FY2002 10K Exhibit 10.37





                         Exhibit 10.37 



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ORIGINATOR MASTER COMMITMENT 

FOR ENHANCED AOT 

MASTER COMMITMENT [ ** ]

E-Loan, Inc. 

Seller/Servicer [ ** ]

This is a Master Commitment ("Master Commitment") #[ ** ], dated November 5,
2001, by and between the Federal Home Loan Mortgage Corporation ("Freddie Mac")
and E-Loan ("Originator"), Seller/Servicer #[ ** ]. This Master Commitment
establishes the terms and conditions under which Mortgages originated by
Originator will be eligible for purchase by Freddie Mac from Wells Fargo Home
Mortgage, Inc. ("Direct Seller") under the Enhanced AOT Uttering. The sale and
servicing of Mortgages under this Master Commitment shall be governed by the
terms and requirements of the applicable Purchase Documents, as that term is
defined in the Freddie Mac Sellers' and Servicers' Guide (the "Guide").

The provisions of Master Agreement #[ ** ] shall apply to and be incorporated
into this Master Commitment.



	 General
Terms

	Enhanced AOT Offering. The Tri-Party Enhanced AOT Agreement, in the
form attached hereto as Exhibit A, has been entered into by Originator, Direct
Seller (as defined in the Enhanced AOT Agreement), and Freddie Mac and is
incorporated herein and made a part hereto.

Originator has entered into this Master Commitment to originate Mortgages
eligible for purchase by Freddie Mac. Under the Enhanced AOT Offering,
Originator will sell such Mortgages ("Originator Mortgages") to Direct Seller
with servicing released at a price to be negotiated between Originator and
Direct Seller. Direct Seller will sell such Mortgages to Freddie Mac under a
Master Commitment negotiated between Direct Seller and Freddie Mac ("Direct
Seller AOT MC"). Under the Direct Seller AOT MC, Direct Seller will sell the
Mortgages to Freddie Mac using the Required Spread negotiated between Freddie
Mac and Originator and stated below.

	Defined Terms.  All capitalized terms not otherwise defined herein
have the meanings set forth in the Guide unless clearly indicated otherwise.
This Master Commitment and all supplements and amendments shall be considered
Purchase Documents.

	Eligible Mortgage Products. Originator may originate for sale by
Direct Seller to Freddie Mac through this Enhanced AOT Offering, the following
mortgage products (the "Mortgages"):

15-year fixed rate Mortgages;

20-year fixed rate Mortgages; and

30-year fixes rate Mortgages.



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	Master Commitment Amount.  The dollar amount of this Master
Commitment shall be $500 million ("Master Commitment Amount").

	Delivery.  Mortgages shall not be delivered by Originator to Freddie
Mac under this Master Commitment. In order for Mortgages to be delivered to
Freddie Mac, Originator must sell the Mortgages to Direct Seller for delivery
under the Direct Seller MC. Mortgages originated by Originator and delivered
under the Direct Seller MC will be applied toward the Master Commitment
Amount.

	Minimum Servicing Spread.  The Minimum Servicing Spread for Mortgages
sold pursuant to the terms of this Master Commitment shall be [ ** ]basis points
(.[ ** ] percent).

	Required Delivery Date. The sale of Mortgages to Freddie Mae through
Direct Seller under the terms of this Master Commitment is optional and all
deliveries shall be made by February 28, 2001.

	Purchase Tolerance/Pair-off. Purchase by Freddie Mac of at least 90
percent of the Master Commitment Amount, will constitute fulfillment by Seller
of the purchase requirements under this Master Commitment. In addition, Freddie
Mac shall purchase Mortgages otherwise eligible for purchase with an aggregate
unpaid principal balance not to exceed 100 percent of the Master Commitment
Amount. Such purchase tolerances shall apply notwithstanding the purchase
tolerances set forth in Section 11.5 of the Guide.

