E LOAN INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>exh10-3.htm
<DESCRIPTION>EXHIBIT
<TEXT>
<HTML>
<HEAD>
<TITLE>Q3 2001 Exhibit 10.3</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="RIGHT">                                                                    Exhibit 10.3</P>

<B><FONT SIZE=4 color="#0000FF"><P ALIGN="CENTER">
CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY</FONT></B>

<P ALIGN="JUSTIFY"> [ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.


<B><P ALIGN="CENTER">AUTO LOAN PURCHASE AND SALE AGREEMENT</P>
</B><P>This Auto Loan Purchase and Sale Agreement ("Agreement") is made on July
3, 2001 (the "Effective Date"), by and between <B>Compass Bank</B>, a
corporation with its principal office at 15 South 20th Street, Birmingham,
Alabama 35223 ("Correspondent") and E-LOAN, Inc., a Delaware corporation with
its principal office at 5875 Arnold Road, Dublin, CA 94568 ("E-LOAN").</P>
<P>WHEREAS, E-LOAN maintains a website at www.eloan.com, and is engaged in the
business of, among other things, origination and sale of loans to consumers for
the purchase or refinance of motor vehicles ("Loans");</P>
<P>WHEREAS, E-LOAN desires to provide a broad range of available financing for
consumers seeking Loans;</P>
<P>WHEREAS, E-LOAN and Correspondent desire to enter into an arrangement whereby
ELOAN will sell Loans to Correspondent based on Correspondent's underwriting
criteria;</P>
<P>NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, E-LOAN and Correspondent hereby
agree as follows:</P>
<OL>
<OL>

<B><U><LI>Sale and Delivery of Loans</U>.</LI>
<OL START=1>

<LI>Sale and Purchase of Loans</B>. From time to time during the Term of this
Agreement, E-LOAN shall sell, assign, transfer, convey and deliver to
Correspondent, and Correspondent shall purchase from E-LOAN, without recourse
and on a servicing released basis, all right, title and interest in and to Loans
as provided in this Agreement.</LI>
<B><LI>Offer</B>. From time to time during the Term of this Agreement, E-LOAN
shall submit, for Correspondent's review and approval, an offer to sell one or
more prospective Loans (each, an "Offer") under the terms of this Agreement.
Each Offer shall be in a format acceptable to Correspondent, and shall include
the items and information set forth on Exhibit&nbsp;A, which shall include the
application relating to each offered Loan and such other information as mutually
agreed by the parties. In determining whether to submit an Offer to
Correspondent, ELOAN shall apply Correspondent's underwriting and other criteria
for purchase of Loans subject to this Agreement as set forth on Exhibit&nbsp;B
("Purchase Criteria") to the Loan application, and shall only submit Offers that
E-LOAN reasonably believes satisfy the Purchase Criteria. E-LOAN is not
obligated to offer to sell any Loans or prospective Loans to Correspondent.</LI>
<B><LI>Acceptance</B>. On or before the Offer expiration set forth on each Offer
submitted to Correspondent, Correspondent shall, in its sole, absolute
discretion, accept or reject the offer, and shall inform E-LOAN of its decision.
If Correspondent accepts an Offer, Correspondent shall electronically transmit
to E-LOAN a Confirmation with respect to each prospective Loan to be purchased.
The Confirmation shall include the information set forth on
<B>Exhibit&nbsp;C</B>, and shall include a clear description of the conditions
that must be met in order for Correspondent to purchase the Loan. Transmission
of a Confirmation shall constitute acceptance of E-LOAN's Offer, and
Correspondent shall be obligated to purchase the prospective Loan, provided that
all conditions set forth in the Confirmation are met and the Loan is funded by
ELOAN prior to expiration of the Confirmation. If E-LOAN does not fund a
prospective Loan and fulfill all conditions set forth in the Confirmation within
sixty (60) days of E-LOAN's receipt of the Confirmation, the Confirmation shall
expire, and Correspondent shall have no obligation to purchase the Loan. E-LOAN
agrees that it will not offer for sale to any person other than Correspondent
any Loan for which a Confirmation has been issued and is outstanding. Upon
expiration of a Confirmation, E-LOAN shall be free to sell or offer to sell the
subject Loan to any other person. In the absence of a Confirmation issued by
Correspondent with respect to a Loan, Correspondent is not obligated to purchase
any Loan offered for sale by E-LOAN.</LI>
<B><LI>Funding and Delivery of Loans</B>. E-LOAN shall use its best efforts to
fulfill all conditions set forth in a Confirmation, and to fund the subject
Loans prior to expiration of a Confirmation; however, E-LOAN is not obligated to
fund or sell any Loans to Correspondent, whether or not a Confirmation has been
issued by Correspondent with respect to the subject Loan. Upon funding of a Loan
subject to a Confirmation, E-LOAN shall immediately deliver to Correspondent,
the loan documents and items set forth on Exhibit D, together with any other
items required by the Confirmation relating to the subject Loan, evidencing
funding and fulfillment of all conditions of the Confirmation ("Required
Documents").</LI>
<B><LI>Payment; Transfer</B>. With respect to each Loan sold, Correspondent
shall pay E-LOAN the amount set forth on Exhibit E ("Purchase Price"), in the
manner, and by the time limits set forth in Exhibit E. Upon receipt by E-LOAN of
the portion of the Purchase Price representing the principal balance of the Loan
("Transfer Date"), the Loan, and all rights, benefits, payments, proceeds and
obligations arising from or in connection with the Loan, together with any lien
or security interest in the vehicle serving as collateral for the Loan, shall
vest in Correspondent. Until the Transfer Date, E-LOAN shall own and control the
application and all documentation relating to a prospective Loan to be sold. All
Loans sold under this Agreement shall be sold without recourse, on a servicing
released basis. With respect to each Loan as to which E-LOAN has not delivered
to Correspondent all Required Documents prior to expiration of the Confirmation
related to such Loan, Correspondent shall have no obligation to purchase the
subject Loan.</LI></OL>

