ADMINISTRATION AGREEMENT



                                      among



                        NELNET STUDENT LOAN TRUST 2004-4,

                                    as Issuer







                            WILMINGTON TRUST COMPANY,

                              as Delaware Trustee,







                           ZIONS FIRST NATIONAL BANK,

                              as Indenture Trustee







                                       and







           NATIONAL EDUCATION LOAN NETWORK, INC., f/k/a NELNET, INC.,

                                as Administrator











                          Dated as of September 1, 2004





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                                Table of Contents



                                                                            Page







Section 1.        Duties of the Administrator..................................2

Section 2.        Statements to Registered Owners..............................3

Section 3.        Annual Statements as to Compliance; Notice of Default;

                    Financial Statements.......................................4

Section 4.        Representations of Administrator.............................4

Section 5.        Liability of Administrator; Indemnities......................5

Section 6.        Limitation on Liability of Administrator and Others..........7

Section 7.        Administrator May Own Notes..................................7

Section 8.        Records......................................................7

Section 9.        Compensation.................................................7

Section 10.       Additional Information to be Furnished.......................7

Section 11.       Independence of the Administrator............................7

Section 12.       No Joint Venture.............................................8

Section 13.       Other Activities of the Administrator........................8

Section 14.       Term of Agreement; Resignation and Removal of

                    Administrator; Waiver of Past Defaults.....................8

Section 15.       Action upon Termination, Resignation or Removal..............9

Section 16.       Notices.....................................................10

Section 17.       Amendments..................................................10

Section 18.       Successors and Assigns......................................10

Section 19.       Governing Law...............................................11

Section 20.       Headings....................................................11

Section 21.       Counterparts................................................11

Section 22.       Severability................................................11

Section 23.       Limitation of Liability of Delaware Trustee and Indenture

                    Trustee...................................................11

Section 24.       No Petition.................................................11



EXHIBIT A         POWER OF ATTORNEY

EXHIBIT B         ADMINISTRATOR INSTRUCTION CERTIFICATE NELNET STUDENT LOAN

                  TRUST 2004-4





{PAGE}





        THIS ADMINISTRATION AGREEMENT dated as of September 1, 2004 (as amended

from time to time, this "Administration Agreement"), among NELNET STUDENT LOAN

TRUST 2004-4, a Delaware statutory trust (the "Issuer"), WILMINGTON TRUST

COMPANY, a Delaware trust company, not in its individual capacity but solely as

Delaware Trustee (the "Delaware Trustee"), ZIONS FIRST NATIONAL BANK, a national

banking association, not in its individual capacity but solely as Indenture

Trustee (in such capacity, the "Indenture Trustee") and NATIONAL EDUCATION LOAN

NETWORK, INC. f/k/a NELNET, INC., a Nevada corporation, as Administrator (the

"Administrator"),



                              W I T N E S S E T H :



         WHEREAS, the Issuer will issue its (a) Student Loan Asset-Backed Notes

Series 2004-4 (the "Notes") pursuant to an Indenture of Trust, dated as of

September 1, 2004, among the Issuer, Zions First National Bank, as eligible

lender trustee and the Indenture Trustee (together with any Supplemental

Indentures and any amendments thereto made in accordance with their respective

terms, the "Indenture"); and (b) its Trust Certificates pursuant to a Trust

Agreement, dated as of September 1, 2004 (the "Trust Agreement"), between the

Delaware Trustee and Nelnet Student Loan Funding, LLC, as sponsor (together with

its successors in interest, the "Sponsor"); and



         WHEREAS, pursuant to an Eligible Lender Trust Agreement, dated as of

September 1, 2004 (the "Eligible Lender Agreement"), between the Issuer and

Zions First National Bank, as eligible lender trustee (the "Eligible Lender

Trustee"), the Eligible Lender Trustee shall hold legal title to the Financed

Eligible Loans acquired by the Issuer as beneficial owner; and

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