FY2002 10K Exhibit 10.41







                         Exhibit 10.41 



                                  * Confidential treatment requested



CORRESPONDENT AGREEMENT

THIS CORRESPONDENT AGREEMENT (the "Agreement") is
made this 18th day of January, 2002, between E-Loan, Inc. the
("Seller") and The Provident Bank, an Ohio Banking Corporation, chartered and
operating under the laws of the state of Ohio, with its principal place of
business located at One East Fourth Street, Cincinnati, Hamilton County, Ohio
45202; (the "Buyer").

RECITALS:

A.Seller is engaged in the business of making,
originating, and acquiring fixed and variable rate, closed-end and opened-end
single family residential mortgage loans and lines of credit to individual
borrowers (which loans, together with all documents evidencing, securing or in
any way related to the origination and closing of such loans, are hereinafter
referred to as the "Loans"). Seller has proposed to offer to sell such loans to
Buyer from time to time subject to Buyer's review and acceptance of each such
Loan.

B.The Loans shall be evidenced by a promissory note or
line of credit agreement (the "Notes") and secured by deeds of trust, mortgages
or other security instruments (the "Mortgages") covering improved real estate
(the "Mortgaged Property").

C.Seller wishes to originate certain home equity Loans
for Buyer to purchase in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises,
covenants and undertakings hereinafter provided, Seller and Buyer agree as
follows:



	PURCHASE AND SALE OF LOANS. Seller shall sell to
Buyer, and Buyer shall purchase from Seller, Loans originated by Seller pursuant
to the terms of this Agreement and Buyer's Underwriting Guide ("Underwriting
Guide") set forth in Exhibit A. This Agreement incorporates the provisions
of the Underwriting Guide; however, in the event of a discrepancy between the
provisions of this Agreement and the Underwriting Guide, the provisions of this
Agreement shall control. Seller may offer to sell a Loan, or Loans, to Buyer
from time to time by submitting to Buyer a loan list or spreadsheet. Neither
party shall be obligated to sell or purchase (as the case may be) any Loans,
unless and until both parties have approved the sale and purchase of any
particular Loan (s),


	UNDERWRITING GUIDE. Seller agrees to comply with
all terms, procedures and provisions of the Underwriting Guide. The Underwriting
Guide sets forth Buyer's requirements with respect to the purchase of each Loan
by Buyer. The Underwriting Guide is subject to change from time to time as
determined by Buyer. Written notice of changes to the Underwriting Guide shall
be given by Buyer to Seller. Buyer shall endeavor to give Seller at least ten
(10) days notice prior to the effective date of any change; however, such change
shall be effective on the date set forth in the notice from Buyer to Seller,
regardless of whether ten (10) days prior notice is in fact given.


	PROCEDURAL MATTERS. Seller shall process and close
the mortgage loan in its own name and shall advance the original principal
balance out of its own funds. Buyer shall purchase mortgage loans which have
been closed and delivered in accordance with Sellers Guide, which is
incorporated herein by reference.

                                  * Confidential treatment requested



	RELEASE OF SERVICING. Each Loan shall be sold to
Buyer on a "servicing released" basis, meaning that Seller shall release,
transfer and assign to Buyer all right, title and interest in and to the Loan,
including, without limitation, any right to provide mortgage servicing in
connection therewith.


	REPRESENTATIONS AND WARRANTIES. Seller hereby
makes the following representations and warranties to Buyer. Such
representations and warranties are deemed to be made both as of the date hereof,
and as of each and every date Seller sells a Loan to Buyer, and Buyer shall be
deemed to have relied on the following representations and warranties,
regardless of any independent investigation Buyer may have made or may hereafter
make.



	As to Seller: The following representations and
warranties are made with respect to Seller.



	Organization. Seller is duly organized, validly
existing and in good standing under the laws of the applicable jurisdiction, and
has the power to own its assets and to transact the business in which it is
presently engaged. Seller is duly qualified and in good standing under the laws
of each jurisdiction where its ownership or lease of property or the conduct of
its business requires such qualification and where the failure to be so
qualified would have a material adverse affect on the business and assets of
Seller, taken as a whole.


