FY2002 10K Exhibit 10.97





                         Exhibit 10.97 



                                  * Confidential treatment requested





 

 

AUTO LOAN ALLIANCE

PROGRAM AGREEMENT

(DIRECT LOANS)



This AUTO LOAN ALLIANCE
PROGRAM AGREEMENT ("Agreement") is made as of the 17th day
of January 2003 ("Effective Date"), by and between HOUSEHOLD
AUTOMOTIVE CREDIT CORPORATION, a Delaware corporation whose principal office
is at 5585 Copley Drive, San Diego, California 92111 (herein
"Household"), and E-LOAN, INC., a Delaware corporation
with offices at 5875 Arnold Road, Dublin CA 94568 (herein
"Company").



Preamble.  Company and Household are each engaged in
the business of originating loans secured by motor vehicles.  Company and
Household desire to enter into an arrangement whereby Household will purchase
from Company certain loans with consumers secured by motor vehicles which meet
Household's criteria pursuant to the terms and conditions of this Agreement.



In consideration of the mutual benefits to be derived from
this Agreement, the promises, agreements, representations, warranties and
covenants contained in this Agreement and other good and valuable consideration
the receipt of which is hereby acknowledged, Company and Household agree as
follows:



1. DEFINITIONS.  As used in this Agreement, in the
Exhibits, Schedules and any other attachments hereto, and in addition to the
terms defined elsewhere in this Agreement, the following words have the
following meanings, whether used in the singular or plural:



1.1  Affiliate means any person or entity which
directly, or indirectly through one or more intermediaries, owns or controls, is
owned or controlled by, or is under common control or ownership with, Company or
Household, respectively, or their respective ultimate parent.



1.2  Application means an application for a
Contract, that generally satisfies the Basic Credit Guidelines relating to the
proposed Contract.



1.3  Approved Application means an Application
that has been received by Company and submitted to Household for underwriting
review, which Household has approved in writing (via facsimile or electronic
transmission) for purchase of the resulting Contract after the Contract is
funded by Company, which approval shall expire forty-five(45) days after the
date the approval is communicated to Company. 



1.4 Intentionally omitted.

1.5  Basic Credit Guidelines means the
general credit guidelines set forth in Exhibit B attached hereto
and incorporated herein, to be used by Company in determining whether to forward
Applications to Household or to some other creditor for credit review, which
guidelines may be modified or supplemented by Household from time to time in its
sole discretion.   Except when required to do so earlier because of a change in
law or other regulatory action, Household shall provide E-Loan with ten (10)
days written notice before changing the Basic Credit Guidelines.  Such changes
to the Basic Credit Guidelines shall only apply to Contracts where the
Application was received more than ten (10) days after Company receives the
written notice of the change.   

1.6   Blanket Assignment means the blanket
assignment of the rights of Company to Household in the form attached as
Exhibit C.


                                  * Confidential treatment requested




1.7  Business Day means Monday through
Friday, excluding Federal holidays on which either Company or Household is
closed.



1.8  Contract means a loan and security
agreement evidencing a direct loan for the purchase or refinancing of a new or
used Vehicle entered into between Company and an individual consumer or
consumers as Obligor relating to an Approved Application for personal, family or
household purposes; which contract is secured by the Vehicle being purchased or
refinanced and shall be in a form as the Parties mutually agree in writing.



1.9  Law(s) means all federal, state and
local laws, rules, and regulations as now in effect and as amended from time to
time, including without limitation, all consumer protection laws, the federal
Truth-in-Lending Act, the Equal Credit Opportunity Act
("ECOA"), the Fair Credit Reporting Act
("FCRA"), the Fair Debt Collection Practices Act, and
Title V of the Gramm-Leach-Bliley Act of 1999 and each of their respective
regulations.



1.10  Month means a calendar month.



1.11 Obligor means an individual consumer
or consumers who are obligated as the borrower(s) on a Contract.



1.12  Party or Parties means Company and/or
Household.



1.13  Program means the arrangement
under this Agreement whereby Company sells Contracts to Household, and Household
purchases said Contracts from Company, in accordance with the terms of this
Agreement.



1.14  Purchase Price means the
amount Household agrees to pay for a Contract which amount shall be the
principal amount of the Contract, plus such additional compensation as set forth
on Exhibit I , and shall exclude any documentary stamp taxes. 



1.15  Required Documents means the
Application, Contract, and all other documents listed on Exhibit E
attached hereto and a part hereof, each of which is required to be delivered to
Household with respect to the purchase of each Contract, as such documents may
be changed or supplemented from time to time by Household in its sole discretion
upon written notice to Company.



1.16 State(s) means the states set
forth in Exhibit F or such other states as the Parties may
mutually agree in writing from time to time. 



1.17  Term means the term of this
Agreement, which shall be the period consisting of the Initial Term (defined in
Section 7.1), and each Renewal Term (defined in Section 7.1).



1.18  Vehicle means a private
passenger motor vehicle, light truck, or van for personal, family or household
use and identified in the Basic Credit Guidelines as an eligible vehicle, and
serving as security for a Contract.

2.  APPLICATION, CONTRACT PURCHASE, TITLE PROCESS
& FUNDING.

2.1  Application Process. The Application form
shall contain an authorization or consent by the applicant that the Application
may be forwarded to Company at its address and to financial institutions other
than Company to obtain credit bureau information and to exchange credit
information.  Company shall follow its usual application process procedure for
each Application it receives, and may forward Applications reasonably expected
to meet the Basic Credit Guidelines, within a timely manner of Company's receipt
of such Application, to Household electronically for Household's consideration
in determining whether Household will purchase the prospective Contracts and, if
so, on what terms Household proposes to purchase such prospective Contracts.
Household has no obligation to inquire whether any Application fails to satisfy
Company's underwriting guidelines.  Household may review said Applications and
make a decision on whether to purchase the Contract resulting from the
Application.  Within two (2) hours of receipt of an Application for review
(except in circumstances where Household has suffered a computer system
failure), Household will communicate electronically said decision to the
Company, along with a clear description of any requirements in addition to those
set forth in this Agreement that must be met in order for Household to purchase
the Contract (each a "Confirmation").  Company is not obligated to offer to sell
any Contracts or prospective Contracts to Household. 