<B><U><LI>Covenants</B></U>.</LI>
<OL START=1>

<B><LI>Compliance with Law</B>. Each party shall comply with all federal, state
and local laws and regulations applicable to this Agreement and the respective
party's obligations hereunder, including without limitation all consumer
protection laws, the federal Equal Credit Opportunity Act, Real Estate
Settlement Procedures Act, Truth in Lending Act, Fair Credit Reporting Act and
Fair Debt Collection Practices Act and each of their respective regulations
("Applicable Law"). E-LOAN shall provide prior written notice to Correspondent
of any changes to the form documents for Loans, and shall update the forms as
necessary to comply with Applicable Law. Correspondent shall provide prior
written notice to E-LOAN of any changes to the Purchase Criteria, and shall
update the Purchase Criteria as necessary to comply with Applicable Law.</LI>
<B><LI>Post-Closing Payments</B>. All monies received by E-LOAN after the
transfer of title to any Loan shall be promptly turned over to
Correspondent.</LI>
<B><LI>Limited Power of Attorney</B>. E-LOAN hereby appoints Correspondent, its
agents, employees, successors and assigns, as its attorney in fact, with the
full power of substitution, for the limited purpose of (1) endorsing E-LOAM'S
name on any checks, drafts, money orders or other forms of payment payable to E-
LOAN that may come into Correspondent's possession with respect to any Loan
purchased by Correspondent under this Agreement, and (2) executing any form or
document necessary to effectuate the assignment of a Loan in accordance with
this Agreement, or to create, perfect, assign or release a first priority
security interest in a vehicle securing a Loan in favor of Correspondent.</LI>
<B><LI>Non-Discrimination</B>. Correspondent's credit underwriting standards and
Purchase Criteria comply with, and as such standards and Criteria may be revised
from time to time throughout the term of this Agreement shall remain in
compliance with, the anti-discrimination and other requirements of Applicable
Law. E-LOAN's loan origination practices comply with, and as such origination
practices may be revised from time to time throughout the term of this Agreement
shall remain in compliance with, the anti-discrimination and other requirements
of Applicable Law.</LI>
<B><LI>Record Retention</B>. Each party shall, at its own expense, maintain
data, information, records and documents relating to Loans offered for sale or
sold pursuant to this Agreement, in such manner and for such time period as is
required by Applicable Law. Each party shall cooperate with one another and make
such Loan records available to regulatory authorities to satisfy state or
federal audit requirements. If a party has reasonable grounds to believe a
default has occurred under this Agreement, that party shall have the right to
review the records of the other party upon reasonable notice, provided that the
requesting party shall be entitled to review only those records necessary to
determine existence and extent of the default.</LI>
<B><LI>Performance Reports</B>. Within fifteen (15) days after the end of each
calendar month during the Term of this Agreement, Correspondent shall provide to
E-LOAN a report showing (i)&nbsp;the number of Loans purchased by Correspondent
during the preceding month; (ii)&nbsp;the principal balance of each Loan
purchased by Correspondent during the preceding month; (iii)&nbsp;the number of
Loans purchased by Correspondent since the Effective Date having delinquencies
of 30-59 days; 60-90 days, and over 90 days, respectively; (iv)&nbsp;the number
of Loans purchased by Correspondent since the Effective Date that have been
charged off; and (v)&nbsp;the number of Loans purchased by Correspondent since
the Effective Date for which the vehicle securing the Loan has been repossessed,
showing the date of each repossession.</LI>
<B><LI>Mutual Cooperation</B>. During the term of this Agreement, the parties
agree to cooperate with and assist each other, as reasonably requested, in
carrying out the covenants, agreements, duties and responsibilities of one
another under this Agreement, and shall from time to time, execute, acknowledge
and deliver such additional instruments, assignments, endorsements, and
documents as may reasonably be required or appropriate to facilitate the
performance of this Agreement. Both parties shall work together with respect to
coordinating the systems requirements for establishing and maintaining
electronic connectivity, and each party shall bear its own expenses with respect
thereto.</LI>
<B><LI>No Solicitation</B>. With respect to each Loan sold to Correspondent
under this Agreement, E-LOAN agrees that for six (6) months from the Transfer
Date of the subject Loan, E-LOAN will not directly solicit the respective
borrowers to apply for, or offer to such borrowers, any auto-secured loan
product to refinance the Loan.</LI></OL>