	Authority. Seller has the power, authority and
legal right to make, deliver and perform this Agreement and all of the
transactions contemplated hereunder, and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement. No consent
of any other party and no consent, license, approval or authorization of, or
registration with, any governmental authority, bureau or agency is required in
connection with the execution, delivery, performance, validity or enforceability
of this Agreement or the sale of the Loans.


	No Violation. The execution, delivery and
performance of this Agreement will not violate any provision of any existing law
or regulation, or any order or decree of any court, or Seller's organizational
documents or of any mortgage, indenture, contract or other agreement to which
Seller is a party or by which Seller and any of its property or assets may be
bound.


	Litigation. No litigation of administrative
proceedings of or before any court, tribunal or governmental body is presently
pending, or, to the knowledge of Seller, threatened against Seller or any of its
properties, which, if adversely determined, would have a material adverse effect
on the business, assets or financial condition of Seller.


	True and Correct. Neither this Agreement nor any
statement, report or other document furnished or to be furnished pursuant to
this Agreement or in connection with the transactions contemplated hereby
contains any untrue statement of fact or omits to state a fact necessary to make
the statements contained therein misleading.


	Validity. This Agreement has been duly authorized
and executed by Seller and is, or upon delivery will be, a legal, valid and
binding obligation of Seller enforceable in accordance with its terms, subject
only to applicable bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting creditor rights generally.


	Commissions to Third Parties. Seller has not dealt
with any broker or agent or other Person who might be entitled to a fee,
commission or compensation in connection with the sale of loans by Seller to
Buyer other than the Buyer except as Seller has previously disclosed to Buyer in
writing.

                                  * Confidential treatment requested



	As to Each Loan: The following representations and
warranties are made by Seller with respect to each Loan:



	Loan Meets Requirements. The Loan conforms to all
the applicable requirements contained in the Underwriting Guide and this
Agreement. The Loan has been fully funded by Seller and is fully amortizing with
no negative amortization.


	Seller Has Full Right to Sell and Assign. Seller
is the sole owner and holder of the Loan and has full right and authority to
sell and assign it to Buyer. In addition, Seller's right to sell or assign is
not subject to any other party's interest or to an agreement with any other
party.


	Mortgaged Property. The Mortgage is a valid and
subsisting first or second, priority lien on the Mortgaged Property, free and
clear of all encumbrances and liens having priority over it, except for liens
for real estate taxes and liens for special assessments that are not yet due and
payable. The Mortgaged Property shall be located in the United States and as
presented in the Loan documents, and not in violation of any exceptions
presented in the Underwriting Guide.


	Documents are Valid and Enforceable. The Note,
Mortgage and any security agreements, chattel mortgages or equivalent documents
relating to it have been properly signed, are valid and their terms may be
enforced by Buyer, its successors and assigns, subject only to bankruptcy laws,
Soldiers' and Sailors' Relief Acts, laws relating to administering descendants'
estates and general principles of equity. The Note and the Mortgage and every
other agreement, if any, executed and delivered by the Borrower(s) in connection
with the Loan are genuine, and each is the legal, valid and binding obligation
of the maker thereof enforceable in accordance with its terms. All parties to
the Note, the Mortgage and each other such related agreement had legal capacity
to enter into the Loan and to execute and deliver the note, the Mortgage and
each other such related agreement, and the Note, the Mortgage and each other
such related agreement have been duly and properly executed by the respective
Borrower(s). Seller has reviewed all of the documents constituting the Mortgage
File and has made such inquiries as it deems necessary to make and confirm the
accuracy of the representations set forth herein.


	No Liens. The Mortgaged Property is free and clear
of all mechanics' liens, materialmen's liens or similar types of liens.There
are no rights outstanding that could result in any of such liens being imposed
on the Mortgaged Property. 


