surviving Corporation"); (ii) the Articles of Incorporation of Subsidiary in effect as of the Effective Time shall be the Articles of Incorporation of the Surviving Corporation; and (iii) the By-laws of Subsidiary in effect as of the Effective Time shall be the By-laws of the Surviving Corporation.

(b) In accordance with the Nevada General Corporation Law, at and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all singular rights, privileges, powers and franchises of each of the Constituent Corporation, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested, by deed or otherwise, in either of the Constituent Corporations shall not revert or be

in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation shall be prosecuted as if the Merger had not taken place, and the Surviving corporation may be substituted as a party in such action or proceeding in place of any Constituent Corporation.

ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK
OF THE CONSTITUENT CORPORATIONS

2.01 Effect on Company Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Constituent Corporations or the holders of any shares of Company Stock:

(a) Each then outstanding share of Class B nonvoting common stock, par value of $0.10 per share, and Preferred stock, par value of $0.50 per share, of Company Stock (other than those shares of Class B Company Stock held by Stephen F. Butterfield and/or Michael S. Dunlap, other than those shares of Company Stock held in the treasury of Company, and other than shares of Company Stock the holders of which have perfected any dissenter's rights that they may have under the Nevada General Corporation Law and which have not withdrawn or lost such rights ("Dissenting Shares")) will be converted into a right to receive one (1) share of Class B nonvoting common stock, par value $0.10 per share, of Parent. Each then outstanding share of Class B nonvoting common stock, par value $0.10 per share of Company Stock, held by Stephen F. Butterfield, will be converted into a right to receive 0.9809 of a share of Class B nonvoting common stock, par value $0.10 per share, of Parent. Each then outstanding share of Class B nonvoting common stock, par value $0.10 per share of Company Stock, held by Michael S. Dunlap, will be converted into a right to receive 0.9875 of a share of Class B nonvoting common stock, par value $0.10 per share, of Parent. Each then outstanding share of Class A voting common stock, par value $0.10 per share of Company Stock (other than those shares of Company Stock held in the Treasury of Company, and other than Dissenting Shares) will be converted into a right to receive 1.86 shares of Class A voting common stock, $0.10 par value, of Parent.

(b) Each then outstanding share of Company Stock owned by Parent, Subsidiary or any other direct or indirect subsidiary of Parent will be canceled and retired, and each share of Company Stock issued and held in Company's treasury will be canceled and retired.

2.02 Exchange of Certificates.

(a) As of the Effective Time, each holder of an outstanding certificate which immediately prior to the Effective Time represented shares of Company Stock and which was surrendered to Parent in accordance with Section 2.02(b) hereof shall be entitled to receive in exchange therefor, a certificate or certificates theretofore representing the number of whole shares of Parent Common Stock, to which such holder is entitled pursuant to Section 2.01. If any certificate for shares of Parent Common stock is to be issued in a name other than that in which the certificate for shares of Company Stock surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for such shares of Parent common stock in a name other than that of the registered holder of the certificate surrendered, or shall establish to the satisfaction of Parent that such tax has been paid or is not applicable.

(b) Within ten (10) days after approval of the Merger Agreements and the Merger by the requisite number of shareholders of Company in accordance with Chapter 92A of the Nevada General Corporation Law, Parent shall mail to each holder of record of a certificate or certificates that as of the date of such approval, represented outstanding shares of Company Stock (the "Company Certificates"): (i) a form letter of transmittal (which shall specify that deliver shall be effected, and risk of loss and title to Company Certificates shall pass, only upon actual delivery of Company Certificates to Parent); and (ii) instructions for use in effecting the surrender of Company Certificates in exchange for certificates representing shares of Parent Common Stock. Such instructions shall instruct such holder to deliver to Parent their respective Company Certificates within twenty (20) days from the date such holder receives the form letter of transmittal, together with a duly executed and completed letter of transmittal and such other documents as the Parent shall reasonably require. Thereafter, at and after the Effective Time, each holder of shares of Company Stock, upon delivery of their respective Company Certificates, together with a duly executed letter of transmittal, shall be entitled to receive in exchange therefor the consideration to which such holder is entitled pursuant to Section 2.01, and Company Certificates so surrendered shall forthwith be canceled. Notwithstanding the foregoing, no party hereto shall be liable to a holder of shares of Company Stock for any shares of Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

(c) Notwithstanding any provision of this Agreement to the contrary, Dissenting Shares shall not be converted into or represent a right to receive the consideration to which other shares of Company Stock other than Dissenting Shares are entitled pursuant to this Article II, but the holder of Dissenting Shares shall only be entitled to such rights as are granted by Chapter 92A of the Nevada General Corporation Law. If a holder of shares of Company Stock who pursues dissenters' rights with respect to those shares under Chapter 92A of the Nevada

General Corporation Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent, then, as of the Effective Time or the occurrence of such event, whichever last occurs, those shares of Company Stock shall be converted into and represent only the right to receive the consideration as provided in Article 2, without interest, upon the surrender of Company Certificate or Company Certificates representing those shares of Company Stock. Company shall give Parent prompt notice of any written demands made pursuant to the Nevada General Corporation Law received by Company relating to a shareholder's rights to dissent. Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands made pursuant to such dissenters' rights with respect to any shares of Company Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands. Parent shall contribute to Company or the Surviving Corporation, as the case may be, sufficient funds to enable Company or the Surviving Corporation to make, or shall itself directly make, any payments required to be made to holders of Dissenting Shares.

(d) Anything to the contrary notwithstanding in this Section 2.02, if this Agreement is terminated pursuant to Article III, any Company Certificate or Company Certificates which have been surrendered to Parent shall be promptly returned to the persons submitting the same.

(e) Until surrendered and exchanged in accordance with this Section 2.02, each Company Certificate shall, after the Effective Time, represent solely the right to receive the Parent Common Stock, to which the holder of such Company Certificate is entitled to hereunder, and shall have no other rights. At the Effective Time, the stock transfer books of Company will be closed and no transfer of shares of Company Stock will thereafter be made.

ARTICLE III

CONDITIONS; TERMINATION; AMENDMENT

3.01 Conditions of the Merger. Consummation of the Merger is conditional upon the fulfillment or waiver of the conditions precedent set forth in the Agreement.

3.02 Termination. This Plan of Merger may be terminated and the Merger abandoned by mutual consent of the respective Boards of Directors of Company and Subsidiary at any time prior to the Effective Time. If the Agreement is so terminated, then this Plan of Merger will terminate simultaneously and the Merger will be abandoned without further action by Company of Subsidiary.

3.03 Amendment. Subject to the next following sentence, this Plan of Merger may be amended by the parties hereto by action taken or authorized by their respective Boards of Directors at any time before or after approval of the matters presented in connection with the Merger by the shareholders of Company, but after any such approval, no amendment shall be made which changes in a manner adverse to such shareholders the consideration to be provided to such shareholders pursuant to the Merger Agreements. This Plan of Merger may not be amended except by an instrument in writing signed on behalf of all of the parties hereto. Notwithstanding the foregoing, amendments to this Plan of Merger which are required by the Secretary of State of the State of Nevada, and which amendments do not materially and adversely affect the rights, benefits and obligations of any party hereto, may be made unilaterally (without a writing signed by all parties) by the party filing the Merger Agreements with such Secretary of State, and need not be further authorized by the Board of Directors of any party.

3.04 Extension; Waiver. At any time prior to the Effective Time, Parent and Subsidiary, on the one hand, and Company, on the other hand, by action taken or authorized by their respect Board of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party hereto and (ii) waive compliance by the other party with any of the agreements or conditions contained herein. For purposes of the foregoing sentence, Parent and Subsidiary shall be considered one party. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument on behalf of such party.

ARTICLE IV

MISCELLANEOUS

4.01 Notice. All notices, requests, demands and other communication hereunder shall be given in writing and shall be: (a) personally delivered; (b) sent by telecopier, facsimile transmission or other electronic means of transmitting written documents; or (c) sent to the parties at their respective addresses indicated herein by registered or certified United States mail, return receipt requested and postage prepaid, or by private overnight mail courier service. The respective addresses to be used for all such notices, demands or requests are as follows:

(a) If to Parent or Subsidiary, to:

UNIPAC Service Corporation Attention: K. Jon Kern, President 3015 S. Parker Road, Suite 400 Aurora, CO 80014
Facsimile: 303/696-5640

or to such other person or address as Parent or Subsidiary shall furnish to Company in writing.

(b) If to Company, to:

National Education Loan Network, Inc. Attention: Don Bouc, President 121 S. 13th Street, Suite 301 Lincoln, NE 68508
Facsimile: 402/458-2399

If personally delivered, such communication shall be deemed delivered upon actual receipt; if electronically transmitted pursuant tot his Section, such communication shall be deemed delivered the next business day after transmission (and sender shall bear the burden of proof of delivery); if sent by overnight courier pursuant to this Section, such communication shall be deemed delivered upon receipt; and if sent by United States mail pursuant to this Section, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant postal service, or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal. Any party to this Plan of Merger may change its address for the purposes of this Plan of Merger by giving notice thereof in accordance with this Section.

4.02 Counterparts. This Plan of Merger may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.03 Headings. The headings in this Plan of Merger are inserted for convenience only and shall not constitute a part hereof.

4.04 Waiver of Mailing Requirement. Parent, as sole shareholder of the Company Stock, hereby waives the requirement of mailing the Articles of Merger pursuant to Section 92A.180 Nevada Revised Statutes.

IN WITNESS WHEREOF, the parties have executed this Plan of Merger as of the date and year first above written.

National Education Loan Network, Inc.         UNIPAC Service Corporation
("Company")                                   ("Parent")

By:  /s/ Don Bouc                             By:   /s/ K. Jon Kern
    -----------------------------                 -----------------------------
         Don Bouc, President                            K. Jon Kern, President

NelNet, Inc.
("Subsidiary")

By:   /s/ Don Bouc
    -----------------------------
          Don Bouc, President

Exhibit 2.5

ARTICLES OF MERGER

Pursuant to the provisions of Section 92A.200 of the Nevada General Corporation Laws, NelNet, Inc. hereby certifies the following:

1. NelNet, Inc., a Nevada corporation, as a constituent entity, and National Education Loan Network, Inc., a Nevada corporation, as a constituent entity, are hereby merged and that the above named NelNet, Inc. is the surviving corporation pursuant to the Agreement and Plan of Merger dated as of March 1, 2000 (the "Plan of Merger").

2. The Board of Directors of NelNet, Inc., by an Action by Unanimous Written Consent of the Board of Directors dated as of March 1, 2000, approved, ratified and adopted the Plan of Merger set forth in these Articles.

3. The Board of Directors of National Education Loan Network, Inc., by an Action by Unanimous Written Consent of the Board of Directors dated as of March 1, 2000, approved, ratified and adopted the Plan of Merger set forth in these articles.

4. The Plan of Merger was approved by UNIPAC Service Corporation, the sole shareholder of NelNet, Inc., in an action by unanimous written consent of such shareholder dated as of March 1, 2000. Said shareholder voted all 100 shares of NelNet, Inc. common stock which are issued and outstanding in favor of adoption of the Plan of Merger.

5. The Plan of Merger was submitted to the holders of Class A (voting) stock of National Education Loan Network, Inc., and was approved by the shareholders of National Education Loan Network, Inc. in an action by meeting of said shareholders on March 1, 2000. Said shareholders voted in favor of adoption of the Plan of Merger as follows: total Class A Common Stock For (1,000), total Class A Common Stock Against (0). The number of votes and percentage of shareholders' interests cast for the Plan of Merger by the owners of the sole class of stock entitled to vote was sufficient for approval by the holder of stock in that class.

6. There is no amendment to the Articles of Incorporation of NelNet, Inc., as surviving corporation.

7. The complete executed Plan of Merger is on file at the place of business of NelNet, Inc. at 121 S. 13th Street, Suite 301, Lincoln, NE 68506, Attention: Don Bouc.

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

NelNet, Inc.

STATE OF NEBRASKA            )
                             ) ss.
COUNTY OF LANCASTER)

I, Daniel F. Kaplan, a Notary Public, do hereby certify that on the 1st day of March, 2000, personally appeared before me Don Bouc, who being by me first duly sworn, declared that he is the President of NelNet, Inc., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

My Commission Expires:

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

National Education Loan Network, Inc.

STATE OF NEBRASKA            )
                             ) ss.
COUNTY OF LANCASTER)

I, Daniel F. Kaplan, a Notary Public, do hereby certify that on the 1st day of March, 2000, personally appeared before me Don Bouc, who being by me first duly sworn, declared that he is the President of National Education Loan Network, Inc., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

My Commission Expires:

Exhibit 2.6

[NELNET COMPANY LOGO] P.O. Box 82505

Lincoln, NE 68501-2505
121 South 13th Street
Suite 301
Lincoln, NE 68508

402.458.2370
toll-free: 877.564.2696
fax: 402.458.2399
www.nelnet.net

June 15, 2000

Michael S. Dunlap
Farmers & Merchants Investment Inc.
6801 South 27th Street
Lincoln, Nebraska 68512

Re: PURCHASE OF INTUITION HOLDINGS, INC. STOCK

Dear Mr. Dunlap:

This letter sets forth the terms and conditions by which NELnet, Inc., a Nevada corporation ("Buyer") proposes to purchase from Farmers & Merchants Investments Inc., a Nebraska corporation ("Seller") all of the outstanding capital stock of InTuition Holdings, Inc., a Florida corporation. Those terms and conditions are as follows:

1. Purchase of Stock. Subject to the terms of this Agreement, Seller agrees to sell, transfer and assign to Buyer free of all liens, and Buyer agrees to purchase from Seller, all of the issued and outstanding capital stock (the "Stock") of InTuition Holdings, Inc., a Florida Corporation (the "Company") owned by Seller, which represents 100% of the equity ownership of the Company (the "Purchased Stock").

2. Purchase Price. In consideration of the Purchased Stock Buyer will pay Seller the aggregate purchase price of Eighteen Million Dollars ($18,000,000.00) (the "Purchase Price"). At the Closing, Buyer will pay Seller in immediately available funds the amount of $18,000,000.00 (the "Closing Payment").

3. Closing. Consummation of the transactions contemplated hereby (the "Closing") shall take place on June 15, 2000 (the "Closing Date") at the offices of Seller in Lincoln, Nebraska, or on such other date or at such other location as the parties may agree.

At the Closing, Seller shall deliver or cause to be delivered to Buyer certificates representing all of the Purchased Stock fully registered in the name of Buyer and duly recorded on the stockholder and transfer records of the Company, free of all liens and assessments and each other document reasonably requested to be delivered to Buyer hereunder. At the Closing, Buyer shall deliver or cause to be delivered to

Origination Funding Servicing

Farmers & Merchants Investment Inc.
June 15, 2000

Seller evidence of the Closing Payment and each other document reasonably requested to be delivered to Seller hereunder.

The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or delivery will become effective until all of the transfers and deliveries provided for have been consummated.

4. Entire Agreement. All negotiations among the parties are merged into this Agreement, and there are no representations, warranties, covenants, understandings or agreements, oral or otherwise, in relation thereto among the parties other than those incorporated herein and to be delivered hereunder. This Agreement shall specifically supersede any prior negotiations, understandings or agreements among Seller and Buyer. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same document.

If you are in agreement with the terms and conditions of this letter, please sign in the space provided below and return a signed copy to the undersigned prior to the close of business on June 15, 2000.

NELnet, Inc.

/s/ Don Bouc
--------------------------------------
Don Bouc, President

Accepted and agreed to this 15th day of June, 2000.

Farmers & Merchants Investment Inc.

/s/ Michael S. Dunlap
--------------------------------------
Michael S. Dunlap, President

Exhibit 2.7

TRANSFER AGREEMENT WITH
IRREVOCABLE POWER OF ATTORNEY

INTUITION DEVELOPMENT HOLDINGS, LLC., a Florida limited liability company, in consideration of the payment of ten dollars and other good and valuable consideration paid by FARMERS & MERCHANTS INVESTMENT INC., a Nebraska corporation, sells, assigns, and transfers to Intuition Guarantee Services II, Inc., its membership interest in INTUITION GUARANTEE SERVICES, LLC, Florida limited liability company (the "Company"), represented by One Hundred (100) units of members by Certificate number 2 registered in the name of InTuition Development Holdings, LLC, on the books of the company, together with any substitutions, proceeds or reissues thereof.

InTuition Development Holdings, LLC irrevocably appoints and constitutes David G. Graham as its attorney-in-fact to transfer the described certificated or proceeds on the books of the company, with the full power of substitution in the premises.

Dated: June 28, 2001

INTUITION DEVELOPMENT HOLDINGS, LLC, a
Florida limited liability company

By: /s/ David G. Graham
   -----------------------------
   David G. Graham, President

ACKNOWLEDGEMENT

STATE OF FLORIDA
COUNTY OF DUVAL

The foregoing Membership Transfer Agreement with Irrevocable Power of Attorney for Transfer was subscribed and acknowledged before me on June 28, 2001 by David G. Graham, as President of InTuition Development Holdings, LLC, a Florida limited liability company, on behalf of the corporation. He is (check mark) personally known to me or has produced Drivers License as identification.

/s/ Sarah N. Hygema
------------------------
Signature of Notary Public
Commission Expires:

[NOTARY SEAL]

Exhibit 2.8

MASTER STOCK PURCHASE AGREEMENT

This Master Stock Purchase Agreement (the "Agreement") is entered into as of the 12th day of December, 2001, by and between EFS, Inc., an Indiana corporation (the "Company") and NELnet, Inc., a Nevada corporation (the "Buyer").

RECITALS

A. The Shareholders identified in Schedule 2.1 attached hereto are the owners of the issued and outstanding capital stock of the Company; and

B. Shareholders desire to sell to Buyer and Buyer desires to purchase from Shareholders all of the Stock representing a 100.00% equity interest in the Company immediately after all transactions contemplated or referenced in this Agreement, and it is the intent of the parties to this Agreement to facilitate and cause such sale and purchase.

NOW, THEREFORE, in consideration of the foregoing premises and in consideration of and in reliance upon the representations, warranties and obligations in this Agreement, the parties agree as follows:

ARTICLE I
PURCHASE OF STOCK

1.1 Definition Reference. Certain capitalized terms are defined in
Section 8.1.

1.2 Purchase of Stock. Subject to the terms and conditions of this Agreement, the Company will use its best efforts to cause Shareholders to agree to sell, transfer and assign to Buyer free of all Liens, and Buyer agrees to purchase all of the Stock.

ARTICLE II
CONSIDERATION

2.1 Purchase Price. In consideration of the sale of the Stock, Buyer will pay Shareholders the aggregate purchase price of One Hundred Forty Six Million Dollars ($146,000,000) as reduced in accordance with Section 2.1.2 hereof (the "Purchase Price"), payable as set forth below. The Purchase Price, expressed on a per share basis, is $403.786 per share, based on a total of 296,512.515 shares of currently issued and outstanding Stock, and 65,065 shares of stock reserved for issuance upon exercise of the outstanding Stock Options (which shall have been exercised immediately prior to Closing in accordance with
Section 6.13 hereof) for a total of 361,577.515 shares of Stock outstanding at Closing.

A list of the Shareholders, their respective ownership of Stock and their respective allocation of Purchase Price reduced in accordance with Section 2.1.2 hereof is set forth in Schedule 2.1 hereof.

2.1.1 Closing Payment. At the Closing, Buyer will pay $403.786 per share for the Stock (including Stock issued upon exercise of the Stock Options), by cashiers check or wire transfer in immediately available funds, reduced in accordance with Section 2.1.2 hereof.

2.1.2 Adjustments of Purchase Price. The Purchase Price, allocable to each of the Shareholders as set forth in Schedule 2.1, shall be reduced by the sum of (i) the aggregate exercise price associated with exercising the Stock Options (through the repayment of loans made by the Company to the holders of options), in accordance with Section 6.13 hereof, if any, and withholding taxes (including without limitation federal, state and employees social security and medicare taxes) attributable to exercise of the Stock Options, if any (which will be forwarded to the Company for remittance to the appropriate taxing authority), (ii) with respect to Shareholders who have obtained loans from the Company or any Subsidiaries (other than loans for the exercise of options), the aggregate amount necessary to pay in full all such indebtedness of any of such Shareholders to the Company or any Subsidiaries, if any, and (iii) the sum of $19.36 per share of the Stock to be deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement, all as set forth in Schedule 2.1 hereof.

ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company represents, warrants and covenants to Buyer, with respect to the Company and each of the Subsidiaries (which Subsidiaries, for the purpose of this Article III, shall be included in the term "Company" except where otherwise noted), as of the date of this Agreement and as of Closing, as follows:

3.1 Ownership of Stock. The Shareholders hold of record and, to the Company's knowledge, are (except for trustees of the ESOP Trust) the beneficial owners of the shares of the Stock set forth next to their respective names on Schedule 2.1. Upon the delivery to the Buyer of the endorsed Stock certificates the Buyer will be the lawful, title and beneficial owner of the Stock, which constitutes 100.00% of the issued and outstanding stock of the Company, and which shall be, as of the Closing Date, to the Company's knowledge, free and clear from all Liens of any nature. As of the date of this Agreement, other than commitments related to the Stock Options and ESOP Documents, the Employees Stock Plan (the applicable provisions of which have been waived with respect to transactions contemplated under this Agreement) and this Agreement, there are no authorized or outstanding Liens, subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities, rights of first refusal or other agreements of any nature whatsoever, under which the Company or, to the Company's knowledge, Shareholders are or may become obligated to issue, assign or transfer any shares of the capital stock of the Company. The Company has no outstanding shares of any class or series other than the Stock. Other than this Agreement, as of the Closing Date there will be no authorized or outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities, rights of first refusal, or other agreements or arrangements of any nature whatsoever, under which the Company or, to the

Company's knowledge, Shareholders are or may become obligated to issue, assign or transfer any shares of the capital stock of the Company.

3.2 Authorization; Organization and Standing; Non-Contravention. The Company has the necessary power and authority to execute and deliver this Agreement and to perform the obligations to be performed by the Company hereunder, and this Agreement is valid and binding upon the Company and enforceable in accordance with its terms. The execution and delivery of this Agreement by the Company has been duly authorized by all necessary corporate action and does not, and the consummation of the transactions contemplated hereby and the performance by the Company of the terms of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which the Company is a party or by which the Company is bound or which any of its assets are subject, except as disclosed in Schedule 3.6A, (c) violate provisions of the Company's articles of incorporation or bylaws, or (d) result in acceleration of any obligation under, or constitute an event of default under any order, judgment or decree to which the Company is bound, except as disclosed in Schedule 3.6A. Except as specifically set forth in this Agreement, no approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the Shareholders or directors of the Company is required that has not been obtained in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby.

3.3 Intellectual Property. Schedule 3.3 attached hereto sets forth a complete list of all patents, pending patent applications and registration certificates (including a brief description of the subject matter thereof, the jurisdiction, the date of issue or filing and the patent or application number), all trade names, trade marks and service marks and applications therefor, all copyright registrations, all copyrights not registered, all internet domain name registrations of the Company, and all source codes used in the business and operations of the Company and the Subsidiaries as presently conducted (collectively, the "Intellectual Property"). The Company is the sole and exclusive owner of the entire right, title and interest in and to the Intellectual Property (other than Intellectual Property in which the Company merely holds an interest as licensee, as identified in Schedule 3.3 attached hereto), free of any and all Liens, and there are no pending, or to the Company's knowledge, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. To the knowledge of the Company, no Person is infringing upon rights of the Company with respect to the Intellectual Property, and none of the Intellectual Property is infringing upon the intellectual property rights of any other Persons.

3.4 Organization and Standing of the Company.

(a) The Company is a corporation duly organized and validly existing under the laws of the State of Indiana, its state of incorporation, and is legally qualified to transact business in every jurisdiction in which the nature of the business conducted by it or the character or location of properties owned or leased by it makes such qualification necessary, except in such jurisdiction where failure to be so duly qualified would not have

a material adverse effect upon the Company. A list of the jurisdictions in which the Company is qualified to transact business is set forth in Schedule 3.4 attached hereto.

(b) Buyer has received from the Company a true and complete copy of the Company's articles of incorporation and bylaws, and any amendments thereto, presently in effect. The minute books of the Company are in good order, true, complete, correct and up-to-date, and with all necessary signatures, setting forth all meetings and actions taken by the shareholders and directors of the Company. The stock transfer books and stock ledgers of the Company are in good order, true, complete, correct and up-to-date, with all necessary signatures, and set forth all stock certificates issued, transferred and surrendered. The Company is not in default under or in violation of any provision of its articles of incorporation or bylaws.

(c) The Company's entire authorized capital stock consists of one million shares of common stock, no par value per share, of which (i) 296,512.515 shares are issued and outstanding and owned by the Shareholders as of the date of this Agreement and will be owned by the Shareholders as of the Closing Date, and (ii) 65,065 shares are reserved for issuance upon exercise of currently outstanding Stock Options which shall be exercised immediately prior to the Closing. The Stock is duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and is subject to no restrictions with respect to transferability (other than as provided in the ESOP Documents and the Employees Stock Plan, the applicable provisions of which have been waived with respect to transactions contemplated under this Agreement). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company, other than the Stock Options and the Company's gain sharing plan. To the Company's knowledge, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Stock (other than as provided in the ESOP Documents).

(d) The Company has all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. None of the licenses, permits and authorizations of the Company will be terminated or are terminable due to consummation of the transaction provided for herein.

(e) From and after July 1, 1999, the Company is and has been duly qualified as an "S" Corporation under the Code and Treasury Regulations promulgated thereunder, and the Company and Shareholders are eligible shareholders of an "S" Corporation in accordance with provisions of the Code.

(f) The Company is a for-profit corporation and, to the knowledge of the Company, the Company accomplished its conversion from a not-for-profit public state agency to a for-profit corporation in material compliance with applicable Law.

3.5 Good Title to Assets. The Company is the sole and unconditional owner of, and has good and marketable title to, or a valid leasehold interest in, free and clear of any Liens (other than Liens specifically described in the Company's most recent financial statements), the properties and assets used by it, located on its premises, or shown in the most recent financial statements. The properties and assets owned by the Company as of the Closing Date shall permit the Company to continue and carry on business and operations in the Ordinary Course of Business.

3.6 Material Contracts. Schedule 3.6 attached hereto is a true and complete schedule of all of the agreements which are binding upon the Company, and which either are (i) agreements under the Company's FlexServ I or FlexServ II program, (ii) forward purchase commitments to purchase FFELP Loans with an aggregate outstanding balance in excess of $1,000,000 per agreement, or (iii) agreements relating to matters other than FFELP Loan servicing or purchases which individually involve consideration having a value aggregating in excess of $1,000,000. True, correct and complete copies of all documents referred to in Schedule 3.6 have been delivered or made available to Buyer. No Person has claimed that any of such agreements listed in Schedule 3.6 are invalid or unenforceable or in default. Except as set forth in Schedule 3.6A attached hereto, none of such agreements or any other agreement to which the Company is a party or by which it is bound contain any provision which will or could result in termination or modification of any term upon change in control of the Company. With respect to each of the agreements listed in Schedule 3.6, and any other agreement to which the Company is a party or by which it is bound, such agreement is legal, valid, binding, enforceable in accordance with its terms and in full force and effect and will continue to be so following consummation of the transaction contemplated hereby, and, to the Company's knowledge, no party is in material breach or default and no event has occurred which with notice or lapse of time, would constitute a breach or default, or permit termination, modification or acceleration under such agreement.

3.7 Subsidiaries. The Company has no direct or indirect Subsidiary with the exception of those set forth in the definition of "Subsidiaries" contained in Section 8.1 hereof, and each of the representations and warranties made with respect to the Company shall be fully applicable to each of the Subsidiaries. The Company is the record and beneficial owner, either directly or indirectly through a Subsidiary, of all of the issued and outstanding stock of each Subsidiary free of any restrictions on transfer and, as of the Closing Date, free and clear of all Liens.

3.8 Litigation. There are no actions, claims, proceedings, litigation, state or federal Equal Employment Opportunity Commission proceedings or investigations pending, or, to the Company's knowledge, threatened against the Company with respect to its business, that could reasonably be expected to have, directly or indirectly, individually or in aggregate, a material adverse effect upon the Company. All pending litigation is identified in Schedule 3.8 attached hereto. The Company is not subject to any outstanding order or judgment of any Governmental Authority directed at the Company.

3.9 Compliance with Laws. The Company has complied in all material respects and is complying in all material respects with all Laws, and the Company has not received notice of violation of any applicable Law. The Company is in material compliance with all requirements of federal statutes and

regulations enacted under the Higher Education Act in connection with the Company's business. Buyer has received from the Company true and accurate copies of all Department of Education review results and Inspector General audit reports in connection with the Company. Except as disclosed on Schedule 3.9, each of the FFELP Loans held by or on behalf of the Company or which are to be transferred to the Company is fully guaranteed or insured to the maximum extent permitted under the Higher Education Act.

3.10 Compensation of Employees. Buyer has received from the Company a true, correct and complete list of the names and job titles of all persons who are employees of the Company, together with annual base salaries, bonuses, commissions and leave accruals of such employees; provided, however, that as of January 1, 2002, increases in such compensation to employees may be made in the Ordinary Course of Business for regular annual increases averaging up to 4% of the aggregate wages (with increases in excess of 4% permissible only for individual employees receiving promotions in the Ordinary Course of Business, provided, however, that Buyer must approve any increases in excess of 4% for any promotions of employees with titles of assistant vice president or higher following such promotion, which approval shall not be unreasonably withheld). The Company shall not pay or agree to pay any bonuses, commissions or other compensation (other than wages as set forth above) without prior written approval of Buyer. There are no arrearages in the payment of wages or salaries to such employees. Other than as previously disclosed, as of the Closing Date the Company will have no employment agreements, compensation or deferred compensation arrangements or consulting agreements with any employee or other person or entity which is in writing or which is not terminable at will.

3.11 Taxes. All material Tax returns required to be filed prior to the Closing Date have been filed in a timely manner and are true, complete and correct in all material respects. All Taxes relating to the Company due on or before the Closing Date have been timely and fully paid. The charges, accruals and reserves for Taxes due, or accrued but not yet due, relating to the Company for any Tax period prior to the Closing Date as reflected on the books of the Company are adequate to cover such Taxes. No penalties or other charges of any nature are or will become due with respect to the late filing of any Tax returns required to be filed on or before the Closing Date. All material Taxes that the Company is required by Law to withhold or collect have, in all respects, been duly withheld or collected and have been timely paid over to the extent due and payable. Any Tax Liability arising from the Company's election under Section
338(h)(10), including without limitation Tax Liability, if any, Taxes on "built-in" gains, if any, shall be the responsibility of the Company and will be reported on the final Tax return of the Company as an S Corporation. The gain arising from the Section 338(h)(10) Election shall be reported on the final S Corporation tax return filed by the Company and reported to the S Corporation Shareholders. There are no Tax sharing agreements to which the Company is now a party other than the intercompany agreement between EMT Corporation and EFS Finance Co. The Company is not, and has never been, a party to any agreement that would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company is not a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes. After the date hereof, no election or any other act with respect to Taxes will be made without the prior written consent of Buyer.

3.12 Employee Benefit Plans Except as identified and described in Schedule 3.12 attached hereto, the Company does not have "employee benefit plans" as that term is defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that currently are maintained by, sponsored in whole or in part by or contributed to, by or on behalf of the Company for the benefit of its employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries. Schedule 3.12 consists of a true, correct and complete copy of the employee handbook in effect with respect to the Company's employees as of the date hereof, which handbook contains true and complete summaries of all material pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus or other material incentive plans, all other material written employee programs, arrangements or agreements, whether arrived at through collective bargaining or otherwise, all material medical, vision, dental or other health plans, all life insurance plans and all other material employee benefit plans or fringe benefit plans, including, without limitation, all "employee benefit plans" as that term is defined in Section 3(3) of ERISA, currently adopted, maintained by, sponsored in whole or in part by, or contributed to by, or on behalf of, the Company for the benefit of its employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries who are eligible to participate therein (the "Benefit Plans"). Neither the Company nor any ERISA Affiliate of the Company (which for purposes of this Agreement shall mean any entity required to be aggregated with the Company under the Code Sections 414(b) or (c)) has misrepresented any provision of such Benefit Plans to any Persons, such Benefit Plans have been administered substantially in accordance with their terms, and all required premium payments and contributions to and payments from such Benefit Plans have been made in accordance with the terms of the Benefit Plans and on a timely basis. In addition, for purposes of any provision of this Agreement that relates to Code Section 412(n), the term ERISA Affiliate shall mean any entity aggregated with a person under Code Sections 414(b), (c), (m) or (o) which maintains or has maintained any multi-employer plan within the meaning of Section 3(37) of ERISA. All Benefit Plans have been administered and are in compliance in all material respects with the applicable terms of ERISA, the Code and any other applicable Law. No Benefit Plan which is a Defined Benefit Pension Plan (within the meaning of ERISA) has any "unfunded current liability," as that term is defined in Section 302(d)(8)(A) of ERISA, and the present fair market value of the assets of any such plan exceeds the plan's "benefit liabilities," as that term is defined in
Section 4001(a)(16) of ERISA, when determined under actuarial factors that would apply if the plan terminated in accordance with all applicable legal requirements. No Benefit Plan has an "accumulated funding deficiency" as defined in Code Section 412. No event has occurred with respect to a Benefit Plan that could subject the Company to liability under ERISA, other than Liabilities for contributions due under such Benefit Plans in the Ordinary Course of Business which arose from actions taken in compliance with ERISA. No Benefit Plan has been funded or administered in a manner that would result in Liability for any Tax or penalty with respect to excise Taxes for overfunding or prohibited transactions under applicable Law. On the Closing Date, contributions to the ESOP Trust shall be discontinued (except for a contribution of 8% of eligible wages for plan year 2001 already accrued for and to be made in the Ordinary Course of Business, and the distributions from the Escrow Agent as provided in the Escrow Agreement), and the existing trustees of the ESOP Trust will be retained at the sole cost of such ESOP Trust to determine, in accordance with the agreement establishing the ESOP Trust, the appropriate course of action as to assets held in the ESOP Trust for the benefit of the plan participants and beneficiaries. Subject to terms of the ESOP Documents and applicable Law, trustees

of the ESOP Trust may appoint successor trustees in order to fill vacancies. At the sole cost of the ESOP Trust, the trustees of the ESOP Trust may terminate, modify or amend the plan or roll the trust assets into a new plan in any manner such trustees deem appropriate; provided, however, that such activities of the ESOP Trust shall be in compliance with applicable Law and shall not increase the cost of pension plan commitments or potential liabilities undertaken by Buyer or the Company.