<B><U><LI>Representations and Warranties of the Parties</B></U>. As of the date
of this Agreement, and throughout the Term, each party hereby represents and
warrants to the other party that:</LI>
<OL START=1>

<B><LI>Due Organization and Good Standing</B>. Each party is a corporation, duly
organized, validly existing, and is qualified and authorized to transact
business in, and is in good standing under the laws of, the jurisdiction of its
organization and each jurisdiction in which it performs or will perform its
obligations under this Agreement, or is otherwise doing business or is otherwise
exempt under applicable Law from such qualification.</LI>
<B><LI>Authority and Capacity</B>. Each party has the power, authority and
capacity to execute, deliver, and perform its obligations under this Agreement.
Each party's execution, delivery and performance of this Agreement have been
duly authorized by all necessary corporate action. This Agreement constitutes a
valid and legally binding agreement enforceable in accordance with its terms,
subject to bankruptcy laws and other similar laws of general application
affecting rights of creditors and subject to the application of the rules of
equity, including those respecting the availability of specific
performance.</LI>
<B><LI>Consent; Litigation</B>. No consent or approval of any other party or any
court or governmental authority is required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement. There is no
pending claim, cause of action, governmental action or litigation that, if
determined adversely, would affect the party's ability to perform its
obligations hereunder. This Agreement will not result in a default under any
other agreement to which the party is bound.</LI>
<B><LI>Licenses</B>. All necessary qualifications and licenses required by
applicable law to conduct business as contemplated by this Agreement in all
states where Loans are purchased and sold hereunder have been obtained, and will
be maintained in good standing.</LI></OL>

<B><U><LI>Additional Representations and Warranties of E-LOAN</B></U>. As of
each and every date E-LOAN sells and delivers a Loan to Correspondent under this
Agreement, E-LOAN hereby represents and warrants to Correspondent with respect
to each such Loan that:</LI>
<OL START=1>

<B><LI>Valid Loans</B>. Each Loan is bona fide, valid, genuine and legally
enforceable according to its terms and is duly and properly executed by the
parties shown as borrowers who were competent and had full legal capacity to
enter into such Loan at the time they executed the same. In addition, (1) there
are no claims or defenses with respect to any Loan; (2) no Loan, or the
obligations of any borrower, guarantor or surety with respect to any Loan, has
been obtained by fraud or fraudulent representations; (3) no oral or written
agreement exists or will exist whereby any of the terms of any Loan has been
varied in any way; (4) the information provided to Corespondent in connection
with each Loan is complete, true and correct; and (5) none of the borrowers,
guarantors or sureties on the Loans are deceased, and none of such persons are
the subject of any bankruptcy or other legal proceedings.</LI>
<B><LI>Loans Comply with Law</B>. The form of each Loan and the transactions
contemplated by the Loan comply with, and have been entered into in compliance
with, all applicable law, and all required disclosures and notices have been
given in compliance with all applicable law. Any applicable period during which
the borrower may rescind the Loan has expired, and all Loan proceeds have been
fully disbursed.</LI>
<B><LI>No Default</B>. All payments required under each Loan have been made up
to the date the Loan is sold. There is no default, breach, violation or event of
acceleration existing under the terms of each Loan nor has any event occurred
which, upon the giving of notice or the lapse of time, or both, would constitute
a default, breach, violation or event of acceleration under the Loan.</LI>
<B><LI>Title and Insurance</B>. For each Loan sold to Correspondent, the
certificate of title to each vehicle securing a loan shall list E-LOAN,
Correspondent or its designated nominee (as the parties shall mutually agree) as
the first and only lienholder on the certificate of title application or
registration and on the required physical damage insurance policies and loss
payable clauses relating to the vehicle securing the Loan.</LI>
<B><LI>Origination of Loans</B>. Except as disclosed in writing to Correspondent
and accepted by Correspondent prior to the Closing Date, each Loan has been
originated in accordance with the Purchase Criteria and the terms and conditions
of the applicable Confirmation.</LI>
<B><LI>Status of Loan</B>. The information that appears on E-LOAN's accounting
and all other pertinent records pertaining to any Loan accurately reflect the
true status of each Loan.</LI>
<B><LI>Ownership of Loans</B>. Except with respect to the liens of E-LOAN's
warehouse lenders, (a)&nbsp;E-LOAN is the sole owner of each Loan and has good
and marketable title thereto, and has the right to assign, sell and transfer the
Loan to Correspondent free and clear of any encumbrance, lien, pledge, charge,
claim or security interest, and (b)&nbsp;E-LOAN has not sold, assigned or
otherwise transferred any right or interest in or to the Loan and has not
pledged the Loan as collateral for any debt or other purpose.</LI>
<B><LI>Sale Treatment</B>. The sale of each Loan shall be reflected on E-LOAN's
balance sheet and other financial statements as a sale of assets by E-LOAN, and
E-LOAN shall not take any action or omit to take any action which would cause
the transfer of the Loans to Correspondent to be treated as anything other than
a sale to Correspondent of all of E-LOAN's right, title and interest in and to
each Loan.</LI>
<B><LI>Insurance</B>. Each vehicle securing a Loan is insured against loss under
a policy issued by an insurer reasonably acceptable to Correspondent and
qualified to do business in the state where the vehicle is located, in a form
such that it may be endorsed to Correspondent as loss payee. To the best of E-LOAN's
knowledge, there are no facts or circumstances that could provide a basis
for revocation of, or a defense to any claims made under, any insurance policy
covering a vehicle.</LI></OL>

