Exhibit 10.94

                                  AMENDMENT TO

             APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT,

                            LOAN PURCHASE AGREEMENTS,

                   AND STANDBY STUDENT LOAN PURCHASE AGREEMENTS



      THIS AMENDMENT TO APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT,

LOAN PURCHASE AGREEMENTS, AND STANDBY STUDENT LOAN PURCHASE AGREEMENT, dated

effective as of October 21, 2003 (the "AMENDMENT") is among NATIONAL EDUCATION

LOAN NETWORK, INC. (formerly known as Nelnet, Inc.), a corporation duly

organized and validly existing under the laws of the State of Nevada ("NELN"),

NELNET, INC. (formerly known as Nelnet Loan Services, Inc.), a corporation duly

organized and validly existing under the laws of the State of Nebraska

("NELNET"), NELNET EDUCATION LOAN FUNDING, INC., a corporation organized and

validly existing under the laws of the State of Nebraska ("NEBHELP"),UNION BANK

AND TRUST COMPANY, a Nebraska state banking corporation ("UNION BANK), and BANK

OF AMERICA, N.A., a national banking association ("BANK").



                              PRELIMINARY STATEMENT



      (1) pursuant to that certain Application and Agreement for Standby letter

of Credit (as amended, restated, modified, and increased from time to time, the

"LETTER OF Credit AGREEMENT") between NELN and bank, bank issued letter of

credit number 3056073 to Wells Fargo Bank Minnesota, National Association, for

the account of NELN.



      (2) Pursuant to that certain Loan Purchase Agreement dated May 23, 2003

("UNION BANK PURCHASE AGREEMENT"), Union Bank agreed to purchase certain

Eligible Loans (as defined in the Union Purchase Agreement) from Bank to the

extent and in the manner set forth herein.



      (3) Pursuant to that certain Loan Purchase Agreement dated May 23, 2003

("NELNET PURCHASE AGREEMENT"), NELN agreed to purchase certain Eligible Loans

(as defined in the Nelnet Purchase Agreement) FROM Nebhelp acting by and through

Wells Fargo bank Minnesota, National Association, not individually, but as

Eligible Lender Trustee to the extent and in the manner set forth herein.



      (4) Pursuant to that certain Standby Student Loan Purchase Agreement dated

May 23, 2003 ("NEBHELP PURCHASE AGREEMENT"), NELN agreed to purchase certain

Eligible Loans (as defined in the Union Purchase Agreement) from Nebhelp to the

extent and in the manner set forth herein.



      The Union Bank Purchase Agreement, the Nelnet Purchase Agreement, and the

Nebhelp Purchase Agreement shall be individually referred to herein as a

"PURCHASE AGREEMENT" and collectively, as the "PURCHASE AGREEMENTS". NIELN,

NELNET, Nebhelp, and Union Bank are collectively referred to herein as the

"NELNET ENTITIES")



      NELN, Nelnet, and Nebhelp have requested that for a temporary 30 day

period beginning on the Effective Date of this Amendment, loans Guaranteed by

the Colorado Student Loan Program, which are otherwise Eligible Loans, be

included within the definition of "Eligible Loans" for the purposes of the

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