	Required Spreads. The Required Spreads for Mortgages sold by Direct
Seller to Freddie Mac under the Guarantor Program or Multilender Program
are:


	
15-year Fixed-rate Mortgages 
	
[ ** ]basis points 

(.[ ** ] percent)]

	
20-year Fixed-rate Mortgages
	
[ ** ]basis points 

(.[ ** ] percent)]

	
30-year Fixed-rate Mortgages
	
[ ** ]basis points 

(.[ ** ] percent)]






These Required Spreads reflect Seller's participation in Freddie Mac's Gold
Remittance Cycle.

Originator agrees to provide Direct Seller with the Required Spreads stated
above when selling Mortgages to Direct Seller for delivery to Freddie Mac under
the Enhanced AOT Offering.


	 Special
Mortgage Provisions

	Accuracy of Information.  Originator represents and warrants that
all loan and servicing data provided to Direct Seller relating to the Mortgages
purchased by Freddie Mae pursuant to the Enhanced AOT Offering is true, correct
and complete in all respects.

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	Retention of Mortgage Files.  Originator represents and warrants that
it shall retain a copy of the origination Mortgage file for 12 months or
whatever timeframe required by applicable law or regulation, whichever is
greater.

	Validation of Information.  On a periodic basis, Freddie Mac will
provide reports describing the Mortgages that have been sold to Freddie Mac by
the Direct Seller that were originated under this Enhanced AOT Offering.
Originator should review that report and notify Freddie Mac within 30 of receipt
of any errors or discrepancies on the report. If Originator does not notify
Freddie Mac of any errors or discrepancies, Freddie Mac will deem such Mortgages
to be Originator Mortgages under the Tri-Party Enhanced AOT Agreement.


	 Additional Special Provisions for this Master
Commitment

[Reserved for any special instructions the Originator
needs to provide Seller 

or any additional terms]


	 Concluding Provisions

The terms, provisions, and any waiver(s) of Guide requirements set
forth in this Master Commitment are expressly conditional upon compliance by
Originator with the warranties and representations under this Master Commitment,
the Guide, and the Purchase Documents. In the event of a breach by Originator of
any such warranty or representation, Freddie Mac may immediately revoke this
Master Commitment in whole or in part for future deliveries.


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	 Signature and Return

In order to accept and confirm this Master Commitment, duplicate
originals of this Master Commitment must be executed by Originator and one
executed original returned by November 29, 2001, to:

Ruth Kuizon - Contract Specialist

   Federal. Home Loan Mortgage Corporation 

21700 Oxnard Street, Suite 1900 

Woodland Hills, CA 91367



IN WITNESS WHEREOF, the duly authorized officers of Originator and Freddie
Mac have executed this Master Commitment as of the date first written above.

FEDERAL HOME LOAN MORTGAGE CORPORATION
By:               /s/

Joel VanRyckeghen

Vice President, Sales


E-LOAN, INC.
By:            /s/

Name:  Steven M. Majerus

Title:  S.V.P. Capital Markets

Date:  11/12/01



















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EXHIBIT A

TRI-PARTY ENHANCED AOT AGREEMENT

This Agreement is made by and among [ORIGINATOR],
S/S# [ORIGINATOR'S SELLER NUMBER] ("Originator"), Wells Fargo Home Mortgage,
Inc., S/S# [ ** ] ("Direct Seller"), and the Federal Home Loan Mortgage
Corporation, ("Freddie Mac") this [DAY] day of [MONTH, YEAR] (the
"Agreement").

RECITALS

(A)Originator and Freddie Mac desire to enter
into a special Master Commitment (the "Originator MC") which contains certain
terms and conditions pursuant to which Originator may originate Mortgages
eligible for purchase by Freddie Mac ("Originator Mortgages"); 

(B)Originator and Direct Seller desire to enter into the
Wells Fargo Funding Loan Purchase Agreement pursuant to which Direct Seller will
purchase the Originator Mortgages from Originator and sell much Mortgages to
Freddie Mac;

(C)Direct Seller and Freddie Mac desire to enter into a
special Master Commitment (the "Direct Seller MC") which contains certain terms
and conditions pursuant to which Direct Seller shall sell the Originator
Mortgages to Freddie Mac;

(D)Originator desires to assign certain of its rights
under the Originator MC to Direct Seller so that Direct Seller may incorporate
the Required Spreads and other terms as necessary, into the Direct Seller MC and
use the combined terms and conditions from both the Originator MC and the Direct
Seller MC to sell the Originator Mortgages to Freddie Mac; and

(E)Originator, Direct Seller and Freddie Mac are all
willing to participate in Freddie Mac's Enhanced AOT offering subject to the
terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the premises, mutual
promises and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the parties hereto, the parties agree as
follows:


1.The Recitals are true and correct.