3.13 Absence of Certain Events. Since the date of the financial statements of the Company dated October 31, 2001, there has not been:

(a) an amendment to the Company's articles of incorporation or bylaws, or merger with or into or consolidation with any Person, a change or agreement to change any agreements to which the Company is a party except in the Ordinary Course of Business, or a change in the character or the business of the Company;

(b) any dividends declared or paid or other distributions of any kind to the Company's shareholders declared or made (except as provided in Section 6.4(m) hereof), or any direct or indirect redemption, purchase, retirement or other acquisition of any of the Stock or Stock Equivalents, without the prior written consent of Buyer in its discretion;

(c) any loan or advance made to any of the Company's officers, directors, employees, consultants, agents, shareholders or any other loan or advance made otherwise than in the Ordinary Course of Business;

(d) any change in the financial condition, properties, business or operations of the Company or any event or circumstance which is, or with reasonable likelihood may result in, singly or in the aggregate, a material adverse effect on the Company;

(e) any loss affecting any asset of the Company, unless such loss could not reasonably be expected to result in a material adverse effect upon the Company;

(f) any strike or other labor trouble or dispute has resulted in or may result in a material adverse effect upon the Company;

(g) any loss or threatened loss of any permit, license, qualification or certificate of authority held by the Company;

(h) any material indebtedness, Liability or obligation incurred by the Company or any transaction entered into by the Company, other than in the Ordinary Course of Business, or any guarantee by the Company of any indebtedness, Liability or obligation of any other Person;

(i) any material obligation, Liability or Lien, paid, discharged or satisfied by or on behalf of the Company other than the current Liabilities reflected in the October 31, 2001 financial statement;

(j) any sale, transfer or other disposition of any asset of the Company including, without limitation, FFELP Loans, except in the Ordinary Course of Business (and thus transfers of FFELP Loans to guarantee agencies pursuant to the claims process or to another Person pursuant to the consolidation process are permissible) or except as approved in writing by Buyer;

(k) any material change in, or any oral or written contract or arrangement to materially change, the compensation or other direct or indirect remuneration payable to any officer, employee or agent of the Company or any bonus, incentive or deferred compensation, profit sharing, retirement, pension, group insurance, death benefit or other fringe benefit plan, or any employment or consulting agreement, granted, entered into or materially amended or altered, other than in the Ordinary Course of Business (or other than as provided in Section 3.10 hereof);

(l) any capital expenditure, addition or improvement made or committed to be made by or on behalf of the Company in excess of $100,000.00 with respect to any single expenditure, addition or improvement of the Company;

(m) any termination or failure to renew, or receipt of a threat (that was not subsequently withdrawn) by a third party to terminate or fail to renew any material agreement to which the Company is a party;

(n) any material failure to maintain the books and records of the Company in the usual, regular and ordinary manner, consistent with past practice, or any material change in the accounting principle or practice of the Company;

(o) any material adverse change in the business, financial condition, operations, results of operations or reasonably foreseeable future prospects of the Company;

(p) any write-off as uncollectible of any FFELP Loan or other student loan, servicing fee or other receivable, or any portion thereof, not reflected on the most recent financial statement of the Company, except in the Ordinary Course of Business;

(q) any issuance of additional stock, Stock Equivalents or interests of any nature whatsoever in stock with respect to the Company, except as required in order to accomplish the exercise of the Stock Options pursuant to Section 6.13 hereof; or

(r) any agreement or understanding to do any of the foregoing.

3.14 Financial Statements. Schedule 3.14 attached hereto contains an accurate and complete consolidated balance sheet, statements of operation, changes in shareholder equity and cashflows relating to the Company (collectively, the "Financial Statements") for: June 30, 1999; June 30, 2000; June 30, 2001; and the four months ended October 31, 2001. Such information fairly presents the financial condition and results of operation of the Company as of and for such periods, have been prepared on a consistent basis throughout the periods covered thereby, are correct and complete, and are consistent with the books and records of the Company. All of the Financial Statements prior to July of 2001 are statements prepared in accordance with GAAP on a consistent basis throughout the periods covered thereby and are audited by a nationally recognized firm of independent accountants.

3.15 Absence of Undisclosed Liabilities. The Company does not have any direct or indirect, primary or secondary, Liability of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise that will have, or is reasonably likely to have, individually or in the aggregate, a material adverse effect upon the Company, or that is required by GAAP to be set forth on a financial statement or notes thereto except for the Liabilities which are accrued or reserved against and reflected upon the Financial Statements of the Company or Liabilities incurred in the Ordinary Course of Business since October 31, 2001.

3.16 Brokers and Finders. The Company has not employed any broker or finder or incurred any Liability for any brokerage fees, commissions or finder's fees in connection with this Agreement.

3.17 Conflicts of Interest. No officer or director of the Company (or any member of any family of such officer or director) has any direct or indirect interest in any creditor, competitor, supplier, customer or agent of the Company, except as previously disclosed to Buyer and except for ownership of less than 1% of the equity stock of any publicly traded entity.

3.18 Student Loan Servicing. The FFELP Loans serviced by the Company or any Subsidiary for other Persons and the FFELP Loans held by or on behalf of the Company or any Subsidiary have been originated (if originated by the Company), serviced and collected in material compliance with applicable servicing agreements, rules of guarantee agencies and the Higher Education Act, except as disclosed in Schedule 3.9 attached hereto. The Private Loans serviced by the Company or its Subsidiary for other Persons have been serviced and collected in material compliance with applicable servicing agreements and Law, except as disclosed in Schedule 3.9. None such FFELP Loans or Private Loans are subject to any material error or deficiency in origination (if originated by the Company), servicing or collection which may result in either a loss of eligibility to receive any portion of principal, interest, special allowance payments (or guarantee or insurance payments with respect thereto), or may give rise to material Liability on the part of Company or its Subsidiaries, except as disclosed in Schedule 3.9.

3.19 Student Loan Portfolio Characteristics. Schedule 3.19 attached hereto sets forth the portfolio characteristics for all FFELP Loans which are owned by or on behalf of the Company or its Subsidiaries as of October 31, 2001, and such characteristics shall not vary, other than as a result of operations in the Ordinary Course of Business or other than in a nonmaterial manner as of the Closing Date.

Such portfolio characteristics accurately show the aggregate principal balances of FFELP Loans by loan type, status, servicer, guarantor and owner. The amount of the unpaid principal balance and accrued and unpaid interest of each FFELP Loan held by or on behalf of the Company or its Subsidiary is due and owing, and no counterclaim, offset, defense or right of rescission exists with respect to any such FFELP Loan or which, with notice, lapse of time or the occurrence or failure to occur of any act or event could be asserted and maintained by the borrowers thereon against the Company or any Subsidiary. Except as described in the details on the Company's borrower benefit programs set forth in Schedule 3.19A attached hereto, no FFELP Loan held by or on behalf of the Company or any Subsidiary carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. Each FFELP Loan held by or on behalf of the Company or any Subsidiary has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and endorser, if any) thereof, enforceable in accordance with its terms. The Company is not in default in the performance of any of its covenants and agreements made in any guarantee agreement with respect to FFELP Loans, and all FFELP Loans held by or on behalf of the Company or any Subsidiary are covered by a guarantee agreement with a guarantee agency in accordance with the Higher Education Act. Each FFELP Loan originated by or held by or on behalf of the Company or its Subsidiary complies in all material respects with, and does not violate in any material respect, applicable Law. The Company owns no record, title or beneficial interest in or to any Private Loans, and has not originated any Private Loans on its own behalf or for other Persons.

3.20 Eligible Lender Status. Title to any FFELP Loans in which the Company holds an interest is held by an "eligible lender" as defined in the Higher Education Act pursuant to a trust agreement in accordance with the Higher Education Act, and such eligible lender holds the lender identification numbers set forth in Schedule 3.20 attached hereto on behalf of the Company.

3.21 Suppliers and Customers. No educational institution or lender which refers or sells a material volume of FFELP Loans to the Company or engages the Company to service a material volume of FFELP Loans has terminated, or, to the knowledge of the Company, threatened to terminate or contract the scope of its relationship with the Company. As of the Closing Date, the Company is not required to provide any bonding or other financial security arrangements in connection with any transactions with any customers or suppliers.

3.22 Real Estate. Schedule 3.23 attached hereto is a true and complete schedule of all leases of real estate to which the Company is a party. All such leases are in full force and effect, the Company shall have the quiet and peaceful possession of the properties covered thereby, and to the Company's knowledge, none of the lessors thereunder are in material default under any of the terms thereof. The Company owns no title interest in or to any real estate.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

Buyer represents, warrants and covenants to the Company, as of the date of this Agreement and as of Closing, as follows:

4.1 Organization and Power. Buyer is a corporation duly organized and validly existing under the laws of the State of Nevada. Buyer has full corporate power to execute, deliver and perform this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith.

4.2 Authority; Noncontravention. Buyer has the necessary corporate powers and authority to execute and deliver this Agreement and to perform the obligations to be performed by Buyer hereunder, and this Agreement is valid and binding upon Buyer and enforceable in accordance with its terms. The execution and delivery of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach of, constitute a default under, result in acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which Buyer is a party or by which Buyer is bound or which any of its assets are subject, (c) violate the articles of incorporation or bylaws of Buyer, or (d) result in acceleration of any obligation under, or constitute an event of default under, any order, judgment or decree to which Buyer is bound. Except as specifically set forth in this Agreement, no approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the shareholders or directors of Buyer is required that has not been obtained in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.

4.3 Financial Ability. Buyer has the necessary financial resources available to it which will allow it to consummate the transactions contemplated herein.

4.4 No Defaults or Violations. Buyer is not in default under any mortgage, deed of trust, indenture or other instrument or agreement to which Buyer is a party or by which it or its properties are bound, or in violation of any Law which default or violation could reasonably be expected to have a material adverse effect upon Buyer's ability to perform its obligations hereunder.

4.5 Brokers and Finders. Buyer has not employed any broker or finder or incurred any Liability for any brokerage fees, commissions or finder's fees in connection with this Agreement.

ARTICLE V
CLOSING

5.1 Closing. If the conditions to the parties' obligations enumerated below in Sections 5.2 and 5.3 are satisfied, consummation of the transactions contemplated hereby (the "Closing") shall take place on a date which will be a business day within a maximum of two (2) days following the date on which the last such condition is satisfied or waived by the party hereto entitled to the benefit of such condition (the "Closing Date") at a place to be mutually agreed upon by the parties, or on such other date or at such other location as the parties may agree. The parties shall use best efforts in good faith to accomplish Closing and thus achieve a Closing Date as of December 19, 2001.

5.2 Conditions to Buyer's Obligation to Close. The obligation of Buyer to close is subject to satisfaction (or written waiver by Buyer in Buyer's sole discretion, provided, however, that no such waiver of a condition shall constitute waiver by Buyer of any of its other rights if the Company, any Shareholder or any Option Holder shall be in default of any of their respective representations, warranties or covenants under this Agreement or any of the Seller Agreements) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Buyer which are not attached as Schedules (and therefore deemed satisfactory to Buyer) must be in form and substance reasonably satisfactory to Buyer:

5.2.1 Deliveries of Company. Buyer will have received the following: (i) Stock certificates duly endorsed in blank or with stock powers so endorsed and attached thereto ready for immediate transfer into Buyer's name, representing the transfer of Stock from 100% of the Shareholders of the Company to Buyer, free of all Liens, (ii) certified copies of resolutions of the directors of the Company and trustee(s) of the ESOP Trust authorizing execution, delivery and performance of the Agreement; (iii) incumbency certificates of the Company and the ESOP Trust; (iv) a favorable opinion of counsel to the Company, the ESOP Trust, John F. Wieczorek, Robert T. Wildman, Bryan P. Miller and Hollie D. Heider, in the form of Schedule 5.2.1 attached hereto; (v) all documents necessary to make a unanimous (A) election by 100% of the Shareholders and the Company under Section 338(h)(10) of the Code in accordance with Section 6.10 hereof, (B) consent by the Company and 100% of the Shareholders to allocation of the Purchase Price in accordance with Section 6.11 hereof, and (C) irrevocable exercise by holders of all Stock Options held by Stockholders; (vi) a current certificate of existence from the Secretary of State of Indiana indicating the Company and each Subsidiary is in existence as a corporation; (vii) certificates of the Company, dated as of the Closing Date, to the effect that this Agreement and related agreements have been performed and that representations and warranties are accurate in all material respects as if made as of the Closing, as contemplated in Sections 5.2.2 and 5.2.3 hereof, and signed by the Company and John F. Wieczorek, Garrett A. Varner, Bryan P. Miller, Hollie D. Heider and Robert T. Wildman, as applicable; (viii) Books and Records of the Company and its Subsidiaries including, without limitation, the stock books, stock ledgers, minute books and contracts; (ix) the Escrow Agreement in the form of Schedule 5.2.1A attached hereto, executed by all parties intended to be signatories thereon except Buyer; and (x) all Seller Agreements (and all deliveries required to be made by Shareholders pursuant thereto) executed by Shareholders.

5.2.2 Agreements Performed. The Company shall have performed all of the obligations under this Agreement to be performed by it before Closing and the Shareholders shall have performed all of their respective obligations under the Seller Agreements to be performed by them at or before the Closing;

5.2.3 Representations Accurate The representations and warranties of the Company contained herein and of the Shareholders contained in the Seller Agreements will continue to be accurate in all material respects as if made as of the Closing, without giving effect to any supplemental disclosure, update or modification of any Schedule hereto;

5.2.4 No Change. Between October 31, 2001, and the Closing Date, there will have been no material adverse changes in the financial condition, results of operations, assets, business or reasonably foreseeable prospects of the Company, and no pending Governmental Authority proceedings or legal action which challenges the validity or legality of or seeks or is reasonably expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement or any of the Seller Agreements;

5.2.5 HSR Act Compliance. The applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated;

5.3 Conditions to the Company's Obligations to Close. The obligation of the Company to close is subject to satisfaction (or written waiver by the Company in the Company's sole discretion, provided, however, that no such waiver of a condition shall constitute waiver by the Company of any of its other rights if Buyer shall be in default of any of its representations, warranties or covenants under this Agreement) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to the Company which are not attached as Schedules (and therefore deemed satisfactory to the Company) must be in form and substance reasonably satisfactory to the Company:

5.3.1 Deliveries of Buyer. The Company or Shareholders, as applicable under Schedule 2.1, will have received: (i) immediately available funds by cashiers check or wire transfer in the amount of the Purchase Price (pursuant to wiring instructions which the Company shall furnish or cause to be furnished to Buyer at least two (2) days prior to the Closing Date); (ii) copy of resolutions of Buyer's board of directors authorizing Buyer's execution, delivery and performance of this Agreement; (iii) a favorable opinion of counsel in the form of Schedule 5.3 attached hereto; (iv) a certificate of Buyer, dated as of the Closing Date, to the effect that this Agreement and related agreements have been performed and representations and warranties are accurate in all material respects as if made as of Closing; and (iv) the Escrow Agreement with the Escrow Agent in the form of Schedule 5.2.1A attached hereto and executed by Buyer;

5.3.2 Agreements Performed Buyer will have performed all of the obligations under this Agreement and the Seller Agreements attached hereto to be performed by it at or before the Closing;

5.3.3 Representations Accurate. The representations and warranties of Buyer contained herein will continue to be accurate in all material respects as if made as of the Closing without giving effect to any supplemental disclosure, update or modification of any Schedule hereto;

5.3.4 Legal Action. There will be no pending Governmental Authority proceedings or legal action which challenges the validity or legality of or seeks or is reasonably expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement or the Seller Agreements; and

5.3.5 HSR Act Compliance. The applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated.

5.4 Termination. This Agreement may be terminated:

(a) by written agreement of Buyer and the Company;

(b) by the Buyer, if there has been a material breach by any of the Shareholders or the Company or its Subsidiaries of any of the Shareholders' or Company's (or its Subsidiaries') respective representations, warranties, covenants or agreements set forth in this Agreement or in the Seller Agreements which breach is not or cannot be cured promptly by the Shareholders or the Company or its Subsidiaries;

(c) by the Company if there has been a material breach by Buyer of any of Buyer's representations, warranties, covenants or agreements set forth in this Agreement or in the Seller Agreements which breach is not or cannot be cured promptly by Buyer;

(d) by the Company, under the provisions of
Section 9.1 hereof;

(e) by the Company if the conditions set forth in Section 5.3 hereof (other than Section 5.3.5) are not satisfied or waived on or before January 14, 2002;

(f) by Buyer if the conditions set forth in
Section 5.2 hereof (other than Section 5.2.5) are not satisfied or waived on or before January 14, 2002;

(g) by the Company or by Buyer if the conditions set forth in Section 5.2.5 or Section 5.3.5 hereof are not satisfied on or before January 14, 2002, or such other date as the parties hereto may agree upon.

If this Agreement is terminated pursuant to paragraph (a), (e), (f) or (g) of this Section, all provisions of this Agreement will become void without any Liability on the part of any party. If this Agreement is terminated pursuant to paragraph (d) of this Section, all provisions of this Agreement will become void without any Liability on the part of any party, except for Section 9.1 hereof. If this Agreement is terminated pursuant to paragraph (b) or (c) of this Section, all rights and remedies of each party hereunder and all other provisions hereof related thereto, including without limitation the provisions of Section 9.1 hereof, will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom. All rights and remedies of each party hereunder and all other provisions hereof related thereto will survive

termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom.

5.5 Closing Deliveries. As soon as possible following the date of this Agreement, the parties hereto will obtain the items required for delivery in Sections 5.2.1 and 5.3.1 hereof, and on the Closing Date the parties hereto will make or cause to be made, the transfers and deliveries set forth in Sections 5.2.1 and 5.3.1 hereof. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or delivery will become effective until all of the transfers and deliveries provided for hereunder have been consummated. The transfers and deliveries herein contemplated will be deemed to have occurred and the Closing will be effective as of the close of business on the Closing Date. The Company will provide to Buyer information with respect to the progress of obtaining items necessary for Closing and as reasonably requested by Buyer from time to time.

ARTICLE VI
COVENANTS

6.1 Miscellaneous Covenants.

6.1.1 Publicity. The parties shall cooperate and agree as to the form, timing and substance of all public announcements relating to this Agreement or the transactions contemplated hereby and such announcements will be made only as may be authorized mutually by Buyer and the Company or as required by Law.

6.1.2 Expenses. Except to the extent otherwise specifically provided herein, each party will pay all of its own respective expenses incident to the transactions contemplated by this Agreement which are incurred by such party or its representatives, except that the Company shall pay the expenses of the Shareholders, with respect to fees of attorneys (other than counsel to the ESOP Trust), accountants and valuation agents engaged in connection with this Agreement, up to a maximum aggregate of $250,000.

6.1.3 No Assignment. No assignment of any part of this Agreement or any right or obligation hereunder may be made without the prior written consent of the other party, and any assignment attempted without that consent will be void.

6.1.4 Further Assurances. The parties shall use their best efforts to fulfill all conditions to the obligation of the other parties to consummate the transactions contemplated hereby and, after the Closing, take such further actions as may be reasonably requested by the other party to accomplish the intent set forth herein.

6.2 Confidentiality.

6.2.1 Confidentiality Obligation. Except for a Required Disclosure (as defined below) each party hereto agrees not to disclose or use, directly or indirectly, any Confidential Information (as defined below), at any time after execution of this Agreement, and the Closing. In the event of a contemplated Required Disclosure of Confidential Information by a party, such party agrees to use his, her or its best efforts to provide the other party and the Company an opportunity to object to the disclosure and as much prior written notice as is possible under the circumstances. For purposes of this Section 6.2.1, "Confidential Information" means (i) all information belonging to, used by, or which is in the possession of any party hereto relating to the Company's or its Subsidiaries' or another party hereto's business to the extent such information is not intended to be disseminated to the public or is otherwise not generally known to competitors of the Company or its Subsidiaries, including, but not limited to, information relating to the Company's or its Subsidiaries' products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, or trade secrets and (ii) all information relating to the acquisition of the Stock by Buyer hereunder, including, without limitation, all strategies, negotiations, discussions, terms, conditions and other information relating to this Agreement and each other document and agreement delivered in connection herewith. Each party hereto acknowledges that following the Closing all of the Confidential Information will be the exclusive proprietary property of the Company or of the appropriate other parties hereto, as the case may be, whether or not prepared in whole or in part by any party hereto and whether or not disclosed to or entrusted to the custody of any party hereto. Nothing herein shall require any party to withhold from disclosure of any Confidential Information hereunder where disclosure is required by Law, required to be included in either party's financial statements or required for the preparation and submission of any report for any agency, commission or board requiring such information in connection with such party's business (a "Required Disclosure"). Notwithstanding any other provision contained in this Agreement to the contrary, the Buyer may furnish information (including Confidential Information) to third Persons who are agents or employees of the Buyer.

6.3 Access to Information. Upon reasonable notice and subject to applicable Laws relating to the exchange of information, the Company shall afford to the officers, employees, accountants, counsel and other representatives of Buyer access, during normal business hours during the period prior to the Closing Date, to all of the properties of the Company and, during such period, the Company shall make available to Buyer all information and Books and Records concerning the Company and its properties, business and employees as Buyer may reasonably request.

6.4 Conduct of Business. The Company agrees that, from the date hereof through the Closing, except to the extent otherwise permitted by this Agreement or consented to in writing by Buyer, the Company shall:

(a) operate its business only in the Ordinary Course of Business;

(b) not enter into or assume any material agreement, contract or instrument relating to the Company or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof;

(c) pay accounts payable and other obligations of the Company when they become due and payable in the Ordinary Course of Business;

(d) use its reasonable efforts to preserve its business organizations intact, to retain the services of its employees and to preserve its goodwill and relationships with customers, suppliers, creditors and others having business relationships with it;

(e) take such action as may be reasonably necessary to preserve its properties and assets and to maintain its permits and licenses;

(f) maintain its insurance policies in full force and effect;

(g) comply with any applicable Law;

(h) promptly advise Buyer in writing of any material adverse effect on the Company or its business, financial condition or properties and of any event or circumstance which will, or with reasonable certainty will, result in such a material adverse effect on the Company or which will, or with reasonable certainty will, constitute a violation or breach of any representation, warranty or covenant contained in this Agreement;

(i) review with Buyer all decisions regarding new contracts or extensions or amendments of existing contracts, equipment purchases and sales and other operational decisions involving individually or in the aggregate more than $100,000.00;

(j) except as required by applicable Law, and except as provided in Section 3.10 hereof, not make or commit to make any salary or wage increase with respect to any officer, employee or agent or enter into, amend or alter any Benefit Plan, trust agreement or arrangement or any employment or consulting contract;

(k) not pay, discharge or satisfy any Liability or Lien other than current Liabilities reflected in the most recent financial statements of the Company, and current Liabilities incurred since the date of the most recent financial statements of the Company in the Ordinary Course of Business;

(l) not sell, transfer or otherwise dispose of or encumber any of its cash, assets (including, without limitation, FFELP Loans) or properties, or engage in any activity in connection with any securitization of assets owned by the Company or its Subsidiaries, without the prior written approval of Buyer;

(m) not declare or pay any dividend or make any distribution with respect to the Stock, or redeem, purchase or otherwise acquire any of its capital stock, except as provided in
Section 6.16 hereof;

(n) not modify or amend any of the terms of any of the contracts to which the Company is a party;

(o) not issue any new or additional shares of Stock or any Stock Equivalents;

(p) not make any contract or understanding to take any action referred to in Sections 6.4(a) through 6.4(n) above; and

(q) not take any affirmative action, or fail to take any reasonable action within its control, which would result in any of the changes or events listed in Sections 3.13(a) through 3.13(r).

6.5 Seller Agreements The Company shall recommend that Shareholders of the Company execute the Seller Agreements and perform all covenants undertaken by Shareholders thereunder. In any event, this Agreement shall be binding upon the Company, irrespective of whether all Shareholders of the Company sign the Seller Agreements.

6.6 Employee Benefits. To the extent permitted by applicable Law, Buyer or its Affiliates shall provide employees of the Company and its wholly owned Subsidiaries who may be retained subsequent to the Closing Date employee benefits to the same extent that Buyer or its Affiliates provides such benefits to their similarly situated employees, subject to the eligibility requirements for such benefits. Each such employee will be credited with the same vesting years of service as existed under the Company's plan as of the Closing Date under the rules of the applicable plan of Buyer or its affiliates.

6.7 Financial Information. From and after the date hereof, the Company shall provide Buyer with copies of monthly financial statements of the Company. Such financial statements shall be delivered to Buyer within five (5) days after such statements become generally available to management of the Company.

6.8 Officers and Employees. Without incurring any Liability with respect to the Company, the Company shall use its best efforts to cause all officers and employees of the Company to remain with the Company after the Closing Date. Prior to the Closing Date, the Company shall use best efforts to enter into employment agreements with key employees under terms as designated or requested by Buyer, including noncompete covenants.

6.9 Final Tax Return. The Company shall engage either the accounting firm of KPMG Peat Marwick LLP or Crowe Chizek and Company to prepare the final "S" Corporation return for the Company following Closing, so long as the terms of such engagement do not vary materially from terms of prior engagements of Crowe Chizek and Company and the contents of such final return shall be conclusive only with the consent and concurrence of the accountants not so engaged.

6.10 Section 338(h)(10) Election. The Company agrees to join in, and to use best efforts to cause Shareholders to join in, making a unanimous, timely, effective and irrevocable election under Section 338(h)(10) of the Code
(and any corresponding election under state, local or foreign Tax Law) (collectively, the "Section 338(h)(10) Election") with respect to the transaction contemplated by this Agreement and to file such Section 338(h)(10) Election in accordance with applicable Law. Buyer and the Company agree to cooperate (and to use best efforts to cause Shareholders to cooperate) in all respects for the purpose of effecting a timely and effective Section 338(h)(10) Election, including without limitation, the execution and filing of any forms, consents or returns.

6.11 Allocation of Purchase Price. At and following the Closing, Buyer and the Company shall make (and the Company shall use best efforts to cause Shareholders to make) a good faith, unanimously approved allocation of the Purchase Price among the assets of the Company substantially as set forth in Schedule 6.11 attached hereto (the "338 Allocation") within the requirements of Treasury Regulation Section 1.338(b)-2T with the knowledge and understanding that the 338 Allocation will be used by Buyer, the Company, Shareholders for federal income tax reporting purposes. The Company and Buyer shall report (and the Company shall use best efforts to cause Shareholders to report) the transactions contemplated by this Agreement for federal income tax purposes in accordance with the 338 Allocation. Neither Buyer nor the Company, nor any consolidated or unitary Tax reporting group of which either of them is a party, shall take (and the Company shall use best efforts to cause the Shareholders not to take) any position inconsistent with the 338 Allocation except with the written consent of the other parties to this Agreement.

6.12 HSR Act Filings. On November 30, 2001, the parties caused to be prepared and filed, with the appropriate Governmental Authorities, a notification with respect to the transactions contemplated by this Agreement pursuant to the HSR Act. Each party will promptly provide all additional information requested, and take all other actions necessary or appropriate, to comply with notification requirements under the HSR Act and to cause the expiration of all waiting periods under the HSR Act. The filing fee under the HSR Act shall be paid 50% by the Company and 50% by the Buyer.

6.13 Exercise of Stock Options. The Company shall use best efforts to cause any holders of Stock Options to make an irrevocable exercise of such Stock Options which is effective immediately prior to Closing. If Closing does not occur, the exercise of the Stock Options will not be effective. Holders of Stock Options shall be responsible for paying the exercise price attributable to the exercise of Stock Options hereunder, and for any withholding taxes (including without limitation federal, state and employees social security and medicare taxes) attributable to the exercise of the Stock Options, and such Liabilities shall reduce the Purchase Price as provided in Section 2.1.2(i) hereof. The Company shall not exercise any right of first refusal, option, redemption rights or other rights of similar nature with respect to the Stock, unless Buyer requests the Company to exercise any such rights. The Company is authorized to loan each holder of Stock Options the exercise price of such Stock Options, which loans shall be repaid by a reduction in Purchase Price as provided in Section 2.1.2 hereof.

6.14 Payment of Indebtedness. On or before the Closing Date, the full outstanding principal balance and accrued and unpaid interest with respect to any and all outstanding indebtedness owed by any of the Shareholders to the Company or any Subsidiary shall be paid by reduction of the Purchase Price in accordance with Section 2.1.2(ii) hereof. In addition, prior to Closing, the Company shall pay in full the outstanding principal balance and accrued and unpaid interest with respect to any and all unsecured or general obligation indebtedness owed by the Company, including, without limitation, the indebtedness owed by the Company to Bank One, N.A.

6.15 Separate Seller Agreements. The Company shall use best efforts to cause Shareholders to execute and deliver to Buyer the Seller Agreements attached in the form of Schedule 6.15 attached hereto, as requested by Buyer.

6.16 Permitted Dividends. If the Closing occurs on or before December 31, 2001, no distributions or dividends of any nature shall be made by the Company through Closing. If Closing occurs after December 31, 2001, then the Company shall be permitted to make dividend distributions to all Shareholders, as follows: (i) with respect to 2001 operations, the Company shall at any time after December 31, 2001 and prior to Closing, distribute cash dividends of up to 40% of estimated 2001 Taxable income from the Company's operations, reduced by the amount of $9,165,725 (which represents the cumulative dividends attributable to 2001 estimated taxable income paid through September 30, 2001); (ii) in addition, within thirty (30) days of the Closing Date, the Company shall make dividend distributions of up to 45% of the Company's estimated Taxable income from the Company's operations for 2002, pro-rated for the number of days in 2002 that the Company remained an S Corporation; and (iii) in addition, after the final 2001 S Corporation Taxable income has been determined by the parties' respective accountants, an additional distribution attributable to 2001 Taxable income shall be made by the Company to all Shareholders by February 15, 2002, in an amount determined by multiplying 2001 S Corporation Taxable income by 45% and reducing that product by the sum of $9,165,725 and the dividends paid pursuant to clause (i) above. The distributions permitted in clauses (i), (ii) and (iii) above shall be reduced by the amount of $6,000,000. In any event, and notwithstanding any provision herein to the contrary, any element of reportable gain attributable to the transactions contemplated herein, as well as compensation expense recognized upon exercise of all Stock Options, shall be excluded from Taxable income in determining the amount of dividends payable, and the determination of Taxable income shall be reduced by the "Built-In Gains Tax," if any, described in Section 3.11 hereof. The foregoing notwithstanding, Shareholders shall have no obligation to repay or refund any of the $9,165,725 dividend distributions made prior to September 30, 2001.

6.17 Supplemental Disclosure. Until the Closing, the parties hereto will immediately notify the other party of any event or circumstance that:

(a) makes it necessary to correct any representation and warranty in Article III or IV that has been rendered inaccurate thereby; or

(b) arises hereafter and which, had it existed on or prior to the date hereof, would have resulted in an inaccuracy in a representation and warranty in Article III or IV.

6.18 Insurance. The Company and/or Buyer shall pay for continuation of current or substantially equivalent insurance coverage of trustee(s) of the ESOP Trust and for directors of the Company for up to three years following the Closing of this Agreement at a maximum aggregate cost of approximately $40,000 annually, or such other amount as may be agreed upon by the parties.

ARTICLE VII
INDEMNIFICATION

7.1 Survival of Representations and Warranties With the exception of the representations and warranties contained in Sections 3.5, 3.18 and 3.19 (which shall survive Closing), the representations and warranties of the Company in Article III and Buyer in Article IV will not survive the Closing.

7.2 Indemnification by the Company. The Company will indemnify Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Shareholders) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Shareholders) (collectively, the "Buyer Indemnified Parties") against and hold them harmless from all Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by the Company herein including, without limitation, Liability arising from claims of other Persons.

7.3 Indemnification by Buyer. The Buyer will indemnify the Company and its agents, inclusive of the Shareholders only as to Section 7.3(b) hereof (collectively, the "Company Indemnified Parties") against and hold them harmless from:

(a) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Buyer herein including, without limitation, Liability arising from claims of other Persons.

(b) Built-In Gain Taxes. Such liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of Tax liability for "built-in gains" under Section 1374 of the Code and which arise from the transactions contemplated herein, but the amount for which Buyer shall be liable under this Section 7.3(b). If any claim or demand for "built-in gain" Taxes in respect of which indemnity may be sought pursuant to this Section 7.3(b) is asserted in writing against the Company, the Company shall promptly notify Buyer of such claim or demand within sufficient time that would allow Buyer to timely respond to such claim or demand, and shall give Buyer such information with respect thereto as Buyer may reasonably request. Buyer may discharge, at any time, its indemnification obligation under this Section 7.3(b) by

paying to the Company the amount of the applicable indemnification for built-in gain Taxes, calculated on the date of such payment. Buyer may, at its own expense, participate in and, upon notice to the Company, assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). The Company shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, the reasonable cost of which will be at Buyer's expense, separate from the counsel employed by Buyer. If Buyer chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution of such claim. Buyer shall not be liable under this Section 7.3(b), for (i) any Tax claimed or demanded by any Governmental Authority, the payment of which was made without Buyer's prior written consent, or (ii) any settlements effected without the consent of Buyer, or resulting from any claim, suit, action, litigation or proceeding in which Buyer was not permitted an opportunity to participate.