<B><U><LI>Indemnification &amp; Remedies</B></U>.</LI>
<OL START=1>

<U><LI>Indemnification</U>. Each party (in such capacity, referred to as
"Indemnitor") shall indemnify and hold the other party and its respective
shareholders, directors, officers, employees, representatives, agents, servants,
successors, and assigns (collectively "Indemnitee") harmless from and shall
reimburse Indemnitee for any losses, damages, deficiencies, claims, causes of
action or expenses of any nature (including reasonable attorneys' fees and
expenses) incurred by Indemnitee arising out of or resulting from any breach of
any warranty, representation covenant or obligation of Indemnitor under this
Agreement.</LI>
<B><LI>Indemnification Procedures</B>. After either party obtains knowledge of
any claim, action, suit or proceeding (collectively a "Claim") for which it
believes is entitled to indemnification under this Agreement, it shall promptly
notify the other party of such Claim in writing within ten (10) days after such
knowledge. Each party shall cooperate with the other in every reasonable manner
(at the Indemnitor's sole expense) to facilitate the defense of any Claim
subject to indemnification hereunder. Indemnitee's failure to promptly notify
Indemnitor of a Claim shall not relieve the Indemnitor from any liability under
this Section to the extent that Indemnitor is not materially adversely affected
by such delay. With respect to each such notice, the Indemnitor shall, at the
Indemnitee's option, immediately take all action necessary to minimize any risk
or loss to the Indemnitee, including retaining counsel satisfactory to the
Indemnitee and take such other actions as are necessary to defend the Indemnitee
or to discharge the indemnity obligations under this Section. If the Indemnitor
does not timely and adequately conduct such defense, the Indemnitee may, at its
option and at Indemnitor's expense, conduct such defense, contest, litigate or
settle the Claim using counsel of its own choice without prejudice to its right
of indemnification under this Section. The Indemnitor shall pay on demand any
liability incurred by the Indemnitee under this Section. The Indemnitor shall
not settle any claim in which the Indemnitee is named without the prior written
consent of the Indemnitee, which consent shall not be unreasonably withheld. The
Indemnitee shall have the right to be represented by counsel at its own expense
in any such contest, defense, litigation or settlement conducted by the
Indemnitor.</LI>
<B><LI>Repurchase</B>. The purchase and sale of Loans under this Agreement shall
be without recourse to E-LOAN, except for the representations, warranties,
covenants and agreements set forth in this Agreement. Notwithstanding the
foregoing, in the event there is a material breach by E-LOAN of any covenant,
representation, warranty or agreement under this Agreement which remains uncured
for ninety (90) days or is not reasonably capable of being cured within 90 days
and involves, relates to, or affects any Loan sold to Correspondent under this
Agreement, E-LOAN shall repurchase the affected Loan from Correspondent for the
outstanding balance of principal and accrued but unpaid interest on such Loan.
Upon discovery of a suspected breach, Correspondent shall provide E-LOAN with
written notice specifying the breach. In the event of such repurchase,
Correspondent shall assign the affected Loan to ELOAN without recourse and
without representation or warranties, expressed or implied.</LI>
<B><LI>Survival of Remedies</B>. This Section shall survive termination of the
Agreement.</LI></OL>