                                  * Confidential treatment requested




2.2  Purchase of Contracts. Household shall be obligated to purchase
the prospective Contract(s) identified in a Confirmation, provided that (i) all
conditions set forth in the Confirmation are met; (ii) the contract meets all of
the Basic Credit Guidelines and the Company has provided all of the Required
Documents; and (iii) the Contract is funded by Company prior to expiration of
the Confirmation. If Company does not fund a prospective Contract and fulfill
all conditions set forth in the preceding paragraph within forty-five (45) days
of Company's receipt of the Confirmation, the Confirmation shall expire, and
Household shall have no obligation to purchase the Loan. Upon expiration of a
Confirmation, Company shall be free to sell or offer to sell the subject
Contract to any other person. In the absence of a Confirmation issued by
Household with respect to a Contract, Household is not obligated to purchase any
Contract offered for sale by Company.  Household will purchase a Contract only
under the following circumstances:  (i) Household has agreed to purchase the
prospective Contract under the terms contained in Section 2.1 of this Agreement;
(ii) Company has delivered to Household the originals of the Contract and all
properly completed Required Documents related to such Contract in a commercially
reasonable time, in no event to exceed forty five (45) days after Household's
credit approval; (iii) and all other requirements that must be met in order for
Household to purchase the Contract have been satisfied including all of the
requirements of the Basic Credit Guidelines; (iv) Company has complied with the
provisions of this Agreement, and is not in default of this Agreement; and (v)
no scheduled payments have been received by the Obligor under the Contract.
Household shall pay Company the Purchase Price in the manner, and by the time
limits set forth in Exhibit I. Upon receipt by Company of the Purchase
Price for a Contract, Company shall assign the Contract and all rights,
benefits, payments, proceeds and obligations from the Contract, together with
any lien or security interest in the Vehicle serving as security for the
Contract to Household All Contracts sold under this Agreement shall be sold on a
servicing released basis without recourse to Company, except for the
representations, warranties, covenants and agreements set forth in this
Agreement.  Any waiver of these requirements by Household in purchasing one or
more Contracts will not apply to future transactions. Household may refuse to
purchase any Contract if all of Household's requirements for purchase are not
satisfied in a timely manner.  The sale of a Contract by Company to Household
pursuant to this Agreement also constitutes an assignment to Household of all
rights and interests that Company has at any time regarding the Contract,
including not limited to, the lien in the related Vehicle, the ownership of the
Contract and related documents, the right under insurance policies issued for
the benefit of the related Vehicle or the Obligor.  To further this assignment,
Company agrees to complete, execute and deliver to Household a continuing and
blanket assignment of all of the Contracts purchased and to be purchased in the
future by Household ("Blanket Assignment"); which Assignment shall be
in the form attached hereto as Exhibit C.



2.3  Ownership of Contracts.  Upon delivery to and
acceptance of a Contract by Household, and payment by Household of the Purchase
Price for the Contract to Company pursuant to this Agreement, the Contract shall
be owned and controlled exclusively by Household, and Company shall have no
interest in or to such Contract.  Company hereby constitutes and appoints
Household as its true and lawful attorney for the limited purpose to identify
Household or its Affiliate as the assignee and owner of said Contract and the
related Vehicle lien, on behalf of Company, upon each Contract and to endorse
the name of Company on payment checks applicable to Contracts.  Company shall
deliver to Household the Power of Attorney described in Section 2.7 below.
Household hereby constitutes and appoints Company as its true and lawful
attorney for the limited purpose to endorse the name of Household on payment
checks applicable to Contracts not ultimately purchased by Household and the
Vehicle titles for related Contracts. Household further agrees to promptly re-
endorse in favor of Company any payment checks endorsed in error to Household,
and Company agrees to promptly re-endorse in favor of Household any payment
checks endorsed in error to Company and overnight to Household upon receipt.


                                  * Confidential treatment requested




2.4  Funding. Company shall fund the Obligor or
Obligor's designated dealer (or the lienholder on the Obligor's Vehicle in the
case of a refinancing) for each Contract, and shall indemnify and hold Household
harmless with respect to any and all amounts due or owing to the Obligor with
respect to a Contract purchased by Household.  Within twenty-four (24) hours of
Household's receipt of the Contract and all other related Required Documents,
Household will pay Company via automated clearing house ("ACH")
transaction (or other method of payment acceptable to the Parties) the Purchase
Price for Contracts .  Company's failure to pay Obligor (or the lienholder on
the Obligor's Vehicle in the case of a refinancing) within twenty-four (24)
hours of Household's payment to Company for such Contract shall be deemed a
material default of this Agreement and Household may exercise any and all
remedies available to it under this Agreement.  

 

2.5 Company's Compensation. In addition to the
Purchase Price and if not prohibited by applicable Law, Household will pay to
Company, as compensation for the services to be performed pursuant to this
Agreement, the compensation specified in Exhibit I. 

 2.6  Title & Insurance. For each Contract to
be purchased by Household, the Company or Household or its Affiliate, in
Household's discretion, will be named as the first lienholder on the Vehicle
certificate of title application or registration.  Company shall deliver said
titles disclosing Company as lienholder to Household within five (5) Business
Days of receipt by Company and in all cases no later than one hundred twenty
(120) days after Household has paid Company the Purchase Price for a Contract.
Company agrees that Household shall have an equitable lien which shall be
superior to any interest of Company in such Vehicle at the time Household pays
Company the Purchase Price for the Contract.

2.7  Power of Attorney.  Company shall deliver to
Household a Power of Attorney in the form of Exhibit G attached
hereto and made a part hereof.  Company hereby grants Household a limited power
of attorney to do any and all things necessary or appropriate in Company's name
to carry out the intent of this Agreement, including, but not limited to,
replacing Company as assignee on the Contract and as lienholder on the related
motor vehicle title to any Contract, disposing of any repossessed Vehicles
resulting from a Contract, or replacing Company as loss payee under the
insurance on the related motor vehicle.  

3.  OBLIGATIONS OF THE PARTIES.

3.1  Marketing.  On an ongoing basis, Company will
introduce and market the Program to consumers.  At its expense, Company will
produce marketing materials to promote the Program and all such materials that
include the name "Household" or any of Household's trademarks, or refer to
Household in any way, will be subject to prior review and approval by the
Parties.

3.2  Notices; Compliance with Law.  Each Party
shall send any required adverse action notices and any other notices to the
applicant of an Application as may be required by applicable Law as a result of
its respective credit review of an Application.  Each Party will perform all of
its activities, obligations and responsibilities contemplated under this
Agreement in compliance with all applicable Laws.

3.3  Reports.  To the extent allowed by applicable
Law, each Party shall provide the other Party with such reports as the Parties
may mutually agree.  

3.4 Exclusivity; Non-Solicitation.  Neither
Household nor any Affiliate has any obligation to review or approve any
Application or any number of Applications, or to purchase any Contract or a
certain number of Contracts pursuant to this Agreement, and Household and/or its
Affiliates may receive applications or acquire contracts from other financial
institutions, banks, dealers or others.  From the date of this Agreement until a
Contract purchased by Household under this Agreement is paid in full, Company
agrees that neither it nor any of its Affiliates will directly solicit or offer
to the respective Obligors of the Contract any auto secured financial products,
the proceeds of which are intended to be used to pay off or refinance the said
Contract, including, without limitation, any retail installment contract, auto
secured loan or other credit product; except for solicitations wherein the
Obligor of a Contract initiates discussions with Company, or is coincidentally
included in a list of names derived from sources not including a list of persons
obligated on Contracts.  The provisions of this section shall survive the
expiration or termination of this Agreement.  


                                  * Confidential treatment requested


3.5  Contract Forms & Other Forms. The
parties shall mutually agree in writing on the Contract forms.  Company shall
provide prior written notice to Household of any changes to the form of
Contract(s) used by Company, and shall update the forms as necessary to comply
with applicable Law.



3.6  Books and Records.  Each Party has the right to
audit upon reasonable notice to the other (at the expense of the requesting
Party) during normal business hours the other's records, systems and procedures
relating to the Applications, Contracts, Contracts, adverse action notices, or
other matters pertaining to the Program as mutually agreed upon by the Parties.
Each Party shall reasonably cooperate with the other during such audit.



3.7  Record Retention.  Each Party shall maintain
data, information, records and documents required to be maintained by applicable
Law relating to Applications for twenty-five (25) months or such other time
period as is required by applicable Laws, or, upon written notice, such longer
period of time for which the requesting Party may be required to maintain such
data and information for legal or regulatory purposes.  If a Party shall request
that the other Party maintain such data and information for a longer period of
time, the requesting Party shall reimburse the other Party its reasonable costs
and expense in complying with such request.  Each Party shall provide to the
other Party, upon a Party's request, to the extent permitted by applicable Law,
copies of specified information, data, documents and records relating to any
Application residing on any of its databases or otherwise in its possession.