7.4 Basket and Limitation of Liability. In connection with each of the Shareholders' indemnity obligations (contained in the Seller Agreements) arising solely from breaches by the Company of representations and warranties contained in Sections 3.5, 3.18 and 3.19 hereof, no Shareholder shall have indemnity obligation with respect to such breaches of Sections 3.5, 3.18 and 3.19 hereof until the aggregate amount of all "Claims" (as defined below) exceeds $2,500,000. "Claims" shall mean (i) claims for breaches under Sections 3.5, 3.18 and 3.19 hereof and which are made in connection with matters other than loan servicing errors of the Company or its Subsidiaries, and (ii) claims for breaches under Sections 3.18 and 3.19 hereof made in connection with FFELP Loan and Private Loan servicing errors committed by the Company or its Subsidiaries prior to Closing and which (A) may reasonably be expected to result in a loss of guarantee on FFELP Loans or Private Loans in the event a claim is filed with a guarantor, (B) resulted from a systemic defect or series of defects in the Company's (or its Subsidiaries') servicing operations, and (C) singly, or in the aggregate, impact upon a material portion of the FFELP Loans or Private Loans serviced by the Company or its Subsidiaries. The total amount of Claims shall not exceed $7,000,000 ($19.36 per share of Stock acquired by Buyer hereunder) and shall be payable only from funds held under the Escrow Agreement for that purpose. Claims must be identified by Buyer and submitted to the Escrow Agent prior to December 1, 2002. Buyer agrees to negotiate in good faith with the agent for the Shareholders the total amount of the Claims to be paid hereunder and, in connection with Claims relating to servicing errors, Buyer and the agent for the Shareholders under the Escrow Agreement shall consider such factors as historical default rates, historical cure rates, historical interest penalties, potential Liabilities to the Department of Education, and costs to cure. Settlement of Claims shall be further governed by the agreement with the Escrow Agent as provided in Schedule 5.2.1A hereof.

ARTICLE VIII
CONSTRUCTION

8.1 Definitions. When used in this Agreement, the following terms in all of their tenses and cases will have the meanings assigned to them below or elsewhere in this Agreement as indicated below:

"Acquisition Proposal" means any proposal for any acquisition of all or part of the Stock or assets or properties of the Company outside the Ordinary Course of Business, or merger, consolidation or other combination involving the Company.

"Affiliate" of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

"Agreement" means this Stock Purchase Agreement and any amendments or modifications thereof.

"Books and Records" means all books and records of the Company relating to the Company's business and properties, including, but not limited to, (i) all books and records relating to the purchase of materials and supplies, sales of products, dealings with customers, invoices, suppliers' lists and personnel records, (ii) all contracts, reports, opinions, maps and other documents affecting the title to or the value of the properties of the Company, (iii) Tax returns, and (iv) all financial and operating data, files and other information with respect to the Company's business and properties.

"Buyer" means NELnet, Inc., a Nevada corporation.

"Buyer Indemnified Parties" is defined in Section 7.2.

"Closing" and "Closing Date" are defined in Section 5.1.

"Code" means the Internal Revenue Code of 1986, as amended, and shall incorporate Treasury Regulations, private letter rulings and other regulatory pronouncements.

"Company" means EFS, Inc., an Indiana corporation.

"Company Indemnified Parties" is defined in Section 7.3.

"Competitive Business" means engaging in, directly or indirectly (including providing aid, assistance, or advice to any third party), business operations with respect to the origination, referral, funding, financing, marketing, solicitation, servicing, acquisition, transfer, sale or any other venture connected with FFELP Loans or Private Loans.

"Confidential Information" is defined in Section 6.2.1.

"Escrow Agent" means Union Bank and Trust Company.

"Escrow Agreement" means the agreement among the Escrow Agent, certain Shareholders and Buyer as shown in Schedule 5.2.1A.

"ESOP Documents" means, collectively, ESOP Trust's plan document and promissory notes and related security documents given by the ESOP Trust to the Company.

"ESOP Trust" means EFS, Inc. Employees' Retirement Plan.

"FFELP Loans" means student loans made and intended to be guaranteed pursuant to the Higher Education Act.

"GAAP" means generally accepted accounting principles.

"Governmental Authority" means any federal, provincial, municipal, state, regional or local authority, agency, body, court or instrumentality, regulatory or otherwise, domestic or foreign, which, in whole or in part, was formed by or operates under the auspices of any federal, provincial, municipal, state, regional or local government, domestic or foreign.

"Higher Education Act" means Title IV, Parts B, F and G, of the Higher Education Act of 1965, as amended or supplemented and in effect from time to time, or any successor enactment thereto, and all regulations promulgated thereunder and any directives issued by the United States Secretary of Education.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Law" means any common law and any federal, provincial, municipal, state, regional, local or foreign law, bylaw, rule, statutes, ordinance, rule, order or regulation.

"Liabilities" means responsibilities, obligations, duties, commitments, claims and liabilities of any and every kind, whether known or unknown, accrued, absolute, contingent or otherwise.

"Lien" means any security interest, lien, charge, covenant, condition, voting rights restriction, easement, adverse claim, demand, encumbrance, limitation, security interest, option, pledge, warrant or any other title defect or restriction of any kind.

"Ordinary Course of Business" (or any similar reference) means, with respect to the Company and its Subsidiaries, any servicing arrangements, FFELP Loan acquisition activities and financing activities with respect to FFELP Loans and any other activities incidental to such operations, to the extent that each of the foregoing is conducted in a manner consistent with applicable Law, GAAP and the Company's past practices.

"Person" means any individual, corporation, limited liability company, partnership, association or any other entity or organization.

"Private Loan" means a student loan which is not made or guaranteed pursuant to the Higher Education Act.

"Purchase Price" is defined in Section 2.1.

"S Corporation" means a corporation which satisfies the requirements under Section 1361 of the Code and other provisions of the Code.

"Seller Agreements" means, collectively, the Stock Purchase Agreements, Stock Purchase Agreement (ESOP) and Stock Purchase Agreements-A dated as of even date herewith between Buyer and Shareholders.

"Shareholders" means, collectively, 100% of the holders of all Stock and Stock Options (to be exercised by holders thereof).

"Stock" means 100.0% (361,577.515 shares) of all of the capital stock and equity interest of and in the Company, issued and outstanding as of the Closing, comprised as of the date of this Agreement by 296,512.515 shares which are currently outstanding, and 65,065 shares which are reserved for issuance upon exercise of the Stock Options (and which shall be exercised prior to Closing).

"Stock Equivalents" means Stock Options, rights in connection with unissued stock of the Company or stock of the Company not yet issued or outstanding, and similar rights with respect to the Stock.

"Stock Options" means the 65,065 shares of unissued stock, reserved for issuance upon exercise of options and which are to be exercised immediately prior to Closing as provided in Section 6.13 hereof.

"Subsidiaries" means the following entities: EFS Finance Co., an Indiana corporation, EFS Services, Inc., an Indiana corporation, EMT Corporation, an Indiana corporation (which is an indirect Subsidiary of the Company, and a wholly owned Subsidiary of EFS Finance Co.), and Advantage Network Corp., an Indiana corporation.

"Tax" means any charge or assessment by or liability to any Governmental Authority, including, but not limited to, any deficiency, interest or penalty.

8.2 Notices. All notices or communications hereunder shall be in writing and shall be deemed sufficiently given by any of the parties hereto to the other parties if such notice or communication is delivered or mailed (postage prepaid), by registered or certified mail, return receipt requested, as follows:

(a) If to Buyer:

NELnet, Inc.
Attention: Mike Dunlap 6801 South 27th Street Lincoln, Nebraska 68512

Telephone: 402/323-1131 Facsimile: 402/323-1286

with a copy to:

Daniel F. Kaplan Perry, Guthery, Haase & Gessford, P.C., L.L.O.

233 South 13th Street, Suite 1400
Lincoln, Nebraska 68508
Telephone: 402/ 476-9200
Facsimile: 402/ 476-0094

(b) If to the Company:

EFS, Inc.
Attention: President 8425 Woodfield Crossing Boulevard, Suite 401 Indianapolis, Indiana 46240-2495 Telephone: 317/ 469-2042 Facsimile: 317/ 469-2088

with a copy to:

O. Wayne Davis Henderson Daily Withrow & Devoe One Indiana Square, Suite 2600 Indianapolis, Indiana 46204 Telephone: 317/ 639-4121 Facsimile: 317/ 639-0191

or to such other address as may be designated in a subsequent notice as provided in this Section 8.2. Notices sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed to have been given two business days after being mailed, and otherwise notices shall be deemed to have been given when received.

8.3 Binding Effect. Except as may be otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement is intended or will be construed to confer on any Person other than the parties any rights or benefits hereunder, and there are no intended (or unintended) third party beneficiaries of this Agreement other than (i) the Shareholders of record under Section 7.3(b) hereof, (ii) directors of the Company only under Section 6.18 hereof, and (iii) trustees of the ESOP Trust only under Section 6.18 hereof.

8.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same document.

8.5 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against either party. This Agreement shall be construed to be valid and enforceable to the full extent allowed by law. It is agreed that if any part, term or provision of this Agreement is determined to be illegal, unenforceable or in conflict with applicable law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the term or provision held to be invalid.

8.6 Modification. No supplement, modification or amendment of this Agreement will be binding unless made in a written instrument which is signed by both parties and which specifically refers to this Agreement.

8.7 Entire Agreement. This Agreement and the agreements and documents referred to in this Agreement or delivered hereunder are the exclusive statement of the agreement between the parties concerning the subject matter hereof. All negotiations between the parties are merged into this Agreement, and there are no representations, warranties, covenants, understandings or agreements, oral or otherwise, in relation thereto between the parties other than those incorporated herein and to be delivered hereunder. This Agreement shall specifically supersede any prior negotiations, understandings or agreements between

the Company and Buyer including, without limitation, the letter of intent executed by the Company, certain Shareholders and Buyer and dated as of November 8, 2001.

ARTICLE IX
EXCLUSIVITY

9.1 Exclusive Negotiation. During the period between the date of this Agreement and the Closing Date (the "Exclusive Period"), the Company shall not (and will use best efforts to cause the Shareholders to not), directly or indirectly, solicit an Acquisition Proposal from or enter into or continue any negotiations with respect to an Acquisition Proposal with any third parties. If the Company or any Shareholder receives any unsolicited Acquisition Proposal, the Company will immediately disclose to Buyer the terms thereof. If failure to accept an Acquisition Proposal would result in a breach of fiduciary duty by the trustees of the ESOP Trust or directors of the Company, the Company may terminate this Agreement prior to Closing and, if such Acquisition Proposal is accepted by the Company or any Shareholders, the Company shall pay to Buyer a termination fee in the amount of Fifteen Million Dollars ($15,000,000) at or upon consummation of such Acquisition Proposal or modification thereof. Notwithstanding any other provision to the contrary herein, the Company shall have no right under this Section 9.1 to consider or accept, and the Company agrees not to consider or accept (or terminate this Agreement in connection with), any Acquisition Proposal, the terms of which offer payment of an aggregate purchase price for the Stock and Stock Options of $161 million or less. The parties acknowledge that Buyer is expending substantial amounts of resources, and foregoing substantial business opportunities, as a result of its negotiation, due diligence review, and preparation for Closing, and that a termination of this Agreement will result in substantial harm and damages to Buyer. The parties acknowledge that the costs to Buyer arising from a failure to consummate the transactions contemplated by this Agreement are substantial and difficult to ascertain, and that the termination fee amount is a reasonable liquidated damage amount in light of the size, complexities and nature of the transactions contemplated herein. Such termination fee shall only be paid if this Agreement is terminated by the Company under this Section 9.1. If Buyer fails to close for the reason that Buyer has committed a material breach hereunder, the termination fee provided for herein shall not be paid. Upon execution of this Agreement, the Company shall reject (and shall use best efforts to cause the Shareholders to reject) all currently outstanding Acquisition Proposals other than this Agreement, unless Buyer otherwise provides written consent. Following execution of this Agreement, the Company shall consult with Buyer as to the timing and content of any response to any Acquisition Proposal.

X
INDIANA PRESENCE

10.1 Indiana Presence. After the Closing Date, Buyer intends to retain, as Company employees, all or a portion of the employees currently administering the Company's operations as are commensurate with Buyer's long term goals. In addition, Buyer will be permitted to enter into employment agreements with certain key management personnel. It is Buyer's intention that this will serve to maintain and promote the integrity of the Company as an Indiana-based entity which is interested in the welfare of the people operating it as well as the community in which it is located. Being permitted to maintain employment for

people in Indiana is a consideration that is seen by Buyer to have a long lasting, positive impact upon the Company's ability to remain competitive in the Midwest. Buyer is also considering a potential transfer of a portion of its servicing operation to Indianapolis. In addition, as positions in Buyer's operations may arise in locations other than Indianapolis, employees of the Company in Indianapolis will have the opportunity, at their option, to apply for such positions.

[The balance of this page is intentionally left blank]

INTENDING TO BE LEGALLY BOUND, the parties have signed this Master Stock Purchase Agreement as of the date first above written.

NELnet, Inc. EFS, Inc.

/s/ David Bottegal                  By:    /s/ John F. Wieczorek
----------------------------               ---------------------------
    David Bottegal                         John F. Wieczorek
    Senior Vice President                  Chairman and Chief
                                           Executive Officer

                                    By:    /s/ Garrett A. Varner
                                           ---------------------------
                                           Garrett A. Varner
                                           Executive Vice President

                                    By:    /s/ Bryan P. Miller
                                           ---------------------------
                                           Bryan P. Miller
                                           Executive Vice President

                                    By:    /s/ Hollie D. Heider
                                           ---------------------------
                                           Hollie D. Heider
                                           Executive Vice President

Exhibit 2.9

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is entered into as of the 24th day of January, 2002, by and among NELnet, Inc., a Nevada corporation (the "Buyer") and Hilario Arguinchona, individually (the "Seller").

RECITALS

A. Seller owns title and beneficial ownership interest in 100.0% of all of the issued and outstanding capital stock (the "Stock") of Idaho Financial Associates, Inc., an Idaho corporation (the "Company");

B. The parties desire that Seller sells to Buyer and Buyer purchases from Seller upon the terms and conditions hereinafter set forth all of the Stock representing a 100.00% equity interest in the Company immediately after all transactions contemplated or referenced in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and in consideration of and in reliance upon the representations, warranties and obligations in this Agreement, the parties agree as follows:

ARTICLE I
PURCHASE OF STOCK

1.1 Definition Reference. Certain capitalized terms are defined in
Section 8.1.

1.2 Purchase of Stock. Subject to the terms of this Agreement, Seller agrees to sell, transfer and assign (or cause to be sold, transferred and assigned) to Buyer free of all Liens, and Buyer agrees to purchase, the Stock representing 100.00% of the equity ownership and authorized and issued shares of stock of the Company (the "Purchased Stock").

ARTICLE II
CONSIDERATION

2.1 Purchase Price. In consideration of the Purchased Stock, Buyer will pay Seller the aggregate purchase price of $16.8 million Dollars ($16,800,000.00) (the "Purchase Price"), payable as set forth below.

2.1.1 Closing Payment. At the Closing, Buyer will pay Seller in immediately available funds the amount of the Purchase Price.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer, with respect to the Company and each of the Subsidiaries (which subsidiaries, for the purpose of this Article III shall be included in the term "Company" except where otherwise noted), as of the date of this Agreement and as of Closing, as follows:

3.1 Ownership of Stock. Seller is, as of the date of this Agreement, the record title and beneficial owner of the Stock, and will be the record title and beneficial owner of the Stock as of Closing, free and clear from all Liens of any nature, and upon the delivery to the Buyer of the endorsed Stock certificates the Buyer will be the title and beneficial owner of the Purchased Stock, which shall constitute 100.00% of the issued and outstanding stock of the Company, which shall be free and clear from all Liens of any nature.

3.2 Authorization; Organization and Standing; Non-Contravention. Seller has the necessary power and authority to execute and deliver this Agreement and to perform the obligations to be performed by Seller hereunder, and this Agreement is valid and binding upon Seller and enforceable in accordance with its terms. The execution and delivery of this Agreement by Seller do not, and the consummation of the transactions contemplated hereby and the performance by Seller of the terms of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which the Company is a party or by which the Company is bound or which any of its assets are subject, (c) violate provisions of the Company's articles of incorporation or bylaws, or (d) result in acceleration of any obligation under, or constitute an event of default under any order, judgment or decree to which the Company or Seller are bound. No approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the directors of the Company is required that has not been obtained in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby.

3.3 Intellectual Property. Schedule 3.3 attached hereto sets forth a complete list of all patents, pending patent applications and registration certificates (including a brief description of the subject matter thereof, the jurisdiction, the date of issue or filing and the patent or application number), all trade names, trade marks and service marks and applications therefor, all copyright registrations, all copyrights not registered, all internet domain name registrations of the Company, and all source codes used in the business and operations of the Company and the Subsidiaries as presently conducted (collectively, the "Intellectual Property." The Company is the sole and exclusive owner of the entire right, title and interest in and to the Intellectual Property, free of any and all Liens, and there are no pending, or to the Seller's knowledge, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. No Person is infringing, to Seller's knowledge, the Intellectual Property, and none of the Intellectual Property is infringing upon the intellectual property rights of any other Persons.

3.4 Organization and Standing of the Company.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Idaho, its state of incorporation, and is legally qualified to transact business and is in good standing in every jurisdiction in which the nature of the business conducted by it or the character or location of properties owned or leased by it makes such qualification necessary, except in such jurisdiction where failure to be so duly qualified would not have a material adverse effect upon the Company. The Company is qualified to transact business only in the State of Idaho.

(b) Seller has delivered to Buyer a true and complete copy of the Company's articles of incorporation and bylaws, and any amendments thereto, presently in effect. The minute books of the Company are in good order, true, complete, correct and up-to-date, and with all necessary signatures, setting forth all meetings and actions taken by the shareholders and directors of the Company. The stock transfer books and stock ledgers of the Company are in good order, true, complete, correct and up-to-date, with all necessary signatures, and set forth all stock certificates issued, transferred and surrendered. The Company is not in default under or in violation of any provision of its articles of incorporation or bylaws.

(c) The Company's authorized capital stock consists of common stock, $0 par value per share, of which 400,000 shares are issued and outstanding and owned by Seller as of the date of this Agreement and will be owned by Seller as of the Closing Date. The Purchased Stock is duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and are subject to no restrictions with respect to transferability. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Purchased Stock. There are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities rights of first refusal or other agreements or arrangements of any nature whatsoever under which the Seller or the Company are or may become obligated to issue, assign or transfer any shares of the capital stock of the Company.

(d) The Company has all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. None of the licenses, permits and authorizations of the Company will be terminated or are terminable due to consummation of the transaction provided for herein.

(e) The Company is and, from and after May 1, 1987, the Company has been a duly qualified "S" corporation under the Code, and the Seller is qualified to be a shareholder of an "S" corporation in accordance with the provisions of the Code.

3.5 Good Title to Assets. The Company is the sole and unconditional owner of, and has good and marketable title, free and clear of any Liens, to the properties and assets used by it, located on its premises, or shown in the most recent financial statements. The properties and assets owned by the

Company as of the Closing Date shall permit the Company to continue and carry on business and operations in the ordinary course of business.

3.6 Material Contracts. Schedule 3.6 attached hereto is a true and complete schedule of all of the agreements which are binding upon the Company, and which individually involve purchases, sales, transfers or services aggregating in excess of $10,000, with respect to any benefit plans, for the purchase of materials, supplies, services or equipment, for the borrowing of money, for the acquisition of a business or asset, with respect to transfers of licenses of software, or other existing agreements pertaining to or affecting the Company. True, correct and complete copies of all documents referred to in Schedule 3.6 have been delivered to Buyer. To the knowledge of Seller, no Person has claimed that any of such agreements listed in Schedule 3.6 are invalid or unenforceable or in default. The Company shall continue to receive all benefits of all of the agreements into which it has entered, and none of such agreements contain any provision which will or could result in termination or modification of any term upon change in control of the Company. With respect to each of the agreements listed in Schedule 3.6, such agreement is legal, valid, binding, enforceable and in full force and effect and/or continue to be so following consummation of the transaction contemplated hereby, and no party is in breach or default and no event has occurred which with notice or lapse of time, would constitute a breach or default, or permit termination, modification or acceleration under such agreement.

3.7 Subsidiaries. The Company has no Subsidiary.

3.8 Litigation. There are no actions, claims, proceedings, litigation, state or federal equal employment opportunity commission proceedings or, to Seller's knowledge, investigations pending or threatened against the Company with respect to its business, that could reasonably be expected to have, directly or indirectly, individually or in aggregate, a material adverse effect upon the Company. All pending litigation is identified in Schedule 3.8 attached hereto.

3.9 Compliance with Laws. The Company has complied in all material respects and is complying in all material respects with all Laws, and the Company has not received notice of violation of any applicable Law.

3.10 Compensation of Employees. Seller has furnished to Buyer a true, correct and complete list of the names and job titles of all persons who are employees of the Company, together with annual base salaries, bonuses and commissions of such employees, attached hereto as Schedule 3.10. There are no arrearages in the payment of wages or salaries to such employees. Other than the employment agreements as summarized in Schedule 3.10A attached hereto, the Company has no employment agreements, compensation or deferred compensation arrangements or consulting agreements with any employee or other person or entity which is in writing or which is not terminable at will. The information contained in Schedule 3.10 will be accurate and shall not have been modified as of the Closing Date.

3.11 Taxes. All material tax returns required to be filed prior to the Closing Date have been filed in a timely manner and are true, complete and correct in all material respects. All material taxes relating to the Company due on or before the Closing Date have been timely and fully paid. The charges, accruals and

reserves for taxes due, or accrued but not yet due, relating to the Company for any tax period prior to the Closing Date as reflected on the books of the Company are adequate to cover such taxes. No penalties or other charges of any nature are or will become due with respect to the late filing of any tax returns required to be filed on or before the Closing Date. All material taxes that the Company is required by Law to withhold or collect have, in all respects, been duly withheld or collected and have been timely paid over to the extent due and payable. The Company has no Liabilities related to Taxes arising from any deferred income. There has been no IRS examination or audit of the Company within the past ten years. There are no sales Taxes imposed by the State of Idaho and which arise from the transactions contemplated by this Agreement. There are no tax sharing agreements to which the Company is now or ever has been a party. The Company is not a party to any agreement that would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). The Company is not a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes. The gain generated by the election under Section 338(h)(10) of the Code will be reported on the final tax return of the Company and the Federal and state income tax resulting therefrom will be paid by Seller.

3.12 Employee Benefit Plans. Except as identified and described in the 401k plan furnished by Seller, the Company does not have "employee benefit plans" as that term is defined in the Employee Retirement Income Security Act of 1974, as amended, that currently are maintained by, sponsored in whole or in part by or contributed to, by or on behalf of the Company as applicable, for the benefit of the respective employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries. Schedule 3.12 consists of a true, correct and complete copy of the employee handbook in effect with respect to the Company's employees as of the date hereof, which handbook contains true and complete copies or summaries of all material pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus or other material incentive plans, all other material written employee programs, arrangements or agreements, whether arrived at through collective bargaining or otherwise, all material medical, vision, dental or other health plans, all life insurance plans and all other material employee benefit plans or fringe benefit plans, including, without limitation, all "employee benefit plans" as that term is defined in Section 3(3) of the Employee Retirement Income Security act of 1974, as amended ("ERISA"), currently adopted, maintained by, sponsored in whole or in part by, or contributed to by, or on behalf of, the Company for the benefit of its employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries who are eligible to participate therein (the "Benefit Plans"). Neither Seller, the Company nor any ERISA affiliate of the Seller (which for purposes of this Agreement shall mean any entity required to be aggregated with Seller or the Company under Code Sections 414(b), (c), (m) or (o) which maintains or has maintained any multi-employer plan within the meaning of Section 3(37) of ERISA. All Benefit Plans are in compliance in all material respects with the applicable terms of ERISA, the Code and any other applicable laws, rules and regulations. No Benefit Plan which is a Defined Benefit Pension Plan (within the meaning of ERISA) has any "unfunded current liability," as that term is defined in Section 302(d)(8)(A) of ERISA, and the present fair market value of the assets of any such plan exceeds the plan's "benefit liabilities," as that term is defined in
Section 4001(a)(16) of ERISA, when determined under actuarial factors that would apply if the plan terminated in accordance with all applicable legal requirements. No Benefit Plan has an "accumulated funding deficiency" as defined in Code Section 412. No event has occurred with respect to a Benefit Plan

that could subject the Company to liability under Title IV of ERISA. No Benefit Plan has been funded or administered in a manner that would result in Liability for any Tax or penalty for overfunding or prohibited transactions under applicable law.

3.13 Absence of Certain Events. Since the date of the most recent financial statements of the Company, there has not been:

(a) an amendment to the Company's articles of incorporation or bylaws, or merger with or into or consolidation with any Person, change or agreement to change any agreements to which the Company is a party or the character or the business of the Company;

(b) any dividends declared or paid or other distributions of any kind to the Company's shareholders declared or made, or any direct or indirect redemption, purchase, retirement or other acquisition of any of the Stock, without the prior written consent of Buyer in its discretion;

(c) any loan or advance made to any of the Company's officers, directors, employees, consultants, agents, shareholders or any other loan or advance made otherwise than in the ordinary course of business;

(d) any change in the financial condition, properties, business or operations of the Company or any event or circumstance which is, or may result in, singly or in the aggregate, a material adverse effect on the Company;

(e) any loss affecting any asset of the Company, unless such loss could not reasonably be expected to result in a material adverse effect upon the Company;

(f) any strike or other labor trouble or dispute has resulted in or may result in a material adverse effect upon the Company;

(g) any loss of any permit, license, qualification or certificate of authority held by the Company;

(h) any indebtedness, Liability or obligation incurred by the Company or any transaction entered into by the Company, other than in the ordinary course of business, or any guarantee by the Company of any indebtedness, Liability or obligation of any other Person;

(i) any obligation, Liability or Lien, paid, discharged or satisfied by or on behalf of the Company other than the current Liabilities reflected in the most recent financial statement;

(j) any sale, transfer or other disposition of any asset of the Company having a book value in excess of $10,000 in a single instance and $25,000 in the aggregate, or any cancellation of any debt or claim of the Company having a book value in excess of $10,000 in a single instance and $25,000 in the aggregate, except in the ordinary course of business;

(k) any material change in, or any contract to materially change, the compensation or other direct or indirect remuneration payable to any officer, employee or agent of the Company or any bonus, incentive or deferred compensation, profit sharing, retirement, pension, group insurance, death benefit or other fringe benefit plan, or any employment or consulting agreement, granted, entered into or materially amended or altered, other than in the ordinary course of business or as required pursuant to an existing employment agreement;

(l) any capital expenditure, addition or improvement made or committed to be made by or on behalf of the Company in excess of $10,000 with respect to any single expenditure, addition or improvement of the Company;

(m) any termination or failure to renew, or receipt of a threat (that was not subsequently withdrawn) by a third party to terminate or fail to renew any material agreement to which the Company is a party;

(n) any material failure to maintain the books and records of the Company in the usual, regular and ordinary manner, consistent with past practice, or any material change in the accounting principle or practice of the Company; or

(o) any write-off as uncollectible of any receivables, or any portion thereof; or

(p) any adverse change in the business, financial condition, operations, results of operations or future prospects of the Company.

3.14 Financial Statements. Schedule 3.14 attached hereto contains an accurate and complete balance sheet of the Company as of, and profit and loss statements relating to the Company (collectively, the "Financial Statements") for: December 31, 1998; December 31, 1999; December 31, 2000; and December 31, 2001. Such information fairly presents the financial condition and results of operation of the Company as of and for such periods, have been prepared on a consistent basis throughout the periods covered thereby, are correct and complete, and are consistent with the books and records of the Company. All of the Financial Statements prior to December of 2001 are audited statements prepared in accordance with GAAP on a consistent basis throughout the periods covered thereby. The interim Financial Statement for the period ended December 31, 2001, shall be supplemented by independent auditors as of the Closing Date. Other than dividends summarized in Schedule 3.14A attached hereto, there have been no dividends or distributions of any nature by the Company since January 1, 2001.

3.15 Absence of Undisclosed Liabilities. The Company does not have any direct or indirect, primary or secondary, Liability of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise that will have, or is reasonably likely to have, individually or in the aggregate, a material adverse effect upon the Company, except for the Liabilities which are accrued or reserved against and reflected upon the Financial Statements of the Company.

3.16 Brokers and Finders. Seller has not employed any broker or finder or incurred any Liability for any financial advisory fees, or brokerage fees, commissions or finder's fees in connection with this Agreement.

3.17 Conflicts of Interest. No officer or director of the Company (or any member of any family of such officer or director) has any direct or indirect interest in any creditor, competitor, supplier, customer or agent of the Company.

3.18 Customers. No licensee which engages the services of or acquires Intellectual Property from the Company has terminated or, to the knowledge of Seller or the Company, threatened to terminate or decrease its relationship with the Company. As of the Closing Date, the Company is not required to provide any bonding or other financial security arrangements in connection with any transactions with any customers or suppliers.

3.19 Real Estate. Schedule 3.19 attached hereto is a true and complete schedule of all leases of real estate to which the Company is a party and all parcels of real estate in which the Company holds a title or leasehold interest. All such leases are in full force and effect, the Company shall have the quiet and peaceful possession of the properties covered thereby, and none of the lessors thereunder are in material default under any of the terms thereof.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has full corporate power to execute, deliver and perform this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith.

4.2 Authority; Noncontravention. Buyer has the necessary corporate powers and authority to execute and deliver this Agreement and to perform the obligations to be performed by Buyer hereunder, and this Agreement is valid and binding upon Buyer and enforceable in accordance with its terms. The execution and delivery of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach of, constitute a default under, result in acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which Buyer is a party or by which Buyer is bound or which any of its assets are subject, (c) violate the articles of incorporation or bylaws of Buyer, or

(d) result in acceleration of any obligation under, or constitute an event of default under, any order, judgment or decree to which Buyer is bound. Except as specifically set forth in this Agreement, no approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the shareholders or directors of Buyer is required that has not been obtained in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.

4.3 Brokers and Finders. Buyer has not employed any broker or finder or incurred any Liability for any brokerage fees, commissions or finder's fees in connection with this Agreement.

ARTICLE V
CLOSING

5.1 Closing. If the conditions to the parties' obligations enumerated below in Sections 5.2 and 5.3 are satisfied, consummation of the transactions contemplated hereby (the "Closing") shall take place on January 24, 2002 (the "Closing Date"), by delivery or facsimile copies of documents, or on such other date or at such other location as the parties may agree. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or delivery will become effective until all of the transfers and deliveries provided for in Sections 5.2 and 5.3 have been consummated. Notwithstanding the date of Closing, the transactions consummated herein shall be effective as of January 2, 2002.

5.2 Conditions to Buyer's Obligations. The obligation of Buyer to perform this Agreement is subject to satisfaction (or written waiver by Buyer in Buyer's sole discretion) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Buyer which are not attached as Schedules (and therefore deemed satisfactory to Buyer) must be in form and substance reasonably satisfactory to Buyer:

5.2.1 Agreements Performed. Seller shall have performed all of the obligations under this Agreement to be performed by him at or before the Closing, and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date;

5.2.2 Representations Accurate. The representations and warranties of Seller contained herein will continue to be accurate in all material respects just as if made as of the Closing, without giving effect to any supplemental disclosure, update or modification of any Schedule hereto, and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date;

5.2.3 No Change. There will have been no material adverse changes in the financial condition, results of operations, assets, business or prospects of the Company;

5.2.4 Legal Action. There will be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement;

5.2.5 Stock Certificates. Buyer will have received stock certificates either duly endorsed in blank or with stock powers so endorsed and attached thereto ready for immediate transfer into Buyer's name, representing the transfer of the Purchased Stock to Buyer, free of all Liens, as well as all other documents to be delivered pursuant to Section 5.5.1 hereof;

5.2.6 Access to Records. Buyer shall have been afforded an opportunity to review all books and records of the Company and its Subsidiaries;

5.2.7 Due Diligence. Buyer will have completed its due diligence review with respect to the Company and the results thereof shall have been to the satisfaction of Buyer in its sole discretion;

5.2.8 Consulting Agreement. Buyer will have received an employment agreement and a Consulting Agreement between the Company and Seller as collectively shown in Schedule 5.2.8, attached hereto, executed by Seller;

5.2.9 338(h)(10) Election. Buyer will have received forms executed by Seller making an election under Section 338(h)(10) of the Code under
Section 6.9 hereof; and

5.2.10 Others. Buyer will have received each other document required to be delivered to Buyer hereunder.

5.3 Conditions to Seller's Obligations. The obligation of Seller to perform this Agreement is subject to satisfaction (or written waiver of Seller in Seller's sole discretion) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Seller which are not attached as Schedules (and therefore deemed satisfactory to Seller) must be in form and substance reasonably satisfactory to Seller:

5.3.1 Agreements Performed. Buyer will have performed all of the obligations under this Agreement to be performed by it at or before the Closing;

5.3.2 Representations Accurate. The representations and warranties of Buyer contained herein will continue to be accurate in all material respects just as if made as of the Closing without giving effect to any supplemental disclosure, update or modification of any Schedule hereto pursuant to Section 5.4.3 hereof;

5.3.3 Legal Action. There will be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement;

5.3.4 Closing Payment. Seller will have received immediately available funds by wire transfer in the amount of the Purchase Price and each of the other documents required to be delivered pursuant to Section 5.5.2 hereof;

5.3.5 Option Agreement. Seller will have received an Option Agreement in the form shown in Schedule 5.3.5, attached hereto, executed by Buyer;

5.3.6 Others. Seller and the Company will have received each other document required to be delivered to them hereunder.

5.4 Closing Covenants.

5.4.1 Supplemental Disclosure. Until the Closing, the parties hereto will immediately notify the other party of any event or circumstance that:

(a) makes it necessary to correct any representation and warranty in Article III or IV that has been rendered inaccurate thereby; or

(b) arises hereafter and which, had it existed on or prior to the date hereof, would have resulted in an inaccuracy in a representation and warranty in Article III or IV.

5.4.2 Termination. This Agreement may be terminated:

(a) by written agreement of Buyer and Seller, or if Buyer determines to terminate after due diligence investigation by Buyer is not satisfactory in Buyer's discretion; or

(b) by the Buyer, if there has been a material breach by Seller or the Company or its Subsidiaries of any of the Seller's representations, warranties, covenants or agreements set forth in this Agreement which breach cannot be cured promptly by the Seller or the Company or its Subsidiaries.

If this Agreement is terminated pursuant to paragraph (a) of this Section, all provisions of this Agreement will become void without any liability on the part of any party. If this Agreement is terminated pursuant to paragraph (b) of this Section, all rights and remedies of each party hereunder and all other provisions hereof related thereto will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom. All rights and remedies of each party hereunder and all other provisions hereof related thereto will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom.