2.Originator hereby assigns certain of its rights under
the Originator MC to Direct Seller so that Direct Seller may incorporate the
Required Spreads (and other terms necessary) from the Originator MC into the
Direct Seller MC and sell the Originator Mortgages to Freddie Mac under the
Direct Seller MC and Direct Seller's Seller/Servicer number.  Notwithstanding
the immediately preceding sentence, Originator expressly reserves the right to
agree to amendments to Originator's Purchase Documents, from time to time.
Originator and Direct Seller also agree that this Agreement shall be
incorporated into and become part of the Originator MC, or related Originator's
Master Agreement and Direct Seller's MC.


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3.Direct Seller hereby accepts such assignment from
Originator and agrees that Direct Seller shall sell all Originator Mortgages it
purchases from Originator to Freddie Mac under the Direct Seller MC, as
supplemented by the Required Spreads (and other terms as necessary incorporated
from the Originator MC.

4.Direct Seller acknowledges and agrees that Originator
has served the right to agree to amendments to Originator's Purchase Documents,
from time to time.

5.Freddie Mac hereby gives its consent to the assignment
by Originator to Direct Seller; provided that, (i) originator and Direct Seller
comply with all of the requirements of this Agreement and the applicable
Purchase Documents, and (ii) Originator and Direct Seller acknowledge and agree
that Freddie Mac reserves the right to revoke its consent to the assignment at
any time and in its sole discretion.

6.Originator and direct Seller agree that Originator
shall notify Direct Seller of any amendment to Originator's purchase Documents
prior to its execution of any amendment to Originator's Purchase Documents.
Direct Seller acknowledges and agrees that, (i) Freddie Mac has not duty or
obligation to notify Direct Seller of any amendment to Originator's Purchase
Documents, (ii) Originator shall be Direct Seller's agent for purposes of
receiving notice of any such amendment to Originator's Purchase Documents, (iii)
Direct Seller shall be deemed to have notice of and be bound by any amendment to
the Originator's Purchase Documents, and (iv) all Originator Mortgages delivered
and sold by Direct Seller on or after the effective date of any such amendment
shall comply with the Originator's Purchase Documents, as amended.  With respect
to any such amendment to the Originator's Purchase Documents, Originator
represents and warrants that it has notified and, if required under the Wells
Fargo Funding Loan Purchase Agreement, received approval of the terms and
conditions of the amendment from Direct Seller.

7.Without changing the Originator's duty to notify direct
Seller as set forth in the immediately preceding paragraph 6, Originator agrees
that Freddie Mac may, as a courtesy to Direct Seller, but not as a duty or
obligation, electronically transmit via the internet to Direct Seller's email
address set forth below an unsigned copy of any such  amendment to the Special
Master Commitment(s) or Originator's other Purchase Documents.  Freddie Mac
shall not be responsible for the failure of any telecommunications company or
cable company to properly, accurately and promptly transmit any such email.

8.Direct Seller represents, warrants and covenants that
(i) as of the Delivery Date and through and including the Settlement Date,
Direct Seller shall be the sole owner of the Originator Mortgages delivered to
Freddie Mac and (ii) all such Mortgages are free and clear of any and all
security interests, claims and encumbrances of any other party including, but
not limited to, the Originator.


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9.Direct Seller agrees that it shall, (i) as of the
Settlement Date, convey and transfer to Freddie Mac all of Direct Seller's
right, title and interest in the Originator Mortgages delivered to Freddie Mac,
and (ii) on and after the Settlement Date, service the Originator Mortgages.

