E LOAN INC
EXHIBIT
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<TYPE>EX-10.29
<SEQUENCE>8
<FILENAME>exh10-29.htm
<DESCRIPTION>EXHIBIT
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<title>Q3 2002 Exhibit 10.29</title>
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<B><P ALIGN="CENTER">Exhibit 10.29</P></B>


<B><P ALIGN="CENTER">CMI Select Addendum</P>
</B><P>This Addendum, effective as of March&nbsp;11, 2002 supplements and amends
the CitiMortgage, Inc. ("CMI") Correspondent Agreement ("Agreement") dated
August&nbsp;7, 2001 by and between CMI and E-Loan ("Correspondent").</P>
<I><P>Whereas</I>, CMI and Correspondent, pursuant to Section&nbsp;14 of the
Agreement, desire to make certain changes to the Agreement in connection with
certain Assignment of Trade, Direct Trade and Block Commitments from
Correspondent to CMI, as defined in paragraphs 2, 3, 4, and 5 below.</P>
<I><P>Now Therefore</I>, in consideration of the mutual covenants contained
herein ar:. or other good and valuable consideration, CMI and Correspondent
agree as follows, and the following paragraphs are added to the Agreement:</P>
<OL>

<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Block Commitments</U></FONT>:
From time to time Correspondent will negotiate a mandatory sale of whole
Eligible Mortgage Loans on an individual note rate of Same Product, and deliver
same pursuant to the Agreement to fulfill a Commitment with CMI; and CMI may
agree to purchase the mortgage loans and the servicing rights to same under the
terms of this Addendum, the Agreement, and the Commitment.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Direct Trade
Commitments</U></FONT>: From time to time Correspondent will negotiate a
mandatory sale of Eligible Mortgage Loans pursuant to a Commitment negotiated
and executed directly with CMI and CMI will purchase the Eligible Mortgage Loans
and the servicing right to same under the terms of this Addendum, the Agreement
and the Commitment.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Assignment of Trade
Commitments</U></FONT>: Under the terms of the Agreement and this Addendum,
Correspondent may negotiate a Trade with a CMI-approved Securities Dealer
("Dealer"), and then subsequently assign the interest in the Trade to CMI.
Correspondent shall notify CMI that it desires to assign a Trade and sell
certain Eligible Mortgage Loans and related servicing rights to CMI and CMI may
accept such an offer by a written notice from CMI to Correspondent in the form
of the Tri-Party Agreement (the form of which is attached hereto as <U>Exhibit
A</U>). The following terms and conditions shall apply to all Assignments of
Trade:</LI></P>
<OL TYPE="A">

<FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>CMI shall accept Assignments of
Trade of GNMA-I, GNMA-II, Fannie Mae or Freddie Mac "to-be-announced" ("TBA")
securities from Seller and shall pay Seller the Purchase Price provided for in
paragraph 7 of this Addendum for the Eligible Mortgage Loans intended to fulfill
the Trades which are delivered to CMI pursuant to the terms and procedures set
in the Agreement.</LI></P>
<P ALIGN="JUSTIFY"><LI>CMI will accept TBA trades only; specified trades will
not be accepted.</LI></P>
<P ALIGN="JUSTIFY"><LI>The minimum amount for any AOT to be accepted by CMI for
available Product windows shall be $500,000 ($250,000 for GNMA II).</LI></P>
<P ALIGN="JUSTIFY"><LI>Trades may only be transacted with CMI approved
Dealers.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Eligible Mortgage Loans</U> are defined as
follows:</LI></P>
<OL TYPE="A">

<P ALIGN="JUSTIFY"><LI>For Block Commitments:</LI></P>
<OL TYPE="i">

<LI>Conventional Conforming ARM loans eligible for pooling in Fannie Mae or
Freddie Mac mortgage-backed securities.</LI>
<LI>Conventional Non-Conforming Fixed Rate and ARM loans eligible for sale to
CMI.</LI></OL>

</FONT><P>All Products must meet the Product parameters described in the
Correspondent Agreement in effect at the time of funding.</P>
<FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>For Assignment of Trade and Direct
Trade Commitments:</LI></P>
<OL TYPE="i">

<LI>FHA-insured and/or VA-guaranteed mortgage loans eligible for pooling in GNMA
mortgage-backed securities, and</LI>
<LI>Conventional conforming fixed rate loans eligible for pooling in Fannie Mae
or Freddie Mac mortgage-backed securities.</LI></OL>
</OL>