5.5 Closing Deliveries. At the Closing, the parties hereto will make the transfers and deliveries hereinafter set forth. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or deliver will become effective until all of the transfers and deliveries provided for hereunder have been consummated. The transfers and deliveries herein

contemplated will be deemed to have occurred and the Closing will be effective as of the close of business on the Closing Date.

5.5.1 Deliveries from Seller to Buyer. At the Closing, Seller shall deliver or cause to be delivered the following to Buyer:

(a) certificates representing all of the Purchased Stock duly endorsed by Seller, fully registered in the name of Buyer and duly recorded on the stockholder and transfer records of the Company, free of all Liens and assessments;

(b) an employment agreement and a Consulting Agreement in the form of Schedule 5.2.8 attached hereto and executed by Seller and the Company;

(c) the books and records of the Company including, without limitation, the stock books, stock ledgers, minute books, corporate seal and operating contracts;

(d) election forms, consents or returns executed by Seller, providing for the Code Section 338(h)(10) election as provided under Section 6.9 hereof, together with the allocation of Purchase Price as provided under Section 6.10 hereof;

(e) employment agreements incorporating noncompete covenants executed by and between the Company and key employees identified by Buyer in the form approved by Buyer;

(f) resignations executed by each member of the board of directors of the Company; and

(g) each other document reasonably requested to be delivered to Buyer hereunder.

5.5.2 Deliveries from Buyer to Seller. At the Closing, Buyer shall deliver or cause to be delivered the following to Seller:

(a) evidence of wire transfer of the Purchase Price;

(b) an Option Agreement in the form of Schedule 5.3.5 attached hereto and executed by Buyer;

(c) each other document reasonably requested to be delivered to Seller hereunder.

ARTICLE VI
COVENANTS

6.1 Miscellaneous Covenants.

6.1.1 Publicity. All public announcements relating to this Agreement or the transactions contemplated hereby will be made only as may be authorized mutually by Buyer and Seller or as required by Law.

6.1.2 Expenses. Except to the extent otherwise specifically provided herein, each party will pay all of its own respective expenses incident to the transactions contemplated by this Agreement which are incurred by such party or its representatives.

6.1.3 No Assignment. Except as provided in Article IX, no assignment of any part of this Agreement or any right or obligation hereunder may be made without the prior written consent of all other parties, and any assignment attempted without that consent will be void.

6.2 Confidentiality.

6.2.1 Confidentiality Obligation. Except for a Required Disclosure (as defined below) each party hereto agrees not to disclose or use, directly or indirectly, any Confidential Information, at any time after execution of this Agreement, and the Closing. In the event of a contemplated Required Disclosure of Confidential Information by a party, such party agrees to use his or its best efforts to provide the other party and the Company an opportunity to object to the disclosure and as much prior written notice as is possible under the circumstances. For purposes of this Section 6.2.1, "Confidential Information" means (i) all information belonging to, used by, or which is in the possession of any party hereto relating to the Company's or its Subsidiaries' or another party hereto's business to the extent such information is not intended to be disseminated to the public or is otherwise not generally known to competitors of the Company or its Subsidiaries, including, but not limited to, information relating to the Company's or its Subsidiaries' products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, or trade secrets and (ii) all information relating to the acquisition of the Purchased Stock by Buyer hereunder, including, without limitation, all strategies, negotiations, discussions, terms, conditions and other information relating to this Agreement and each other document and agreement delivered in connection herewith. Each party hereto acknowledges that following the Closing all of the Confidential Information will be the exclusive proprietary property of the Company or of the appropriate other parties hereto, as the case may be, whether or not prepared in whole or in part by any party hereto and whether or not disclosed to or entrusted to the custody of any party hereto. Nothing herein shall require any party to withhold from disclosure of any Confidential Information hereunder where disclosure is required by Law, required to be included in either party's financial statements or required for the preparation and submission of any report for any agency, commission or board requiring such information in connection with such party's business (a "Required Disclosure"). Notwithstanding any other provision contained in this Agreement to the

contrary, the Buyer may furnish information (including Confidential Information) to third Persons who are agents or employees of the Buyer.

6.3 Covenants with Respect to the Company. At Closing, Buyer, as sole shareholder, shall vote its shares in support of action by the Company to enter into and execute the employment agreement and Consulting Agreement with Seller in the form of Schedule 5.2.8 attached hereto, which shall have been executed by Seller and delivered at Closing, together with employment agreements with key employees. If the employment of any of the employees is terminated, the bonus payments (above regular compensation) provided for in agreements dated January 24, 2002, with such terminated employee shall be paid to the Larry and Karen Arguinchona Honors College Scholarship Fund at Boise State University, Boise, Idaho. Nelnet Loan Services, Inc. shall guarantee the employee compensation as provided in this Section 6.3. Buyer, as sole shareholder, shall vote its shares in support of action by the Company not to require employees located as of Closing in Boise, Idaho, to relocate for a period of three years following the Closing Date. At Closing, Seller shall execute and deliver acknowledgment and approval forms with respect to amounts paid to employees hereunder as reasonably requested by Buyer pursuant to regulations promulgated under Section 1.280-G of the Code.

6.4 Access to Information. Upon reasonable notice and subject to applicable Laws relating to the exchange of information, Seller shall afford to the officers, employees, accountants, counsel and other representatives of Buyer access, during normal business hours during the period prior to the Closing Date, to all of the properties of the Company and, during such period, the Company shall make available to Buyer all information and Books and Records concerning the Company and its properties, business and employees as Buyer may reasonably request.

6.5 Conduct of Business. Seller agrees that, from the date hereof through the Closing, except to the extent otherwise permitted by this Agreement or consented to in writing by Buyer, Seller shall cause the Company to:

(a) operate its business only in the Ordinary Course of Business;

(b) not enter into or assume any material agreement, contract or instrument relating to the Company or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof;

(c) pay accounts payable and other obligations of the Company when they become due and payable in the ordinary course of business;

(d) use its reasonable efforts to preserve its business organizations intact, to retain the services of its employees and to preserve its goodwill and relationships with customers, suppliers, creditors and others having business relationships with it;

(e) take such action as may be reasonably necessary to preserve its properties and assets and to maintain its permits and licenses;

(f) maintain its insurance policies in full force and effect;

(g) comply with any applicable Law;

(h) promptly advise Buyer in writing of any material adverse effect on the Company or its business, financial condition or properties and of any event or circumstance which will, or with reasonable certainty will, result in such a material adverse effect on the Company or which will, or with reasonable certainty will, constitute a violation or breach of any representation, warranty or covenant contained in this Agreement;

(i) review with Buyer all decisions regarding new contracts or extensions or amendments of existing contracts, equipment purchases and sales and other operational decisions involving individually or in the aggregate more than $10,000.00;

(j) except as required by applicable Law or contract, not make or commit to make any salary or wage increase with respect to any officer, employee or agent or enter into, amend or alter any Benefit Plan, trust agreement or arrangement or any employment or consulting contract, unless consented to by Buyer;

(k) not pay, discharge or satisfy any Liability or Lien other than current Liabilities reflected in the most recent financial statements of the Company, and current Liabilities incurred since the date of the most recent financial statements of the Company in the ordinary course of business;

(l) not sell, transfer or otherwise dispose of or encumber any of its cash, assets or properties, or engage in any activity in connection with any securitization of assets owned by the Company or its Subsidiaries;

(m) not declare or pay any dividend or make any distribution with respect to the Stock, or redeem, purchase or otherwise acquire any of its capital stock;

(n) not modify or amend any of the terms of any of the contracts to which the Company is a party;

(o) not make any contract or understanding to take any action referred to in Sections 6.4(a) through 6.4(n) above; and

(p) not take any affirmative action, or fail to take any reasonable action within its control, which would result in any of the changes or events listed in Sections 3.13(a) through 3.13(p).

6.6 Officers and Employees. Without incurring any Liability with respect to the Company, Seller shall use best efforts to cause all officers and employees of the Company to remain with the

Company after the Closing Date. Prior to the Closing Date, the Company shall enter into employment agreements with key employees identified by Buyer (with assistance of Seller) under terms as designated or requested by Buyer, including noncompete covenants.

6.7 Final Tax Return. Buyer shall cause the Company to engage the accounting firm of its choice to prepare the 2001 "S" Corporation and the final "S"Corporation return for the Company following Closing. Such returns shall be completed and shall be furnished to Cary O. Wilkerson for review no later than March 1, 2002, and filed no later than March 15, 2002.

6.8 Section 338(h)(10) Election. The parties agree to join in, and to cause the Company to join in, making a unanimous, timely, effective and irrevocable election under Section 338(h)(10) of the Code (and any corresponding election under state, local or foreign Tax Law) (collectively, the "Section
338(h)(10) Election") with respect to the transaction contemplated by this Agreement and to file such Section 338(h)(10) Election in accordance with applicable Law. Seller agrees to cooperate (and to cause the Company to cooperate) in all respects for the purpose of effecting a timely and effective
Section 338(h)(10) Election, including without limitation, the execution and filing of any forms, consents or returns.

6.9 Allocation of Purchase Price. As of January 2, 2002, Buyer and Seller shall make (and Seller shall cause the Company to make) a good faith, unanimously approved allocation of the Purchase Price among the assets of the Company substantially as set forth in Schedule 6.9 attached hereto (the "338 Allocation") within the requirements of Treasury Regulation Section 1.338(b)-2T with the knowledge and understanding that the 338 Allocation will be used by Buyer, the Company and Seller for federal income Tax reporting purposes. Seller and Buyer shall report the transactions contemplated by this Agreement for federal income Tax purposes in accordance with the 338 Allocation. Neither Buyer nor Seller, nor any consolidated or unitary Tax reporting group of which either of them is a party, shall take any position inconsistent with the 338 Allocation except with the written consent of the other parties to this Agreement. To the extent that ordinary income of the Company in 2002, as a result solely of the Company's and Seller's election under Section 338(h)(10) of the Code, exceeds $400,000, Buyer shall pay to Seller and hold Seller harmless for an amount equal to 25% of such excess; such amount will be estimated and paid on the Closing Date with a final adjustment and payment or refund due no later than March 31, 2002. In the event of an audit by the IRS or other Taxing Authority with respect to the 338 Allocation, Buyer agrees to defend and hold Seller harmless from any adjustment of the 338 Allocation.

6.10 Payment of Indebtedness. On or before the Closing Date, the full outstanding principal balance and accrued and unpaid interest with respect to any and all outstanding indebtedness owed by Seller to the Company shall be paid by reduction of the Purchase Price.

6.11 Permitted Dividends. The Company shall be permitted to make distributions, including distributions previously made during 2001, of earnings to Seller, for the purpose of offsetting such Seller's income Taxes arising from the Company's Taxable Income from the Company's operations, in an aggregate amount equal to 45.0% of estimated 2001 Taxable income from the Company's operations, which shall be finally reconciled no later than March 31, 2002. Computations of the Company's Taxable income shall exclude any element of gain attributable to the transactions contemplated herein. To the extent

dividends distributed to Seller exceed the dividend permitted above, the Purchase Price shall be reduced commensurately by the amount of such excess, and Seller shall pay to Buyer the amount of any excess determined after the Closing.

ARTICLE VII
INDEMNIFICATION

7.1 Survival of Representations and Warranties. The representations and warranties of Seller in Article III and Buyer in Article IV will survive the Closing and continue to be binding regardless of any investigation made at any time by any party.

7.2 Indemnification by Seller. Seller will indemnify Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless from:

(a) Representations. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any material inaccuracy in or breach of any representation or warranty by Seller herein or in any other agreement, or document referred to herein and delivered by or on behalf of Seller in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Buyer as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach hereunder); provided, however, in no event shall this subsection (a) apply to any inaccuracy or breach caused by an event which occurs after the Closing;

(b) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Seller herein or in any other agreement or document referred to herein and delivered by or on behalf of Seller in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Buyer as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach thereunder).

7.3 Indemnification by Buyer. The Buyer will indemnify Seller and his agents (collectively, the "Seller Indemnified Parties") against and hold them harmless from:

(a) Representations. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any inaccuracy in or breach of any representation or warranty by Buyer herein or in any other agreement, or document referred to herein and delivered by or on behalf of Buyer in connection herewith (except, and only to the extent, that any such agreement or document provides for an

economically equivalent remedy to Seller as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach hereunder);

(b) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Buyer herein or in any other agreement or document referred to herein and delivered by or on behalf of Buyer in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Seller as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach thereunder).

ARTICLE VIII
CONSTRUCTION

8.1 Definitions. When used in this Agreement, the following terms in all of their tenses and cases will have the meanings assigned to them below or elsewhere in this Agreement as indicated below:

"Affiliate" of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

"Books and Records" means all books and records of the Company relating to the Company's business and properties, including, but not limited to, (i) all books and records relating to the purchase of materials and supplies, sales of products, dealings with customers, invoices, suppliers' lists and personnel records, (ii) all contracts, reports, opinions, maps and other documents affecting the title to or the value of the properties of the Company, (iii) tax returns, and (iv) all financial and operating data, files and other information with respect to the Company's business and properties.

"Buyer" means NELnet, Inc., a Nevada corporation.

"Buyer Indemnified Parties" is defined in Section 7.2.

"Closing" and "Closing Date" are defined in Section 5.1.

"Code" is defined in Section 3.11.

"Confidential Information" is defined in Section 6.2.1.

"GAAP" means generally accepted accounting principles.

"Governmental Authority" means any federal, provincial, municipal, state, regional or local authority, agency, body, court or instrumentality, regulatory or otherwise, domestic or foreign, which, in

whole or in part, was formed by or operates under the auspices of any federal, provincial, municipal, state, regional or local government, domestic or foreign.

"Law" means any common law and any federal, provincial, municipal, state, regional, local or foreign law, bylaw, rule, statutes, ordinance, rule, order or regulation.

"Liabilities" means responsibilities, obligations, duties, commitments, claims and liabilities of any and every kind, whether known or unknown, accrued, absolute, contingent or otherwise.

"Lien" means any security interest, lien, charge, covenant, condition, easement, adverse claim, demand, encumbrance, limitation, security interest, option, pledge, warrant or any other title defect or restriction of any kind.

"Person" means any individual, corporation, partnership, association or any other entity or organization.

"Purchased Stock" means the Stock the Company acquired by Buyer at the Closing and which at the Closing shall represent 100.00% of the issued and outstanding equity interest in the Company.

"Purchase Price" is defined in Section 2.1.

"Seller" means Hilario Arguinchona, individually.

"Seller Indemnified Parties" is defined in Section 7.3.

"Stock" is defined in the Recitals.

"Subsidiaries" means: not applicable.

"Tax" means any charge or assessment by or liability to any Governmental Authority, including, but not limited to, any deficiency, interest or penalty.

8.2 Notices. All notices shall be in writing delivered as follows:

(a) If to Buyer:

NELnet, Inc.
Attention: Mike Dunlap 6801 South 27th Street Lincoln, Nebraska 68512 Telephone: 402/323-1131 Facsimile: 402/323-1286

with a copy to:

Daniel F. Kaplan Perry, Guthery, Haase & Gessford, P.C., L.L.O.

233 South 13th Street, Suite 1400
Lincoln, Nebraska 68508
Telephone: 402/ 476-9200
Facsimile: 402/ 476-0094

(b) If to Seller:

Hilario Arguinchona 1150 East Brightwater Lane Boise, Idaho 83706 Telephone: 208/ 344-3776 Facsimile: 208/ 344-3917

or to such other address as may have been designated in a prior notice. Notices sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed to have been given two business days after being mailed, and otherwise notices shall be deemed to have been given when received.

8.3 Binding Effect. Except as may be otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except as otherwise provided in this Agreement, nothing in this Agreement is intended or will be construed to confer on any Person other than the parties any rights or benefits hereunder.

8.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same document.

8.5 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against either party. This Agreement shall be construed to be valid and enforceable to the full extent allowed by law. It is agreed that if any part, term or provision of this Agreement is determined to be illegal, unenforceable or in conflict with applicable law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the term of provision held to be invalid.

8.6 Modification. No supplement, modification or amendment of this Agreement will be binding unless made in a written instrument which is signed by both parties and which specifically refers to this Agreement.

8.7 Entire Agreement. This Agreement and the agreements and documents referred to in this Agreement or delivered hereunder are the exclusive statement of the agreement between the parties concerning the subject matter hereof. All negotiations between the parties are merged into this Agreement, and there are no representations, warranties, covenants, understandings or agreements, oral or otherwise, in relation thereto between the parties other than those incorporated herein and to be delivered hereunder. This Agreement shall specifically supersede any prior negotiations, understandings or agreements between Seller and Buyer including, without limitation, the letter of intent executed by Seller and Buyer and dated as of December 21, 2001.

INTENDING TO BE LEGALLY BOUND, the parties have signed this Stock Purchase Agreement as of the date first above written.

NELnet, Inc.

By:       /s/ Terry Heimes                         /s/ Hilario Arguinchona
         -----------------------------            ------------------------------
Title:    CFO                                     Hilario Arguinchona
         -----------------------------

Exhibit 2.10

PURCHASE AGREEMENT

This Purchase Agreement (this "Agreement") is made as of this 14th day of February, 2002, by and between InTuition Guarantee Services, LLC, a Florida limited liability company ("InTuition") and NELnet, Inc., a Nevada corporation ("Purchaser") (collectively referred to as the "Parties" and, individually, as a "Party").

RECITALS

WHEREAS, InTuition owns 49% of GuaranTec, LLP, a Florida limited liability partnership ("GuaranTec"), constituting all of InTuition's interest in GuaranTec (the "Transferred Partnership Interest") which is operated in accordance with that Limited Liability Partnership Agreement dated as of November 1, 1996, as amended from time to time and most recently by the Fifth Amendment to Limited Partnership Agreement dated February 22, 1999 (as amended, the "Partnership Agreement");

WHEREAS, Nelnet Guarantee Services, Inc., owns the remaining 51% of GuaranTec, and Purchaser wishes to acquire effective control over the operations of GuaranTec, in conjunction with Nelnet Guarantee Services, Inc.;

WHEREAS, InTuition wishes to sell to Purchaser and Purchaser wishes to buy the Transferred Partnership Interest under the terms as specified herein.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Parties intending to be legally bound agree as follows:

1. DESCRIPTION OF THE TRANSACTION; TERMS

1.1 Transfers and Settlement Transaction. At the Closing (as defined in Section 1.2 hereof) and upon the terms and subject to the conditions set forth herein, all of the following actions shall be taken:

(a) Transfer of Transferred Partnership Interest. InTuition shall convey, sell, transfer and deliver to Purchaser the Transferred Partnership Interest.

(b) Payment by Purchaser. Purchaser shall deliver to InTuition on February 15, 2002, the amount of $4.5 million by wire transfer to the account as designated by InTuition.

(c) Officers' Certificates. Upon request of either party, InTuition and Purchaser shall each deliver to the other a certificate signed by a duly authorized officer of each respective Party certifying that the representations and warranties of that Party contained in this Agreement are true and correct in all material respects and that each of the obligations of that Party to be performed on or prior to the Closing has been duly performed in all material respects.

(d) Transaction Documents. InTuition shall also deliver at Closing (i) upon request of Purchaser, the written resignation of all directors and officers and members of the Steering Committee (as defined in the "Partnership Agreement") of GuaranTec who have been designated by InTuition, (ii) an assignment of the Transferred Partnership Interest in the form attached hereto as Exhibit A and (iii) such other documents as may be reasonably requested by Purchaser not less than one (1) day before the Closing Date to carry out the terms of this Agreement (the "Transaction Documents").

1.2 Closing; Closing Date. The closing ("Closing") of the purchase of the Transferred Partnership Interest shall be effective as of January 1, 2002, although the deliveries set forth above shall not occur until February 15, 2002 ("Closing Date"). On February 15, 2002, Purchaser shall wire transfer the Purchase Price to InTuition or its designee. InTuition shall transfer the other closing items, all duly endorsed, to InTuition or its designee on February 15, 2002.

2. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to InTuition as follows:

2.1 Organization, Good Standing, Authority, and Enforceability. Purchaser is a corporation duly formed and organized, validly existing and in good standing under the laws of the State of Nevada. Purchaser has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents, and to consummate the transactions contemplated hereby and thereby. This Agreement and the Transaction Documents have been duly executed and delivered by Purchaser and have been effectively authorized by all necessary corporate action by Purchaser and constitute legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms.

2.2 Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not violate or result in a breach of any of the terms or provisions of, or constitute a default (or any event which, with notice or the passage of time, or both, would constitute a default) under, or conflict with or result in the termination of, or accelerate the performance required by,
(i) any agreement, indenture or other instrument to which Purchaser is a party or by which any of them is bound, (ii) any organizational document such as articles of incorporation, regulations, or bylaws of Purchaser, (iii) any judgment, decree, order or award of any court, governmental body or arbitrator by which Purchaser is bound, or (iv) any law, rule or regulation applicable to Purchaser. No authorization,

consent, or approval of, or filing with, any governmental entity or other third party is necessary for the performance by Purchaser or of its obligations under the Transaction Documents.

2.3 No Legal Bar. Purchaser is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement or the Transaction Documents and no such action or proceeding is pending against Purchaser which questions the validity of this Agreement or the Transaction Documents, any of the transactions contemplated hereby or thereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby or thereby.

3. REPRESENTATIONS AND WARRANTIES OF INTUITION

InTuition hereby represents and warrants to Purchaser as follows:

3.1 Organization, Good Standing, Authority and Enforceability. InTuition is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida. InTuition has all requisite power and authority to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby. This Agreement and the Transaction Documents have been duly executed and delivered by InTuition, have been effectively authorized by all necessary action and constitute legal, valid and binding obligation of InTuition enforceable against them in accordance with their terms.

3.2 Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof will not violate or result in a breach of any of the terms or provisions of, or constitute a default (or any event which, with notice or the passage of time, or both, would constitute a default) under, or conflict with or result in the termination of, or accelerate the performance required by, (i) any agreement, indenture or other instrument to which InTuition is a party or by which any of them is bound, (ii) any organizational document of InTuition, (iii) any judgment, decree, order, or award of any court, governmental body, or arbitrator by which InTuition is bound, or (iv) any law, rule or regulation applicable to InTuition. No authorization, consent, or approval of, or filing with, any governmental entity or other third party is necessary for the performance by InTuition of its obligations under the Transaction Documents.

3.3 No Legal Bar. InTuition is not prohibited by any order, writ, injunction, or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and the Transaction Documents and no such action or proceeding is pending against InTuition which questions the validity of this Agreement or the Transaction Documents, any of the transactions contemplated hereby or thereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby and thereby.

3.4 Title to the Transferred Partnership Interest. InTuition is the record and beneficial owner of the Transferred Partnership Interest, free and clear of all liens, claims, security interests, options, charges, pledges, and other restrictions or encumbrances of any nature whatsoever.

Upon consummation of the transactions contemplated under this Agreement and the Transaction Documents, Purchaser will acquire from InTuition good and valid title to the Transferred Partnership Interest free and clear of all liens, claims, security interests, options, charges, pledges, and other restrictions or encumbrances of any nature whatsoever ("Encumbrance") for which InTuition is responsible. Following the completion of the transaction InTuition shall have no ownership interest in GuaranTec.

4. INDEMNIFICATION

4.1 Indemnification by Purchaser. Purchaser agrees to defend, indemnify, and hold InTuition and its respective officers, directors, trustees, parents, affiliates, representatives, agents, successors, and assigns harmless from and against any claim, liability, expense, loss, or other damage (including reasonable attorneys' fees and expenses), net of any tax benefit realized by the indemnified parties and net of any amount actually recovered by the indemnified parties under insurance policies ("Claims") in respect of:

(a) any and all Claims relating to or resulting from any breach of a representation or warranty or any violation of a covenant made in this Agreement by Purchaser; and

(b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any item to which the foregoing indemnity relates.

4.2 Indemnification by InTuition. InTuition agrees to defend, indemnify, and hold Purchaser and GuaranTec and their respective officers, directors, agents, affiliates, representatives, successors and assigns, harmless from and against any Claim in respect of:

(a) any and all Claims relating to or resulting from any breach of a representation or warranty or any violation of a covenant made in this Agreement by InTuition.

(b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any item to which the foregoing indemnity relates.

5. ADDITIONAL COVENANTS AND AGREEMENTS

5.1 Expenses. Each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated by this Agreement, including, but not limited to, the fees, costs and expenses of its own financial consultants, accountants and legal counsel.

5.2 Survival of Representations and Warranties. Except as otherwise provided herein, the representations and warranties contained in Sections 2 and 3 of this Agreement shall survive the Closing Date until the expiration of the statute of limitations for bringing the claim.

5.3 Public Releases. The Parties shall agree with each other as to the form and substance of any press release relating to this Agreement or the transactions contemplated hereby, and shall consult with each other as to the form and substance of other public disclosures relating hereto; provided, however, that nothing contained herein shall prohibit any party hereto from making any disclosure which it deems necessary in light of applicable laws or regulations, after notice to the other party with the opportunity to comment to the extent that delay of the disclosure is permitted under such laws or regulations. Notwithstanding the foregoing, following the Closing any Party can release information regarding the ownership of the Transferred Partnership Interest.

5.4 Other Partnership Obligations. All other rights and obligations of the Parties and their affiliates shall continue as set forth in the Partnership Agreement.

6. MISCELLANEOUS

6.1 Entire Agreement. This Agreement and the Transaction Documents, including the recitals and the Exhibits hereto and thereto, supersede any and all other agreements, oral or written, between the Parties hereto and thereto with respect to the subject matter hereof and thereof, and contain the entire agreement between such Parties with respect to the transactions contemplated hereby and thereby.

6.2 Amendments. This Agreement and the Transaction Documents shall not be modified or amended except by an instrument in writing signed by or on behalf of both Parties hereto.

6.3 Successors; Assignment. This Agreement and the Transaction Documents and all of the provisions hereof and thereof shall be binding upon and inure to the benefit of the Parties hereto and thereto and their respective successors and permitted transferees and assignees. Neither this Agreement nor any interest herein may, directly or indirectly, be transferred or assigned by either Party, in whole or in part, without the written consent of the other Party.

6.4 Waiver. If either Party expressly waives in writing an unsatisfied condition, representation, warranty, undertaking, covenant or agreement (or portion thereof) set forth herein, the waiving Party shall thereafter be barred from recovering, and thereafter shall not seek to recover, any damages, claims, losses, liabilities or expenses, including, without limitation, legal and other expenses, from the other Party in respect of the matter or matters so waived. Any such waiver shall not constitute a covenant to waive any such matter or matters in the future.

6.5 Counterparts. This Agreement may be executed in two or more counterparts and by the Parties on separate counterparts, all of which shall be considered one and the same agreement, and each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

INTUITION GUARANTEE SERVICES, LLC NELNET, INC.

By: Farmers & Merchants
Investment Inc.,
Sole Member

By: /s/ Michael Dunlap                      By:  /s/ Terry Heimes
----------------------------------          -----------------------------------

Title: President                            Title: CFO
----------------------------------          -----------------------------------

EXHIBIT A

ASSIGNMENT OF PARTNERSHIP INTEREST

KNOW ALL MEN BY THESE PRESENTS that InTuition Guarantee Services, LLC, a Florida limited liability company ("Seller"), for good and valuable consideration (receipt of which is hereby acknowledged) pursuant to the Purchase Agreement (the "Purchase Agreement") dated February 14, 2002, by and between Seller and NELnet, Inc. ("Buyer"), do hereby by these presents, sell convey, assign, transfer, and deliver unto Buyer, its successors and assigns, the following:

All of the right, title and interest of Seller as of the date hereof, in and to a 49% interest in GuaranTec, LLP (as such term is defined on page 1 of the Purchase Agreement) to be sold, conveyed, assigned, transferred, and delivered to Buyer.

TO HAVE AND TO HOLD, unto Buyer, its successors and assigns, FOREVER.

Seller represents and warrants to Buyer that Seller is the lawful owner of the interest in GuaranTec, LLP being conveyed hereby and that the interest in GuaranTec, LLP is free and clear from all liens and encumbrances of the Seller and Seller will defend Buyer's title thereto against the claims of all third persons.

Seller covenants that it will from time to time at its expense make, execute, and deliver such instruments, acts, consents, and assurances as Buyer may reasonably request to more effectively sell, convey, transfer to, and vest in Buyer all of the aforesaid partnership interest being sold, conveyed, assigned, transferred, and delivered hereunder.

This assignment is effective as of January 1, 2002.

IN WITNESS WHEREOF, this Assignment of Partnership Interest has been duly executed and delivered by the duly authorized officers of Seller.

InTuition Guarantee Services, LLC

By: Farmers & Merchants Investment Inc.,
Sole Member

By:  /s/ Michael Dunlap
     --------------------------------
Title: President
       ------------------------------

Exhibit 2.11

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is entered into this 1st day of May, 2002, by and among Nelnet Loan Services, Inc., a Nebraska corporation (the "Buyer") and Nelnet, Inc., a Nevada corporation (the "Seller").

RECITALS

A. Seller owns title and beneficial ownership interest in 100.0% of all of the issued and outstanding preferred stock (the "Stock") of Packers Service Group, Inc. (the "Company").

B. The parties desire that Seller sells to Buyer and Buyer purchases from Seller upon the terms and conditions hereinafter set forth all of the Stock representing an interest in 100.0% of the preferred stock of the Company immediately after all transactions contemplated or referenced in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and in consideration of and in reliance upon the representations, warranties and obligations in this Agreement, the parties agree as follows:

ARTICLE I
PURCHASE OF STOCK

1.1 Definition Reference. Certain capitalized terms are defined in
Section 8.1.

1.2 Purchase of Stock. Subject to the terms of this Agreement, Seller agrees to sell, transfer and assign (or cause to be sold, transferred and assigned) to Buyer free of all Liens, and Buyer agrees to purchase 10,000 shares of the Stock representing 100.0% of the authorized and issued shares of preferred stock of the Company.

ARTICLE II
CONSIDERATION

2.1 Purchase Price. In consideration of the Purchased Stock, Buyer will pay Seller the aggregate purchase price of $10,000,000 together with all earned and undistributed dividends on the stock through the Closing Date (the "Purchase Price"), payable as set forth below.

2.1.1 Closing Payment. At the Closing, Buyer will pay Seller the Purchase Price by either delivery of immediately available funds or a debenture issued by Buyer as may mutually be agreed upon by the parties at closing.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date of this Agreement and as of Closing, as follows:

3.1 Ownership of Stock. Seller is, as of the date of this Agreement, the record title and beneficial owner of 10,000 shares of the Stock, and will be the record title and beneficial owner of such Stock as of Closing, free and clear from all Liens of any nature, and upon the delivery to the Buyer of the endorsed Stock certificates the Buyer will be the title and beneficial owner of 10,000 shares of Stock, which shall constitute 100% of the issued and outstanding preferred stock of the Company, which shall be free and clear from all Liens of any nature.

3.2 Authorization; Organization and Standing; Non-Contravention. Seller has the necessary power and authority to execute and deliver this Agreement and to perform the obligations to be performed by Seller hereunder, and this Agreement is valid and binding upon Seller and enforceable in accordance with its terms. The execution and delivery of this Agreement by Seller do not, and the consummation of the transactions contemplated hereby and the performance by Seller of the terms of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which the Company is a party or by which the Company is bound or which any of its assets are subject, (c) violate provisions of the Company's articles of incorporation or bylaws, or (d) result in acceleration of any obligation under, or constitute an event of default under any order, judgment or decree to which the Company or Seller are bound. No approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the directors of the Company is required that has not been obtained in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has full corporate power to execute, deliver and perform this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith.

4.2 Authority; Noncontravention. Buyer has the necessary corporate powers and authority to execute and deliver this Agreement and to perform the obligations to be performed by Buyer hereunder, and this Agreement is valid and binding upon Buyer and enforceable in accordance with its terms. The execution and delivery of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach

of, constitute a default under, result in acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which Buyer is a party or by which Buyer is bound or which any of its assets are subject, (c) violate the articles of incorporation or bylaws of Buyer, or (d) result in acceleration of any obligation under, or constitute an event of default under, any order, judgment or decree to which Buyer is bound. Except as specifically set forth in this Agreement, no approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the shareholders or directors of Buyer is required that has not been obtained in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.

4.3 Brokers and Finders. Buyer has not employed any broker or finder or incurred any Liability for any brokerage fees, commissions or finder's fees in connection with this Agreement.

ARTICLE V
CLOSING

5.1 Closing. If the conditions to the parties' obligations enumerated below in Sections 5.2 and 5.3 are satisfied, consummation of the transactions contemplated hereby (the "Closing") shall take place on or before July 15, 2002 (the "Closing Date"), by delivery or facsimile copies of documents, or on such other date or at such other location as the parties may agree. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or delivery will become effective until all of the transfers and deliveries provided for in Sections 5.2 and 5.3 have been consummated. Notwithstanding the date of Closing, the transactions consummated herein shall be effective as of May 1, 2002.