<B><LI>Term and Termination</B>.</LI>
<OL START=1>

<B><LI>Term</B>. Unless this Agreement is terminated earlier as provided below,
this Agreement shall have an initial term of one (1) year commencing on the
Effective Date, and shall automatically renew for successive one (1) year term
periods. The initial term, together with any renewal terms, shall be referred to
herein as the "Term."</LI>
<B><LI>Termination</B>. Notwithstanding the foregoing, this Agreement may be
terminated as follows:</LI>
<P>(i)&#9;without cause by either party after expiration of the Initial Term,
upon not less than thirty (30) days prior written notice to the other party;
or</P>
<P>(ii)&#9;by either party immediately upon written notice to the other party
(a)&nbsp;if the other party breaches any warranty, representation, covenant or
obligation under this Agreement and fails to cure such breach within thirty (30)
calendar days of receiving written notice of the breach from the non-breaching
party; (b)&nbsp;if a party has reasonable cause to believe that the other party
will not be able to perform its obligations under this Agreement; (c)&nbsp;if
there occurs a change of (25%) or more of the ownership of the other party;
(d)&nbsp;if a material adverse change occurs in the financial condition of the
other party; or (e)&nbsp;if the other party is subject to a dissolution,
receivership, liquidation, insolvency, conservatorship, consolidation,
reorganization, sale of substantially all of its assets, cessation of business,
voluntary or involuntary bankruptcy.</P>
<B><LI>Effect of Termination; Survival</B>. The termination of this Agreement
shall not affect the rights and obligations of the parties with respect to Loans
for which Confirmations have previously been issued ("Pipeline Loans"), or
transactions and occurrences that take place prior to the effective date of
termination, and Correspondent shall purchase Pipeline Loans as provided in
Section&nbsp;1.3 if all conditions set forth in the Confirmation are met, except
as otherwise provided by Applicable Law.</LI></OL>