	No Modification or Subordination of Mortgage.
Seller has not done any of the following' (a) materially modified the Note
or Mortgage; (b) satisfied or cancelled the Mortgage in whole or in part;
(c) subordinated the Mortgage in whole or in part; (d) released the
Mortgaged Property in whole or in part from the Mortgage lien; or
(e) signed any release, cancellation, modification or satisfaction of the
Mortgage.


	Loan in Good Standing. There are no defaults under
the Loan, and all of the following that have become due and payable have been
paid or an escrow of funds sufficient to pay them has been established:
(a) taxes; (b) government assessments; (c) insurance premiums;
(d) water, sewer and municipal charges; (e) leasehold payments; and
(f) ground rents. Seller has no knowledge that any improvement to the Mortgaged
Property is in violation of any applicable zoning law or regulation.

                                  * Confidential treatment requested



	Advances. Seller has not made, or knowingly
received from others, any direct or indirect advance of funds in connection with
the Loan on behalf of the borrower, except as provided in the Underwriting
Guide. This warranty does not cover payment of interest from the earlier of:
(a) the date of the Note; or (b) the date on which the Mortgage
proceeds were disbursed; or (c) the date one month before the first
installment of principal and interest on the Note is due.


	Property Intact. The Mortgaged Property is not
damaged by fire, wind or other cause of loss. There are no proceedings pending
for the partial or total condemnation of the Mortgaged Property. Any
improvements that are included in the appraised value of the Mortgaged Property
are totally within the property's boundaries and building restriction lines. No
improvements on adjoining property encroach on the Mortgaged Property except as
may be identified by Seller and accepted by Buyer.


	Note Not Usurious. The Note is not usurious and
either meets or is exempt from any usury laws or regulations.


	Compliance with Consumer Protection Laws. Seller
has complied with all applicable federal and state laws, regulations and other
requirements including, but not limited to, the Real Estate Settlement
Procedures Act, the Federal Fair Housing Act, the National Flood Insurance Act,
the Equal Credit Opportunity Act, and the Truth In Lending Act.

With regard to the Fair Housing Act (FHA) and the Equal
Credit Opportunity Act (ECOA) Seller has fully complied and will continue to
fully comply, as to each loan, with all federal laws and regulations relating to
FHA and ECOA. Further, Service Provider acknowledges and understands that the
FHA makes it illegal, on the basis of RACE, COLOR, NATIONAL ORIGIN, RELIGION,
SEX, HANDICAP OR FAMILIAL STATUS (having children under the age of 18) to deny a
loan secured by a dwelling or to discriminate in fixing the amount, interest
rate, duration, application procedures or other terms or conditions of such a
loan or in appraising property. Seller also acknowledges and understands that
the ECOA makes it illegal in any credit transaction to discriminate on the basis
of RACE, COLOR, NATIONAL ORIGIN, RELIGION, SEX, MARITAL STATUS OR AGE OR BECAUSE
THE APPLICANT RECEIVES INCOME FROM PUBLIC ASSISTANCE. Seller warrants and
represents that it has not based any pricing quotations or final pricing on the
applicants race, national origin, sex, age or any other illegal basis noted
above but rather that any risk-based pricing classifications were based on
objective credit and risk-related criteria only.


	Property is Insured. A casualty insurance
replacement policy on the Mortgaged Property is in effect. The policy is written
by an insurance company which meets the requirements set forth in the
Underwriting Guide and provides fire and extended coverages for an amount at
least equal to the amount required by the Underwriting Guide; which amount is
equal to the stated amount of the Loan, unless prohibited by state law.


	Loan Marketability. Seller knows of nothing
involving the Loan, the Mortgaged Property, the mortgagor or the mortgagor's
credit standing that can reasonably be expected to: (a) cause the Loan to
become delinquent; or (b) adversely affect the Loan's value or
marketability.


	Adjustable Loans. If the Note provides that the
interest rate or the principal balance of the Note may be adjusted, all of the
terms of the Note may be enforced by Buyer and such adjustments will not affect
the priority of the lien on the Mortgage Property.