5.2 Conditions to Buyer's Obligations. The obligation of Buyer to perform this Agreement is subject to satisfaction (or written waiver by Buyer in Buyer's sole discretion) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Buyer which are not attached as Schedules (and therefore deemed satisfactory to Buyer) must be in form and substance reasonably satisfactory to Buyer:

5.2.1 Agreements Performed. Seller shall have performed all of the obligations under this Agreement to be performed by Seller at or before the Closing, and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date;

5.2.2 Representations Accurate. The representations and warranties of Seller contained herein will continue to be accurate in all material respects just as if made as of the Closing, without giving effect to any supplemental disclosure, update or modification and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date, if requested by Buyer;

5.2.3 Legal Action. There will be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement;

5.2.4 Stock Certificates. Buyer will have received stock certificates either duly endorsed in blank or with stock powers so endorsed and attached thereto ready for immediate transfer into Buyer's name, representing the transfer of the Seller's Stock to Buyer, free of all Liens, as well as all other documents to be delivered pursuant to Section 5.5.1 hereof;

5.2.5 Access to Records. Buyer shall have been afforded an opportunity to review all books and records of the Company and its Subsidiaries;

5.2.6 Due Diligence. Buyer will have completed its due diligence review with respect to the Company and the results thereof shall have been to the satisfaction of Buyer in its sole discretion;

5.2.7 Others. Buyer will have received each other document required to be delivered to Buyer hereunder.

5.3 Conditions to Seller's Obligations. The obligation of Seller to perform this Agreement is subject to satisfaction (or written waiver of Seller in Seller's sole discretion) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Seller which are not attached as Schedules (and therefore deemed satisfactory to Seller) must be in form and substance reasonably satisfactory to Seller:

5.3.1 Agreements Performed. Buyer will have performed all of the obligations under this Agreement to be performed by it at or before the Closing;

5.3.2 Representations Accurate. The representations and warranties of Buyer contained herein will continue to be accurate in all material respects just as if made as of the Closing without giving effect to any supplemental disclosure, update or modification;

5.3.3 Legal Action. There will be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement;

5.3.4 Closing Payment. Seller will have received immediately available funds by wire transfer in the amount of the Purchase Price and each of the other documents required to be delivered pursuant to Section 5.5.2 hereof;

5.3.5 Others. Seller and the Company will have received each other document required to be delivered to them hereunder.

5.4 Closing Covenants.

5.4.1 Supplemental Disclosure. Until the Closing, the parties hereto will immediately notify the other party of any event or circumstance that:

(a) makes it necessary to correct any representation and warranty in Article III or IV that has been rendered inaccurate thereby; or

(b) arises hereafter and which, had it existed on or prior to the date hereof, would have resulted in an inaccuracy in a representation and warranty in Article III or IV.

5.4.2 Termination. This Agreement may be terminated:

(a) by written agreement of Buyer and Seller, or if Buyer determines to terminate after due diligence investigation by Buyer is not satisfactory in Buyer's discretion; or

(b) by the Buyer, if there has been a material breach by Seller or the Company or its Subsidiaries of any of the Seller's representations, warranties, covenants or agreements set forth in this Agreement which breach cannot be cured promptly by the Seller or the Company or its Subsidiaries.

If this Agreement is terminated pursuant to paragraph (a) of this Section, all provisions of this Agreement will become void without any liability on the part of any party. If this Agreement is terminated pursuant to paragraph (b) of this Section, all rights and remedies of each party hereunder and all other provisions hereof related thereto will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom. All rights and remedies of each party hereunder and all other provisions hereof related thereto will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom.

5.5 Closing Deliveries. At the Closing, the parties hereto will make the transfers and deliveries hereinafter set forth. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or deliver will become effective until all of the transfers and deliveries provided for hereunder have been consummated. The transfers and deliveries herein contemplated will be deemed to have occurred and the Closing will be effective as of the close of business on May 1, 2002.

5.5.1 Deliveries from Seller to Buyer. At the Closing, Seller shall deliver or cause to be delivered the following to Buyer:

(a) certificates representing all of the purchased Stock duly endorsed by Seller, fully registered in the name of Buyer and duly recorded on the stockholder and transfer records of the Company, free of all Liens and assessments;

(b) each other document reasonably requested to be delivered to Buyer hereunder.

5.5.2 Deliveries from Buyer to Seller. At the Closing, Buyer shall deliver or cause to be delivered the following to Seller:

(a) evidence of wire transfer of the Purchase Price;

(b) each other document reasonably requested to be delivered to Seller hereunder.

ARTICLE VI
COVENANTS

6.1 Miscellaneous Covenants.

6.1.1 Publicity. All public announcements relating to this Agreement or the transactions contemplated hereby will be made only as may be authorized mutually by Buyer and Seller or as required by Law.

6.1.2 Expenses. Except to the extent otherwise specifically provided herein, each party will pay all of its own respective expenses incident to the transactions contemplated by this Agreement which are incurred by such party or its representatives.

6.1.3 No Assignment. Except as provided in Article IX, no assignment of any part of this Agreement or any right or obligation hereunder may be made without the prior written consent of all other parties, and any assignment attempted without that consent will be void.

6.2 Confidentiality.

6.2.1 Confidentiality Obligation. Except for a Required Disclosure (as defined below) each party hereto agrees not to disclose or use, directly or indirectly, any Confidential Information, at any time after execution of this Agreement, and the Closing. In the event of a contemplated Required Disclosure of Confidential Information by a party, such party agrees to use his or its best efforts to provide the other party and the Company an opportunity to object to the disclosure and as much prior written notice as is possible under the circumstances. For purposes of this Section 6.2.1, "Confidential Information" means (I) all information belonging to, used by, or which is in the possession of any party hereto relating to the Company's or its Subsidiaries' or another party hereto's business to the extent such information is not intended to be disseminated to the public or is otherwise not generally known to competitors of the Company or its Subsidiaries, including, but not limited to, information relating to the Company's or its Subsidiaries' products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, or trade secrets and (ii) all information relating to the acquisition of the purchased Stock by Buyer

hereunder, including, without limitation, all strategies, negotiations, discussions, terms, conditions and other information relating to this Agreement and each other document and agreement delivered in connection herewith. Each party hereto acknowledges that following the Closing all of the Confidential Information will be the exclusive proprietary property of the Company or of the appropriate other parties hereto, as the case may be, whether or not prepared in whole or in part by any party hereto and whether or not disclosed to or entrusted to the custody of any party hereto. Nothing herein shall require any party to withhold from disclosure of any Confidential Information hereunder where disclosure is required by Law, required to be included in either party's financial statements or required for the preparation and submission of any report for any agency, commission or board requiring such information in connection with such party's business (a "Required Disclosure"). Notwithstanding any other provision contained in this Agreement to the contrary, the Buyer may furnish information (including Confidential Information) to third Persons who are agents or employees of the Buyer.

ARTICLE VII
INDEMNIFICATION

7.1 Survival of Representations and Warranties. The representations and warranties of Seller in Article III and Buyer in Article IV will survive the Closing and continue to be binding regardless of any investigation made at any time by any party.

7.2 Indemnification by Seller. Seller will indemnify Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless from:

(a) Representations. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any material inaccuracy in or breach of any representation or warranty by Seller herein or in any other agreement, or document referred to herein and delivered by or on behalf of Seller in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Buyer as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach hereunder); provided, however, in no event shall this subsection (a) apply to any inaccuracy or breach caused by an event which occurs after the Closing;

(b) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Seller herein or in any other agreement or document referred to herein and delivered by or on behalf of Seller in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Buyer as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach thereunder).

7.3 Indemnification by Buyer. The Buyer will indemnify Seller and Seller's agents (collectively, the "Seller Indemnified Parties") against and hold them harmless from:

(a) Representations. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any inaccuracy in or breach of any representation or warranty by Buyer herein or in any other agreement, or document referred to herein and delivered by or on behalf of Buyer in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Seller as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach hereunder);

(b) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Buyer herein or in any other agreement or document referred to herein and delivered by or on behalf of Buyer in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Seller as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach thereunder).

ARTICLE VIII
CONSTRUCTION

8.1 Definitions. When used in this Agreement, the following terms in all of their tenses and cases will have the meanings assigned to them below or elsewhere in this Agreement as indicated below:

"Affiliate" of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

"Buyer" means Nelnet Loan Services, Inc., a Nebraska corporation.

"Buyer Indemnified Parties" is defined in Section 7.2.

"Closing" and "Closing Date" are defined in Section 5.1.

"Company" means Packers Service Group, Inc., a Nebraska corporation.

"Confidential Information" is defined in Section 6.2.1.

"Law" means any common law and any federal, provincial, municipal, state, regional, local or foreign law, bylaw, rule, statutes, ordinance, rule, order or regulation.

"Liabilities" means responsibilities, obligations, duties, commitments, claims and liabilities of any and every kind, whether known or unknown, accrued, absolute, contingent or otherwise.

"Lien" means any security interest, lien, charge, covenant, condition, easement, adverse claim, demand, encumbrance, limitation, security interest, option, pledge, warrant or any other title defect or restriction of any kind.

"Person" means any individual, corporation, partnership, association or any other entity or organization.

"Purchased Stock" means the Stock the Company acquired by Buyer at the Closing and which at the Closing shall represent 100% of the issued and outstanding preferred stock in the Company.

"Purchase Price" is defined in Section 2.1.

"Seller" means Nelnet, Inc., a Nevada corporation.

"Seller Indemnified Parties" is defined in Section 7.3.

"Stock" is defined in the Recitals.

"Subsidiaries" means any wholly owned subsidiary entities of the Company.

8.2 Notices. All notices shall be in writing delivered as follows:

(a) If to Buyer:

Nelnet Loan Services, Inc. Attention: Mike Dunlap 6801 South 27th Street Lincoln, Nebraska 68512 Telephone: 402/323-1131 Facsimile: 402/323-1286

with a copy to:

Daniel F. Kaplan Perry, Guthery, Haase & Gessford, P.C., L.L.O.

233 South 13th Street, Suite 1400
Lincoln, Nebraska 68508
Telephone: 402/ 476-9200
Facsimile: 402/ 476-0094

(b) If to Seller:

Nelnet, Inc.
Attention: Terry Heimes 121 S. 13th Street Suite #301
Lincoln, NE 68508 Telephone: (402) 458-2301 Facsimile: (402) 458-2399

or to such other address as may have been designated in a prior notice. Notices sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed to have been given two business days after being mailed, and otherwise notices shall be deemed to have been given when received.

8.3 Binding Effect. Except as may be otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except as otherwise provided in this Agreement, nothing in this Agreement is intended or will be construed to confer on any Person other than the parties any rights or benefits hereunder.

8.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same document.

8.5 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against either party. This Agreement shall be construed to be valid and enforceable to the full extent allowed by law. It is agreed that if any part, term or provision of this Agreement is determined to be illegal, unenforceable or in conflict with applicable law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the term of provision held to be invalid.

8.6 Modification. No supplement, modification or amendment of this Agreement will be binding unless made in a written instrument which is signed by both parties and which specifically refers to this Agreement.

8.7 Entire Agreement. This Agreement and the agreements and documents referred to in this Agreement or delivered hereunder are the exclusive statement of the agreement between the parties concerning the subject matter hereof. All negotiations between the parties are merged into this Agreement, and there are no representations, warranties, covenants, understandings or agreements, oral or otherwise, in relation thereto between the parties other than those incorporated herein and to be delivered hereunder.

INTENDING TO BE LEGALLY BOUND, the parties have signed this Stock Purchase Agreement as of the date first above written.

NELNET LOAN SERVICES, INC.                 NELNET, INC.

By: /s/ Mike Dunlap                            By: /s/ Terry Heimes
   ----------------------------               ------------------------------

Title: VP                                  Title: CFO
      -------------------------                  ---------------------------

Exhibit 2.12

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is entered into as of the 1st day of May, 2002, by and between Farmers & Merchants Investment Inc., a Nebraska corporation (the "Buyer") and Nelnet Loan Services, Inc., a Nevada corporation (the "Seller").

RECITALS

A. Seller owns title and beneficial ownership interest in 91.43% of all of the issued and outstanding capital stock (the "Stock") of Infovisa, Inc., a Colorado corporation (the "Company");

B. The parties desire that Seller sells to Buyer and Buyer purchase from Seller upon the terms and conditions hereinafter set forth all of the Stock representing a 91.43% equity interest in the Company owned by Seller immediately after all transactions contemplated or referenced in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and in consideration of and in reliance upon the representations, warranties and obligations in this Agreement, the parties agree as follows:

ARTICLE I
PURCHASE OF STOCK

1.1 Definition Reference. Certain capitalized terms are defined in Section 8.1.

1.2 Purchase of Stock. Subject to the terms of this Agreement, Seller agrees to sell, transfer and assign (or cause to be sold, transferred and assigned) to Buyer free of all Liens, and Buyer agrees to purchase, the Stock representing 91.43% of the equity ownership and authorized and issued shares of stock of the Company (the "Purchased Stock").

ARTICLE II
CONSIDERATION

2.1 Purchase Price. In consideration of the Purchased Stock, Buyer will pay Seller the aggregate purchase price in an amount equal to Seller's pro rata share of all stock of the Company as of May 1, 2002, inclusive of the value after the Company's acquisition of preferred stock in Packers Service Group, Inc. (the "Purchase Price"), payable as set forth below.

2.1.1 Closing Payment. At the Closing, Buyer will pay Seller in immediately available funds the amount of the Purchase Price.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer, with respect to the Company and each of the Subsidiaries (which subsidiaries, for the purpose of this Article III shall be included in the term "Company" except where otherwise noted), as of the date of this Agreement and as of Closing, as follows:

3.1 Ownership of Stock. Seller is, as of the date of this Agreement, the record title and beneficial owner of shares of the Stock representing 91.43% of the outstanding Stock of the Company, and will be the record title and beneficial owner of the Stock as of Closing, free and clear from all Liens of any nature, and upon the delivery to the Buyer of the endorsed Stock certificates the Buyer will be the title and beneficial owner of the Purchased Stock, which shall constitute 91.43% of the issued and outstanding stock of the Company, which shall be free and clear from all Liens of any nature.

3.2 Authorization: Organization and Standing; Non-Contravention. Seller has the necessary power and authority to execute and deliver this Agreement and to perform the obligations to be performed by Seller hereunder, and this Agreement is valid and binding upon Seller and enforceable in accordance with its terms. The execution and delivery of this Agreement by Seller do not, and the consummation of the transactions contemplated hereby and the performance by Seller of the terms of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which the Company is a party or by which the Company is bound or which any of its assets are subject, (c) violate provisions of the Company's articles of incorporation or bylaws, or (d) result in acceleration of any obligation under, or constitute an event of default under any order, judgment or decree to which the Company or Seller are bound. No approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the directors of the Company is required that has not been obtained in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby.

3.3 Intellectual Property. Seller has furnished to Buyer a complete list of all patents, pending patent applications and registration certificates (including a brief description of the subject matter thereof, the jurisdiction, the date of issue or filing and the patent or application number), all trade names, trade marks and service marks and applications therefor, all copyright registrations, all copyrights not registered, all internet domain name registrations of the Company, and all source codes used in the business and operations of the Company and the Subsidiaries as presently conducted (collectively, the "Intellectual Property." The Company is the sole and exclusive owner of the entire right, title and interest in and to the Intellectual Property, free of any and all Liens, and there are no pending, or to the Seller's knowledge, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. No Person is infringing, to Seller's knowledge, the Intellectual Property, and none of the Intellectual Property is infringing upon the intellectual property rights of any other Persons.

3.4 Organization and Standing of the Company.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, its state of incorporation, and is legally qualified to transact business and is in good standing in every jurisdiction in which the nature of the business conducted by it or the character or location of properties owned or leased by it makes such qualification necessary, except in such jurisdiction where failure to be so duly qualified would not have a material adverse effect upon the Company. The Company is qualified to transact business only in the State of Colorado.

(b) Seller has delivered to Buyer a true and complete copy of the Company's articles of incorporation and bylaws, and any amendments thereto, presently in effect. The minute books of the Company are in good order, true, complete, correct and up-to-date, and with all necessary signatures, setting forth all meetings and actions taken by the shareholders and directors of the Company. The stock transfer books and stock ledgers of the Company are in good order, true, complete, correct and up-to-date, with all necessary signatures, and set forth all stock certificates issued, transferred and surrendered. The Company is not in default under or in violation of any provision of its articles of incorporation or bylaws.

(c) The Company's authorized capital stock consists of common stock, which is issued and outstanding as reflected on the books and records of the Company. The Purchased Stock is duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and are subject to no restrictions with respect to transferability.

(d) The Company has all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. None of the licenses, permits and authorizations of the Company will be terminated or are terminable due to consummation of the transaction provided for herein.

3.5 Good Title to Assets. The Company is the sole and unconditional owner of, and has good and marketable title, free and clear of any Liens, to the properties and assets used by it, located on its premises, or shown in the most recent financial statements. The properties and assets owned by the Company as of the Closing Date shall permit the Company to continue and carry on business and operations in the ordinary course of business.

3.6 Material Contracts. Seller has provided to Buyer a true and complete schedule of all of the agreements which are binding upon the Company, and which individually involve purchases, sales, transfers or services aggregating in excess of $10,000, with respect to any benefit plans, for the purchase of materials, supplies, services or equipment, for the borrowing of money, for the acquisition of a business or asset, with respect to transfers of licenses of software, or other existing agreements pertaining to or affecting the Company. True, correct and complete copies of all such

documents have been delivered to Buyer. To the knowledge of Seller, no Person has claimed that any of such agreements are invalid or unenforceable or in default. The Company shall continue to receive all benefits of all of the agreements into which it has entered, and none of such agreements contain any provision which will or could result in termination or modification of any term upon change in control of the Company. Each of such agreements is legal, valid, binding, enforceable and in full force and effect and/or continue to be so following consummation of the transaction contemplated hereby, and no party is in breach or default and no event has occurred which with notice or lapse of time, would constitute a breach or default, or permit termination, modification or acceleration under such agreement, other than as previously disclosed by Seller.

3.7 Subsidiaries. The Company has no Subsidiary, except for Retirement Direct, LLC.

3.8 Litigation. There are no actions, claims, proceedings, litigation, state or federal equal employment opportunity commission proceedings or, to Seller's knowledge, investigations pending or threatened against the Company with respect to its business, that could reasonably be expected to have, directly or indirectly, individually or in aggregate, a material adverse effect upon the Company. All pending litigation has been disclosed to Buyer.

3.9 Compliance with Laws. The Company has complied in all material respects and is complying in all material respects with all Laws, and the Company has not received notice of violation of any applicable Law.

3.10 Compensation of Employees. Seller has furnished to Buyer a true, correct and complete list of the names and job titles of all persons who are employees of the Company, together with annual base salaries, bonuses and commissions of such employees. There are no arrearages in the payment of wages or salaries to such employees. Other than the employment agreements as previously disclosed, the Company has no employment agreements, compensation or deferred compensation arrangements or consulting agreements with any employee or other person or entity which is in writing or which is not terminable at will.

3.11 Taxes. All material tax returns required to be filed prior to the Closing Date have been filed in a timely manner and are true, complete and correct in all material respects. All material taxes relating to the Company due on or before the Closing Date have been timely and fully paid. The charges, accruals and reserves for taxes due, or accrued but not yet due, relating to the Company for any tax period prior to the Closing Date as reflected on the books of the Company are adequate to cover such taxes. No penalties or other charges of any nature are or will become due with respect to the late filing of any tax returns required to be filed on or before the Closing Date. All material taxes that the Company is required by Law to withhold or collect have, in all respects, been duly withheld or collected and have been timely paid over to the extent due and payable. The Company has no Liabilities related to Taxes arising from any deferred income. There has been no IRS examination or audit of the Company within the past ten years. There are no sales Taxes imposed by the State of Idaho and which arise from the transactions contemplated by this Agreement. There are no tax sharing agreements to which the Company is now or ever has been a party. The Company is not a party to any agreement that would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986,

as amended (the "Code"). The Company is not a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes. The gain generated by the election under Section 338(h)(10) of the Code will be reported on the final tax return of the Company and the Federal and state income tax resulting therefrom will be paid by Seller.

3.12 Employee Benefit Plans. Except as identified and described in the 401k plan furnished by Seller, the Company does not have "employee benefit plans'' as that term is defined in the Employee Retirement Income Security Act of 1974, as amended, that currently are maintained by, sponsored in whole or in part by or contributed to, by or on behalf of the Company as applicable, for the benefit of the respective employees, retirees, dependants, spouses, directors, independent contractors or other beneficiaries. Schedule 3.12 consists of a true, correct and complete copy of the employee handbook in effect with respect to the Company's employees as of the date hereof, which handbook contains true and complete copies or summaries of all material pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus or other material incentive plans, all other material written employee programs, arrangements or agreements, whether arrived at through collective bargaining or otherwise, all material medical, vision, dental or other health plans, all life insurance plans and all other material employee benefit plans or fringe benefit plans, including, without limitation, all "employee benefit plans" as that term is defined in Section 3(3) of the Employee Retirement Income Security act of 1974, as amended ("ERISA"), currently adopted, maintained by, sponsored in whole or in part by, or contributed to by, or on behalf of, the Company for the benefit of its employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries who are eligible to participate therein (the "Benefit Plans"). Neither Seller, the Company nor any ERISA affiliate of the Seller (which for purposes of this Agreement shall mean any entity required to be aggregated with Seller or the Company under Code Sections 414(b), (c), (m) or (o) which maintains or has maintained any multi-employer plan within the meaning of Section 3(37) of ERISA. All Benefit Plans are in compliance in all material respects with the applicable terms of ERISA, the Code and any other applicable laws, rules and regulations. No Benefit Plan which is a Defined Benefit Pension Plan (within the meaning of ERISA) has any "unfunded current liability," as that term is defined in Section 302(d)(8)(A) of ERISA, and the present fair market value of the assets of any such plan exceeds the plan's "benefit liabilities," as that term is defined in
Section 4001(a)(16) of ERISA, when determined under actuarial factors that would apply if the plan terminated in accordance with all applicable legal requirements. No Benefit Plan has an "accumulated funding deficiency" as defined in Code Section 412. No event has occurred with respect to a Benefit Plan that could subject the Company to liability under Title IV of ERISA. No Benefit Plan has been funded or administered in a manner that would result in Liability for any Tax or penalty for overfunding or prohibited transactions under applicable law.

3.13 Absence of Certain Events. Since the date of the most recent financial statements of the Company, there has not been:

(a) an amendment to the Company's articles of incorporation or bylaws, or merger with or into or consolidation with any Person, change or agreement to

change any agreements to which the Company is a party or the character or the business of the Company;

(b) any dividends declared or paid or other distributions of any kind to the Company's shareholders declared or made, or any direct or indirect redemption, purchase, retirement or other acquisition of any of the Stock, without the prior written consent of Buyer in its discretion;

(c) any loan or advance made to any of the Company's officers, directors, employees, consultants, agents, shareholders or any other loan or advance made otherwise than in the ordinary course of business;

(d) any change in the financial condition, properties, business or operations of the Company or any event or circumstance which is, or may result in, singly or in the aggregate, a material adverse effect on the Company;

(e) any loss affecting any asset of the Company, unless such loss could not reasonably be expected to result in a material adverse effect upon the Company;

(f) any strike or other labor trouble or dispute has resulted in or may result in a material adverse effect upon the Company;

(g) any loss of any permit, license, qualification or certificate of authority held by the Company;

(h) any indebtedness, Liability or obligation incurred by the Company or any transaction entered into by the Company, other than in the ordinary course of business, or any guarantee by the Company of any indebtedness, Liability or obligation of any other Person;

(i) any obligation, Liability or Lien, paid, discharged or satisfied by or on behalf of the Company other than the current Liabilities reflected in the most recent financial statement;

(j) any sale, transfer or other disposition of any asset of the Company having a book value in excess of $10,000 in a single instance and $25,000 in the aggregate, or any cancellation of any debt or claim of the Company having a book value in excess of $10,000 in a single instance and $25,000 in the aggregate, except in the ordinary course of business;

(k) any material change in, or any contract to materially change, the compensation or other direct or indirect remuneration payable to any officer, employee or agent of the Company or any bonus, incentive or deferred compensation, profit sharing, retirement, pension, group insurance, death benefit or other fringe benefit plan, or any employee or consulting agreement, granted, entered into or

materially amended or altered, other than in the ordinary course of business or as required pursuant to an existing employment agreement;

(l) any capital expenditure, addition or improvement made or committed to be made by or on behalf of the Company in excess of $10,000 with respect to any single expenditure, addition or improvement of the Company;

(m) any termination or failure to renew, or receipt of a threat (that was not subsequently withdrawn) by a third party to terminate or fail to renew any material agreement to which the Company is a party;

(n) any material failure to maintain the books and records of the Company in the usual, regular and ordinary manner, consistent with past practice, or any material change in the accounting principle or practice of the Company; or

(o) any write-off as uncollectible of any receivables, or any portion thereof; or

(p) any adverse change in the business, financial condition, operations, results of operations or future prospects of the Company.

3.14 Financial Statements. Seller has furnished to Buyer an accurate and complete balance sheet of the Company as of, and profit and loss statements relating to the Company (collectively, the "Financial Statements") for:
December 31, 1998; December 31, 1999; December 31, 2000; and December 31, 2001. Such information fairly presents the financial condition and results of operation of the Company as of and for such periods, have been prepared on a consistent basis throughout the periods covered thereby, are correct and complete, and are consistent with the books and records of the Company. All of the Financial Statements prior to December of 2001 are audited statements prepared in accordance with GAAP on a consistent basis throughout the periods covered thereby. The interim Financial Statement for the period ended December 31, 2001, shall be supplemented by independent auditors as of the Closing Date. There have been no dividends or distributions of any nature by the Company since January 1, 2001.

3.15 Absence of Undisclosed Liabilities. The Company does not have any direct or indirect, primary or secondary, Liability of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise that will have, or is reasonably likely to have, individually or in the aggregate, a material adverse effect upon the Company, except for the Liabilities which are accrued or reserved against and reflected upon the Financial Statements of the Company.

3.16 Brokers and Finders. Seller has not employed any broker or finder or incurred any Liability for any financial advisory fees, or brokerage fees, commission or finder's fees in connection with this Agreement.

3.17 Conflicts of Interest. No officer or director of the Company (or any member of any family of such officer or director) has any direct or indirect interest in any creditor, competitor, supplier, customer or agent of the Company.

3.18 Customers. No licensee which engages the services of or acquires Intellectual Property from the Company has terminated or, to the knowledge of Seller or the Company, threatened to terminate or decrease its relationship with the Company. As of the Closing Date, the Company is not required to provide any bonding or other financial security arrangements in connection with any transactions with any customers or suppliers.

3.19 Real Estate. Seller has previously furnished to Buyer a true and complete schedule of all leases of real estate to which the Company is a party and all parcels of real estate in which the Company holds a title or leasehold interest. All such leases are in full force and effect, the Company shall have the quiet and peaceful possession of the properties covered thereby, and none of the lessors thereunder are in material default under any of the terms thereof.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nebraska. Buyer has full corporate power to execute, deliver and perform this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith.

4.2 Authority; Noncontravention. Buyer has the necessary corporate powers and authority to execute and deliver this Agreement and to perform the obligations to be performed by Buyer hereunder, and this Agreement is valid and binding upon Buyer and enforceable in accordance with its terms. The execution and delivery of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach of, constitute a default under, result in acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which Buyer is a party or by which Buyer is bound or which any of its assets are subject, (c) violate the articles of incorporation or bylaws of Buyer, or (d) result in acceleration of any obligation under, or constitute an event of default under, any order, judgment or decree to which Buyer is bound. Except as specifically set forth in this Agreement, no approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the shareholders or directors of Buyer is required that has not been obtained in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.

4.3 Brokers and Finders. Buyer has not employed any broker or finder or incurred any Liability for any brokerage fees, commissions or finder's fees in connection with this Agreement.

ARTICLE V
CLOSING

5.1 Closing. If the conditions to the parties' obligations enumerated below in Sections 5.2 and 5.3 are satisfied, consummation of the transactions contemplated hereby (the "Closing") shall take place on the date first set forth above (the "Closing Date"), by delivery or facsimile copies of documents, or on such other date or at such other location as the parties may agree. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or delivery will become effective until all of the transfers and deliveries provided for in Sections 5.2 and 5.3 have been consummated. Notwithstanding the date of Closing, the transactions consummated herein shall be effective as of May 1, 2002.

5.2 Conditions to Buyer's Obligations. The obligation of Buyer to perform this Agreement is subject to satisfaction (or written waiver by Buyer in Buyer's sole discretion) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Buyer which are not attached as Schedules (and therefore deemed satisfactory to Buyer) must be in form and substance reasonably satisfactory to Buyer;

5.2.1 Agreements Performed. Seller shall have performed all of the obligations under this Agreement to be performed by him at or before the Closing, and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date;

5.2.2 Representations Accurate. The representations and warranties of Seller contained herein will continue to be accurate in all material respects just as if made as of the Closing, without giving effect to any supplemental disclosure, update or modification and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date, if requested by Buyer;

5.2.3 No Change. There will have been no material adverse changes in the financial condition, results of operations, assets, business or prospects of the Company;

5.2.4 Legal Action. There will be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement;

5.2.5 Stock Certificates. Buyer will have received stock certificates either duly endorsed in blank or with stock powers so endorsed and attached thereto ready for immediate transfer into Buyer's name, representing the transfer of the Purchased Stock to Buyer, free of all Liens, as well as all other documents to be delivered pursuant to Section 5.5.1 hereof;

5.2.6 Access to Records. Buyer shall have been afforded an opportunity to review all books and records of the Company and its Subsidiaries;

5.2.7 Due Diligence. Buyer will have completed its due diligence review with respect to the Company and the results thereof shall have been to the satisfaction of Buyer in its sole discretion;

5.2.8 Others. Buyer will have received each other document required to be delivered to Buyer hereunder.

5.3 Conditions to Seller's Obligations. The obligation of Seller to perform this Agreement is subject to satisfaction (or written waiver of Seller in Seller's sole discretion) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Seller which are not attached as Schedules (and therefore deemed satisfactory to Seller) must be in form and substance reasonably satisfactory to Seller:

5.3.1 Agreements Performed. Buyer will have performed all of the obligations under this Agreement to be performed by it at or before the Closing;

5.3.2 Representations Accurate. The representations and warranties of Buyer contained herein will continue to be accurate in all material respects just as if made as of the Closing without giving effect to any supplemental disclosure, update or modification;

5.3.3 Legal Action. There will be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement;

5.3.4 Closing Payment. Seller will have received immediately available funds by wire transfer in the amount of the Purchase Price and each of the other documents required to be delivered pursuant to Section 5.5.2 hereof;

5.3.5 Others. Seller and the Company will have received each other document required to be delivered to them hereunder.

5.4 Closing Covenants.

5.4.1 Supplemental Disclosure. Until the Closing, the parties hereto will immediately notify the other party of any event or circumstance that:

(a) makes it necessary to correct any representation and warranty in Article III or IV that has been rendered inaccurate thereby; or

(b) arises hereafter and which, had it existed on or prior to the date hereof, would have resulted in an inaccuracy in a representation and warranty in Article III or IV.

5.4.2 Termination. This Agreement may be terminated:

(a) by written agreement of Buyer and Seller, or if Buyer determines to terminate after due diligence investigation by Buyer is not satisfactory in Buyer's discretion; or

(b) by the Buyer, if there has been a material breach by Seller or the Company or its Subsidiaries of any of the Seller's representations, warranties, covenants or agreements set forth in this Agreement which breach cannot be cured promptly by the Seller of the Company or its Subsidiaries.

If this Agreement is terminated pursuant to paragraph (a) of this Section, all provisions of this Agreement will become void without any liability on the part of any party. If this Agreement is terminated pursuant to paragraph (b) of this Section, all rights and remedies of each party hereunder and all other provisions hereof related thereto will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom. All rights and remedies of each party hereunder and all other provisions hereof related thereto will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom.

5.5 Closing Deliveries. At the Closing, the parties hereto will make the transfers and deliveries hereinafter set forth. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or deliver will become effective until all of the transfers and deliveries provided for hereunder have been consummated. The transfers and deliveries herein contemplated will be deemed to have occurred and the Closing will be effective as of the close of business on the Closing Date.

5.5.1 Deliveries from Seller to Buyer. At the Closing, Seller shall deliver or cause to be delivered the following to Buyer:

(a) certificates representing all of the Purchased Stock duly endorsed by Seller, fully registered in the name of Buyer and duly recorded on the stockholder and transfer records of the Company, free of all Liens and assessments;

(b) the books and records of the Company including, without limitation, the stock books, stock ledgers, minute books, corporate seal and operating contracts;

(c) each other document reasonably requested to be delivered to Buyer hereunder.

5.5.2 Deliveries from Buyer to Seller. At the Closing, Buyer shall deliver or cause to be delivered the following to Seller:

(a) evidence of wire transfer of the Purchase Price;

(b) each other document reasonably requested to be delivered to Seller hereunder.

ARTICLE VI
COVENANTS

6.1 Miscellaneous Covenants.

6.1.1 Publicity. All public announcements relating to this Agreement or the transactions contemplated hereby will be made only as may be authorized mutually by Buyer and Seller or as required by Law.

6.1.2 Expenses. Except to the extent otherwise specifically provided herein, each party will pay all of its own respective expenses incident to the transactions contemplated by this Agreement which are incurred by such party or its representatives.

6.1.3 No Assignment. Except as provided in Article IX, no assignment of any part of this Agreement or any right or obligation hereunder may be made without the prior written consent of all other parties, and any assignment attempted without that consent will be void.

6.2 Confidentiality.

6.2.1 Confidentiality Obligation. Except for a Required Disclosure (as defined below) each party hereto agrees not to disclose or use, directly or indirectly, any Confidential Information, at any time after execution of this Agreement, and the Closing. In the event of a contemplated Required Disclosure of Confidential Information by a party, such party agrees to use his or its best efforts to provide the other party and the Company an opportunity to object to the disclosure and as much prior written notice as is possible under the circumstances. For purposes of this Section 6.2.1, "Confidential Information" means (i) all information belonging to, used by, or which is in the possession of any party hereto relating to the Company's or its Subsidiaries' or another party hereto's business to the extent such information is not intended to be disseminated to the public or is otherwise not generally known to competitors of the Company or its Subsidiaries, including, but not limited to, information relating to the Company's or its Subsidiaries' products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, or trade secrets and (ii) all information relating to the acquisition of the Purchased Stock by Buyer hereunder, including, without limitation, all strategies, negotiations, discussions, terms, conditions and other information relating to this Agreement and each other document and agreement delivered in connection herewith. Each party hereto acknowledges that following the Closing all of the Confidential Information will be the exclusive proprietary property of the Company or of the appropriate other parties hereto, as the case may be, whether or not prepared in whole or in part by any party hereto and whether or not disclosed to or entrusted to the custody of any party hereto. Nothing herein shall require any party to withhold from disclosure of any Confidential Information hereunder where disclosure is required by Law, required to be included in either party's financial statements or required for the preparation and submission of any report for any agency, commission

or board requiring such information in connection with such party's business (a "Required Disclosure"). Notwithstanding any other provision contained in this Agreement to the contrary, the Buyer may furnish information (including Confidential Information) to third Persons who are agents or employees of the Buyer.