<B><U><LI>Miscellaneous</B></U>.</LI>
<OL START=1>

<B><LI>Confidentiality of Information</B>. Each party and their respective
affiliates, directors, officers, employees and authorized representatives shall
hold in strict confidence and not use or disclose to any other person without
the prior written consent of the other party, all information concerning the
other party's proprietary business procedures, products, services, operations,
fees, policies or plans received from the other party in connection with the
negotiation and performance of this Agreement. Notwithstanding the foregoing,
either party may disclose information that is required to be disclosed by
Applicable Law, governmental regulation or court order, and may disclose the
contents of this Agreement, with information as to the amount of, and manner of
calculating the Purchase Price redacted where permitted, in required filings
with the Securities Exchange Commission or other governmental agency without the
other party's prior consent. This provision shall survive termination of the
Agreement. Notwithstanding anything in this Section or Agreement to the
contrary, the parties shall comply with the terms, conditions and obligations
set forth on the Privacy, Confidentiality and Non-Solicitation Addendum attached
as Exhibit F.</LI>
<B><LI>Public Announcement</B>. The timing and content of any advertisements,
announcements, press releases or other promotional activity relating to this
Agreement, and the use of each other's name or trademarks shall be subject to
the prior approval of both parties.</LI>
<B><LI>Assignment</B>. Neither party may assign this Agreement without the prior
written consent of the other party.</LI>
<B><LI>No Agency Relationship</B>. The relationship between E-LOAN and
Correspondent shall not be construed as a joint venture, partnership or
principal-agent relationship, and under no circumstances shall any of the
employees of one party be deemed to be employees of the other party for any
purpose. This Agreement shall not be construed as authority for either party to
act for the other in any agency or any other capacity, except as expressly set
forth in this Agreement.</LI>
<B><LI>Third Party Beneficiaries</B>. This Agreement is not intended and shall
not be construed to create any rights or benefits upon any person not a party to
this Agreement.</LI>
<B><LI>Costs and Expenses</B>. Unless specifically provided for elsewhere in
this Agreement, each party will bear its own costs and expenses, including legal
fees, accounting fees and taxes incurred in connection with the negotiation and
performance of this Agreement.</LI>
<B><LI>Notices</B>. All notices and other communications required or permitted
to be given under this Agreement shall be in writing and shall be deemed given
(i)&nbsp;three business days after being deposited in the U.S. mail, first
class, postage prepaid, (ii)&nbsp;upon transmission, if sent by facsimile
transmission, or (iii)&nbsp;upon delivery, if served personally or sent by any
generally recognized overnight delivery service, to the following
addresses:</LI>
<P>(a)&#9;If to E-LOAN, to:</P>
<P>E-LOAN, Inc. <BR>
5875 Arnold Road <BR>
Dublin, CA 94568 <BR>
Attn: Stephen Herz, Sr. VP, Consumer Loans <BR>
Facsimile no. (925) 560-2811</P>
<P>with a copy to </P>
<P>Edward A. Giedgowd, E-LOAN's Counsel at the same address, facsimile no.
(925)803-3503.</P>
<P>(b) If to Correspondent, to:</P>
<P>Compass Bank<BR>
15 South 20<SUP>th</SUP> Street<BR>
Birmingham, Alabama 35223<BR>
Attn: Bill Brakebill, SVP/Division Mgr Dealer Financial Svcs</P>
<B><LI>Entire Agreement</B>. This Agreement, including any exhibits or other
documents attached hereto or referenced herein, each of which is hereby
incorporated into this Agreement and made an integral part hereof, constitutes
the entire agreement between the parties relating to the subject matter hereof
and there are no representations, warranties or commitments except as set forth
herein. This Agreement supersedes all prior understandings, negotiations and
discussions, written or oral, of the parties relating to the transactions
contemplated by this Agreement.</LI>
<B><LI>Modification</B>. This Agreement may not be changed orally but only by an
agreement in writing, signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought</LI>
<B><LI>Governing Law</B>. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.</LI>
<B><LI>Provisions Severable</B>. If any provision of this Agreement shall be or
become wholly or partially invalid, illegal or unenforceable, such provision
shall be enforced to the extent that its legal and valid and the validity,
legality and enforceability of the remaining provisions shall in no way be
affected or impaired. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, legal
representatives and permitted assigns.</LI>
<B><LI>Waivers; Cumulative Remedies</B>. No failure or delay by a party to
insist upon the strict performance of any term or condition under this Agreement
or to exercise any right or remedy available under this Agreement at law or in
equity, shall imply or otherwise constitute a waiver of such right or remedy,
and no single or partial exercise of any right or remedy by any party will
preclude exercise of any other right or remedy. All rights and remedies provided
in this Agreement are cumulative and not alternative; and are in addition to all
other available remedies at law or in equity.</LI>
<B><LI>Limitation of Liability</B>. <B>NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS
AGREEMENT FOR ANY DAMAGES OR CLAIMS FOR LOST PROFITS OR CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES.</LI>
<LI>Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.</LI>
<LI>Counterparts</B>. This Agreement may be executed in two or more
counterparts, each of which together shall be deemed an original, but all of
which shall constitute one and the same instrument.</LI></OL>
</OL>
</OL>

<P>IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of
the Effective Date written above.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=646>
<TR><TD WIDTH="48%" VALIGN="TOP">
<P>COMPASS BANK</P>
<P>By:<U> /s/ illegible&#9; <BR>
</U>Title:<U> SVP, Division Manager&#9;<BR>
</U>Date:<U> 7/5/2001&#9;</U></TD>
<TD WIDTH="52%" VALIGN="TOP">
<P>E-LOAN, Inc.</P>
<P>By:<U> /s/ Stephen M. Herz&#9; <BR>
</U>Title:<U> SVP Consumer Loans&#9;</U><BR>
Date:<U> 7/3/2001&#9;</U></TD>
</TR>
</TABLE>

<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;/s/ Matt Roberts</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;CFO</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;7/3/01</P>

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<B><FONT SIZE=4 color="#0000FF"><P ALIGN="CENTER">
CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY</FONT></B>

<P ALIGN="JUSTIFY"> [ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.


<B><U><P ALIGN="CENTER">EXHIBIT A</P>
</U><P ALIGN="CENTER">Documents to be Submitted by E-Loan with Offers to Sell a
Loan</P></B>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>Product: <BR>
Loan amount: <BR>
Term:</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>Make:*<BR>
Model:<BR>
Year:<BR>
Vehicle Mileage:*</P>
<P>*for refinance Loans only</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<U><P>Primary Applicant Information</U>:</P>
<P>Primary applicant name: <BR>
Primary applicant SSN: <BR>
Primary applicant score: <BR>
Birthdate:</TD>
<TD WIDTH="50%" VALIGN="TOP">
<U><P>Co-Applicant Information</U>:</P>
<P>Co-applicant name: <BR>
Co-applicant SSN: <BR>
Co-applicant score: Birthdate:</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>Current residence: Home phone number: Time at current residence:
Rent/Mortgage payment: Residence status (rent/buy):</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>Current residence: Home phone number: Time at current residence:
Rent/Mortgage payment: Residence status (rent/buy):</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP"><DIR>

<P>If less than 2 years at current residence: Previous residence: Time at
previous residence:</DIR>
</TD>
<TD WIDTH="50%" VALIGN="TOP"><DIR>