3.8  Assignment and Subrogation.  Company hereby
subrogates Household to any and all rights, remedies, warranties, recoveries or
causes of action it may have against any vehicle dealer, vehicle seller, vehicle
buyer, applicant, or Obligor with respect to any Application, Contract, whether
arising from any of the Applications, Required Documents, any contract between
Company and such party, or otherwise.  Company hereby assigns to Household any
and all rights, remedies, warranties, recoveries, or causes of action it may
have against any vehicle dealer, vehicle seller, vehicle buyer, applicant or
Obligor with respect to any Application or Contract, whether arising from any of
the Applications, Required Documents, any contract between Company and such
party, or otherwise.  It is the intention of the Parties that Household shall be
and is, pursuant to this Section, entitled to all rights and remedies of Company
with respect to the purchased Contracts.  Company will execute and deliver to
Household upon execution of this Agreement, the Blanket Assignment attached to
this Agreement as Exhibit C and made a part hereof.  



3.10  Household Criteria.  Household, in its sole
discretion, shall establish the criteria which must be met in order for a
Contract to be eligible for purchase by Household, including without limitation
credit standards, interest rates, applicable fees, discounts, advance rates and
all other terms and conditions.  The criteria may be changed from time to time
by Household upon notice to Company.  



3.11 Applicability.  This Agreement shall cover all
purchases of Contracts by Household from Company.  In the event of any conflict
or inconsistency between the terms of this Agreement and the terms of any
assignment executed in connection with a Contract, this Agreement shall
control.



3.12  UCC Financing Statements.
Company shall provide to Household upon the signing of this Agreement, but not
dated more than 20 days prior to the execution of this Agreement by Company, UCC
Financing Statement searches covering Company in the state where Company is
incorporated, in the state of the principal place of business of Company, and in
any state where Company takes possession of Contracts, and shall provide prior
to the funding of any Contract any Releases from any creditor or other party or
person with a security interest in any contracts acquired by Company, and
appropriate termination statements shall be filed if necessary to release such
liens.  Throughout the Term, Company shall give to Household notice of any
change of its principal place of business or state of incorporation or
organization.   


                                  * Confidential treatment requested




3.13Privacy.
Each Party shall not make any unauthorized disclosure of or use any personal
information of individual consumers other than to carry out the purposes for
which such information is received and each Party shall comply in all respects
with all applicable requirements of Title V of the Gramm-Leach-Bliley Act of
1999 and its implementing regulations. 



3.14Information Security.  Each Party has
developed, implemented and will maintain effective information security policies
and procedures that include administrative, technical and physical safeguards
designed to (1) ensure the security and confidentiality of confidential
information provided to the other Party, (2) protect against anticipated threats
or hazards to the security or integrity of such confidential information, and
(3) protect against unauthorized access or use of such confidential information.
Each Party's personnel handling such confidential information have been
appropriately trained in the implementation of such Party's information security
policies and procedures.  Each Party regularly audits and reviews its
information security policies and procedures to ensure their continued
effectiveness and determine whether adjustments are necessary in light of
circumstances including, without limitation, changes in technology, customer
information systems or threats or hazards to confidential information.   

4.  REPRESENTATIONS AND WARRANTIES. 



4.1 Mutual.  Each Party represents and warrants to
the other Party as of the date of this Agreement and as of each date that
Household purchases a Contract pursuant to this Agreement: (i) it is duly
organized, validly existing, and in good standing under the Laws of its
jurisdiction of incorporation and in each jurisdiction in which it originates
Contracts and, to the extent applicable, the Laws of the United States of
America, and each has all requisite power and authority to carry on its business
as now being conducted and to enter into and perform this Agreement; (ii) it is
duly qualified to do business in each jurisdiction where the nature of the
activities conducted therein, or the ownership of property therein, makes such
qualification necessary; (iii) it has and shall maintain all requisite licenses
and registrations to carry on the business contemplated by this Agreement; and
(iv) it will perform all of its activities, obligations and responsibilities
contemplated under this Agreement in compliance with all applicable Laws.  Each
Party shall be responsible to send any notices and disclosures required with
respect to its own review of credit applications.  Company and Household shall
comply in all respects with all applicable requirements of Title V of the Gramm-
Leach-Bliley Act of 1999 and its implementing regulations 



4.2  Representations and Warranties of Company.  As of
the date of this Agreement, and as of each and every date Company forwards an
Application to Household or offers a Contract to Household for acquisition under
this Agreement, as the case may be, and as of each and every date Household
acquires an Application or a Contract hereunder, and throughout the Term,
Company hereby represents and warrants to Household, it being acknowledged and
understood that each such representation and warranty is true and relates to
material matters upon which Household relied, and Company covenants and agrees,
as follows:



4.2.1  Organization.  Company is a corporation,
duly organized, validly existing, and 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.



4.2.2  Capacity; Authority; Validity.  Company has
the power, authority and legal right to execute, deliver, and perform this
Agreement and the transactions contemplated hereunder. The execution, delivery
and performance of this Agreement by Company have been duly authorized by all
necessary action, and this Agreement is enforceable against Company in
accordance with its terms, except only to the extent such enforceability may be
limited by bankruptcy, insolvency, reorganization, and other Laws relating to or
affecting creditors' rights generally and by general equity principles.


                                  * Confidential treatment requested




4.2.3Consents; Conflicts.  No consent or
approval of any other party or any governmental authority, bureau or agency is
required in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except such as have been obtained prior to the
event or circumstances for which it is required.  There is no pending claim,
cause of action, governmental action or litigation that, if determined adversely
to Company, would affect Company's ability to perform its obligations under this
Agreement.  This Agreement will not result in Company's or any Affiliate of
Company`s breach of any other agreement, instrument or relationship by which
Company or any Affiliate of Company is bound.  



4.2.4  Licenses.  Company is, and throughout the
term of this Agreement will remain, duly authorized and properly licensed under
all applicable Laws to transact business as presently conducted, and to perform
the transactions contemplated under this Agreement, and Company has full power
and authority to perform its obligations contemplated by this Agreement,
including but not limited to, holding the required licenses to purchase and hold
Contracts in the States.



4.2.5  Compliance with Law.  Company shall perform
all of its duties and obligations under this Agreement, and with respect to each
Application and each Contract, in compliance with all applicable Laws.  Without
limiting the scope of the foregoing provision, Company hereby represents that it
has complied with any and all requirements contained in the Fair Credit
Reporting Act with respect to disclosing information contained within a credit
bureau report to Household. 



4.2.6Insurance.  Company agrees to provide a
certificate of insurance evidencing commercial general liability in an amount
not less than $1,000,000 per occurrence and $2,000,000 aggregate; workers'
compensation insurance including employers' liability in an amount not less than
$500,000 per accident/disease; errors and omissions insurance in an amount not
less than $3,000,000; commercial blanket bond/crime (including fidelity) in an
amount not less than $1,000,000 per occurrence; and umbrella liability in amount
not less than $5,000,000 aggregate.  Company agrees to ensure that general
liability insurance and errors and omissions insurance includes personal injury
coverage for mental anguish, mental or emotional distress, discrimination,
slander, and invasion of privacy.