6.3 Access to Information. Upon reasonable notice and subject to applicable Laws relating to the exchange of information, Seller shall afford to the officers, employees, accountants, counsel and other representatives of Buyer access, during normal business hours during the period prior to the Closing Date, to all of the properties of the Company and, during such period, the Company shall make available to Buyer all information and Books and Records concerning the Company and its properties, business and employees as Buyer may reasonably request.

6.4 Conduct of Business. Seller agrees that, from the date hereof through the Closing, except to the extent otherwise permitted by this Agreement or consented to in writing by Buyer, Seller shall cause the Company to:

(a) operate its business only in the Ordinary Course of Business;

(b) not enter into or assume any material agreement, contract or instrument relating to the Company or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof;

(c) pay accounts payable and other obligations of the Company when they become due and payable in the ordinary course of business;

(d) use its reasonable efforts to preserve its business organizations intact, to retain the services of its employees and to preserve its goodwill and relationships with customers, suppliers, creditors and others having business relationships with it;

(e) take such action as may be reasonably necessary to preserve its properties and assets and to maintain its permits and licenses;

(f) maintain its insurance policies in full force and effect;

(g) comply with any applicable Law;

(h) promptly advise Buyer in writing of any material adverse effect on the Company or its business, financial condition or properties and of any event or circumstance which will, or with reasonable certainty will, result in such a material adverse effect on the Company or which will, or with reasonable certainty will, constitute a violation or breach of any representation, warranty or covenant contained in this Agreement;

(i) review with Buyer all decisions regarding new contracts or extensions or amendments of existing contracts, equipment purchases and sales and other

operational decisions involving individually or in the aggregate more than $10,000.00;

(j) except as required by applicable Law or contract, not make or commit to make any salary or wage increase with respect to any officer, employee or agent or enter into, amend or alter any Benefit Plan, trust agreement or arrangement or any employment or consulting contract, unless consented to by Buyer;

(k) not pay, discharge or satisfy any Liability or Lien other than current Liabilities reflected in the most recent financial statements of the Company, and current Liabilities incurred since the date of the most recent financial statements of the Company in the ordinary course of business;

(l) not sell, transfer or otherwise dispose of or encumber any of its cash, assets or properties, or engage in any activity in connection with any securitization of assets owned by the Company or its Subsidiaries;

(m) not declare or pay any dividend or make any distribution with respect to the Stock, or redeem, purchase or otherwise acquire any of its capital stock;

(n) not modify or amend any of the terms of any of the contracts to which the Company is a party;

(o) not make any contract or understanding to take any action referred to in Sections 6.4(a) through 6.4(n) above; and

(p) not take any affirmative action, or fail to take any reasonable action within its control, which would result in any of the changes or events listed in Sections 3.13(a) through 3.13(p).

6.5 Officers and Employees. Without incurring any Liability with respect to the Company, Seller shall use best efforts to cause all officers and employees of the Company to remain with the Company after the Closing Date.

ARTICLE VII
INDEMNIFICATION

7.1 Survival of Representations and Warranties. The representations and warranties of Seller in Article III and Buyer in Article IV will survive the Closing and continue to be binding regardless of any investigation made at any time by any party.

7.2 Indemnification by Seller. Seller will indemnify Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless from:

(a) Representations. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any material inaccuracy in or breach of any representation or warranty by Seller herein or in any other agreement, or document referred to herein and delivered by or on behalf of Seller in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Buyer as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach hereunder); provided, however, in no event shall this subsection (a) apply to any inaccuracy or breach caused by an event which occurs after the Closing;

(b) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Seller herein or in any other agreement or document referred to herein and delivered by or on behalf of Seller in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Buyer as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach thereunder).

7.3 Indemnification by Buyer. The Buyer will indemnify Seller and his agents (collectively, the "Seller Indemnified Parties") against and hold them harmless from:

(a) Representations. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any inaccuracy in or breach of any representation or warranty by Buyer herein or in any other agreement, or document referred to herein and delivered by or on behalf of Buyer in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Seller as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach hereunder);

(b) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Buyer herein or in any other agreement or document referred to herein and delivered by or on behalf of Buyer in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Seller as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach thereunder).

ARTICLE VIII
CONSTRUCTION

8.1 Definitions. When used in this Agreement, the following terms in all of their tenses and cases will have the meanings assigned to them below or elsewhere in this Agreement as indicated below:

"Affiliate" of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

"Books and Records" means all books and records of the Company relating to the Company's business and properties, including, but not limited to, (i) all books and records relating to the purchase of materials and supplies, sales of products, dealings with customers, invoices, suppliers' lists and personnel records, (ii) all contracts, reports, opinions, maps and other documents affecting the title to or the value of the properties of the Company, (iii) tax returns, and (iv) all financial and operating data, files and other information with respect to the Company's business and properties.

"Buyer" means Farmers & Merchants Investment, Inc., a Nebraska corporation.

"Buyer Indemnified Parties" is defined in Section 7.2.

"Closing" and "Closing Date" are defined in Section 5.1.

"Code" is defined in Section 3.11.

"Confidential Information" is defined in Section 6.2.1.

"GAAP" means generally accepted accounting principles.

"Governmental Authority" means any federal, provincial, municipal, state, regional or local authority, agency, body, court or instrumentality, regulatory or otherwise, domestic or foreign, which, in whole or in part, was formed by or operates under the auspices of any federal, provincial, municipal, state, regional or local government, domestic or foreign.

"Law" means any common law and any federal, provincial, municipal, state, regional, local or foreign law, bylaw, rule, statutes, ordinance, rule, order or regulation.

"Liabilities" means responsibilities, obligations, duties, commitments, claims and liabilities of any and every kind, whether known or unknown, accrued, absolute, contingent or otherwise.

"Lien" means any security interest, lien, charge, covenant, condition, easement, adverse claim, demand, encumbrance, limitation, security interest, option, pledge, warrant or any other title defect or restriction of any kind.

"Person" means any individual, corporation, partnership, association or any other entity or organization.

"Purchased Stock" means the Stock the Company acquired by Buyer at the Closing and which at the Closing shall represent a percentage of the issued and outstanding equity interest in the Company as reflected in Section 1.2 hereof.

"Purchase Price" is defined in Section 2.1.

"Seller" means Nelnet Loan Services, Inc., a Nevada corporation.

"Seller Indemnified Parties" is defined in Section 7.3.

"Stock" is defined in the Recitals.

"Subsidiaries" means Retirement Direct, LLC.

"Tax" means any charge or assessment by or liability to any Governmental Authority, including, but not limited to, any deficiency, interest or penalty.

8.2 Notices. All notices shall be in writing delivered as follows:

(a) If to Buyer:

Farmers & Merchants Investment Inc. Attention: Mike Dunlap
6801 South 27th Street
Lincoln, Nebraska 68512
Telephone: 402/323-1131
Facsimile: 402/323-1286

(b) If to Seller:

Nelnet Loan Services, Inc. Attention: Terry J. Heimes 121 S. 13th Street
Suite #301
Lincoln, NE 68508
Telephone: 402/458-2301
Facsimile: 402/458-2399

or to such other address as may have been designated in a prior notice. Notices sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed to have been given two business days after being mailed, and otherwise notices shall be deemed to have been given when received.

8.3 Binding Effect. Except as may be otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except as otherwise provided in this Agreement, nothing in this Agreement is intended or will be construed to confer on any Person other than the parties any rights or benefits hereunder.

8.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same document.

8.5 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against either party. This Agreement shall be construed to be valid and enforceable to the full extent allowed by law. It is agreed that if any part, term or provision of this Agreement is determined to be illegal, unenforceable or in conflict with applicable law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the term of provision held to be invalid.

8.6 Modification. No supplement, modification or amendment of this Agreement will be binding unless made in a written instrument which is signed by both parties and which specifically refers to this Agreement.

8.7 Entire Agreement. This Agreement and the agreements and documents referred to in this Agreement or delivered hereunder are the exclusive statement of the agreement between the parties concerning the subject matter hereof. All negotiations between the parties are merged into this Agreement, and there are no representations, warranties, covenants, understandings or agreements, oral or otherwise, in relation thereto between the parties other than those incorporated herein and to be delivered hereunder. This Agreement shall specifically supersede any prior negotiations, understandings or agreements between Seller and Buyer.

INTENDING TO BE LEGALLY BOUND, the parties have signed this Stock Purchase Agreement as of the date first above written.

NELNET LOAN SERVICES, INC. FARMERS & MERCHANTS

INVESTMENT INC.

By:     /s/ Mike Dunlap                      By:      /s/ Jay Dunlap
      ---------------------------                  ---------------------------
Title:  President                            Title:  Chairman
      ---------------------------                  ---------------------------

Exhibit 2.13

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is entered into this 2nd day of May, 2002, by and among Packers Service Group, Inc., a Nebraska corporation (the "Buyer" or the "Company", as applicable) and Infovisa, Inc., a Colorado corporation (the "Seller").

RECITALS

A. Seller owns title and beneficial ownership interest in 100.0% of all of the issued and outstanding preferred stock (the "Stock") of the Company;

B. The parties desire that Seller sells to Buyer and Buyer purchases from Seller upon the terms and conditions hereinafter set forth all of the Stock representing an interest in 100.0% of the preferred stock of the Company immediately after all transactions contemplated or referenced in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and in consideration of and in reliance upon the representations, warranties and obligations in this Agreement, the parties agree as follows:

ARTICLE I
PURCHASE OF STOCK

1.1 Definition Reference. Certain capitalized terms are defined in
Section 8.1.

1.2 Purchase of Stock. Subject to the terms of this Agreement, Seller agrees to sell, transfer and assign (or cause to be sold, transferred and assigned) to Buyer free of all Liens, and Buyer agrees to purchase 10,000 shares of the Stock representing 100.0% of the authorized and issued shares of preferred stock of the Company.

ARTICLE II
CONSIDERATION

2.1 Purchase Price. In consideration of the Purchased Stock, Buyer will pay Seller the aggregate purchase price of $10,000,000 together with all earned and undistributed dividends on the stock through the Closing Date (the "Purchase Price"), payable as set forth below.

2.1.1 Closing Payment. At the Closing, Buyer will pay Seller the Purchase Price by either delivery of immediately available funds or a promissory note issued by Buyer as may mutually be agreed upon by the parties at closing.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date of this Agreement and as of Closing, as follows:

3.1 Ownership of Stock. Seller is, as of the date of this Agreement, the record title and beneficial owner of 10,000 shares of the Stock, and will be the record title and beneficial owner of such Stock as of Closing, free and clear from all Liens of any nature, and upon the delivery to Buyer of the endorsed Stock certificates Buyer will be the title and beneficial owner of 10,000 shares of Stock, which shall constitute 100% of the issued and outstanding preferred stock of the Company, which shall be free and clear from all Liens of any nature.

3.2 Authorization; Organization and Standing; Non-Contravention. Seller has the necessary power and authority to execute and deliver this Agreement and to perform the obligations to be performed by Seller hereunder, and this Agreement is valid and binding upon Seller and enforceable in accordance with its terms. The execution and delivery of this Agreement by Seller do not, and the consummation of the transactions contemplated hereby and the performance by Seller of the terms of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which the Company is a party or by which the Company is bound or which any of its assets are subject, (c) violate provisions of the Company's articles of incorporation or bylaws, or (d) result in acceleration of any obligation under, or constitute an event of default under any order, judgment or decree to which the Company or Seller are bound. No approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the directors of the Company is required that has not been obtained in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nebraska. Buyer has full corporate power to execute, deliver and perform this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith.

4.2 Authority; Noncontravention. Buyer has the necessary corporate powers and authority to execute and deliver this Agreement and to perform the obligations to be performed by Buyer hereunder, and this Agreement is valid and binding upon Buyer and enforceable in accordance with its terms. The execution and delivery of this Agreement will not (a) violate any Law, (b) conflict with, result in a breach

of, constitute a default under, result in acceleration of, create in any Person the right to accelerate, modify or cancel, or require any notice under any contract to which Buyer is a party or by which Buyer is bound or which any of its assets are subject, (c) violate the articles of incorporation or bylaws of Buyer, or (d) result in acceleration of any obligation under, or constitute an event of default under, any order, judgment or decree to which Buyer is bound. Except as specifically set forth in this Agreement, no approval, authorization, license, permit or other action by, or filing with, any Governmental Authority or non-governmental third party, or of the shareholders or directors of Buyer is required that has not been obtained in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.

4.3 Brokers and Finders. Buyer has not employed any broker or finder or incurred any Liability for any brokerage fees, commissions or finder's fees in connection with this Agreement.

ARTICLE V
CLOSING

5.1 Closing. If the conditions to the parties' obligations enumerated below in Sections 5.2 and 5.3 are satisfied, consummation of the transactions contemplated hereby (the "Closing") shall take place as of the date first set forth above (the "Closing Date"), by delivery or facsimile copies of documents, or on such other date or at such other location as the parties may agree. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or delivery will become effective until all of the transfers and deliveries provided for in Sections 5.2 and 5.3 have been consummated. Notwithstanding the date of Closing, the transactions consummated herein shall be effective as of May 3, 2002.

5.2 Conditions to Buyer's Obligations. The obligation of Buyer to perform this Agreement is subject to satisfaction (or written waiver by Buyer in Buyer's sole discretion) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Buyer which are not attached as Schedules (and therefore deemed satisfactory to Buyer) must be in form and substance reasonably satisfactory to Buyer:

5.2.1 Agreements Performed. Seller shall have performed all of the obligations under this Agreement to be performed by Seller at or before the Closing, and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date;

5.2.2 Representations Accurate. The representations and warranties of Seller contained herein will continue to be accurate in all material respects just as if made as of the Closing, without giving effect to any supplemental disclosure, update or modification and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date, if requested by Buyer;

5.2.3 Legal Action. There will be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement;

5.2.4 Stock Certificates. Buyer will have received stock certificates either duly endorsed in blank or with stock powers so endorsed and attached thereto ready for immediate transfer into Buyer's name, representing the transfer of the Seller's Stock to Buyer, free of all Liens, as well as all other documents to be delivered pursuant to Section 5.5.1 hereof;

5.2.5 Access to Records. Buyer shall have been afforded an opportunity to review all books and records of the Company and its Subsidiaries;

5.2.6 Due Diligence. Buyer will have completed its due diligence review with respect to the Company and the results thereof shall have been to the satisfaction of Buyer in its sole discretion;

5.2.7 Others. Buyer will have received each other document required to be delivered to Buyer hereunder.

5.3 Conditions to Seller's Obligations The obligation of Seller to perform this Agreement is subject to satisfaction (or written waiver of Seller in Seller's sole discretion) of the following conditions at or before the Closing, it being an explicit condition that all agreements and documents to be delivered to Seller which are not attached as Schedules (and therefore deemed satisfactory to Seller) must be in form and substance reasonably satisfactory to Seller:

5.3.1 Agreements Performed Buyer will have performed all of the obligations under this Agreement to be performed by it at or before the Closing;

5.3.2 Representations Accurate. The representations and warranties of Buyer contained herein will continue to be accurate in all material respects just as if made as of the Closing without giving effect to any supplemental disclosure, update or modification;

5.3.3 Legal Action. There will be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the transactions contemplated by this Agreement;

5.3.4 Closing Payment. Seller will have received immediately available funds by wire transfer in the amount of the Purchase Price and each of the other documents required to be delivered pursuant to Section 5.5.2 hereof;

5.3.5 Others. Seller and the Company will have received each other document required to be delivered to them hereunder.

5.4 Closing Covenants.

5.4.1 Supplemental Disclosure. Until the Closing, the parties hereto will immediately notify the other party of any event or circumstance that:

(a) makes it necessary to correct any representation and warranty in Article III or IV that has been rendered inaccurate thereby; or

(b) arises hereafter and which, had it existed on or prior to the date hereof, would have resulted in an inaccuracy in a representation and warranty in Article III or IV.

5.4.2 Termination. This Agreement may be terminated:

(a) by written agreement of Buyer and Seller, or if Buyer determines to terminate after due diligence investigation by Buyer is not satisfactory in Buyer's discretion; or

(b) by Buyer, if there has been a material breach by Seller or the Company or its Subsidiaries of any of the Seller's representations, warranties, covenants or agreements set forth in this Agreement which breach cannot be cured promptly by the Seller or the Company or its Subsidiaries.

If this Agreement is terminated pursuant to paragraph (a) of this Section, all provisions of this Agreement will become void without any liability on the part of any party. If this Agreement is terminated pursuant to paragraph (b) of this Section, all rights and remedies of each party hereunder and all other provisions hereof related thereto will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom. All rights and remedies of each party hereunder and all other provisions hereof related thereto will survive termination to the extent required so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination will remain liable for the damages resulting therefrom.

5.5 Closing Deliveries. At the Closing, the parties hereto will make the transfers and deliveries hereinafter set forth. The transfers and deliveries herein contemplated will be mutually interdependent and regarded as occurring simultaneously; and no such transfer or deliver will become effective until all of the transfers and deliveries provided for hereunder have been consummated. The transfers and deliveries herein contemplated will be deemed to have occurred and the Closing will be effective as of the close of business on May 3, 2002.

5.5.1 Deliveries from Seller to Buyer. At the Closing, Seller shall deliver or cause to be delivered the following to Buyer:

(a) certificates representing all of the purchased Stock duly endorsed by Seller, fully registered in the name of Buyer and duly recorded on the stockholder and transfer records of the Company, free of all Liens and assessments;

(b) each other document reasonably requested to be delivered to Buyer hereunder.

5.5.2 Deliveries from Buyer to Seller. At the Closing, Buyer shall deliver or cause to be delivered the following to Seller:

(a) evidence of wire transfer of the Purchase Price;

(b) each other document reasonably requested to be delivered to Seller hereunder.

ARTICLE VI
COVENANTS

6.1 Miscellaneous Covenants.

6.1.1 Publicity. All public announcements relating to this Agreement or the transactions contemplated hereby will be made only as may be authorized mutually by Buyer and Seller or as required by Law.

6.1.2 Expenses. Except to the extent otherwise specifically provided herein, each party will pay all of its own respective expenses incident to the transactions contemplated by this Agreement which are incurred by such party or its representatives.

6.1.3 No Assignment. Except as provided in Article IX, no assignment of any part of this Agreement or any right or obligation hereunder may be made without the prior written consent of all other parties, and any assignment attempted without that consent will be void.

6.2 Confidentiality.

6.2.1 Confidentiality Obligation. Except for a Required Disclosure (as defined below) each party hereto agrees not to disclose or use, directly or indirectly, any Confidential Information, at any time after execution of this Agreement, and the Closing. In the event of a contemplated Required Disclosure of Confidential Information by a party, such party agrees to use his or its best efforts to provide the other party and the Company an opportunity to object to the disclosure and as much prior written notice as is possible under the circumstances. For purposes of this Section 6.2.1, "Confidential Information" means (I) all information belonging to, used by, or which is in the possession of any party hereto relating to the Company's or its Subsidiaries' or another party hereto's business to the extent such information is not intended to be disseminated to the public or is otherwise not generally known to competitors of the Company or its Subsidiaries, including, but not limited to, information relating to the Company's or its Subsidiaries' products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, or trade secrets and (ii) all information relating to the acquisition of the purchased Stock by Buyer

hereunder, including, without limitation, all strategies, negotiations, discussions, terms, conditions and other information relating to this Agreement and each other document and agreement delivered in connection herewith. Each party hereto acknowledges that following the Closing all of the Confidential Information will be the exclusive proprietary property of the Company or of the appropriate other parties hereto, as the case may be, whether or not prepared in whole or in part by any party hereto and whether or not disclosed to or entrusted to the custody of any party hereto. Nothing herein shall require any party to withhold from disclosure of any Confidential Information hereunder where disclosure is required by Law, required to be included in either party's financial statements or required for the preparation and submission of any report for any agency, commission or board requiring such information in connection with such party's business (a "Required Disclosure"). Notwithstanding any other provision contained in this Agreement to the contrary, Buyer may furnish information (including Confidential Information) to third Persons who are agents or employees of Buyer.

ARTICLE VII
INDEMNIFICATION

7.1 Survival of Representations and Warranties. The representations and warranties of Seller in Article III and Buyer in Article IV will survive the Closing and continue to be binding regardless of any investigation made at any time by any party.

7.2 Indemnification by Seller. Seller will indemnify Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless from:

(a) Representations. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any material inaccuracy in or breach of any representation or warranty by Seller herein or in any other agreement, or document referred to herein and delivered by or on behalf of Seller in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Buyer as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach hereunder); provided, however, in no event shall this subsection (a) apply to any inaccuracy or breach caused by an event which occurs after the Closing;

(b) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Seller herein or in any other agreement or document referred to herein and delivered by or on behalf of Seller in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Buyer as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach thereunder).

7.3 Indemnification by Buyer. Buyer will indemnify Seller and Seller's agents (collectively, the "Seller Indemnified Parties") against and hold them harmless from:

(a) Representations. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) from or arising out of any inaccuracy in or breach of any representation or warranty by Buyer herein or in any other agreement, or document referred to herein and delivered by or on behalf of Buyer in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Seller as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach hereunder);

(b) Covenants. All Liability, loss, damage, deficiency or cost (including without limitation reasonable attorneys fees) resulting from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Buyer herein or in any other agreement or document referred to herein and delivered by or on behalf of Buyer in connection herewith (except, and only to the extent, that any such agreement or document provides for an economically equivalent remedy to Seller as is provided hereunder, the intentions of the parties being to avoid any duplication of recovery for any breach thereunder).

ARTICLE VIII
CONSTRUCTION

8.1 Definitions. When used in this Agreement, the following terms in all of their tenses and cases will have the meanings assigned to them below or elsewhere in this Agreement as indicated below:

"Affiliate" of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

"Buyer" means Packers Service Group, a Nebraska corporation.

"Buyer Indemnified Parties" is defined in Section 7.2.

"Closing" and "Closing Date" are defined in Section 5.1.

"Company" means Packers Service Group, Inc., a Nebraska corporation.

"Confidential Information" is defined in Section 6.2.1.

"Law" means any common law and any federal, provincial, municipal, state, regional, local or foreign law, bylaw, rule, statutes, ordinance, rule, order or regulation.

"Liabilities" means responsibilities, obligations, duties, commitments, claims and liabilities of any and every kind, whether known or unknown, accrued, absolute, contingent or otherwise.

"Lien" means any security interest, lien, charge, covenant, condition, easement, adverse claim, demand, encumbrance, limitation, security interest, option, pledge, warrant or any other title defect or restriction of any kind.

"Person" means any individual, corporation, partnership, association or any other entity or organization.

"Purchased Stock" means the Stock the Company acquired by Buyer at the Closing and which at the Closing shall represent 100% of the issued and outstanding preferred stock in the Company.

"Purchase Price" is defined in Section 2.1.

"Seller" means Infovisa, Inc., a Colorado corporation.

"Seller Indemnified Parties" is defined in Section 7.3.

"Stock" is defined in the Recitals.

"Subsidiaries" means any wholly owned subsidiary entities of the Company.

8.2 Notices. All notices shall be in writing delivered as follows:

(a) If to Buyer:

Packers Service Group, Inc. Attention: Mike Dunlap 6801 South 27th Street Lincoln, Nebraska 68512 Telephone: 402/323-1131 Facsimile: 402/323-1286

with a copy to:

Daniel F. Kaplan Perry, Guthery, Haase & Gessford, P.C., L.L.O.

233 South 13th Street, Suite 1400
Lincoln, Nebraska 68508
Telephone: 402/ 476-9200
Facsimile: 402/ 476-0094

(b) If to Seller:

Infovisa, Inc. Attention: Mike Dinges 11120 Treynorth Drive Cornelius, NC 28031 Telephone: (704) 892-3270 X226 Facsimile: (704) 892-7868

or to such other address as may have been designated in a prior notice. Notices sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed to have been given two business days after being mailed, and otherwise notices shall be deemed to have been given when received.

8.3 Binding Effect. Except as may be otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except as otherwise provided in this Agreement, nothing in this Agreement is intended or will be construed to confer on any Person other than the parties any rights or benefits hereunder.

8.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same document.

8.5 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against either party. This Agreement shall be construed to be valid and enforceable to the full extent allowed by law. It is agreed that if any part, term or provision of this Agreement is determined to be illegal, unenforceable or in conflict with applicable law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the term of provision held to be invalid.

8.6 Modification. No supplement, modification or amendment of this Agreement will be binding unless made in a written instrument which is signed by both parties and which specifically refers to this Agreement.

8.7 Entire Agreement. This Agreement and the agreements and documents referred to in this Agreement or delivered hereunder are the exclusive statement of the agreement between the parties concerning the subject matter hereof. All negotiations between the parties are merged into this Agreement, and there are no representations, warranties, covenants, understandings or agreements, oral or otherwise, in relation thereto between the parties other than those incorporated herein and to be delivered hereunder.

INTENDING TO BE LEGALLY BOUND, the parties have signed this Stock Purchase Agreement as of the date first above written.

PACKERS SERVICE GROUP, INC. INFOVISA, INC.

By:    /s/ Mike Dunlap                    By:    /s/ Mike Dinges
Title: V.P.                               Title: President

Exhibit 2.14

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 9th day of May, 2002, among THOMAS MORRILL ("Morrill"), residing at 341 Pine Brook Road, Bedford, New York 10506, JAMES CALLIER ("Callier"), with offices at 950 Echo Lane, Houston, Texas 77024, MICHAEL CRUSKIE ("Cruskie"), residing at 18912 Maisons Road, Lutz, Florida 33549, and DOMINIC ROTONDI ("Rotondi"), residing at 5173 Woodlawn Drive, Schenectedy, New York 12303 (Morrill, Callier, Cruskie and Rotondi being collectively referred to as "Sellers"), and Nelnet, Inc., a Nevada corporation, having an office at 121 South 13th Street, Suite 301, Lincoln, Nebraska ("Purchaser"), concerning CHARTER ACCOUNT SYSTEMS, INC., a New York corporation, having a place of business at 457 New Karner Road, Albany, New York 12205 (the "Company").

W I T N E S S E T H :

WHEREAS, Sellers are the owners in the aggregate of Eight Hundred (800) shares of no par value common stock (the "Shares") of the Company representing all of the issued and outstanding shares of capital stock of the Company; and

WHEREAS, the Company is in the business of providing software and related services to student loan lenders for the servicing of student loans (the "Company Business"); and

WHEREAS, Sellers wish to sell to Purchaser and Purchaser wishes to purchase from Sellers all of the Shares; and

WHEREAS, Purchaser desires that Cruskie and Rotondi remain as employees of the Company after the Closing.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and other agreements and undertakings of the parties hereinafter set forth, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE ONE

PURCHASE AND SALE OF SHARES

1.1 Sale and Purchase of Shares. On the Closing Date, as hereinafter defined, the Sellers agree to and shall sell transfer and deliver the Shares to the Purchaser, and the Purchaser shall purchase, acquire and accept the Shares from Sellers. The number of shares held by each of Sellers is indicated on Schedule 1.1 hereto.

1.2 Closing. The sale and purchase of the Shares (the "Closing") under this Agreement shall commence at 10:00 a.m., EDT on the date hereof, simultaneously with the execution of this Agreement, at the offices of Stern, Levy & Pellegrino, LLP, 950 Third Avenue, New York, New York. The date and time of the Closing are herein referred to as the Closing Date.

1.3 Purchase Price. The aggregate purchase price (the "Purchase Price") payable to Sellers at Closing in consideration of the sale of the Shares hereunder shall be Six Million Eight Hundred Thousand ($6,800,000.00) Dollars. At the option of Sellers, by notice to Purchaser prior to the Closing Date, the Purchase Price shall be paid by wire transfer of immediately available funds to an account or accounts as specified by Sellers or by unendorsed bank check(s) or certified check(s) of Purchaser payable in accordance with Seller's instructions in said notice.

ARTICLE TWO

REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers, jointly and severally, represent and warrant to Purchaser (except as to Section 2.1, which representation is made individually and severally), as follows:

2.1 Ownership of the Shares. Sellers are the owners of the Shares, free and clear of any lien, mortgage, security interest, encumbrance, title defect or claim restricting or limiting Sellers' ability to transfer the Shares to Purchaser under and pursuant to this Agreement, and there is no subscription, warrant, call, unsatisfied preemptive right, option, convertible securities, rights of first refusal or other agreement of any kind to issue, purchase or otherwise receive from Sellers any of the Shares or any other security of the Company. The number of shares owned by each of the Sellers are set forth in Schedule 1.1 hereto. Seller will deliver to Purchaser the endorsed Stock certificates for each of the Shares, which certificates shall represent and convey to Purchaser title and beneficial ownership of 100% of the issued and outstanding stock and equity interest in the Company, free and clear from any lien, mortgage, security interest, encumbrance, title defect or restriction, excepting any of the same which may be created by Purchaser or in connection with Purchaser's acquisition of the Shares, pursuant to other agreements or obligations to which Purchaser may be bound.

2.2 Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York The Company has received notice from the State of Texas regarding certain taxes due, the returns for which were recently submitted by the Company's accountant. All of the representations made in this Agreement are subject to the foregoing facts and any consequences arising therefrom. Notwithstanding its inclusion in this Article relating to Sellers' representations, Sellers and Purchaser separately covenant and

agree that following the Closing they shall cooperate with the Company's current accountant (or such other accountant as the parties may agree upon) in taking such steps as may be reasonably required to complete the clearance of the Texas tax matter. The covenant herein shall survive the Closing.

2.3 Capitalization of the Company. The Company has an authorized capitalization consisting solely of One Thousand (1,000) shares of common stock, no par value and Two Hundred (200) shares of cumulative, convertible preferred stock, no par value. As of the date of this Agreement, there are issued and outstanding Eight Hundred (800) shares of such Common Stock. All of the Shares have been duly authorized, validly issued and are fully paid and nonassessable. No other class of capital stock of the Company is outstanding. There are no voting trusts, proxies or other agreements or understandings with respect to voting of the Shares.

2.4 Authority. This Agreement has been duly executed and delivered by Sellers, and Sellers have the right, power, authority and legal capacity to enter into and perform under this Agreement and to consummate the sale of their shares pursuant hereto. This Agreement is valid and binding upon Sellers and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting creditors' rights generally, as well as general principles of equity and standards of good faith, fair dealing and reasonableness.

2.5 Certificate of Incorporation and By-laws. Prior to the execution of this Agreement, Sellers have delivered to Purchaser a true and complete copy of the Company's certificate of incorporation and bylaws, and amendments thereto, if any, as in effect on the date hereof; neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the Certificate of Incorporation or by-laws of the Company.

2.6 Financial Statements. Sellers have delivered to Purchaser copies of the financial statements of the Company for the period ending April 30,2002 (the "Financial Statements"). Such Financial Statements fairly present the financial condition and results of operation of the Company as of and for such periods, have been prepared on a consistent basis throughout the periods covered thereby, are correct and complete, and are consistent with the books and records of the Company, on a consistent basis throughout the period covered thereby, provided, however, that the foregoing is not intended as assurance that the Financial Statement have been prepared fully in accordance with GAAP, it being acknowledged by Purchaser that the method of recognition of earned and unearned revenue, unearned maintenance fees and other items are not in accordance with GAAP. The Company does not have any direct or indirect, primary or secondary, liability of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise that will have, or is reasonably likely to have, individually or in the aggregate, a material adverse effect upon the Company, other than Seller's liabilities and obligations pursuant to (i) the Client Contracts and Non-Client Contracts, as defined in
Section 2.16, (ii) the Tangible Property Leases, and other items set forth in
Section 2.11, (iii) the Space Leases as defined in Section 2.12, (iv) as well as any other liabilities which are reflected upon the Financial Statements of the Company or otherwise disclosed in writing by Sellers to Purchaser.

2.7 No Consent. To "Sellers' Knowledge" (as hereinafter defined):
(i) no consent of any governmental authority is required in connection with the execution, delivery, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, and (ii) except as may be indicated in the Client Contracts, Non-Client Contracts, the Tangible Property Leases, the Space Leases or any other documents delivered to Purchaser, neither the execution and

delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, conflict with or result in the breach or termination of any contract, lease or other instrument to which the Company or Sellers is a party or by which the Company or Sellers is bound.

2.8 Subsidiaries and Other Affiliates. The Company does not have any subsidiaries or affiliates.

2.9 Ordinary Course of Business. Subsequent to April 30, 2002, the Company has not engaged in Company Business other than in the ordinary and usual course of business, including payment of compensation to Sellers, entering into contracts, making expenditures or entering into commitments of the Company. Subsequent to April 30,2002, Sellers have not received distributions of dividends, bonuses, or other remuneration from the Company, other than their ordinary salaries and employee benefits, and as disclosed in Schedule 2.9 annexed hereto.

2.10 Accounts Receivable. Schedule 2.10 sets forth a list of all of the Company Receivables as of April 30,2002. Each of the Company Receivables arose in the ordinary and usual course of business of the Company, but Sellers do not guarantee or otherwise promise that said Receivables will be paid.

2.11 Equipment and Other Tangible Property. Schedule 2.11(i) attached hereto sets forth a list of all items of equipment, furniture, fixtures or other tangible property owned or leased by the Company with a fair market value in each case in excess of $5,000.00 (collectively, "Tangible Properties"). Except for the rights of the lessor(s) thereof, the Tangible Properties are owned by the Company free and clear of all liens or other security interests. No representation or warranty is made concerning the physical condition of the Tangible Properties. The Company has delivered to Purchaser a correct and complete copy of the lease(s) of the leased Tangible Property (the "Tangible

Property Leases") The Tangible Property Leases are in full force and effect and have not been amended or modified. Sellers have received no written notice of default from any lessor with respect to the Tangible Property Leases. If and to the extent the Tangible Property Leases require the respective lessor's consent in the event of a change in control of the Company, the Company may or will be in default thereof, and the Parties shall have only the obligations contained in
Section 7.2 in connection therewith. Notwithstanding the foregoing, certain equipment purchased by the Company which is located in Morrill's house, as disclosed in Schedule 2.11(ii) attached hereto, is excluded from this transaction and shall be distributed to Morrill at the Closing at no cost to him.

2.12 Space Leases. Sellers have no leases other an office lease and a storage space lease as set forth in Schedule 2.12 annexed hereto (the "Space Leases"). The Space Leases are in full force and effect and have not been amended or modified, except as may be disclosed in Schedule 2.12. The Company has not received any written notice of default from either of the landlords with respect thereto. If and to the extent the Space Leases require the respective lessor's consent in the event of a change in control of the Company, the Company may or will be in default thereof, and the Parties shall have only the obligations contained in Section 7.2 in connection therewith.