10.Originator acknowledges and agrees that Originator has
received from Direct Seller the reasonably equivalent value of and the fair
consideration for the Originator Mortgages and Originator has no right, title or
interest in the Originator Mortgages or the servicing rights to such
Mortgages.

11.Originator represents and warrants to Direct Seller
and their successor and/or assigns that all Originator Mortgages comply with all
of Freddie Mac's requirements in Originator's Purchase Documents including, but
not limited to, requirements regarding loan documentation, legal enforceability,
first lien priority status, the Borrower's income and credit qualifications, the
Borrower's source and amount of downpayment, the value and acceptability of the
collateral and overall Mortgage eligibility.  originator represents and warrants
to Direct Seller that, with respect to each mortgage sold to Direct Seller under
the Wells Fargo Funding Loan Purchase Agreement, the Originator has provided
Direct Seller with all data, information and detail necessary to process the
delivery of the mortgage to Freddie Mac.  such data, information and detail
shall include, but not be limited to, those items described in Chapter 17 of the
Freddie Mac Single-Family Seller/Servicer Guide.

12.Originator and Direct Seller acknowledge and agree
that Freddie Mac's purchase of the Originator Mortgages from Direct Seller shall
be in complete reliance upon Originator's representations and warranties in the
immediately preceding paragraph 11.  Originator agrees that Freddie Mac, as the
assignee of Direct Seller, shall have the right to pursue its remedies under
Originator's Purchase Documents directly against Originator.  Furthermore,
Originator agrees that Freddie Mac (i) is the intended beneficiary of
Originator's representations and warranties under the Originator's Purchase
Documents and this Agreement and (ii) shall not be required to first pursue
any remedies for misrepresentation or breach of warranty against Direct Seller
before pursuing its rights and remedies against Originator.  Originator also
agrees that Freddie Mac's rights as an intended beneficiary of Originator's
representation and warranties shall vest on the Settlement Date.

13.In the event Freddie Mac determines that any
representation by Originator is untrue or that any of Originator's warranties
have been breached, Freddie Mac will pursue its remedies under the Purchase
Documents directly against Originator.  Originator and Freddie Mac acknowledge
and agree that Freddie Mac will not hold Direct Seller responsible for any
misrepresentation or breach of warranty by Originator with respect to any
Originator Mortgage regarding loan documentation, legal enforceability, first
lien priority status, the Borrower's income and credit qualifications, the
Borrower's source and amount of downpayment, the value and acceptability of the
collateral or overall Mortgage eligibility.  to accommodate Freddie Mac quality
control reviews, Originator agrees to retain copies of the origination file of
each Originator Mortgage for a period of 12 months after the Originator
Mortgage's origination date, or the amount of time required by law or
regulation, whichever is greater.


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14.Originator, Direct Seller and Freddie Mac agree that
as of the Settlement Date:
(i)Originator shall be solely responsible for all
representations, warranties, covenants and requirements under the Originator's
Purchase Documents with respect to loan documentation, legal enforceability,
first lien priority status, the Borrower's income and credit qualifications, the
Borrower's source and amount of downpayment, the value and acceptability of the
collateral and the overall eligibility of each Originator Mortgage.
Notwithstanding any provisions of the Originator Purchase Documents to the
contrary, Originator shall remain solely responsible for all such
representations, warranties covenants and requirements with Freddie Mac
specifically and expressly releases Originator in writing;

(ii)Direct Seller shall be fully responsible for, (A) all
representations, warranties, covenants and requirements regarding the delivery
of Mortgage loan documents and loan data, Note endorsements, and mortgage file
contents under the Direct Seller's Purchase Documents and (B) the
representation, warranties and covenants made hereunder, and

(iii)Direct Seller shall be fully responsible for, (A)
all servicing representations, warranties, covenants and requirements regarding
the Direct Seller's Purchase Documents and (B) the representation, warranties
and covenants made hereunder.