4.3  Representations, Warranties and Covenants of Company
as to Each Contract.   As of each and every date Company forwards a Contract
to Household for purchase under this Agreement, as the case may be, and as of
each and every date Household pays Company the Purchase Price for a Contract
hereunder, with respect to each Contract being purchased, Company hereby
represents and warrants to Household, it being acknowledged and understood that
each such representation and warranty is true and relates to material matters
upon which Household relied, and Company covenants and agrees, as follows:



4.3.1  Applications. The Application form contains
an authorization or consent by the applicant that the Application may be
forwarded to Company at its address and to financial institutions other than
Company to obtain credit bureau information and to exchange credit information.
Each Application shall be and is bona fide, valid, and genuine, and shall be and
is duly and properly executed by the parties shown as applicants who were, to
the best of the knowledge of the Company, competent and had full legal capacity
to enter into the Application at the time they executed the same; and no
Application has been obtained by fraud or fraudulent representations and no oral
or written agreement exists or will exist whereby any of the terms of any
Application has been varied in any way.  Company has provided to Household
simultaneously with the delivery of the Application all information received by
Company or of which Company has knowledge concerning each applicant, the
Application and the proposed transaction and has provided to Household all such
information received subsequent thereto. Company has no knowledge that any such
information is not true or accurate and the form of each Contract and
Application complies with all applicable Laws.



4.3.2  Qualifying Contracts The Contract is valid
and genuine and correctly and fully states the terms of the transaction between
Company and Obligor; each signature on the Contract and/or on all other
documents is genuine; and each Obligor has, at the time of entering into the
Contract, the full legal capacity to enter into the Contract and none of the
Obligors are minors or incompetent.


                                  * Confidential treatment requested




4.3.3 Vehicle Description.  The Vehicle described in
the Contract has been delivered to and accepted by the Obligor, and the title to
the Vehicle has never been branded a salvage, rebuilt, manufacturer's buy-back,
vehicle history on file, or lemon law title or otherwise subject to any Laws
regarding the same nor has the Vehicle been used for commercial transportation
or by law enforcement agencies.



4.3.4 Title. The Vehicle and the Contract,
respectively, are free of all liens, claims and encumbrances except Company's
lien which is now assigned to Household; the Contract is valid and enforceable
in accordance with its terms; and the amount stated in the Contract to be due
will in fact be due and payable at the time or times provided therein free of
any claims, defenses, setoffs or counterclaims.



4.3.5  Additional Products. All types of insurance,
warranty, service contracts, gap waivers or other products provided or arranged
by Company comply with all applicable Laws and regulations, and the purchase
price of any vehicle accessories, service contracts, insurance, warranties or
other goods and services represents the fair retail market value of such goods
and services, has not been overstated or inflated in any way and are not in
excess of amounts permitted by applicable Law.   All disclosures required by
applicable Law to be made concerning insurance and such other products or
services were complete and accurate and properly made, and all documents
required to be delivered at the time of signing the Contract have been
delivered. The parties acknowledge and agree that Company is a lender making
direct loans to Obligors, and Company does not and shall not sell, provide or
arrange for the sale of any Vehicle or any insurance coverage, warranty, service
contract, gap waiver coverage or other products ("additional products") relating
to Vehicles.



4.3.6  Disclosures.  All disclosures and notices
required by Law to be made to each Obligor were complete, accurate and properly
and timely made, and all documents required to be delivered at the time of
signing the Contract have been delivered.



4.3.7  Completed Contract. The Contract was completely
filled-in when signed by each Obligor, and each Obligor received a completed
copy of the Contract.



4.3.8  Contract Compliance. Company has complied with,
and the credit application, Contract and all other documents submitted by
Company and the related transaction conform with, all applicable requirements of
the Truth in Lending Act, Regulation Z, the Equal Credit Opportunity Act (ECOA),
Regulation B, the Fair Credit Reporting Act (FCRA), all Federal Trade Commission
(FTC) Rules, any and all applicable Laws.



4.3.9 Misstatements. Company has not made inaccurate,
untrue or misleading representations, warranties, statements, claims or comments
to the Obligor regarding the finance charge, including, without limitation,
obtaining the lowest or best interest rate available for the Obligor, or with
respect to any other material matter relating to the Contract.



4.3.10  Loss Payee.  The Vehicle serving as security
under the Contract is insured, commencing with the date of delivery of the
Vehicle to Obligor, in accordance with a physical damage insurance policy, in
accordance with the insurance requirements of the Contract.



4.3.11  Lien Perfection.  Company has caused to be
completed, at the time of Contract signing, all forms and documents necessary to
perfect a valid and enforceable first priority security interest of Company in
the Vehicle as required by applicable Law, and such documents have been
forwarded, within the earlier of (i) the state Law time frame for perfection or
(ii) 20 days from date of Contract, together with the appropriate fees, to those
public officials who are responsible for issuing the certificate of title or
registration, and Company has taken, or has caused to be taken, all other steps
required to perfect such lien or security interest in the name of Company,
Household or its designee.  Company further warrants that upon Household's
purchase of a Contract, Household shall have a perfected first priority lien in
the related Vehicle.


                                  * Confidential treatment requested




4.3.12  Additional Fees.  Company did not charge
Obligor for filing fees or other costs to public officials to perfect Company's
security interest in the Vehicle, except where allowed by Law, and Company did
not charge Obligor for any other fee, including documentary or processing fees,
except where allowed by Law and fully disclosed in the Contract. 



4.3.13  Obligor Payment.  The Company will not,
without the prior written consent of Household, accept collection of payments or
make payments on Contracts assigned to Household, repossess or consent to the
return of any property which is the subject of any such Contract, or modify the
terms of any such Contract.



4.3.14  Obligors.   To the best of Company's
knowledge, none of the Obligors, borrowers, endorsers, obligors, sureties or
guarantors on the Contracts are deceased, and none of such persons are the
subject of any proceedings between Company and such persons, including
bankruptcy.



4.3.15  Accounting Records. To the best of
Company's knowledge, the information that appears on Company's accounting and
all other pertinent records pertaining to any Contract accurately reflects the
true status of each Contract.



4.3.16   Information is True.  Company has
furnished to Household all information received relative to each Application and
Contract and to the best of Company's knowledge, such information is true,
unaltered and accurate, and no statements or information made or furnished to
Household are untrue, inaccurate or incomplete.



4.3.17Fees and Taxes.  Company will promptly
forward to the proper authorities all federal, state and local fees and taxes
due in connection with the sale and/or registration of each Vehicle.



4.3.18Intentionally omitted. 



4.3.19  Late Charges, NSF and Other Fees.  The late
charges, non-sufficient fund fees and other fees and charges set forth in the
Contract comply with the written instructions provided by Household to Company.




4.3.20  Future Communications and Payments.  Company
shall receive and hold in trust for Household and within twenty-four (24) hours
of receipt by Company forward to Household at a post office box specified by
Household any payment, notice, letter, or communication that Company may
receive regarding a Contract purchased by Household.   If such communication to
the Company is oral, Company shall inform Household of such communication by
telephoning Household at a telephone number specified by Household.



4.3.21  Incorrect Information. Company shall notify
Household if it becomes aware that any information, which Company provided to
Household with regard to an Application, Contract, Obligor is not true.    