<P>If less than 2 years at current residence: Previous residence: Time at
previous residence:</DIR>
</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>Name of Employer: Employer address: Employer phone: Occupation: Time on
job:</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>Name of Employer: Employer Address: Employer phone: Occupation: Time on
job:</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP"><DIR>

<P>If less than 2 years with current employer: Name of previous employer:
Previous employer address: Previous employer phone: Previous occupation: Time on
previous job:</DIR>
</TD>
<TD WIDTH="50%" VALIGN="TOP"><DIR>

<P>If less than 2 years with current employer: Name of previous employer:
Previous employer address: Previous employer phone: Previous occupation: Time on
previous job:</DIR>
</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>Gross monthly income:</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>Gross monthly income:</TD>
</TR>
</TABLE>

<B><P>Offer Expiration: Offer expires in two (2) hours from the time of submittal
of the above information to Correspondent.</P></B>


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CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY</FONT></B>

<P ALIGN="JUSTIFY"> [ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.



<B><U><P ALIGN="CENTER">EXHIBIT B</P>
</U><P ALIGN="CENTER">Purchase Criteria (attached rate sheet)</P>
</B><P>Customers that meet the General criteria will be considered for approval
by Correspondent. Customers meeting the general criteria while not meeting the
FastStart criteria will be sent to Correspondent for Approval. Customers meeting
both the General and FastStart criteria will be approved for Correspondent by
Eloan on a delegated underwriting basis.</P>
<B><P>General Criteria</P>
<P>&#9;[*]</P>
<P>FastStart Criteria</P>
<P>&#9;[*]</P></B>


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<B><FONT SIZE=4 color="#0000FF"><P ALIGN="CENTER">
CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY</FONT></B>

<P ALIGN="JUSTIFY"> [ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.


<B><U><P ALIGN="CENTER">EXHIBIT C</P>
</U><P ALIGN="CENTER">Information to be Included with Loan Confirmation</P>
</B><P>The Loan Confirmation will include the following:</P>
<P>For Approvals:</P>

<UL>

<UL>
<LI>Date and time of the credit decision </LI>
<LI>Application number </LI>
<LI>Decisioning Lender contact information </LI>
<LI>Applicant name (and Co-Applicant, if applicable) </LI>
<LI>Approved Amount </LI>
<LI>Maximum Loan to Value % (for new and used) </LI>
<LI>APR Rate (for new and used) </LI>
<LI>Term</LI></UL>
</UL>
<DIR>
<DIR>

<P>For Declinations:</P></DIR>
</DIR>


<UL>

<UL>
<LI>Date and time of credit decision </LI>
<LI>Application number </LI>
<LI>Decisioning Lender contact information </LI>
<LI>Applicant name (and Co-Applicant, if applicable) </LI>
<LI>Up to four (4) ECOA reasons for not approving the application as
submitted</LI></UL>
</UL>

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CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY</FONT></B>

<P ALIGN="JUSTIFY"> [ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.

<B><U><P ALIGN="CENTER">EXHIBIT D</P>
</U><P ALIGN="CENTER">Loan Documents</P>
</B><P>Note and Security Agreement (estimated) </P>

<UL>
<LI>Note and Security Agreement (final) </LI>
<LI>Copy of front and back of Documentary Draft </LI>
<LI>Drivers License(s) [where allowed by statute] </LI>
<LI>Proof of Insurance </LI>
<LI>Title Application </LI>
<LI>Sale Contract (New Vehicle) </LI>
<LI>Credit Application </LI>
<LI>Bill of Sale or Buyers Order (Used Vehicle) </LI>
<LI>Odometer Statement (Used Vehicle) </LI>
<LI>Warranty Certificate (if applicable)</LI></UL>

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<B><FONT SIZE=4 color="#0000FF"><P ALIGN="CENTER">
CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY</FONT></B>

<P ALIGN="JUSTIFY"> [ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.



<B><U><P ALIGN="CENTER">EXHIBIT E</P>
</U><P ALIGN="CENTER">Purchase Price</P>
</B><P>With respect to each Loan made, Correspondent shall pay E-LOAN the
following amounts via ACH into an account or accounts designated by E-LOAN:</P>

<UL>
<LI>Within 48 hours of Correspondent's receipt of the Required Documents for
such Loan, Correspondent shall pay E-LOAN the unpaid principal balance of each
Loan, plus accrued interest on such Loan from the date of presentment of the
draft through the Transfer Date. </LI>
<LI>A fee equal to [*] ("Origination Fee") for each Loan purchased under this
Agreement unless a buy down has occurred. E-Loan's compensation on contracts
that have been bought down will be calculated as [*] minus the basis point
difference between Correspondent's stated interest rate and the rate offered to
the customer multiplied by [*]. On or before the 10<SUP>th</SUP> of each month,
Correspondent shall pay ELOAN the aggregate Origination Fees for all loans made
in the prior calendar month pursuant to this Agreement. Notwithstanding the
foregoing, E-LOAN shall refund the Origination Fee to Correspondent for each
Loan that is prepaid in full within three (3) months from the date such Loan is
funded.</LI></UL>


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<B><FONT SIZE=4 color="#0000FF"><P ALIGN="CENTER">
CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY</FONT></B>

<P ALIGN="JUSTIFY"> [ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.