15.In the event of a transfer of servicing of any
Originator Mortgages, (i) Originator shall continue to be fully and solely
responsible for all representations, warranties, covenants and requirements
under the Originator's Purchase Documents with respect to the loan
documentation, legal enforceability, first lien priority status, the Borrower's
income and credit qualifications, the Borrower's source and amount of
downpayment, the value and acceptability of the collateral and the overall
eligibility of each Originator Mortgage until Freddie Mac specifically and
expressly releases Originator in writing, notwithstanding any provision of the
Guide, Form 960, Form 981 or other Originator Purchase Documents to the
contrary; and (ii) the servicing transferor shall be released from the servicing
representations, warranties covenants and requirements in accordance with
Freddie Mac's Guide requirements.

16.Notwithstanding anything contained in this Agreement
or the Originator Purchase Documents to the contrary, the Servicer of the
Originator Mortgages will always be solely responsible for providing Freddie
Mac's Quality Control Department with mortgage loan files in accordance with the
Guide requirements.

17.The parties hereto agree that capitalized terms used
in this Agreement and not otherwise defined herein shall have the meanings
ascribed to them in the Freddie Mac Single-Family Seller/Servicer Guide, as
amended and supplemented by Freddie Mac Sellers' and Servicers' Bulletins
published prior to the date of the Master Agreement.  References to chapters or
sections of the Guide shall be deemed to be references to such chapters or
sections as Enhanced by Freddie Mac Sellers' and Servicers' Bulletins.


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18.In the event that (i) Originator and Direct Seller
fail to comply with the provisions of this Attachment, or (ii) there is a breach
of warranty or a representation made under this Agreement or other applicable
Purchase Documents is determined to be same, Freddie Mac may, at its option and
in its sole discretion, exercise any of its remedies at law or under the
applicable Purchase Document, including, but not limited to, the right to
terminate a parties Master Agreement and any Master Commitments issued
thereunder upon written notice to the affected party.

19.This Agreement will terminate upon the earlier of (i)
90 days from written notice to the parties by Freddie Mac, or (ii) the
termination dates contained in the Originator's Master Agreement incorporating
this Agreement.


20.Notices shall be sent, faxed or electronically
transmitted as follows:
(a) To Originator:
[CONTACT]

[TITLE]

[ORIGINATOR NAME]

[ADDRESS]

[CITY, STATE ZIP]



(b)To Direct Seller:
Ms. Mary Blue

Senior Vice President

Wells Fargo Home Mortgage, Inc.

100 South 5th Street

Minneapolis, MN  55402



(c)To Freddie Mac:
Mr. Brian Swan

Director of Customer Services

Freddie Mac

333 West Wacker, Suite 2500

Chicago, IL  60606







21.Originator and Direct Seller agree that the terms of
this Agreement are hereby deemed to be "confidential information" as described
in Section 2.16 of the Guide and further agree to comply with the
confidentiality requirements set forth therein.


22.Originator and Direct Seller hereby indemnify and hold
Freddie Mac harmless from and against any damages, liabilities, judgments,
claims, counterclaims or defenses to which Freddie Mac may become subject, which
arise out of or occur in connection to this Agreement.


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IN WITNESS WHEREOF, Originator, Direct Seller and Freddie Mac
have caused this agreement to be executed by their duly authorized
representatives as of the date first set forth above.



FEDERAL HOME LOAN MORTGAGE CORPORATION


By:  ______________________

    Name

   Vice President - Sales


 [ORIGINATOR]


By: ___________________________

    Type Name: ___________________________

    Title: _____________________

    Date: ______________________

    WELLS FARGO HOME MORTGAGE, INC.

By: ___________________________

    Type Name: ___________________________

    Title: _____________________

    Date: ______________________


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ORIGINATOR MASTER COMMITMENT
FOR

ENHANCED AOT OFFERING

MASTER COMMITMENT NUMBER [ ** ]

E-Loan, Inc. 

Dated: November 5, 2001

 

SECTION I. GENERAL TERMS

SECTION II. SPECIAL MORTGAGE PROVISIONS

SECTION III. ADDITIONAL SPECIAL PROVISIONS FOR THIS MASTER COMMITMENT

SECTION IV. CONCLUDING PROVISIONS

SECTION V. SIGNATURE AND RETURN

EXHIBIT A - TRI-PARTY ENHANCED AOT AGREEMENT


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