4.4  Representations and Warranties of Household.
As of the date of this Agreement, and throughout the Term, Household hereby
represents and warrants to Company that:

4.4.1  Organization.  Household is a corporation,
duly organized, validly existing, and qualified and authorized to transact
business in, and in good standing under the Laws of the jurisdiction of their
organization and each jurisdiction in which they perform or will perform their
obligations under this Agreement, except such as have been or will be obtained
prior to the event or circumstances for which they are required or are otherwise
doing business or are otherwise exempt under applicable Law from such
qualification.


                                  * Confidential treatment requested




4.4.2  Capacity; Authority; Validity.  Household
has the power, authority and legal right to execute, deliver, and perform this
Agreement and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement by Household have been duly
authorized by all necessary action, and this Agreement is enforceable against
Household in accordance with its terms, except only to the extent such
enforceability may be limited by bankruptcy, insolvency, reorganization, and
other Laws relating to or affecting creditors' rights generally and by general
equity principles.  



4.4.3  Consents; Conflicts.  No consent or
approval of any other party or any governmental authority, bureau or agency is
required in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except such as have been obtained prior to the
event or circumstances for which it is required.  There is no pending claim,
cause of action, governmental action or litigation that, if determined adversely
to Household, would affect Household's ability to perform its obligations
hereunder.  This Agreement will not result in Household's default in any other
agreement, instrument, or relationship by which Household is bound.  



4.4.4  Licenses.  Household is duly authorized and
properly licensed under all applicable Laws to transact business as presently
conducted, except such licenses and authorizations as will be obtained prior to
the event or circumstances for which required.  Household will maintain (and
obtain prior to entry into a state mutually agreed upon by the Parties) all
necessary licenses required by applicable Law to conduct business as
contemplated by this Agreement.



4.4.5  Compliance with Law.  Household shall perform
all of its duties and obligations under this Agreement in compliance with all
applicable Laws.  With respect to Contracts acquired by Household, Household
shall charge, collect, and impose contract terms and conditions in compliance
with all applicable Laws, including without limitation, usury and disclosure
requirements



5.  COMPANY LIABILITIES AND INDEMNIFICATION AND
REMEDIEIS



5.1  Liabilities.  Household does not by virtue
of entering into or carrying out the terms of this Agreement or purchasing
Contracts assume any obligations of Company or any other person or entity except
those obligations of Company to Obligors expressly set forth in the Contract,
which obligations Household expressly assumes, subject to Company's warranty
that all other obligations of Company related to the Contracts have been
performed.  Without limiting the generality of the foregoing, Household
specifically does not assume any obligations relating to any of the following:



(i)  Taxes.  Any liability of Company for any tax of
any kind, accrued or accruing, with respect to the Contracts, including without
limitation any liability for income, sales, use or personal property taxes, but
excluding Florida Documentary Stamp Taxes, whether or not due and payable and
whether or not collected from Obligors relating to any period prior to
Household's purchase of a Contract:



(ii)  Contingent Liabilities.  Any liability of
Company arising at any time as a result of any claim pertaining to any act or
omission by Company or any of their agents or representatives.



(iii)  Transaction Expenses.  Any liability of Company
to make any payment or pay any taxes incurred in connection with this Agreement
or the transactions contemplated herein except for Florida Documentary Stamp
Taxes and except as specifically provided herein. 





All obligations, duties and liabilities of Company not
specifically assumed by Household pursuant to this Section 5.1 shall be the sole
responsibility of Company. 


                                  * Confidential treatment requested


5.2  Indemnification by Household.  Household
agrees to defend, indemnify, protect, save, keep, and hold Company and its
Affiliates, and their respective shareholders, directors, officers, employees,
representatives, agents, servants, successors and assigns harmless from and
against any and all, claims, losses, liabilities, damages, injuries, costs,
expenses, attorneys' fees, court costs and other amounts (collectively,
"Indemnified Items") arising out of or resulting from (i) Household's
breach of this Agreement; (ii) the failure of any representation or warranty of
Household contained in this Agreement to be correct; or (iii) the actions of
Household, its Affiliates, or their respective shareholders, directors,
officers, employees, representatives, agents, servants, successors and assigns
in connection with the Applications and Contracts.  Household shall assume the
settlement and defense of any suit or suits or other legal proceedings brought
to enforce all such Indemnified Items, and shall pay all judgments or settlement
amounts resulting from any such suit or suits or other legal proceedings,
together with all other costs and expenses, including, but not limited to,
attorneys' fees and other litigation costs. 

5.3  Indemnification by Company.  Company agrees
to defend, indemnify, protect, save, keep and hold Household and its Affiliates,
and their respective shareholders, directors, officers, employees,
representatives, agents, servants, successors, and assigns harmless from and
against any and all Indemnified Items arising out of or resulting from (i)
Company's breach of this Agreement; (ii) the failure of any representation or
warranty of Company contained in this Agreement to be correct; or (iii) the
actions of Company, its Affiliates, or their respective shareholders, directors,
officers, employees, representatives, agents, servants, successors and assigns
in connection with the Applications and Contracts.  Company shall assume the
settlement and defense of any suit or suits or other legal proceedings brought
to enforce all such Indemnified Items, and shall pay all judgments or settlement
amounts resulting from any such suit or suits or other legal proceedings,
together with all other costs and expenses, including, but not limited to,
attorneys fees and other litigation costs.  Household shall not be required to
seek any recourse against any security or Obligor before being entitled to
payment by Company.

5.4  Indemnification Procedures.  A Party which is
entitled to indemnification under this Section 5 is herein called the
"Indemnified Party" and the Party which is obligated under this
Section 5 to indemnify the other Party is herein called the
"Indemnitor". The Indemnified Party, after it obtains knowledge of any
claim, action, suit or proceeding or any threat thereof (collectively a
"Claim") for which it believes it is entitled to indemnification under
this Agreement, shall promptly notify the Indemnitor of such Claim in writing,
but in no event longer than ten (10) days after such knowledge.  The Indemnitor,
after it obtains knowledge of any Claim for which the other Party is entitled to
indemnification under this Section 5, shall promptly notify the Indemnified
Party of such Claim, but in no event longer than 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,
action, or suit covered by this Section 5.  The failure to notify shall not
relieve the Indemnitor from any liability which it may have to the Indemnified
Party or otherwise to the extent that the Indemnitor is not materially adversely
affected by such delay.  With respect to each such notice, the Indemnitor shall,
at the Indemnified Party's option, immediately take all action necessary to
minimize any risk or loss to the Indemnified Party including retaining counsel
satisfactory to the Indemnified Party and take such other actions as are
necessary to defend the Indemnified Party or to discharge the indemnity
obligations under this Section.  If the Indemnitor does not timely and
adequately conduct such defense, the Indemnified Party may, at its option, at
the expense of the Indemnitor, 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 5.  The Indemnitor shall pay on demand any
Indemnified Items incurred by the Indemnified Party.  Each Party shall fully
cooperate with each other in fulfilling the intent of this Section 5.  The
Indemnitor shall not settle any claim in which the Indemnified Party is named
without the prior written consent of the Indemnified Party; which consent shall
not be unreasonably withheld.  The Indemnified Party 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.

5.5  Purchase Obligations & Fee Reimbursement.
Contracts will be sold to Household without recourse to Company, except for the
representations, warranties, covenants and agreements set forth in this
Agreement.  Notwithstanding the foregoing, in the event there is a breach by
Company of any covenant, representation, warranty or agreement under this
Agreement which involves, relates to, or affects a Contract or the Application
relating thereto, Company shall purchase said Contract, on demand after thirty
(30) days right to cure any such breach that is susceptible to cure, for the
outstanding balance on the Contract (including principal plus accrued but unpaid
interest, collection and repossession fees and other amounts owed under the
Contract).  In the event of such purchase, Household agrees to assign to Company
such Contract without recourse to Household, and without representation or
warranties, expressed or implied.  The form of said assignment is attached
hereto as Exhibit H and made a part hereof.