<B><U><P ALIGN="CENTER">EXHIBIT F</P>
</U><P ALIGN="CENTER">PRIVACY, CONFIDENTIALITY AND NON-SOLICITATION ADDENDUM</P>
</B><P>THIS PRIVACY, CONFIDENTIALITY AND NON-SOLICITATION ADDENDUM ("Addendum")
supplements and amends the contract of even date ("Agreement") between E-LOAN,
Inc. and ("Contracting Party"), and is effective as of the date of the
Agreement. In the event of a conflict between the terms of this Addendum and the
Agreement, the terms of this Addendum shall control. E-LOAN and Contracting
Party specifically agree as follows:</P>

<OL START=1>
<LI>Each party shall keep confidential all Nonpublic Personal Information
of the other party that is received or obtained during the negotiation or
performance of the Agreement, in accordance with the terms of this Addendum.
"Nonpublic Personal Information" shall include all personally identifiable
financial information and any list, description or other grouping of consumers,
and publicly available information pertaining to them, that is derived using any
personally identifiable financial information that is not publicly available.
"Personally identifiable financial information" means any information a consumer
provides to a party in order to obtain a financial product or service, any
information a party otherwise obtains about a consumer in connection with
providing a financial product or service to that consumer, and any information
about a consumer resulting from any transaction involving a financial product or
service between a party and a consumer. Personally Identifiable Information may
include, without limitation, a consumer's first and last name, physical address,
zip code, email address, phone number, social security&#9; number, birth date,
and any other information that itself identifies or when tied to the above
information, may identify a consumer.</LI>

<LI>Each party's Privacy Notices and Privacy Policies are consistent with the
Federal Trade Commission's procedures or rules, as applicable, and comply with
acceptable trade practices. In addition, each party acknowledges and agrees not
to disclose, share, rent, sell or transfer to any third party any Nonpublic
Personal Information, except as specifically required to satisfy the disclosing
party's contractual obligations to the other party, provided that such
disclosure would not violate existing law or the privacy policy of either party.
Each party also agrees not to contact or solicit (for example, by means of
advertising, telemarketing or e-mailing) any of the other party's customers
except to the extent the other party's customers are, as of the time of the
proposed solicitation, also customers of the soliciting party, and except for
such contacts or solicitations to the public generally (whether nationwide or by
region) that are not based on Nonpublic Personal Information of the other party
that is received or obtained during the negotiation or performance of the
Agreement.</LI>

<LI>It is understood and agreed to by each party that any exchange of Nonpublic
Personal Information under this Addendum shall be solely for the purpose of
negotiating or performing the Agreement, arid shall be provided only to those
authorized individuals of a party who are directly involved in negotiating or
performing the Agreement and who are provided with a copy of this Addendum and
directed by the receiving party to treat such information
confidentially.</LI>


<LI>Each party agrees to be responsible for any breach of this Addendum by any
of its directors, officers, employees, agents or advisors (including without
limitation, attorneys, accountants, consultants, bankers and financial
advisors). In the event a party discovers that the other party's Nonpublic
Personal Information has been used in an unauthorized manner or disclosed in
violation of this Addendum, upon discovery of the unauthorized use or disclosure
the disclosing party shall immediately notify the other party of such event, and
shall indemnify and hold the other party harmless from all claims, damage,
liability, costs and expenses (including court costs and reasonable attorneys'
fees) arising or resulting from the unauthorized use or disclosure. In addition,
the non-disclosing party shall be entitled to all other remedies available at
law or equity, including injunctive relief.</LI>

<LI>Upon the request of the disclosing party, the other party shall promptly
return all Nonpublic Personal Information received in connection with the
transaction, and shall promptly destroy such materials containing such
information (and any copies, extracts, and summaries thereof) and shall further
provide the other party with written confirmation of such return or destruction
upon request.</LI></OL>

<B><P ALIGN="CENTER">Sample Rate Sheet</P>
</B><P>[*]</P>

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<B><FONT SIZE=4 color="#0000FF"><P ALIGN="CENTER">
CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY</FONT></B>

<P ALIGN="JUSTIFY"> [ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.


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