Exhibit 10.38

                SECOND AMENDMENT OF GUARANTEED PURCHASE AGREEMENT

         This Second Amendment of Guaranteed Purchase Agreement (the "Second
Amendment") is entered into as of the 1st day of December, 2002, by and between
Nelnet, Inc., formerly known as NELnet, Inc., a Nevada Corporation ("Nelnet")
and Union Bank & Trust Company, in its own right and as Trustee under any trust
established to own or invest in guaranteed student loans ("Union Bank & Trust").

         WHEREAS, Union Bank & Trust and Nelnet entered into that certain
Guaranteed Purchase Agreement dated as of March 19, 2001, as amended by that
certain First Amendment of Guaranteed Purchase Agreement dated as of February 1,
2002 (collectively, the "Agreement"), and the parties wish to amend that
Agreement under the terms specified herein.

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

         1.       Amendment. "$1,000,000,000.00" in the second sentence of
Section 1 of the Agreement is hereby deleted and the following inserted in lieu
thereof: "$1,250,000,000.00".

         2.       Effect of Amendment. This Second Amendment shall be effective
as of December 1, 2002. Except as expressly amended and modified as set forth
above, all terms and provisions of the Agreement shall remain in full force and
effect, without modification.

UNION BANK AND TRUST COMPANY, in its            NELNET, INC.
own right and as Trustee under any trust
established to own or invest in guaranteed
student loans

By:    /s/ Ken Backemeyer                       By:    /s/ Terry Heimes
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Title: Sr. V.P.                                 Title: CFO