                                  * Confidential treatment requested


5.6   Intentionally omitted.



5.7  Limitation of Liability. Notwithstanding any
other provision of this Agreement, including this Section 5, in no event shall
either Party be liable to the other under this Agreement for any damages or
claims for lost profits or consequential, incidental or punitive damages. 

5.8 Survival.  The provisions, agreements and
obligations of this Section 5 shall survive the expiration or termination of
this Agreement.  



6.  PROPRIETARY INFORMATION.  The Parties may
provide each other with information, whether in writing or orally, concerning
each Party or its respective Affiliates that is proprietary to the Party,
including, but not limited to, past, current or possible future products,
services, credit and other criteria, projects, business operations, marketing
ideas, objectives, methodology, strategy, financial data and results,
competitive advantages and disadvantages, processes, technology, specifications,
and trade secrets (herein collectively "Proprietary
Information"); provided however, that the term
"Proprietary Information" does not include information (a) which is
(or which becomes) generally available to the public for reasons other than as a
result of disclosure in breach of this Agreement, (b) which has been lawfully
disclosed by a third party who did not impose any restriction on disclosure, (c)
which has been independently developed by a Party or was rightfully possessed or
already known by a Party prior to the execution of this Agreement, (d) which is
developed independently by an employee, agent or contractor of that party
without using the Proprietary Information, or (e) which is required to be
disclosed by Law or court order, provided that the disclosing Party will
exercise reasonable efforts to notify the other Party prior to disclosure.
Except as otherwise provided in this Agreement, each Party agrees it will not
without the other Party's prior written consent (i) disclose the specific terms
of this Agreement except that either Party may make such disclosures as
appropriate to its Affiliates, auditors, consultants, or regulatory agencies, or
as compelled by Law and may disclose in general terms the relationship resulting
from this Agreement, or (ii) disclose to any third party any Proprietary
Information of the other Party for so long as the pertinent information or data
remains Proprietary Information, except as required, to perform its obligations
under this Agreement, or pursuant to a subpoena, including without limitation,
an administrative subpoena, a court order or other order or demand of a
governmental or regulatory agency or body.  Each Party will take reasonable
precautions to assure that Proprietary Information received from the other Party
will be held in confidence and disclosed only to those employees, agents or
contractors of the receiving Party who have a reason to know of this Agreement
or the Proprietary Information or whose duties reasonably relate to legitimate
business purposes or are to develop, implement and perform the transactions
contemplated by this Agreement. Each Party also agrees, upon the request of the
other Party, to return or destroy any such Proprietary Information of the other
Party and any copies or reproductions thereof upon expiration or termination of
this Agreement.  Notwithstanding the foregoing, in the event either further
sells or assigns the Contracts or any rights thereto or interest therein, such
Party may disclose such information as may be reasonably necessary or required
to effectuate such sale or assignment provided that such assignee agrees in
writing to be bound by the confidentiality provisions hereof prior to such
disclosure.  The provisions of this Section 6 shall survive the expiration or
termination of this Agreement for two (2) years after the effective date of
termination. 

7.  TERM AND TERMINATION.



7.1  Term.  The "Initial Term" of
this Agreement shall be for one (1) year commencing on the Effective Date of
this Agreement, subject to earlier termination as set forth below.  Thereafter,
this Agreement shall be automatically renewed for successive one (1) year
periods (herein "Renewal Terms") unless and until terminated as
provided below.


                                  * Confidential treatment requested




7.2  Termination.  Notwithstanding the foregoing,
this Agreement may be terminated as follows:



            (i)  by Household or Company, for
convenience, without cause, upon not less than thirty (30) days prior written
notice to the other; or



(ii) by either Party immediately upon written notice
to the other (a) if the other Party breaches any obligation, warranty,
representation, covenant, or agreement under this Agreement and the breaching
Party fails to cure such breach within thirty (30) calendar days of receiving
written notice of the breach from the other Party, or (b) if either Party has
reasonable cause to believe that the other Party will not be able to perform its
obligations under this Agreement, or (c) if there occurs a change of (25%) or
more of the ownership of the other Party or if a material adverse change occurs
in the financial condition of the other Party, or if the other Party is subject
to a dissolution, receivership, liquidation, insolvency, merger, consolidation,
reorganization, sale of substantially all of its assets, cessation of business,
voluntary or involuntary bankruptcy, or the placement by a state or federal
governmental agency on probation or restriction of its activities in any manner
which is the subject of, or affects the performance of the other Party under,
this Agreement.



7.3  Survival. It is understood and agreed that
the covenants, agreements, terms indemnifications, remedies, representations and
warranties set forth in Sections 3, 4, 5 and 6 of this Agreement and such other
provisions which by their meaning are intended to survive this Agreement shall
survive the delivery of each Contract, purchase or repurchase of any Contract
and the expiration or termination of this Agreement for any reason.  The
expiration or termination of this Agreement shall not affect the rights and
obligations of the Parties with respect to transactions and occurrences which
take place prior to the effective date of termination, except as otherwise
provided in this Agreement, and shall not be affected or limited by any waiver,
compromise, settlement, extension or variation of the terms of the Contract or
release of any Obligor, or guarantor by Household.  The parties' obligations
shall continue with respect to any Approved Applications for which Confirmations
that were issued prior to the effective date of Termination, until the pending
Confirmations expire. Household shall not be required to seek any recourse
against any security, Obligor or other before being entitled to payment by
Company.

8.  MISCELLANEOUS.

8.1  Independent Contractor Relationship.  The
relationship between Company and Household is that of independent contractor and
shall not be construed as a joint venture, partnership or principal-agent
relationship, and there is no intention to create any partnership, joint
venture, or principal-agency. This Agreement shall not be construed as authority
for either Party to act for the other in any agency or any other capacity or to
make commitments of any kind for the account of or on behalf of the other,
except as expressly set forth in this Agreement. Under no circumstances shall
any of the employees of one Party be deemed to be employees of the other Party
for any purpose.

8.2  Notices.  All notices and other
communications shall be in writing and shall be deemed given (i) three Business
Days after being deposited in the U.S. mail, first class, postage prepaid; (ii)
upon transmission, if sent by facsimile transmission; or (iii) upon delivery, if
served personally or sent by any generally recognized overnight delivery
service, and sent to the following addresses, or to any other address as may
hereafter be designated in writing by notice pursuant to this Section:


                                  * Confidential treatment requested





	
If to Household:
	
Household Automotive Credit
Corporation

	 	
Attention: President

	 	
5855 Copley Drive

	 	
San Diego, CA 92111

	 	
Fax No. 858/492-6511






 



	
With a copy to:
	
Household Automotive Credit
Corporation

	 	
Attention: General
Counsel

	 	
2700 Sanders Road

	 	
Prospect Heights, IL
60070

	 	
Fax No. 847/205-7447








	
If to Company: 
	
E-Loan, Inc. 

Attention: John Orta

	 	
5875 Arnold Road

Dublin, CA 94568

	 	
Fax No. (925) 803-3503








	
With a copy to: 
	
E-Loan, Inc.

