AMENDMENT TO APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT, LOAN PURCHASE AGREEMENTS, AND STANDBY STUDENT LOAN PURCHASE AGREEMENTS

                                                                   Exhibit 10.63

                           NOVEMBER 2003 AMENDMENT TO

             APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT,

                            LOAN PURCHASE AGREEMENTS,

                  AND STANDBY STUDENT LOAN PURCHASE AGREEMENTS

         THIS NOVEMBER 2003 AMENDMENT TO   APPLICATION   AND AGREEMENT FOR STANDBY

LETTER OF CREDIT,   LOAN PURCHASE   AGREEMENTS,   AND STANDBY STUDENT LOAN PURCHASE

AGREEMENT,   dated   effective as of November 20, 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.

         (5)   NELN,   NELNET,   Nebhelp,   Union   Bank,   and Bank have   entered   an

Amendment   to   Application   and   Agreement   for Standby   Letter of Credit,   Loan

Purchase   Agreements,    and   Standby   Student   Loan   Purchase   Agreements   dated

effective as of October 21, 2003 ("Amendment").

         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".   NELN,

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

"Nelnet Entities")

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                                                                    Exhibit 10.63

         NELN,   Nelnet,   and   Nebhelp   have   requested   that   for an   additional

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 Letter of Credit Agreement and the Purchase Agreements.

         Accordingly, in consideration of the foregoing and the mutual covenants

set forth herein, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         Section   1.01   Defined   Terms.   All   capitalized   terms   defined in the

Purchase   Agreements,   and not   otherwise   defined   herein   shall   have the same

meanings herein as in the Purchase   Agreements.   Upon the   effectiveness of this

Amendment,   each   reference   in the Letter of Credit   Agreement   or any Purchase

Agreement   to "this   Agreement,"   "hereunder,"   "herein" or words of like import

shall mean and be a reference to the Letter of Credit Agreement and the Purchase

Agreements, each as amended hereby.

         Section   1.02   References,    Etc.   The   words   "hereof,"   "herein"   and

"hereunder"   and words of similar import when used in this Amendment shall refer

to   this   Amendment   as a   whole   and not to any   particular   provision   of this

Amendment. In this Amendment, unless a clear contrary intention appears the word

"including" (and with correlative   meaning   "include") means including,   without

limiting the generality of any description   preceding such term. No provision of

this Amendment   shall be   interpreted   or constructed   against any person solely

because that person or its legal representative drafted such provision.

                                   ARTICLE II

        AMENDMENTS TO LETTER OF CREDIT AGREEMENT AND PURCHASE AGREEMENTS

         Section 2.01   Amendments.   Section 2 of the Letter of Credit   Agreement

shall be amended by adding the following to the end thereof:

         "Notwithstanding anything to the contrary set forth herein, in addition

         to the deposits   required   above,   in the event any   Eligible   Loan (as

         defined in the Loan   Purchase   Agreements)   w