2.13 Intellectual Property. Schedule 2.13(i) sets forth a complete list of the software products (the "Software Products") and the names and acronyms associated therewith (the "Software Product Names") developed and presently offered by the Company for use by its clients in the Company Business. Purchaser acknowledges having separately received a copy (on disc) of the source code, which Sellers confirm contains all of the source code presently in use with respect to the Software (the "Source Code"). The Software Products, Software Product Names, Source Code and Seller's domain name are collectively referred to as the "Intellectual Property"). Seller has not

sought statutory registration with respect to any of its Intellectual Property. To Seller's Knowledge, Sellers own no other intellectual property, other than such common law rights, if any, as the Company may have in its name by reason of the original incorporation thereof and the use of such name in the Company Business and in its web address. The Company makes use of certain third party off-the-shelf operating and application software in its operation, none of which was specially created for the Company. The Company has not received written notice, to the Seller's Knowledge the Company has not received any oral notice, and none of the Sellers has received written or oral notice, from any third party that the specific Intellectual Property marked by asterisk on Schedule 2.13(i) infringes the rights of such third party. Sellers make no representation as to the quality, duration, or validity of any of the Intellectual Property sold or assigned herein, or any other representation relating thereto except as may be expressly set forth herein. The Company is the sole and exclusive owner of the entire right, title and interest in and to the Intellectual Property, free and clear of any security interests, liens and similar encumbrances, subject to the proprietary rights of third parties providing off-the-shelf operating and application software referred to above. Regarding the Intellectual Property, (i) there is no pending litigation against Sellers or the Company, nor
(ii) to Seller's Knowledge, any litigation threatened in writing against Sellers or the Company.

2.14 Tax Matters. Except as disclosed in Section 2.2, the Company has filed all federal, state and local tax returns which are required to be filed and has paid all Taxes shown on such returns and all assessments received by the Company to the extent that the same have become due for all fiscal periods to and including the fiscal year ending June 30, 2001. All Taxes relating to the Company due on or before the Closing Date have been fully paid. The Company is not a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for

federal income tax purposes. Other than as referred to in Section 2.2, Seller has not received notice of any pending claims with respect to Taxes which remain upaid. As used herein, the term "Taxes" shall include all state, federal and local income tax liability, deferred income tax liability and other taxes, including, without limitation, income taxes, estimated taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes, property taxes and import duties, whether or not measured in whole or in part by net income, and whether or not assessed or disputed, that are payable or deferrable, by the Company for the fiscal year ending June 30, 2001, or as to which the Company may have any liability for taxable periods ending on or before such date, or any liability for the period ending on the Closing Date, and all deficiencies or other additions to tax, interest and penalties owed by the Company or as to which the Company may have liability in connection with any of the foregoing.

2.15 Compliance with Laws. The Company has not received written notice that it is in violation of any Federal, state or local law, ordinance or regulation or any other requirement which would materially affect the Company or the Company Business.

2.16 Contracts and Other Agreements. Schedule 2.16(i) lists, as of the date hereof, all of the contracts (other than contracts with clients of the Company Business) to which the Company is a party or to which it is bound, to the extent any of the same individually involve consideration having a value aggregating in excess of $5,000 per agreement, or impose an obligation upon the Company of more than $5,000 (the "Non-Client Contracts"). The Non-Client Contracts are in full force and effect and have not been amended or modified, except to the extent disclosed in Schedule 2.16(i). The Company has not received written notice that the Company is in default of any of the material terms and conditions of the Non-Client Contracts. Schedule 2.16(ii) lists, as of the date

hereof, all of the contracts with the Company's clients (the "Client Contracts"). The Client Contracts are in full force and effect and have not been amended or modified, except to the extent disclosed in Schedule 2.16(ii), and, to Sellers' Knowledge, no party is in material breach thereof. Notwithstanding the foregoing, the Texas Medical Association has advised the Company that it intends to cease doing business with the Company at any time in the next six (6) months. Except to the extent as aforesaid, the Company has not received written notice that any of the Non-Client Contracts (or written or oral notice with respect to the Client Contracts (such oral notice being to the Sellers' Knowledge)) are invalid or unenforceable or that the Company is in default of any of the material terms thereof. True and complete copies of all documents referred to in Schedules 2.16(i) and (ii) have been delivered to Purchaser.

2.17 Employee Benefits. The Company maintains no employee benefit plans other than a 401(k) plan and certain health benefit plans as set forth in Schedule 2.17 hereof. To Sellers' Knowledge, all of the Company's benefit plans have been administered substantially in accordance with their terms and applicable law.

2.18 Insurance. Schedule 2.18 sets forth a list of all policies or binders of insurance (other than the health benefit insurances listed in Schedule 2.17 above) held by the Company.

2.19 Actions and Proceedings. There are no actions, proceedings or suits which are pending against the Company or against Sellers relating to the Company, nor have Sellers or the Company received any written notice that any claims or investigations are pending or threatened against the Company.

2.20 Bank Accounts. Schedule 2.20 lists the Company's bank accounts and the institution(s) where such accounts are kept.

2.21 Labor Matters.

(a) The Company has received no written notice from any governmental authority that it is not in material compliance with all applicable laws, whether federal, state or local, respecting employment and employment practices, terms and conditions of employment, wages and hours, and nondiscrimination in employment, or that it is engaged in any unfair labor practice.

(b) The Company is not a party to any written employment, compensation, consulting, severance pay or similar agreements with respect to its employees, all of whom are listed on Schedule 2.21(i) other than the agreements listed on Schedule 2.21(ii). The Company does not currently have any workers' compensation claims or liabilities.

(c) The Company has no union contracts and there is no pending petition for a union election.

2.22 Absence of Certain Events. Since the date of the most recent financial statements, there has not been:

(a) any dividends declared or paid or other distributions of any kind to the Company's shareholders declared or made, or any direct or indirect redemption, purchase, retirement or other acquisition of any of the Stock;

(b) any material adverse change in the financial condition, properties, business or operations of the Company or any event or circumstance which is, or with reasonable certainty may result, in the aggregate, in a material adverse effect on the Company;

(c) any indebtedness, liability or obligation incurred by the Company or any transaction entered into by the Company, other than in the ordinary course of business, or any guarantee by the Company of any indebtedness, liability or obligation of any other person;

(d) any sale, transfer or other disposition of any asset of the Company except in the ordinary course of business; and

(e) any material change in, or any contract to materially change, the compensation or other direct or indirect remuneration payable to any officer, employee or agent of the Company or any bonus, incentive or deferred compensation, profit sharing, retirement, pension, group insurance, death benefit or other fringe benefit plan, or any employment or consulting agreement, granted, entered into or materially amended or altered.

2.23 Disclaimer of other Representations and Warranties. Except as expressly set forth in this Article Two, Sellers make no representation or warranty, express or implied, at law or in equity, in respect of the Company, Company Business or its assets, including, without limitation, regarding future income or future financial prospects of the Business, or the continuation with the Company of any of its employees. As used herein, "Sellers' Knowledge" means to those facts and circumstances actually known to any of the Sellers, without special inquiry.

Purchaser hereby acknowledges that it has had an opportunity to investigate the Company, its assets and the Company Business, subject to the accuracy of information provided by Sellers, and Purchaser is charged with knowledge of information furnished by Sellers in writing, including, without limitation, any and all documents delivered by Sellers to Purchaser. Sellers shall not be liable with respect to, nor be deemed to have breached, any representation made in this Agreement to the extent such breach is ascertainable through such furnished information or documentation, or ascertainable through any other information and documentation obtained by Purchaser as a part of its due diligence in connection with this transaction. Furthermore, Sellers' liability with respect to

a breach of any of the representations or warranties herein is limited by the provisions of Section 6.4 hereof.

ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Sellers that:

3.1 Authority. This Agreement has been duly executed and delivered by Purchaser and Purchaser has the right, power, authority and legal capacity to enter into and perform under this Agreement and to consummate the transactions contemplated hereby.

3.2 No Consent. No consent of any other party, governmental authority, bureau or agency is required in connection with the execution, delivery, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.

3.3 No Breach. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, conflict with or result in the breach or termination of any contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument or obligation to which Purchaser is a party or by which Purchaser may be bound.

ARTICLE FOUR
DELIVERIES AT CLOSING

4.1 Deliveries at Closing. Upon the Closing Date:

(a) Certificates representing the Shares from 100% of the shareholders of the Company, duly endorsed to Purchaser in blank or with duly executed stock powers attached, in proper form for transfer, shall be delivered to Purchaser by Sellers along with the Company's books and records, minute book and stock certificate book and ledger;

(b) Purchaser shall pay the Purchase Price in accordance with Section 1.3 hereof;

(c) Purchaser and Sellers shall deliver to each other such resolutions, certificates and authorizations, as may be reasonably required by Sellers' attorneys or Purchaser's attorneys to authorize and effectuate this transaction; and

(d) A current certificate of good standing issued by the New York Secretary of State.

ARTICLE FIVE
BROKER'S FEES

Sellers acknowledge that Sellers have dealt with Corporate Finance Associates in connection with the transactions contemplated under this Agreement and Sellers represent and warrant to Purchaser that Sellers are solely responsible for any claim that Corporate Finance Associates may make for fees, commissions, compensation or other payments or remuneration. Except as aforesaid: (i) Each of Sellers and Purchaser represents and warrants to the other that no broker or finder was engaged by, or has acted on behalf of Sellers, the Company or Purchaser in connection with this Agreement or the transactions contemplated hereby; and (ii) Sellers and Purchaser each agrees to indemnify and hold the other harmless from and against any claim by any broker or finder, engaged by the indemnifying party, claiming any fee, commission, compensation or other payment or remuneration resulting from or arising out of the negotiation or execution of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE SIX
SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION; LIMITATION.

6.1 Representations Contained in Agreement. The representations and warranties contained in Sections 2.1 and 2.2 shall survive the Closing for the statute of limitations applicable thereto; the representations and warranties contained in Section 2.13 (but only as to the items marked by asterisk therein) shall survive the Closing for a period of one (1) year. All other representations and warranties made herein by either party shall survive the Closing for a period of three (3) months.

6.2 Indemnification by Parties.

(a) For claims asserted during the applicable time period set forth in Section 6.1 above, Sellers agree to indemnify in respect of, and hold Purchaser harmless from and against, any and all damages, claims, deficiencies, losses, and all expenses including interest, penalties, reasonable attorneys' fees and disbursements (collectively, "Damages") based upon, resulting from or otherwise in respect of any misrepresentation, breach of warranty, or breach, default or nonfulfillment or failure to perform any covenant or agreement on the part of Sellers under this Agreement.

(b) For claims asserted during the time periods set forth in Section 6.1, Purchaser agrees to indemnify in respect of, and hold Sellers harmless against, any and all Damages based upon, resulting from or otherwise in respect of any misrepresentation, breach of warranty, or breach, default or nonfulfillment or failure to perform any covenant or agreement on the part of Purchaser under this Agreement.

6.3 Notice and Opportunity to Defend. The party or parties claiming indemnification hereunder (the "Indemnified Party") shall give the other party (the "Indemnifying Party") written notice of any claim, event, misrepresentation, breach or occurrence giving rise to such claim for indemnification within thirty (30) business days of its discovery of any such claim, event, misrepresentation, breach or occurrence (or, in the event the Indemnified Party shall be served with process, such party shall deliver a copy thereof to the Indemnifying Party within fifteen (15) business days of receipt thereof by the Indemnified Party). Failure to give such notice or deliver such copy within the aforesaid applicable time period shall not release the Indemnifying Party from any liability therefor under the provisions of this Agreement, except to the extent the Indemnifying party is damaged by such failure. The Indemnifying Party shall have the right at its sole cost and expense to:

(a) cure the claim, event, misrepresentation, breach, or occurrence giving rise to the right of indemnification within sixty (60) days following receipt of such notice; provided, however, that if such cure is commenced within such sixty (60) day period and is pursued diligently and in good faith to completion, such period shall be extended for a reasonably sufficient period of time to enable such cure to be completed, or

(b) defend any third party claim, other than a claim by or through any taxing authority, alleged to give rise to the right of indemnification with counsel satisfactory to the Indemnified Party, and the Indemnifying Party shall be liable to the extent of all Damages. In computing the amount for which any party is liable under this Agreement, there shall be deducted an amount equal to any tax savings or benefits, insurance recoveries, benefits or off-sets to which the Indemnified Party shall be entitled directly as a result of the Damages.

(c) If the Company or Purchaser receives notice of an examination of any tax return filed by the Company for any year (or part thereof) commencing before, or transaction occurring on or before the Closing Date, Purchaser shall give, or cause the Company to give, prompt written notice thereof to Sellers and Sellers' counsel as provided in paragraph 8.2. If not less than five (5) days prior to the expiration of the time available to the Company for contesting such proposed adjustment by appropriate administrative proceedings (including available extensions of time), Sellers deliver to the Company a written request that the Company contest such proposed adjustment (a "Contest Request"), the Company shall take the action set forth below. The Company shall pursue any and all reasonable administrative appeals, proceedings, hearings or conferences with the relevant taxing authorities with respect to such matters, all as may be approved by Sellers (which approval shall not be unreasonably withheld or delayed). If necessary, the Company shall contest such adjustment in a court of competent jurisdiction mutually acceptable to the Company and the Sellers, and shall, upon prompt and timely written request of Sellers, appeal any adverse determination to a court or courts mutually acceptable as aforesaid, if such request is accompanied by a written opinion of independent tax counsel for Sellers that the Company has a reasonable likelihood of success with respect to such appeal. In accordance with the requirement for approval by Seller of actions to be taken by the Company, the Company shall consult in good faith with Sellers in contesting such proposed adjustment and consider in good faith requests from Sellers concerning the contest of such proposed adjustment, including the advisability of pursuing administrative remedies, the appropriate forum for any judicial proceeding and the legal basis for contesting the claim. The Company may decline to take any action referred to in this paragraph 6.3(c) if it notifies Sellers in writing that Sellers is relieved of Sellers' obligation to indemnify the

Company with respect to such proposed adjustment and with respect to income, gains, losses, deductions or credits that the Company is disallowed, or precluded from claiming on its returns, by reason of its failure to contest such proposed adjustment. Sellers shall not be obligated to reimburse the Company with respect to any costs or expenses incurred in any proceeding in which the Company declines to contest a proposed adjustment.

6.4 Limitation. Notwithstanding any other provision herein to the contrary, no claims may be directly or indirectly asserted against any one or more of the Sellers by Purchaser and/or the Company on the basis of breaches of representations and warranties or breach of non-fulfillment of any other covenant or obligation of Sellers hereunder unless and until the aggregate amount of all of the Damages therefrom shall exceed $100,000 (the "Threshold Amount"), at which Purchaser may seek indemnification for such excess amount. Furthermore, in no event shall any of the Sellers be directly or indirectly liable to Purchaser for Damages in excess of an amount equal to such Seller's pro rata share of the Purchase Price, calculated based upon such Seller's respective ownership interest in the Company prior to the Closing.

ARTICLE SEVEN
POST-CLOSING OBLIGATIONS

7.1 Noncompetition. For a period of five (5) years following the Closing Date, Morrill and Callier shall not, directly or indirectly, as individuals, partners, stockholders, directors, officers, principals, agents or employees, consultant or broker: (a) engage in the current Company Business, or
(b) solicit any person or entity with which the Company has previously engaged in Company Business or solicited for Company Business in the last eighteen (18) months, provided, however, that such non-solicitation shall only apply with respect to the offering of services which are

competitive with the type of services offered by the Company as of the date hereof. The parties agree that a breach of this Section 7.1 will cause irreparable injury to Purchaser and the Company, that monetary damages would not provide an adequate remedy for such breach and that therefore Purchaser may elect to have this Section specifically enforced by any court having equity jurisdiction through injunctive relief. Liability for a breach under this
Section 7.1 shall be limited to the breaching individual and the Sellers shall not have joint liability therefor.

7.2 Consents. To the extent that a change in control of the Company triggers a consent requirement of or notice requirement to any third party with respect to any of the Tangible Property Leases, Space Leases, or Contracts, Purchaser agrees that Sellers' sole obligation with respect thereto shall be to promptly cooperate with the Company to obtain such consents or give such notice, as the case may be. Purchaser expressly agrees that Sellers shall not be required to commence any action or suit, or expend any monies in performing under this Section 7.2, and in the event that a required third party consent is not obtained, and such change in control is deemed a breach of such agreement by the respective third party, Purchaser shall assume all liability for such breach and shall indemnify and hold Sellers harmless for any and all such liability pursuant to Section 6.2 above. This Article 7 shall survive Closing.

7.3 Obligations of the Company. Purchaser covenants and agrees that following the Closing, Purchaser will, as shareholder of the Company, vote to cause the Company to not breach any material terms or conditions of the Contracts and to not fail to timely pay any bona fide accounts payable or accrued expenses of the Company, and indemnify Sellers from and against any claims and Damages which may be incurred by Sellers arising from a breach of the foregoing obligation, provided, however, that Purchaser shall not be required to indemnify Sellers with respect to any third

party claim which is made possible by or based upon the interim dissolution of the Company prior to its reinstatement to good standing. The foregoing is not intended to imply any personal liability of Sellers or Purchaser for the obligations of the Company but instead to protect Sellers in any event from any claims which may be made against Sellers relating to the Contracts. The foregoing is also not intended to create, nor shall it create, any rights of any person or entity other than the parties hereto and grants no third beneficiary rights upon any person or entity.

ARTICLE EIGHT
MISCELLANEOUS

8.1 Costs and Expenses. Sellers and Purchaser shall each bear their own expenses incurred in connection with the negotiation, preparation, execution and closing of this Agreement and the transactions contemplated hereby.

8.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if sent certified mail, return receipt requested, or by United States Postal Service Overnight Mail, or by FedEx, to the parties at their respective addresses first written above (or at such other address for a party as shall be specified by like notice) with simultaneous copies given in the same manner to the respective attorneys for the parties, if any, as set forth below. Notices shall be deemed given three (3) business days after the same (including the required copy thereof) are mailed by certified mail, return receipt requested, and on the next business day if the same are sent overnight as aforesaid.

If notice is given to Thomas Morrill of James Callier, a copy shall be sent to:

Stern, Levy & Pellegrino, LLP
(Attorneys for Thomas Morrill and James Callier)

950 Third Avenue, 17th Floor
New York, New York 10022

Attention: Irwin Levy, Esq.

If notice is given to Purchaser, a copy shall be sent to:

Daniel F. Kaplan
Perry, Guthery, Haase & Gessford, P.C., L.L.O.

233 South 13th Street, Suite 1400
Lincoln, Nebraska 68508

8.3 Assignment and Amendment. This Agreement shall not be assignable by any party and shall not be altered or otherwise amended except pursuant to a writing executed by all of the parties hereto.

8.4 Severability. If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

8.5 Publicity. No notices to third parties or other publicity, including press releases, concerning any of the transactions provided for herein shall be made by any party hereto unless planned, coordinated and agreed to by the parties hereto, except to the extent otherwise required by law.

8.6 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, and dispute with

respect hereto shall be litigated in the Court of the State and County of New York, and the parties consent to the personal jurisdiction thereof, and to the laying of venue therein.

8.8 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise

8.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by all of the parties hereto. Facsimile signatures hereto shall be deemed original signatures for all purposes.

8.10 Entire Agreement. This Agreement and the Exhibits and Schedules identified herein set forth the entire understanding and agreement between the parties and supersede and replace any prior understanding, agreement or statement (written or oral) of intent. No provision of this Agreement shall be construed to confer any rights or remedies on any person other than Sellers and Purchaser. Without limiting the foregoing, Purchaser acknowledges and agrees that the execution and delivery of any employment agreement which Purchaser may desire to enter into with any of the employees of the Company, including any of the Sellers, are not a condition of this Agreement, and neither the Company nor the Sellers shall have any liability with respect thereto or with respect to the breach thereof by any such employee, if and to the extent the same are ultimately executed.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.

Sellers:          /s/ Thomas Morrill
                  -----------------------------------
                  Thomas Morrill

                  /s/ James Callier by Thomas Morrill
                      as attorney - in - fact
                  -----------------------------------
                  James Callier by Thomas Morrill
                  as attorney - in - fact

                  /s/ Michael Cruskie
                  -----------------------------------
                  Michael Cruskie

                  /s/ Dominic Rotondi
                  -----------------------------------
                  Dominic Rotondi

Purchaser:        Nelnet, Inc.

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

Exhibit 2.15

SENIOR STOCK PURCHASE (CALL) OPTION AGREEMENT

By and Between

NELNET, INC.

and

MAINE EDUCATIONAL LOAN MARKETING CORPORATION

Dated June 30, 2000

NEITHER THIS SECURITY NOR ANY OF THE SENIOR STOCK TO WHICH IT RELATES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE "BLUE SKY" OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE "BLUE SKY" OR SECURITIES LAWS OR UNLESS THE TRANSACTION IS EXEMPT FROM SUCH REGISTRATION UNDER APPLICABLE LAW. MOREOVER, NONE OF THE SENIOR STOCK TO WHICH THIS SECURITY RELATES MAY BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IF THE SALE, PLEDGE OR TRANSFER (INCLUDING SUBDIVISION) WOULD RESULT IN THE LOSS OF ANY APPLICABLE EXEMPTION FROM THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.

SENIOR STOCK PURCHASE (CALL) OPTION AGREEMENT

This Senior Stock Purchase (Call) Option Agreement (the "Agreement") is made and entered into as of the 30th day of June, 2000, by and between Maine Educational Loan Marketing Corporation, a Maine non-profit corporation (the "Foundation") and NELnet, Inc., a Nevada corporation ("NELnet").

WHEREAS, the Foundation is a non-profit corporation and previously was the designated secondary market in the State of Maine engaged in a program of acquiring interests in Student Loans (as defined herein) in accordance with the Higher Education Act (as defined herein), which are financed by Qualified Scholarship Funding Bonds (as described herein);

WHEREAS, the Foundation has heretofore elected to terminate its prior status as a qualified scholarship funding corporation and has effected a Conversion (as defined herein) of its Student Loan financing business pursuant to Section 150(d)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), by means of a transfer of certain assets and liabilities to its wholly owned subsidiary MELMAC, Inc., a Nevada for-profit corporation ("NEWCO"), and further transfers to MELMAC LLC, a Delaware limited liability company ("LLC") as described more particularly in the Agreement and Plan of Conversion, dated as of June 22, 2000, by and between the Foundation, NEWCO and LLC (the "Conversion Agreement"), in order to further advance the interests of education in the State of Maine;

WHEREAS, NELnet desires to acquire an option to purchase all of the issued and outstanding Senior Stock of NEWCO and the Foundation is willing to sell such an option to NELnet.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, promises and agreements contained herein, the parties hereto agree as follows:

I.

DEFINITIONS AND USE OF PHRASES

As used in this Agreement, the following capitalized terms, unless the context used clearly indicates another or different meaning or intent, shall have the following meanings. Certain other capitalized terms, if not defined herein, shall have the meanings given to such terms in the Articles of Incorporation of NEWCO as filed for record as of June 30, 2000, and attached hereto as Exhibit "A."

"Authorized Signatory" shall mean any duly authorized officer of the party in question, if it is a corporation, or general partner of the party in question, if it is a partnership.

"Bona Fide Third Party Offer" shall mean an unsolicited offer received prior to the termination of this Agreement to purchase the Senior Stock for cash for a price in excess of the greater of $30 million or the then fair market value of the Senior Stock for purposes of Section 150(d)(3) of the Code from a third party unrelated to the Foundation, which party the

Foundation determines has the financial resources to purchase the Senior Stock, and which offer the Foundation reasonably determines is a better offer than the terms of this Agreement, giving effect to all terms of this Agreement, including without limitation Section 7.7 hereof and the interest of promoting education in the State of Maine.

"Business Day" shall mean any day on which banks located in New York, New York, Portland, Maine, or Lincoln, Nebraska are not authorized or required to close.

"Closing" shall mean the events that are to take place on the Exercise Date, including payment of the Exercise Price and delivery of the Senior Stock and the certificates, opinions and other items specified in this Agreement.

"Conversion" shall mean the termination by the Foundation of its prior status as a qualified scholarship funding corporation under Section 150(d)(2) of the Code and consummation of the transactions described in Section 150(d)(3) of the Code as further set forth in the Conversion Agreement.

"Conversion Agreement" shall mean the Agreement and Plan of Conversion dated as of June 22, 2000, by and among the Foundation NEWCO and LLC.

"Conversion Date" shall mean the date on which the Conversion took place.

"Deposit" shall mean the deposit in the amount of $1 million paid by NELnet to the Foundation as of the date of this Agreement pursuant to the terms of the Senior Stock Sale (Put) Option Agreement.

"Election" shall mean the Foundation's duly authorized election under
Section 150(d)(3) of the Code to effect the Conversion.

"Exercise Date" shall mean the date identified in the Exercise Notice as the date on which NELnet is to purchase from the Foundation the Senior Stock that is authorized hereunder to be the Exercise Date.

"Exercise Notice" shall mean written notice from NELnet to the Foundation signed by any Authorized Signatory stating that NELnet elects to exercise the Option and therefore to require that the Foundation sell to NELnet all of the Senior Stock, subject to and upon the terms and conditions of the Option, on a permitted Exercise Date specified in the notice.

"Exercise Price" shall mean, for all of the Senior Stock, $30 million, or such greater amount as shall be agreed to by MELMAC and NELnet as set forth in Section 6.1(i) hereof, plus all undistributed earnings, if any, which constitute Legally Available Funds.

"FFELP Loans" shall mean loans guaranteed and or subsidized under and pursuant to the Federal Family Education Loan Program authorized by the Higher Education Act.

"Financial Statements" shall mean the audited financial statements of the Foundation for the year ended December 31, 1999, the most recent unaudited financial statements of the Foundation available prior to the Conversion Date, and an accurate and complete pro forma unaudited balance sheet of NEWCO as of the Conversion Date, all prepared in accordance with generally accepted accounting principles.

"Higher Education Act" shall mean the Higher Education Act of 1965, as amended or supplemented from time to time, or any successor federal act and all regulations, public directives, public bulletins and public guidelines promulgated from time to time thereunder.

"Limited Recourse Promissory Note" shall mean the Limited Recourse Promissory Note dated June 30, 2000, in the principal amount of $3,318,914.39 from the Foundation to MES-Maine Education Services.

"Option" shall mean the right which NELnet acquires under this Agreement to require that the Foundation sell to NELnet all of the Senior Stock, subject to and in accordance with the terms and conditions of this Agreement.

"Option Price" shall mean, collectively, the following consideration:
(a) a cash payment in the amount of $10,000, and (b) NELnet entering into the Senior Stock Sale (Put) Option Agreement.

"Person" shall mean any corporation, limited liability company, natural person, firm, joint venture, partnership, trust, unincorporated organization, enterprise, government or any department or agency of any government.

"Senior Stock" shall mean all of the issued and outstanding Senior Stock of NEWCO as described in the Articles of Incorporation of NEWCO and which satisfies the criteria for such stock as set forth in Section 150(d)(3)(D) of the Code.

"Senior Stock Sale (Put) Option Agreement" shall mean the agreement of that name in the form attached hereto as Exhibit B.

II.

GRANT OF THE OPTION

2.1 Grant. In return for payment of the Option Price, the Foundation hereby conveys and grants the Option to NELnet.

2.2 Option Price. NELnet hereby remits to the Foundation, and the Foundation hereby acknowledges receipt of, the Option Price.

III.

THE OPTION

3.1 Rights and Privileges. NELnet, as holder of the Option, is hereby granted the right and privilege, subject to and in accordance with the terms and conditions of this Agreement, to require that the Foundation sell all of the Senior Stock that is owned by the Foundation to NELnet on the Exercise Date at a purchase price equal to the Exercise Price.

3.2 Exercise Date. The Exercise Date may be any Business Day from and including the 271st day (or the next Business Day if not a Business Day) to and including the 330th day (or the next Business Day if not a Business Day) following the Conversion Date that is identified in an Exercise Notice properly completed and delivered to the Foundation in accordance with this Agreement.

3.3 Exercise of the Option. In order to exercise the Option, NELnet must deliver to the Foundation not less than two (2) Business Days and not more than thirty (30) days before the designated Exercise Date (but in no event earlier than the 241st day following the Conversion Date) an Exercise Notice fully completed and executed by NELnet.

3.4 Payment of Exercise Price. On the Exercise Date NELnet shall pay to the Foundation the Exercise Price, less the amount of the Deposit, in immediately available funds by wire transfer to the account and bank of which the Foundation shall give NELnet at least one (1) day's prior written notice.

The Foundation shall cause the Senior Stock Redemption Price to be determined in a manner that is substantially in accordance with the Articles of Incorporation of NEWCO. The expenses arising from such determination shall be paid by the Foundation. For this purpose the Foundation and NEWCO shall be the parties charged with the duty to attempt to reach agreement if the evaluations of Senior Stock Fair Market Value differ and to make other determinations with respect to NEWCO. During the time that the parties are attempting to determine the Senior Stock Redemption Price, the Exercise Date shall be delayed and, if it is delayed beyond the latest date specified in Section 3.2 hereof, it shall nevertheless be an authorized Exercise Date hereunder. If so delayed, the Exercise Date shall be the third Business Day following the day of which the Senior Stock Redemption Price is determined aforesaid.

3.5 Delivery of Senior Stock. On the Exercise Date, and upon receipt of the Exercise Price as aforesaid, or evidence satisfactory to the Foundation that the Exercise Price has been paid as required hereunder, the Foundation shall deliver to or upon the order of NELnet one or more stock certificates representing all of the issued and outstanding Senior Stock of NEWCO together with one stock power for each such stock certificate, in each case signed by an Authorized Signatory of the Foundation and listing NELnet as the transferee. Said delivery shall take place on the Exercise Date as part of the Closing at the offices of Kutak Rock LLP in Denver, Colorado, or such other place as the parties shall mutually agree.

IV.

REPRESENTATIONS AND WARRANTIES

4.1 The Foundation's Representations and Warranties. The Foundation hereby represents and warrants, on and as of the date hereof and on and as of the Exercise Date, as follows:

(a) Ownership of Senior Stock. The Foundation is the lawful record and beneficial owner of all issued and outstanding Senior Stock, free and clear of all liens, claims, security interests, pledges, encumbrances and restrictions of every kind or nature whatsoever. NEWCO has no outstanding equity securities of any class or series other than the Senior Stock, and NEWCO will issue no additional capital stock or equity interest. Other than this Agreement and the Senior Stock Sale (Put) Option Agreement, there are no authorized or outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatsoever, under which NEWCO or the Foundation are or may become obligated to issue, assign or transfer any shares of the capital stock of NEWCO. Upon the delivery to NELnet at the Closing of the certificates representing the Senior Stock, NELnet will be the lawful owner of 100% of the Senior Stock of NEWCO, free and clear of all liens, claims, security interests, pledges, encumbrances or restrictions of any kind or nature whatsoever (other than liens, claims, security interests, pledges, encumbrances or restrictions of any kind or nature whatsoever created by NELnet). NEWCO is the owner of 100% of the stock and equity interest in MELMAC Enterprises, Inc. ("Enterprises"), and NEWCO and Enterprises are the sole members of LLC, with NEWCO holding a 99% interest and Enterprises a 1% interest in the LLC.

(b) Power and Authority; No Conflict or Consent. The Foundation has the necessary power and authority to enter into this Agreement and to perform the obligations to be performed by the Foundation hereunder, and this Agreement is valid and binding upon the Foundation and enforceable in accordance with its terms, subject to all applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a proceeding in equity or in law. The execution and delivery of this Agreement by the Foundation do not, and the consummation of the transactions contemplated hereby and the performance by the Foundation of the terms of this Agreement will not, (i) violate provisions of the Foundation's Articles of Incorporation or Bylaws, any material indenture, loan agreement, contract or other instrument to which the Foundation is a party or by which it is bound or any order, writ, injunction, any agreement, instrument, order, judgment or decree to which the Foundation is bound or (ii) require the consent of any lender or other third party not obtained.

(c) Good Standing of NEWCO, Enterprises and LLC. (i) NEWCO is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all material licenses and qualifications necessary for it to conduct its

business as it is now being conducted; (ii) Enterprises is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all material licenses and qualifications necessary for it to conduct its business as it is now being conducted; and (iii) LLC is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has all material licenses and qualifications necessary for it to conduct its business as it is now being conducted.

(d) Organizational Documents of NEWCO, Enterprises and LLC. True and complete copies of NEWCO's and Enterprises' Articles of Incorporation and Bylaws, and any amendments thereto, and true and complete copies of LLC's Limited Liability Company Agreement, and any amendments thereto, presently in effect, have been delivered to NELnet.

(e) Capitalization of NEWCO. NEWCO's authorized capital stock consists of one hundred (100) shares of Common Stock, $0.01 par value per share, of which zero (0) shares are issued and outstanding, and one hundred (100) shares of Senior Stock, $0.01 par value per share, of which one (1) share is issued and outstanding and owned by the Foundation. Such sole share of Senior Stock is duly authorized, validly issued, fully paid and nonassessable.

(f) No Liens. Except for liens or other encumbrances arising from the Indentures (as defined in the Conversion Agreement) governing the indebtedness assumed by LLC thereunder and subject to the fact that the Limited Recourse Promissory Note (assumed by NEWCO) is payable from Legally Available Funds derived from the Indentures as provided in the Limited Recourse Promissory Note, and subject to legal title to any FFELP Loans being held by eligible lender trustees, to the best of the Foundation's knowledge, each of NEWCO, Enterprises and LLC is the sole and unconditional owner of its assets and properties, free and clear of any mortgages, liens, pledges, privileges, security interests, charges or encumbrances of any kind or nature whatsoever.

(g) Leases. None of NEWCO, Enterprises or LLC is a party to any leases of real property or personal property.