Attention: Ed Giedgowd, General Counsel 

	

	
5875 Arnold Road

Dublin, CA 94568

	 	
Fax No. (925) 803-3503




8.3  Entire Agreement.
This Agreement, including any addenda, schedules, exhibits, or other documents
attached hereto or referenced herein or therein, 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.



8.4  Governing Law.  This Agreement shall be
governed by and interpreted in all respects by the Laws of the State of Delaware
without regard to any conflicts of law principles or choice of laws, which would
require the application of laws of another jurisdiction. 

8.5  Provisions Severable. 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 thereby, unless such enforcement is in
manifest violation of the present intention of the parties reflected in this
Agreement.

8.6  Validity; Amendment.  This Agreement shall
not be valid until signed and accepted by an authorized officer of each Party.
The Parties agree that this Agreement, together with any addenda, schedules,
exhibits or other documents attached hereto, may be amended from time to time in
writing by mutual agreement of the Parties.  No Party shall be bound by any
change, alteration, amendment, modification or attempted waiver of any of the
provisions hereof unless in writing and signed by an authorized officer of the
Party against whom it is sought to be enforced.  This Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their respective
successors, legal representatives and permitted assigns.



8.7  Assignment; Successors. Neither Party shall
assign this Agreement without the prior written consent of the other Party.
Except as otherwise provided herein, this Agreement will be fully binding on
each Party hereto, its successors and assigns.  


                                  * Confidential treatment requested




8.8  Waivers; Remedies are Cumulative. No waiver
of any breach of any provision of this Agreement shall constitute a waiver of
any prior, concurrent or subsequent breach of the same or any other provisions
hereof, and no waiver shall be effective unless made in writing and signed by an
authorized representative of the waiving Party. 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, and no course of dealing between the Parties, 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 any other or further
exercise thereof.  All rights with respect to a Contract, unless otherwise
provided in this Agreement, shall continue until all Contracts have been fully
paid.  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.

8.9  Announcements, Marks and Advertising.  Neither
Party nor their respective Affiliates will issue any external announcements,
press releases or advertising, whether verbal or written, in any way pertaining
to the subject matter of this Agreement without first obtaining the prior
written consent of the other Party.  Without the other Party's prior written
consent, neither Party shall use or refer to any name, mark, symbol or other
trade identity of the other Party or any of their respective Affiliates in any
advertisement, press release or other communication.

8.10  Captions; Sections; Counterparts. The
captions or headings in this Agreement are for convenience only and shall not be
considered a part of or affect the construction or interpretation of any
provision of this Agreement.  Any reference to a Section in this Agreement shall
refer to all paragraphs and subparagraphs within that Section.  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.

8.11  No Third Party Beneficiaries.  Except as
otherwise provided in this Agreement, nothing in this Agreement, express or
implied, is intended or shall be construed to create any rights in, or confer
any benefits upon, any person or entity other than the Parties to this
Agreement.

8.12  Expenses. Unless specifically provided for
elsewhere in this Agreement, each Party will bear all costs and expenses
incurred by it in connection with the transactions herein, including legal fees,
accounting fees and taxes (excluding Florida Documentary Stamp Taxes, which
shall be paid by Household) which are imposed upon that Party based upon its
activities hereunder.

8.13  Independent Counsel and Interpretation.
Each Party acknowledges that its legal counsel participated in the preparation
and drafting of this Agreement, and that each has been or has had the
opportunity to be represented by independent counsel of its own choice
throughout all negotiations which preceded the execution of this Agreement, and
that it has executed this Agreement with the consent and upon the advice of said
independent counsel.  Accordingly, it is agreed that any legal rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply to the interpretation of this Agreement or any
addenda, amendments, schedules or exhibits thereto to favor any Party against
the other. 



8.14.  Modification.  This Agreement may not be
amended or modified except in a written document signed by both Parties.



8.15  Signing Authority.  The signatories on
behalf of the Parties warrant and represent that they have the authority to
enter into this Agreement and to bind their respective principal on whose behalf
the signatory acts.



8.16  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.


                                  * Confidential treatment requested


IN WITNESS WHEREOF, Household and Company have
executed this Agreement effective as of the date first written above.



	
HOUSEHOLD AUTOMOTIVE FINANCE
CORPORATION
	
E-LOAN, INC.






	
By: 
	 	
By: 
	 
	
Printed Name: 
	 	
Printed Name: 
	 
	
Title: 
	 	
Title: 
	 
	
Date
	 	
Date: 
	 





 

\\PHILVHCL30_VOL3_SERVER\VOL3\DEPT\HILEGAL\AUTOLAW\Davis\Alliances -
Indirect\ELoan 90902.doc


                                  * Confidential treatment requested


LIST OF EXHIBITS



 

Exhibit A - Intentionally omitted


Exhibit B  -Basic Credit Guidelines


Exhibit C - Continuing Assignment of Contracts (Company to
Household)


Exhibits D-1 to D-  Intentionally omitted


D-1 -  Intentionally omitted




D-2 - Intentionally omitted


D-3 - Intentionally omitted


D-4 - Intentionally omitted


D-5 - Intentionally omitted


D-6 - Intentionally omitted


D-7 - Intentionally omitted


Exhibit E -- Required Documents to be provided to Household for each
Contract to be purchased by Household


Exhibit F  - States Where the Program Can be Offered 


Exhibit G - Power of Attorney


Exhibit H - Assignment (Household to Company for repurchase)


Exhibit I - Compensation



                                  * Confidential treatment requested

















EXHIBIT A



[Intentionally omitted]







                                  * Confidential treatment requested


















EXHIBIT B

 

 

BASIC CREDIT GUIDELINES


[ ** ] 


 

 

 

 

 






                                  * Confidential treatment requested

















EXHIBIT C



CONTINUING ASSIGNMENT OF CONTRACTS 



 

 

 

For good and valuable consideration, the receipt of which is
hereby acknowledged, E-LOAN, INC., a corporation, for itself and on behalf of
its Affiliates ("Assignor") hereby sells, assigns and transfers to
HOUSEHOLD AUTOMOTIVE CREDIT CORPORATION OR ITS AFFILIATE ("Assignee"),
its successors and assigns, on a continuing and ongoing basis, (i) each and all
of the Contracts ("Contracts"); (ii) all monies due and to become due
thereunder and the right to receive monies paid thereunder; (iii) all right,
title and interest in and to the Vehicles therein described and all other
security for the Contracts, with full power in Assignee in its or Assignor's
name to take such legal or other action which Assignor might have taken save for
this Assignment; (iv) any and all rights the Assignor may have against any
dealers with respect to the Contracts and related Vehicles; (v) the interest of
the Assignor in any liquidation proceeds and insurance proceeds related to the
Contracts; and (vi) the proceeds (as defined in the Uniform Commercial Code in
effect in the states where in the Contracts were originated) with respect to the
foregoing, all rights and payments with respect to the foregoing and all rights
to enforce the foregoing.  



 

Capitalized terms used but not defined herein shall have the
meanings specified in the Agreement.



IN WITNESS WHEREOF, Assignor has executed this Continuing
Assignment of Contracts this _____ day of _______________, 20____.



	 	 	
E-LOAN, INC.  