</FONT><P>All Products must meet the Product parameters described in the
Correspondent Agreement in effect at the time of funding.  Correspondent shall
not deliver to CMI any Products acquired from a third party customer which is
not approved by FHA/VA or not sponsored by Correspondent to originate loans
under FHA/VA programs.</P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Product</U></FONT>: Product is
defined as loans eligible for purchase by CMI. according to the applicable
terms, conditions, requirements, procedures, representations and warranties set
forth in the Agreement.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Same Product</U></FONT>: Like
Product is defined as loans (eligible as above defined) which share similar
characteristics with regard to loan type, term, and note rate.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Purchase
Price</U></FONT>:</LI></P>
<OL TYPE="A">

<FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>For Block Commitments, the Purchase
Price shall be mutually agreed to by Correspondent and CMI in accordance with
the commitment price and any applicable pricing adjusters.</LI></P>
<P ALIGN="JUSTIFY"><LI>For Assignment of Trade and Direct Trade Commitments, the
purchase price shall be mutually agreed to by Correspondent and CMI in
accordance with the executed trade price and any applicable pricing
adjusters.</LI></P>
<P ALIGN="JUSTIFY"><LI>Upon notification to Correspondent, CMI shall have the
right to deduct any fees, penalties, taxes, trade assignment buyout fees, or
other charges of any kind owed CMI by Correspondent; from the Purchase Price of
any eligible mortgage loans purchased by CMI from Correspondent pursuant to this
Addendum or any other agreement between Correspondent and CMI.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Tri-Party Agreement</U></FONT>: For all Assignment of
Trade Commitments.  CMI and Correspondent will prepare and execute a Tri-Party
Agreement (in the form attached hereto as <U>Exhibit A</U>, as amended from time
to time by written notice from CMI to Correspondent) in accordance with the
procedures contained in this Addendum.  The terms and conditions contained in
the Tri-Party Agreement shall define the nature of the specific Trade and are
binding on the parties.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Retention of Risk</U></FONT>:
Correspondent agrees that it retains all rises that the Dealer will not perform
on the Trade.  If CMI deems, at its sole option, that the Dealer is unable to
perform, CMI may immediately take any action it deems necessary and prudent in
order to minimize its losses, including paring off, and Correspondent agrees
that it will immediately pay CMI any related loss incurred by CMI pursuant to
the terms and procedure described in paragraph 14, below.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Approved Securities
Dealers</U></FONT>: For all Assignment of Trade Commitments, CMI will only
accept trades from Approved Securities Dealers ("Dealers") listed on the form
attached hereto as <U>Exhibit B</U>, as amended from time to time by written
notice from CMI to Correspondent.  If the Correspondent wishes to assign a Trade
with a Dealer not listed, approval may be sought from CMI.  Approval of Dealers
is at the complete and sole discretion of CMI and must be in writing, signed by
a duly authorized officer of CMI.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Representations and
Warranties</U></FONT>:</LI></P>
<OL TYPE="A">

<FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Correspondent hereby makes all
representations, warranties and covenants set forth in the Agreement and this
Addendum with respect to each Eligible Mortgage Loan delivered to CMI pursuant
to this Addendum, as of the date of delivery of each such Eligible Mortgage
Loan.</LI></P>
<P ALIGN="JUSTIFY"><LI>Correspondent represents that it will not select Eligible
Mortgage Loans in a manner materially adverse to CMI when delivering loans to
fulfill a Block Commitment, Assignment of Trade or Direct Trade Commitment.  CMI
may audit Correspondent's selection procedures during regular business hours to
assure itself that the selection procedures are not materially adverse to CMI.
In the event CMI reasonably demonstrates that materially adverse selection
procedures were used, Correspondent shall within 30 days repurchase and/or
replace the affected loans in accordance with paragraph&nbsp;11 of the Agreement
with Eligible Mortgage Loans selected in a manner which is not materially
adverse to CMI.  Failure to repurchase or replace any loan rejected under this
subsection may subject Correspondent to those changes, penalties and procedures
described in paragraph&nbsp;8(C) and 14.</LI></P>
<P ALIGN="JUSTIFY"><LI>Correspondent has all requisite corporate power,
authority and capacity to enter into this Addendum and to perform the obligation
required of it hereunder.</LI></P>
<P ALIGN="JUSTIFY"><LI>The execution and performance of this Addendum by
Correspondent, its compliance with the terms hereof and the consummation of the
transactions contemplated herein will not violate any provision of any law
applicable to it and will not conflict with any terms or provisions of its
certificate of incorporation or by-laws, or any other instrument relating to the
conduct of its business or any other agreement to which Correspondent is a
party.</LI></P>
<P ALIGN="JUSTIFY"><LI>No representation, warranty or statement made by
Correspondent in this Addendum or other documents prepared by Correspondent
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements contained in
this Addendum or made in any document referred to in the Addendum not
misleading.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Loan Delivery</U></FONT>: CMI will notify
Correspondent of the applicable Commitment delivery and funding deadlines for
each Commitment obligation.  Correspondent agrees to provide CMI with sufficient
Eligible Mortgage Loans to fulfill the Commitment by the Commitment delivery
deadline as provided at the time of Commitment.  Correspondent must deliver
Eligible Mortgage Loans with aggregate principal balances within a tolerance of
the face amount of the Commitment, as set forth and agreed to by both parties in
the Commitment Confirmation (a representative sample of which is attached hereto
as <U>Exhibit C</U>).  Substitutes for rejected mortgage loans will be accepted
provided such substitutes are within tolerance of Commitment and received in
sufficient amounts to fulfill the obligations created by an Assignment of Trade,
Direct Trade or Block Commitment.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Loan Review</U></FONT>: CMI will
review each loan for credit quality and documentation prior to purchase of the
loan.  At its discretion, CMI may reject any loan, which it reasonably
determines does not meet the terms and parameters of the Agreement.
Notwithstanding such prior review, Correspondent agrees to repurchase on CMI's
demand any loan which is unacceptable to CMI, GNMA, Freddie Mac or Fannie Mae as
the result of any defects which are not cured by Correspondent within the time
period specified by CMI.</LI></P>
<U><FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Failure to deliver</U></FONT>:
In the event CMI does not receive from Correspondent sufficient Eligible
Mortgage Loans to fulfill the obligations created under this addendum,
Correspondent shall contact the CMI representative to either arrange for an
extension (which extension shall be granted at the sole discretion of CMI) or to
pair out of the Commitment.  Any and all fees, penalties, taxes, trade
assignments, buy-out fees or other charges of any kind, whether incurred and
assessed by outside entities or incurred internally by CMI, shall be charged to
Correspondent and are due and payable to CMI immediately.  CMI shall prepare an
itemized statement of such charges and provide same to Correspondent.  Failure
to remit payment shall constitute an event of default under the Agreement and
CMI shall be entitled to all remedies provided by the Agreement and at law.  For
deliveries which exceed the committed amount, CMI will contact Correspondent to
establish the price for excess delivery amount.</LI></P>
<FONT COLOR="#ff0000"><P ALIGN="JUSTIFY"><LI>Correspondent acknowledges that it
has received and read the Agreement.  All provisions of this Addendum are
incorporated by reference into the Agreement and shall be binding upon
Correspondent and CMI.  Specific references in this Addendum to particular
provisions of the Agreement and not to other provisions does not mean that those
provisions of the Agreement not specifically cited in the Addendum are not
applicable. All terms used herein shall have the same meaning as the terms have
in the Agreement, unless otherwise defined herein, or the context clearly
requires otherwise.  In the event of any conflict between the provision of this
Addendum and the provisions of the Agreement, the provision of this Addendum
shall control.</LI></P>
<P ALIGN="JUSTIFY"><LI>This executed CMI Select Addendum is made a part of the
Agreement and constitutes the entire agreement between the parties with respect
to the subject matter of this Addendum, and in any instance of conflict between
these documents, this Addendum shall supercede and control.</LI></P>
<P ALIGN="JUSTIFY"><LI>This Addendum may be terminated upon 10 days written
notice from either party.  Termination shall not affect the sale and purchase of
any Eligible Mortgage Loans agreed to between Correspondent and CMI.  All
representations, warranties and covenants contained in this Addendum and the
Agreement shall survive the termination of this Addendum.</LI></P></OL>
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<B><P>E-Loan</B><BR>
("Correspondent')</P><DIR>

<P>By: ________________<BR>
Name: _________________<BR>
Title:_________________</DIR>
</TD>
<TD WIDTH="50%" VALIGN="TOP"><DIR>

<B><P>CitiMortgage, Inc.</P></B>
<P>By: ________________<BR>
Name: _________________<BR>
Title:_________________</DIR>
</TD>
</TR>
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