                                  * Confidential treatment requested



	Default. No default exists under the Loan. The
Loan is not in the possession of any attorney or collection agency for
collection nor is it the subject of any actual or threatened bankruptcy
proceeding or other litigation. The borrower has not asserted any defense, set-
off, right of rescission or counterclaim, either at law or in equity, in
connection with the Loan.


	Genuineness of Signatures. All Loan documents are
genuine and contain genuine signatures. The Loan documents that Buyer requires
to be original documents are original documents. All certified copies of
original documents are true copies and meet the applicable requirements and
specifications of this Agreement and any other requirements that Buyer has
reasonably made of Seller.


	Disbursement of Proceeds. The Loan has been closed
and provided there is a draw the proceeds of the Loan have been disbursed and if
a line of credit a possibility for future advances thereunder. All costs, fees
and expenses incurred in making or closing the Loan and the recording of the
Mortgage were paid, and the Borrower is not entitled to any refund of any
amounts paid or due under the Note or Mortgage.


	Appraisals. Seller has obtained valuation of the
property securing the loan using the manner or method stipulated in the
Underwriting Guide. In those instances where an appraisal is required the Seller
certifies that it has delivered to Buyer an appraisal of the Mortgaged Property
signed prior to the approval of the Mortgage application by a qualified
appraiser, who (i) is licensed in the state where the Mortgaged Property is
located (ii) is acceptable to Buyer, (iii) has, no interest, direct or
indirect, in the Mortgaged Property or in any loan on the security thereof, and
(iv) does not receive compensation that is affected by the approval or
disapproval of the Loan. The appraisal was completed in compliance with the
Uniform Standards of Profession Appraisal Practice, and all applicable Federal
and state laws and regulations; including FIRREA.


	INDEMNIFICATION. Seller shall indemnify, defend
and hold Buyer harmless from and against any and all claims, losses, costs or
damages ("Claims"), including, but not limited to, reasonable attorney's fees
and expenses: (i) arising out of any act or omission of Seller or any
employee or agent of Seller, (ii) arising out of Seller's failure to
perform any of its obligations hereunder, or (iii) arising out of or in
connection with falsity, incorrectness or incompleteness in any material respect
of any representation or warranty made by Seller herein. This indemnification
shall include, but not be limited to, indemnification against Claims arising in
connection with actions or proceedings instituted by or on behalf of (i) an
obligor with respect to any of the Loans, or (ii) any person prosecuting or
defending any action or proceeding as a representative of or on behalf of a
class or other interest group, or (iii) any governmental instrumentality,
body, or agency having jurisdiction under any applicable statute, rule,
regulation, order or decree.

Seller shall have the option of defending Buyer in connection
with any such claim or litigation using Sellers own counsel. If Seller exercises
such option, Seller must do so in writing and thereafter Seller shall not be
responsible for Buyers' attorney fees incurred after Buyer receives notification
of Sellers exercise of such option; unless Buyer and Seller have claims adverse
to each other, in which case the prevailing parties legal fees will be paid by
the losing party. Seller shall have the right to settle any such claim or
litigation, at its sole expense, with the approval of Buyer, which approval
shall not be unreasonably withheld.

Without limiting the provisions of the preceding paragraph,
in case an action or proceeding is instituted with respect to a Claim and Seller
has not employed experienced counsel and notified Buyer in writing of Seller's
election to hire counsel then, Buyer shall be entitled to employ attorneys of
its own selection to appear and defend the action or proceeding at Seller's sole
expense, and to compromise or settle any such action or proceeding on such terms
as Buyer may deem appropriate.