(h) Material Contracts. True and correct copies of all contracts, agreements and commitments (other than leases) which are binding upon NEWCO, Enterprises and LLC and under which the liability of any such company is, or could be, in excess of $50,000 in the aggregate have been delivered or made available to NELnet. To the Foundation's knowledge, no person or entity has claimed that any of the documents referred to in this clause (h) are invalid or unenforceable, nor is there any existing default thereunder by any party thereto. Each of NEWCO, Enterprises and LLC, as applicable, shall continue to be entitled to the benefits as a party to all of the agreements referred to in this clause (h). The execution and performance of this Agreement and the consummation of the transactions contemplated hereby and related thereto will not result in a breach of, nor constitute a default under any of, or require consent of any person pursuant to, any of the agreements as set forth in this clause (h).

(i) Brokers and Finders. Neither the Foundation nor any of its respective officers, directors or employees, subsidiaries or affiliates has employed any broker or finder or incurred any material liability for any financial advisory fees, brokerage fees, commissions or finder's fees in connection with this Agreement that has not been or cannot be satisfied by the Foundation.

(j) No Subsidiaries. NEWCO has no subsidiaries except MELMAC Enterprises, Inc., a Nevada corporation ("Enterprise") and LLC.

(k) No Litigation. To the Foundation's knowledge, there are no actions, claims, proceedings, litigation or investigations pending or threatened against NEWCO, Enterprises and LLC with respect to its business, in law or equity, before any federal, state, municipal or other governmental court, tribunal, arbitration panel, department, commission, board, bureau, agency or instrumentality, domestic or foreign. To the Foundation's knowledge, none of NEWCO, Enterprises or LLC is (a) subject to any outstanding order of any foreign, federal, state or local agency of which NEWCO, Enterprises or LLC as applicable, has actual knowledge or (b) a party to any action, suit or proceeding in which any claim or demand is asserted with respect to its business or properties. To the Foundation's knowledge, none of NEWCO, Enterprises or LLC is in default with respect to any order, writ, injunction or decree of any court or federal, state or municipal or other governmental court, tribunal, arbitration panel, department, commission, board, bureau, agency or instrumentality, domestic or foreign.

(l) Compensation of Employees. NEWCO, Enterprises and LLC have no employees.

(m) Tax Returns. All material federal, state and local tax returns and tax reports required to be filed by NEWCO, Enterprises and LLC on or before the Closing Date have been or will be timely filed with the appropriate governmental agencies and taxing authorities in all jurisdictions in which such returns and reports are required to be filed, and all tax liabilities (including interest and penalties thereon) due from NEWCO, Enterprises or LLC have been fully paid by NEWCO, Enterprises or LLC, as applicable, or adequate provisions therefor shall have been made on the Financial Statements in accordance with GAAP for the payment of all taxes due and payable with respect to such tax returns.

(n) No Employee Benefit Plans. None of NEWCO, Enterprises or LLC has "employee benefit plans" as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that currently are maintained by, sponsored in whole or in part by, or contributed to by, or on behalf of, NEWCO, Enterprises or LLC, as applicable, for the benefit of its employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries.

(o) Insurance. A true and complete list of all insurance policy types presently in effect which insure the assets and the other properties or risks of NEWCO, Enterprises or LLC has been delivered to NELnet.

(p) Financial Statements. True and correct copies of the Financial Statements are attached hereto as Exhibit B, and the Financial Statements (i) present fairly, accurately and completely the financial position of the Foundation or NEWCO, Enterprises or LLC, as the case may be, as of the date indicated and the results of the operations of the Foundation or NEWCO, Enterprises or LLC, as the case may be, for the periods specified, and (ii) the Financial Statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects for the periods involved, except as otherwise stated in the notes thereto; and prior to the Closing the Foundation shall deliver or cause to be delivered to NELnet an accurate and complete unaudited balance sheet of NEWCO, Enterprises and LLC, prepared in accordance with generally accepted accounting principles consistently applied in all material respects as of the end of the month immediately prior to the Exercise Date.

(q) Conversion Agreement. The Foundation has delivered to NELnet a true and correct copy of a fully executed Conversion Agreement.

(r) Management and Servicing Agreement. The Foundation has delivered to NELnet a true and correct copy of each initial Approved Servicing Contract and Approved Management Contract.

(s) Debt Securities and Trust Estates. The Conversion Agreement sets forth the indebtedness assumed by NEWCO and LLC on June 30, 2000, which (except for amounts required to be reconciled pursuant to Section 5.01 of the Conversion Agreement) includes with respect to LLC, only the indebtedness outstanding under the Indentures as set forth in Exhibit B to the Conversion Agreement and with respect to NEWCO, the Limited Recourse Promissory Note.

(t) Higher Education Act. LLC has entered into trust arrangements with eligible lenders in accordance with the Higher Education Act under which title to all FFELP Loans pledged to secure the Qualified Scholarship Funding Bonds (as defined in the Conversion Agreement) or assumed by LLC is or will be held by such eligible lenders.

(u) Compliance With Laws. To the best of the Foundation's knowledge, each of NEWCO, Enterprises and LLC has complied in all material respects and is complying in all material respects with all federal, state, county and local laws, orders, ordinances, rules and regulations relating to its properties, business and operation and conduct thereof. To the best of the Foundation's knowledge, none of NEWCO, Enterprises or LLC has received notice of violation of any applicable regulation or order or other law, ordinance, regulation or requirement relating to the operation of its business or properties. The transactions contemplated by this Agreement will not result in breach of or constitute a default under any statute, law, ordinance, decree, order, rule or regulation or of any decree, order, rule of any

court, governmental authority or arbitrator which is binding on NEWCO, the Foundation, Enterprises or LLC or relating to the business or assets of NEWCO, Enterprises or LLC, except for such defaults that do not and are not reasonably likely to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operation of NEWCO, Enterprises and LLC.

(v) Absence of Certain Events. Since the Conversion Date there has not been (unless approved in writing by NELnet):

(i) any sale of assets or properties of NEWCO, Enterprises or LLC other than in the ordinary course of business;

(ii) any damage or destruction affecting the assets or properties of NEWCO, Enterprises or LLC in excess of $50,000.00 in the aggregate;

(iii) any capital expenditure or commitments or addition to equity of NEWCO, Enterprises and LLC in excess of $50,000.00 in the aggregate.

(iv) any declaration, setting aside or payment of any dividend or any distribution in respect of the capital stock of NEWCO, Enterprises or LLC or any redemption, purchase or other acquisition by the Foundation of such capital stock, or any payments to shareholders as such; or

(v) any material adverse change in the business of NEWCO, Enterprises or LLC.

(w) Compliance with Laws. The Foundation has complied in all material respects and is complying in all material respects with all federal, state, county and local laws, orders, ordinances, rules and regulations relating to its properties, business and operation and conduct thereof.

(x) Compliance with Section 150(d). The Foundation, in accomplishing the Conversion, shall have complied with all the requirements of Section 150(d) of the Code and any other applicable provisions of law or regulation in all respects and shall not have adversely affected the exemption of interest on its tax-exempt obligations from gross income for federal income tax purposes.

4.2 NELnet's Representations and Warranties to the Foundation. NELnet hereby represents and warrants to the Foundation, on and as of the date hereof as of the Exercise Date, as follows:

(a) Organization and Standing of NELnet. NELnet is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, its state of incorporation.

(b) Power and Authority; No Conflict or Consent. NELnet has the necessary corporate power and authority to enter into this Agreement and perform the obligations to be performed hereunder. This Agreement is valid and legally binding upon NELnet, enforceable in accordance with its terms, subject to all applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a proceeding in equity or in law. The execution and delivery of this Agreement and the performance by NELnet of the various terms and provisions hereof will not (1) violate the Articles of Incorporation or Bylaws of NELnet, any material indenture, loan agreement, contract or other instrument to which NELnet is a party or by which it is bound or any order, writ, injunction, judgment or decree to which NELnet is subject or by which NELnet is bound or (2) require the consent of any lender or other third party not obtained.

(c) Brokers and Finders. Neither NELnet nor any of its respective officers, directors or employees, subsidiaries or affiliates has employed any broker or finder or incurred any material liability for any financial advisory fees, brokerage fees, commissions or finder's fees in connection with this Agreement that has not been or will not be satisfied by NELnet.

(d) Investor Status.

(i) NELnet is not acquiring the Option, and will not exercise the Option, with a view to making a distribution of the Senior Stock, but is acquiring the Option, and if it elects to exercise the Option will acquire the Senior Stock, for purposes of investment.

(ii) NELnet understands that the Option and the Senior Stock have not been registered under the Securities Act, or the securities laws of any state; and that absent registration or exemption the Option and the Senior Stock may be transferred only in a transaction which does not require registration or qualification of the Option or the Senior Stock under, the which otherwise complies with, the Securities Act and all applicable state securities laws.

(iii) NELnet has such knowledge and experience in financial or business matters that it is capable of evaluating the merits of risk of an investment such as the Option and the Senior Stock. NELnet was not formed solely to acquire the Option or the Senior Stock and is not an investment company (or other entity) relying on Section 3(c)(1) of the Investment Company Act for an exemption from registration thereunder.

(iv) Neither NELnet nor anyone acting on its behalf has offered or sold or will offer or sell any of the Option or the Senior Stock by means of

any form of general solicitation or general advertising or have taken or will take any action that would constitute a distribution of the Option or any Senior Stock under the Securities Act, would render the disposition of the Option or any Senior Stock a violation of Section 5 of the Securities Act or any state or other securities law or would require registration or qualification pursuant thereto.

(v) NELnet understands and agrees that no transfer of any Senior Stock may be made to any transferee that does not qualify as a holder of any Senior Stock under and in conformity with Rule 3a-7.

(vi) NELnet has received and reviewed the Conversion Agreement, the documents and agreements identified in the Conversion Agreement and the Articles of Incorporation of NEWCO and Enterprises and the Limited Liability Company Agreement of LLC, and has received and reviewed all further information, if any, regarding the Option, the Senior Stock and the operations of NEWCO, Enterprises and LLC necessary to make an informed decision to invest in the Option and the Senior Stock, including information requested to verify other information received, and has received all the information that it has requested from the Foundation, NEWCO, Enterprises and LLC, and has been afforded a reasonable time to ask questions about the Option, the Senior Stock and the operations of NEWCO, Enterprises and LLC and the terms and conditions of the offering of the Option and the Senior Stock and has received complete and satisfactory answers to all such questions.

(vii) NELnet recognizes that upon original issuance thereof, and until such time as the same and the limitations therein described are no longer required under the applicable requirements of the Securities Act, and Investment Company Act and applicable state securities laws, the Option and the Senior Stock (and all securities issued in exchange therefor or substitution thereof) shall bear a legend substantially to the following effect:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE "BLUE SKY" OR SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE "BLUE SKY" OR SECURITIES LAWS OR UNLESS THE TRANSACTION IS EXEMPT FROM SUCH REGISTRATION UNDER APPLICABLE
LAW."

In addition, for such period of time the Senior Stock will also bear the following additional legend:

MOREOVER, THIS SECURITY MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IF THE SALE, PLEDGE OR TRANSFER (INCLUDING SUBDIVISION) WOULD RESULT IN THE LOSS TO THE ISSUER OF ANY APPLICABLE EXEMPTION FROM THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED."

V.

OTHER COVENANTS AND AGREEMENTS

5.1 Covenants by the Foundation. From and after the execution and delivery of this Agreement to and including the earlier of the Closing or the last day that could be the Exercise Date, but subject to the actions permitted by Section 5.4 hereof, and subject to the terms of the Senior Stock Sale (Put) Option Agreement the Foundation agrees and covenants that as Senior Stockholder it will not approve, and if called upon it will vote against, any of the following:

(a) Modification of the Articles of Incorporation of NEWCO or Enterprises or of the Limited Liability Company Agreement of LLC as in effect on the date of the execution and delivery of this Agreement without the prior consent of NELnet;

(b) Change in the capital structure of NEWCO, Enterprises or LLC from that which is in place on the date of the execution and delivery of this Agreement, except insofar as any change therein may result from normal operations under any of the Indentures governing the Debt Securities assumed by NEWCO as part of the Conversion pursuant to the Conversion Agreement without the prior consent of NELnet;

(c) Any action by NEWCO, Enterprises or LLC, as the case may be, by which such entity will not meet its duties and obligations under and pursuant to its Articles of Incorporation or the Operating Agreement of LLC, the Limited Liability Company Agreement, any material license under which such entity operates all or a portion of its business and each material agreement to which it is a party, if not meeting such duties and obligations could be materially adverse to NEWCO, Enterprises or LLC, as the case may be;

(d) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause any such entity to issue any additional equity securities and NEWCO will not issue, transfer or encumber any of the Senior Stock to any person other than NELnet or grant any options in respect of the Senior Stock to any person other than NELnet;

(e) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause NEWCO to, without the prior written consent of NELnet, issue or assume any indebtedness or Debt Securities (other than the Transferred Securities assumed by LLC) or enter commitments to issue any indebtedness or other Debt Securities, pledge or encumber any assets of NEWCO, Enterprises or LLC (except as collateral for the Transferred Securities and except to the extent the Limited Recourse Promissory Note is payable from Legally Available Funds derived from the Indenture) or amend the trust indentures under which any outstanding Debt Securities of LLC were issued and are governed;

(f) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause any such entity to conduct its business other than in the ordinary course;

(g) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause any such entity to grant any general increase in the compensation of its employees (including, without limitation, any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any employee;

(h) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause any such entity to enter into any material or unusual contracts without the prior written consent of NELnet;

(i) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause any such entity to enter into any contract, agreement or arrangement with any company or person, or amend any existing contract or agreement, other than contracts and agreements entered into (a) in the ordinary course of business for the normal sale of services or (b) for the normal purchase of goods, merchandise, materials, services and supplies not exceeding the aggregate of $10,000 and not extending for more than three (3) months;

(j) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause any such entity to fail to use its best efforts to preserve its business organization intact, to retain the services of its employees, and to conduct business with suppliers, customers and other having business relationships with any such entity;

(k) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause any such entity to do any act or omit to do any act, or permit any act or omission to act which will cause a breach of any of the agreements or contracts to which any such entity is a party;

(l) Any action by NEWCO, Enterprises or LLC, as the case may be, that will cause any such entity to sell, lease or otherwise dispose of any of its material properties or assets, or mortgage or otherwise encumber or subject to any lien any of its material properties or assets, other than in the ordinary course of business; and

(m) Any action by NEWCO that will cause NEWCO to take any action pursuant to Article V, Section 5.04 of the Articles of Incorporation of NEWCO.

5.2 No Solicitation of Other Proposals for Sale of Senior Stock. During the term of this Agreement and without the written consent of NELnet, the Foundation shall not, and shall not authorize or permit any officer, director, employee, agent, partner, representative or advisor of the Foundation or NEWCO to, directly or indirectly, solicit, initiate or encourage any proposals for the purchase of the Senior Stock; provided, however, that this Section 5.2 shall not affect the Foundation's right to respond to a Bona Fide Third Party Offer in accordance with Section 5.4 hereof.

5.3 Deposit. If NELnet exercises the Option, the entire amount of the Deposit shall be credited against the Exercise Price. If NELnet does not exercise the Option, the amount of the Deposit shall be returned to NELnet immediately after the last date which could be an Exercise Date. If NELnet exercises the Option but defaults on payment of the Exercise Price, then the Senior Stock shall not be transferred to NELnet and all of the remaining amount of the Deposit shall be retained by the Foundation as liquidated damages, and this Agreement shall terminate without further liability upon either party. If NELnet exercises the Option but the conditions precedent to NELnet's purchase of the Senior Stock contained in Section 6.1 hereof are not satisfied, the Deposit shall be immediately returned to NELnet.

5.4 Right of First Refusal. If between the date of this Agreement and the exercise by NELnet of its Option hereunder, the Foundation shall have received a Bona Fide Third Party Offer to purchase the Senior Stock, then NELnet shall have a right of first refusal to purchase the Senior Stock on or before the proposed purchase date at the price contained in the Bona Fide Third Party Offer and on the same terms and conditions, subject to the following:

(a) the Foundation shall give NELnet written notice of the terms of such Bona Fide Third Party Offer within 5 business days of receiving the same;

(b) if NELnet intends to match such offer, NELnet shall give the Foundation written notice thereof within ten business days of the date of such notice from the Foundation; and

(c) NELnet and the Foundation shall enter into an amendment of this Agreement to reflect such revised Exercise Price within ten business days of the date of such notice from the Foundation (and the Deposit shall continue to constitute a credit against the Exercise Price as provided in Section 5.3 hereof) and NELnet shall receive an additional one million dollar ($1,000,000.00) credit against the Exercise Price.

If NELnet fails to exercise said right of first refusal in accordance with this Section, then the Foundation may sell the Senior Stock to such party making a Bona Fide Third Party Offer, in which case upon such sale (i) the Foundation shall return the original amount of the Deposit to NELnet, and (ii) the Foundation shall pay to NELnet an amount equal to one million dollars ($1,000,000.00) as liquidated damages. After receipt of a Bona Fide Third Party Offer and upon satisfaction of (i) and (ii) above, this Agreement shall terminate without further liability upon either party. During the term of this Agreement, the Foundation shall not consider any offer for the Senior Stock or any merger or other consolidation with respect to NEWCO unless such offer is a Bona Fide Third Party Offer.

5.5 Noncompete Covenant. Neither the Foundation nor any entity or corporation affiliated therewith or controlled or managed thereby, shall engage, directly or indirectly, in any of the following activities for a period of nine years following the date of this Agreement: (i) acquisition, solicitation or origination of title or beneficial ownership interest in Student Loans; (ii) consulting,

advising or assisting other persons or entities in activities described in clause (i) above; and/or (iii) financing or funding for its own Student Loan program or operations or providing financing or funding for Student Loans for other persons or entities.

VI.

CONDITIONS PRECEDENT

6.1 Conditions to the Obligation of NELnet. If NELnet exercises the Option in accordance with this Agreement, the obligation of NELnet to purchase the Senior Stock and pay the Exercise Price shall be subject to the satisfaction or waiver or the following conditions:

(a) Representations of Warranties. The representations and warranties of the Foundation set forth in Article IV hereof shall be true and correct in all material respects on the date of Closing as if made on and as of such date, and NELnet shall have received a certificate to such effect, executed by the Foundation and dated as of the date of Closing; provided, however, that if NELnet shall have actual knowledge that any of the Foundation's representations which are conditioned as to the "knowledge" or as to the "best knowledge" of the Foundation are not true or correct ("NELnet Actual Knowledge of Inaccuracy"), then this condition precedent shall not be deemed to have been satisfied if NELnet shall have notified the Foundation thereof at least five Business Days before the Exercise Date and the Foundation shall not have satisfied NELnet of the actual truth or accuracy thereof (provided, however, that NELnet reserves the right to inform the Foundation of any NELnet Actual Knowledge of Inaccuracy of which NELnet becomes aware between the fifth Business Day before the Exercise Date and the Exercise Date (and shall do so as soon as possible), in which case this condition precedent shall not be deemed to have been satisfied unless the Foundation shall have satisfied NELnet of the actual truth or accuracy thereof).

(b) Performance of Covenants. The Foundation shall have performed all of its obligations contained in this Agreement to be performed on or prior to the Closing and NELnet shall have received a certificate to such effect, executed by the Foundation and dated as of the Closing Date.

(c) Conversion. The Conversion shall have taken place substantially in accordance with the Conversion Agreement.

(d) Legal Opinions. NELnet shall have received letters from legal counsel rendering tax, bankruptcy and contract enforceability opinions (or shall be an addressee thereof) on the Conversion Date to the effect that NELnet may rely upon such opinions as if they had been addressed to NELnet on the Conversion Date, without, however, any need or obligation to update or bring current any such opinion from its date of issuance to the Closing (and such letters may state that no such update has been done).

(e) Directors' Resignation. The Foundation shall deliver to NELnet at Closing the resignation of each director of NEWCO and Enterprises and the Manager of each member of the Management Committee of LLC, provided that at least two Special Directors shall remain on the Management Committee Board of Directors of LLC at all times, and shall

take, or cause to be taken, such action as NELnet may request with respect to changes in directors and officers other than the Special Directors on the date of Closing.

(f) Absence of Events. None of the events set forth in Section 5.1(a) through (m) inclusive hereof shall have occurred.

(g) No Material Adverse Change. On the date of Closing, there shall have been no material adverse change in the business of NEWCO, Enterprises or LLC since the Conversion Date or in the business of NEWCO, Enterprises and LLC as compared to the business of Maine Educational Loan Marketing Corporation as such business existed immediately prior to the Conversion (other than the ability to use tax-exempt basis in the future and receive related benefits).

(h) Hart-Scott-Rodino. Any required filing under the Hart-Scott-Rodino Antitrust Improvements Act shall have been made, and the waiting period with respect thereto shall have expired without objection by the United States.

(i) Exercise Price. The Exercise Price shall not be less than the Senior Stock Redemption Price (and this provision shall not be waived by either party hereto). If the Senior Stock Redemption Price, determined as provided in the Articles of Incorporation of NEWCO, shall be greater than $30 million, then NELnet shall not be obligated to purchase the Senior Stock unless NELnet shall agree, by the Exercise Date, to pay such amount.

(j) Purchase of Services Contract. The Purchase of Services Contract entered into as of December 9, 1992, and effective as of January 1, 1993, as supplemented and amended, including the Amendment to Purchase of Services Contract dated as of June 30, 2000, all between the Foundation and MES-Maine Education Services ("MES"), shall have been terminated or may be terminated within five days from the Closing without further approval of MES.

6.2 Conditions to the Obligations of the Foundation. The obligation of the Foundation to sell the Senior Stock shall be subject to the satisfaction or waiver or the following conditions:

(a) Representations and Warranties. The representations and warranties of NELnet set forth in Article IV hereof shall be true and correct in all material respects on the date of Closing as if made on and as of such date, and the Foundation shall have received a certificate to such effect, executed by NELnet and dated as of the date of Closing.

(b) Performance of Covenants. NELnet shall have performed all of its obligations contained in this Agreement to be performed on or prior to the date of Closing, including payment of the Exercise Price due at the Closing.

(c) Exercise Price. The Exercise Price shall not be less than the Senior Stock Redemption Price (and this provision shall not be waived by either party hereto). If the Senior Stock Redemption Price, determined as provided in the Articles of Incorporation of

NEWCO, shall be greater than $30 million, then NELnet shall not be entitled to purchase the Senor Stock unless NELnet shall agree, by the Exercise Date, to pay such amount.

VII.

MISCELLANEOUS

7.1 Law Governing. This Agreement shall be construed and interpreted according to applicable federal laws and the laws of the State of Maine applicable to contracts made and to be performed wholly within such state.

7.2 Binding Effect, Persons Benefitting, No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto. Nothing in this Agreement is intended or shall be construed to confer upon any entity or Person other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any part hereof. This Agreement may not be assigned by either of the parties hereto. This Agreement shall inure to the benefit of and be binding upon the successor to a party hereto only if the other party has given its consent thereto.

7.3 Amendments. This Agreement may not be amended, altered or modified except by a written instrument executed by the parties hereto.

7.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and each of which shall constitute one and the same instrument.

7.5 Entire Agreement; Attachments. This Agreement, including the attachments, certificates and lists referred to herein or attached hereto, and any documents executed by the parties pursuant thereto, constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all other prior agreements and understandings, written or oral, between the parties with respect to such subject matter.

7.6 Confidentiality. Except with the consent of the other party, which shall not be unreasonably withheld, each of the Foundation and NELnet hereby agrees that it will not disclose the existence or terms of the transactions contemplated by this Agreement or any information provided to it by the other party which is clearly marked as being confidential to any other Person except
(i) to its affiliates, provided that any such recipient is made aware of the highly confidential nature of such information, (ii) its auditors and attorneys, employees or financial advisors and any nationally recognized rating agency rating its debt, provided such auditors, attorneys, employees or financial advisors or rating agencies are informed of the highly confidential nature of such information, (iii) any regulatory agency, body or other official body regulating or having jurisdiction over any such Person, provided, such agency, body or other official body is informed of the highly confidential nature of such information, (iv) as otherwise required by applicable law or order of a court of competent jurisdiction, (v) in connection with any legal proceeding or threatened legal proceeding to which such Person is a party, or (vi) which is already in the public domain or so disclosed other than

as a result of the breach by the Foundation, NELnet or any such Person bound by the terms and provisions of this Section 7.6.

7.7 No Recourse Following Closing. From and after the Closing, and notwithstanding anything herein or in any certificate delivered by the Foundation to the contrary, no recourse shall be had by or on behalf of NELnet against the Foundation, NEWCO or any of its or their affiliates on account of any business or other failure by NEWCO and no such recourse shall be had on account of any representation and warranty of the Foundation made herein proving to have been false or misleading in any respect as and when made unless the false or misleading representation and warranty either (i) is made under Section 4.1(a) hereof, or (ii) was caused directly by, or was the direct result of, fraud or willful misconduct on the part of the Foundation.

7.8 Limited Rights Conveyed to NELnet. This Agreement conveys to NELnet only the Option and the right to enforce the Foundation's obligations hereunder, including the Foundation's covenants in Article V of this Agreement. NELnet shall not enjoy, by virtue of this Agreement or otherwise, any right to participate in or control the management or operations of NEWCO; provided that upon exercise of the Option and acquisition of Senior Stock NELnet shall have all the rights allowed by law to a holder of the Senior Stock.

7.7 Notices. Except as otherwise expressly provided herein, all notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or by overnight courier, two days after being sent by registered mail, return receipt requested, or when sent by telecopier (with receipt confirmed), provided, in the case of a telecopied notice, a copy is also sent by registered mail, return receipt requested, or by courier, addressed as follows (or to such other address as a party may designated by notice to the other):

(a) If to the Foundation:

Wendy Ault, President One City Center, Suite 1110 Portland, Maine 04101 Telephone: 207/ 791-3621 Facsimile: (207) 773-4159

(b) If to NELnet:

Don Bouc, President 121 South 13th Street, Suite 301 Lincoln, Nebraska 68508 Telephone: (402) 458-2301 Facsimile: (402) 458-2399

7.8 Hart-Scott-Rodino Compliance. The Parties agree to cooperate in complying with any filing or notification requirements imposed by law on either party in connection with, or as a condition to, exercising the Option or acquiring the Senior Stock pursuant to exercise of the Option, including without limitation any filings under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Maine Educational Loan Marketing Corporation

  /s/  Wendy Ault
----------------------
Wendy Ault, President

NELnet, Inc.

  /s/ Don Bouc
----------------------
Don Bouc, President

Exhibit 2.16

PURCHASE AGREEMENT

This Purchase Agreement (the "Agreement") is made as of the 3rd day of July, 2003, by and between Nelnet Loan Services, Inc., a Nebraska Corporation, ("Purchaser") and Union Financial Services, Inc., a Nevada corporation and Packers Service Group, Inc., a Nebraska corporation (individually and collectively "Seller") (collectively referred to as the "Parties" and, individually, as a "Party").

RECITALS

WHEREAS, each Seller owns 50% of the membership interests in UFS Securities, L.L.C., a Nebraska limited liability company (the "Company"); and

WHEREAS, Seller desires to transfer to Purchaser Seller's interest in the membership interests in the Company (the "Purchased Membership Interest").

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Parties intending to be legally bound agree as follows:

1. Description of the Transaction; Terms Thereof.

1.1 Transfer of Purchased Membership Interest. At the Closing (as defined in Section 1.2 hereof) and upon the terms and subject to the conditions as set forth herein, Seller shall convey, sell, transfer and deliver to Purchaser the Purchased Membership Interest.

1.2 Closing: Closing Date. The closing ("Closing") of the purchase shall occur effective as of August 7,2003 ("Closing Date") or as soon thereafter as the purchase price may be determined as set forth below. The time and location of the Closing shall be determined by agreement among the Parties. The effective date of transfer shall be the Closing Date, provided, however, that all notices and approvals required by applicable law (including but not limited to the NASD) shall have been given prior to the date on which transfer of the Purchased Membership Interest shall be effective.

1.3 Purchase Price. At the Closing, Purchaser shall pay to Seller, in immediately available funds, a purchase price in an amount equal to $1,500,000.00, plus book value as of Closing, less any pending cash dividends or other expenditures, of the Company as carried on the unaudited financial statements of Company, when finalized and available. The Purchase Price shall be divided equally between each of the Sellers.

1.4 Delivery of Transfer Documentation. At Closing, or within fifteen (15) days thereafter, Seller shall deliver duly endorsed transfer documentation representing the transfer of the Purchased Membership Interest to the Purchaser.

2. Representations and Warranties.

Seller hereby represents and warrants to Purchaser as follows:

2.1 Organization. Good Standing. Seller is duly organized and in good standing under the laws of its state of incorporation.

2.2 Title to the Purchased Membership Interest. Seller is the record and beneficial owner of the Purchased Membership Interest which is being transferred, free and clear of all liens, claims, security interests, options, charges, pledges and other restrictions or encumbrances of any nature whatsoever. Upon consummation of the transactions contemplated under this Agreement, Purchaser will acquire from each Seller's good and valid title to Seller's 50% interest in the Company clear of all liens, claims, security interests, options, charges, pledges and other restrictions or encumbrances of any nature whatsoever created by Seller.

3. Indemnification.

3.1 Indemnification by Purchaser. Purchaser agrees to defend, indemnify and hold Seller or its officers, directors, trustees, agents, affiliates, representatives, successors and assigns, harmless from and against any claim, liability, expense, loss or other damage (including reasonable attorneys' fees and expenses), ("Claims") in respect of any and all Claims relating to resulting from any breach or violation of a covenant made in this Agreement by Purchaser, and any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any item to which the foregoing indemnity relates.

3.2 Indemnification by Seller. Seller agrees to defend, indemnify and hold the Purchaser and its officers, directors, trustees, agents, representatives, affiliates, successors and assigns, harmless from and against any Claim in respect of any and all Claims relating to or resulting from any breach of a representation or warranty or any violation of a covenant made in this Agreement by Seller, and any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any item to which the foregoing indemnity relates.

3.3 Determination of Loss. Indemnification pursuant to this Section 3 shall be payable with respect to any Claim described herein as subject to indemnification upon the happening of the earlier to occur of the following:

(a) resolution of such Claim by mutual agreement of the Parties; or

(b) the issuance of a final judgment, award, order or other ruling by a court of competent jurisdiction.

3.4 Notification. Each of the Parties will promptly notify the other Party of the existence or occurrence of any facts or events which give rise to the assertion of any Claim under the provisions of this Article 3; provided, however, that the failure to so notify the other Party shall not relieve the other Party of its indemnification obligation, except, and only to the extent, that the other Party is actually prejudiced by such failure to notify or delay. If any such Claim is due to a claim of a third party ("Third Party Claim"), the indemnifying party shall, at the election of the indemnified party, promptly and diligently take such actions as may be reasonably required to defend or settle such claim and shall keep the indemnified party advised of the current status thereof. If the indemnifying party assumes the defense of the Third Party Claim, the indemnified party shall, at the indemnifying party's expense, reasonably cooperate with the indemnifying party's defense and the indemnifying parties shall reasonably consider the indemnified party's advice.

4. Additional Covenants arid Agreements.

4.1 Expenses. Each Party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated by this Agreement, including, but not limited to, the fees, costs and expenses of its own financial consultants, accountants and legal counsel.

4.2 Survival of Representations and Warranties. Except as otherwise provided herein, the representations and warranties contained in this Agreement shall survive the Closing Date.

4.3 Public Releases. The Parties shall agree with each other as to the form and substance of any press release relating to this Agreement or the transactions contemplated hereby, and shall consult with each other as to the form and substance of other public disclosures relating hereto; provided, however, that nothing contained herein shall prohibit any party hereto from making any disclosure which it deems necessary in light of applicable laws or regulations, after notice to the other party with the opportunity to comment to the extent that delay of the disclosure is permitted under such laws or regulations.

5. Miscellaneous.

5.1 Entire Agreement. This Agreement, including the recitals and the Exhibits hereto and thereto, supersede any and all other agreements, oral or written, among the Parties hereto and thereto with respect to the subject matter hereof and thereof, and contain the entire agreement among such Parties with respect to the transactions contemplated hereby and thereby.

5.2 Amendments. This Agreement shall not be modified or amended except by an instrument in writing signed by or on behalf of all of the Parties hereto.

5.3 Successors; Assignment. This Agreement and all of the provisions hereof and thereof shall be binding upon and inure to the benefit of the Parties hereto and thereto and their respective successors and permitted transferees and assignees. Neither this Agreement nor any interest herein may, directly or indirectly, be transferred or assigned by any Party, in whole

or in part, without the written consent of the other Parties, except either party may assign this Agreement or any portion thereof to any affiliate or shareholder.

5.4 Notices. All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows:

If to Seller:

Packers Service Group
Attention: Jay L. Dunlap
3643 South 48th
Lincoln, Nebraska 68501-2535
Telephone: 402/ 323-1245
Facsimile: 402/323-1188

Union Financial Services, Inc.
Attention: Michael S. Dunlap
6801 South 27th Street
Lincoln, Nebraska 68512
Telephone: 402/323-1131
Facsimile: 402/323-1286

If to Purchaser:

Nelnet Loan Services, Inc.
Attention: Terry Heimes
121 South 13th, Suite 201
Lincoln, NE 68508

Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed.

5.5 Waiver. If any Party expressly waives in writing an unsatisfied condition, representation, warranty, undertaking, covenant or agreement (or portion thereof) set forth herein, the waiving Party shall thereafter be barred from recovering, and thereafter shall not seek to recover, any damages, claims, losses, liabilities or expenses, including, without limitation, legal and other expenses, from the c" r Parties in respect of the matter or matters so waived. Any such waiver shall not constitute a covenant to waive any such matters in the future.

5.6 Severability. If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.

5.7 Counterparts. This Agreement may be executed in two or more counterparts and by the Parties on separate counterparts, all of which shall be considered one and the same agreement, and each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties hereto have caused this Purchase Agreement to be duly entered into as of the date first set forth above.

UNION FINANCIAL SERVICES INC.,
a Nevada corporation

By:    /s/ Stephen F. Butterfield
       -------------------------------------
Title: President

PACKERS SERVICE GROUP, INC., a Nebraska
corporation

By:    /s/ D. Jameson
       -------------------------------------
Title: Vice President

NELNET LOAN SERVICES, INC., a
Nebraska corporation

By:    /s/ Michael Dunlap
       -------------------------------------
Title: President