	
Attest:
	 	
By: 

	 	 	
Printed Name: 

	
Secretary
	 	
Title: 

	
Printed Name: 
	 	 




                                  * Confidential treatment requested




















EXHIBIT D



[Intentionally omitted]

 



                                  * Confidential treatment requested
















EXHIBIT E



Required Documents to be
provided to Household

 for each Contract to be purchased by Household 



 

[ ** ]



                                  * Confidential treatment requested
















EXHIBIT F

STATES WHERE CONTRACTS CAN BE ORIGINATED


Arizona


California

   Colorado

   Delaware

   District of Columbia

   Florida 

   Georgia

   Idaho

   Illinois *

   Indiana

   Iowa

   Kansas

   Maine

   Maryland

   Massachusetts

   Michigan

   Minnesota

   Missouri

   Montana

   Nevada

   New Hampshire **

   New Jersey

   New Mexico

   New York

   North Carolina

   North Dakota

   Ohio

   Oklahoma

   Rhode Island

   South Carolina

   South Dakota

   Tennessee

   Texas 

   Utah

   Vermont

   Virginia ** 

   Washington

   West Virginia

   Wisconsin

   Wyoming


 

*only refinance - no Vehicle purchase

** only Vehicle purchase - no refinance





                                  * Confidential treatment requested




















EXHIBIT G



POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS that the undersigned, E-
Loan, Inc., a Delaware corporation (the "Grantor"), does make,
constitute and appoint Household Automotive Credit Corporation, a Delaware
corporation ("Household"), without any right of revocation and with
full power of substitution, as the true and lawful Agent and Attorney-in-Fact on
behalf of the Grantor in its place and stead with respect only to the matters
described in paragraphs 1 and 2 below, to do, exercise and/or perform each, any
and every act, exercise and power that the Grantor might or could do, exercise
and/or perform through any other person, that Household shall deem advisable,
desirable, proper and/or necessary, in connection with, and consistent with the
terms of, that certain Auto Loan Alliance Program Agreement, dated as of
_________________________, by and between Household and the Grantor, as it now
exists and may hereafter be amended or supplemented (the "Agreement"),
intending hereby to vest in Household full power and authority with respect only
to the following:



1.To make, execute, acknowledge, verify, swear to,
deliver, endorse, negotiate, record and file, in the Grantor's or its
successor's name, place and stead, all agreements, instruments, documents,
assignments and certificates that Household in its sole discretion deems
advisable, desirable, proper and/or necessary for Household to grant, receive,
maintain or perfect a security interest in each Vehicle related to a contract
purchased by Household from Grantor ("Purchased Contract") and the
proceeds thereof in favor of Household, to exercise the rights of the Grantor
with respect to each Vehicle related to a Purchased Contract and the proceeds
thereof, including without limitation, the right to repossess and dispose of any
repossessed Vehicle, to grant, sell, assign and transfer each Purchased Contract
to Household, and to generally do and perform all and any other act whatsoever
as may be advisable, desirable, proper and/or necessary with respect to the
foregoing.  (Defined terms used herein but not defined herein shall have the
meaning set forth in the Agreement.)  The foregoing shall include without
limitation the power and authority to make execute, acknowledge, verify, swear
to, deliver, endorse, negotiate, record and file Certificates of Title and
financing statements with respect to Vehicles and all amendments and supplements
thereto and to sign any assignments of the Purchased Contracts to Household,
that Household in its sole discretion deems advisable, desirable, proper and/or
necessary, all in connection with, and consistent with the terms of, the
Agreement.



2.To make, execute, endorse and negotiate in the name of
the Grantor on payment checks applicable to Purchased Contracts.



The Grantor does hereby ratify and confirm any and all things
whatsoever Household may do or may have already done by virtue hereof with
respect to the powers and authorities granted hereby.  This Power of Attorney
shall be deemed to have been executed under seal, to be coupled with an
interest, shall be irrevocable, shall survive the incapacity of the undersigned
and shall extend to any successor of the Grantor.



THIS POWER OF ATTORNEY shall commence on the date hereof and
shall continue in full force and effect until each of the Purchased Contracts
purchased by Household under the Agreement is fully paid (or are repurchased by
the Grantor and Household is repaid for such Contracts in accordance with the
terms of the Agreement), at which time this Power of Attorney shall
terminate.



WITNESS its hand and seal this _____ day of
_________________, 20___.



	 	 	
E-Loan, Inc.:

	 	 	
By:
_______________________________________

Title:  

	
Secretary
	 	
Printed Name:  

	
Printed Name: 
	 	 





STATE OF ____________________)
)  SS







COUNTY OF ___________________)


On this ____ day of ______________, 20___, before me, a
Notary Public in the State of __________, personally appeared
___________________ and ___________________, to me personally known to be the
________________ and _______________, respectively, of the Grantor, and such
officers acknowledged the execution of said instrument to be the voluntary act
and deed of the Grantor.


 

______________________________
Notary



 

 

 


                                  * Confidential treatment requested
















EXHIBIT H



ASSIGNMENT



 

 

For value received, Household Automotive Credit Corporation
("Household") hereby sells, assigns and transfers to E-Loan, Inc.
("Company") all of Household's right, title and interest in and to the
attached Contract and all monies due and to become due thereunder and in and to
the Vehicle therein described.  This Assignment is made without recourse to
Household and without warranties or representations, expressed or implied.


 

Dated this _________ day of _____________________, 20____.


 

Household Automotive Credit Corporation 

By: ________________________________

Printed Name: _______________________

Title: _______________________________


                                  * Confidential treatment requested

















EXHIBIT I



COMPENSATION



 

Each Confirmation issued by Household shall include a "buy rate"
applicable to the Contract(s) covered by such Confirmation. In addition, each
Confirmation will include a reduction in the "buy rate" if the vehicle
meets certain Loan to Value criteria (the "LTV discount").  The "buy
rate" and the LTV discount will result in an Adjusted Buy Rate. For
Contracts purchased by Household under this Agreement, Household shall pay
Company compensation (an "Alliance fee") calculated as follows:



	If Company originates a Contract with an interest rate (the "Contract Rate")
equal to the Household  Adjusted Buy Rate (i.e., "buy rate" finance
charge applicable to the Contract and LTV discount) and Company sells equal to
the Household Adjusted Buy Rate e applicable to the Contract and Company sells
such Contract to Household, Household shall pay Company an Alliance Fee of
[ ** ]. 





	If Company originates a Contract with a Contract Rate greater than the
Household Adjusted Buy Rate applicable to the Contract and Company sells such Contract to Household,
the Alliance Fee will be determined at a rate [ **
] of the Rate Differential.  The Rate
Differential shall equal the difference if any, between the Contract Rate for a
particular Contract and the Adjusted Buy Rate applicable to the Contract at the
time of purchase.  The Alliance Fee shall be determined by the aforementioned
formula and all such determinations shall be conclusive and binding upon the
Company. 






	Example: If Household's Adjusted Buy
Rate is [ ** ], and
Company originates a Contract for [ ** ], and Customer borrows $17,000 for 60 months.  



The Alliance Fee is calculated as follows:
Alliance Fee = ((Monthly payment at Contract rate) - (Monthly payment at
Adjusted Buy Rate)) x (Contract Term) x [ ** ]



 = [ **
].


The Alliance Fee for a particular Contract will be a one-time payment. The
Alliance Fee will be paid once per Month on or before the fifteenth
(15th) day of such month, for Contracts purchased by Household during
the prior month. If Company is required to repurchase any Contract pursuant to
the terms of this Agreement, Company will remit to Household the full amount of
any Alliance Fee paid to Company with respect to such Contract along with the
other amounts required to be paid under this Agreement for said
Contract.