                                  * Confidential treatment requested



	REPURCHASE OF LOANS. Seller shall, within 10
business days of Buyer's written request, repurchase from Buyer any loan sold to
Buyer if any warranty or representation made by Seller about the Mortgage or
Loan is untrue or if Seller has otherwise breached this Agreement in whole or in
part with regard to any loan(s) or if Seller has failed to deliver any Loan
document requested by Buyer or required by this Agreement. Buyer shall tender to
Seller all Loan documents required to be repurchased pursuant to this provision,
and said documents, where appropriate, shall be endorsed to Seller without
recourse to Buyer. Upon such tender, Seller shall pay to Buyer in immediately
available funds an amount equal to each such Loan's then unpaid principal
balance, plus accrued interest, plus fees and discounts, if any paid by Buyer to
Seller for the Loan (the "Buy-Bank Price"). It is understood and agreed by the
parties that the repurchase obligations hereunder are in addition to, and not in
lieu of, all other remedies available in this Agreement or by law. In the event
of a demand for repurchase, Buyer represents and warrants that no act or failure
to act by Buyer, its employees, agents, affiliates or subsidiaries has caused
the Loan to become either invalid or unenforceable in whole or in part.


	REAL ESTATE APPRAISALS. Buyer may, at its own
expense, in order to verify the accuracy of real property appraisals prepared
for Seller, order a reappraisal of the property secured by a Mortgage.


	TERMINATION. This Agreement may be terminated in
the manner provided hereinafter; however, all of Seller's representations,
covenants and agreements contained in Sections 6, 7 and 8 of this Agreement
shall survive any termination of this Agreement.



	Termination Without Cause. This Agreement may be
terminated without cause at any time by either party after thirty (30) days
prior written notice to the other party. Termination under this
Section 9.01 shall not terminate Seller's agreement to sell and Buyer's
agreement to purchase those Loans which, prior to the effective date of
termination, have been evidenced by a Loan commitment, provided such Loans: (i)
continue to meet the requirements of this Agreement and the Underwriting Guide;
and (ii) are approved for purchase by Buyer either prior or subsequent to
the effective date of termination.


	Termination for Cause. This Agreement may be
immediately terminated for the following causes: (i) if Seller is in
default under this Agreement, or (ii) if Seller becomes insolvent or
bankrupt, or if a receiver is appointed for Seller, or if a petition for
reorganization is filed by or against Seller, Termination under this
Section 9.02 shall release Buyer from any and all obligations to purchase
Loans thereafter.


	INDEPENDENT CONTRACTORS. This Agreement shall not
be deemed to constitute Buyer and Seller as partners or joint venturers, nor
shall any party be deemed to designate the other party as its agent. Buyer does
not assume any liability or incur any obligations of Seller by the execution of
this Agreement. No part of the consideration to be paid for any Loan shall be
considered a fee paid for the goodwill of Seller.


	CONFIDENTIALITY. Each party shall hold in
confidence any information concerning the Agreement, the Loans, client
information, trade secrets, organizational structure, philosophy and objectives,
financial plans, business plans or opportunities, and results and other
information relating to the other party which such other party may advise in
writing to be of a confidential and/or proprietary nature, and which is revealed
or disclosed to it by such other party pursuant to this Agreement. Furthermore,
neither party shall use or disclose any such confidential information to any
person or organization, other than its affiliates and representatives, unless
previously authorized to do so in writing by an officer of such other party and
shall return to the other party at the time of the termination or expiration of
this Agreement, all documents or copies thereof which contain any confidential
information of the other party; provided, however, that neither party shall be
subject to the obligations set forth in this Section 11 with respect to any
such information provided to it by the other party which: (a) was in the
receiving party's possession or in the public domain at the time of the
disclosing party's disclosure, or subsequently enters the public domain through
no act or failure to act on the part of the receiving party; or (b) is
lawfully obtained by the receiving party from a third party. With respect to
each party, the confidentiality provisions contained in this Section 11
shall survive termination or expiration of this Agreement for a period of three
(3) years. Such limiting period will not apply to information relating to
customers of either party (including but limited to customers' names, addresses,
phone numbers, social security numbers, account numbers and financial
information) which information will remain confidential after the expiration or
termination of this Agreement.

                                  * Confidential treatment requested



	NON-SOLICITATION. Seller agrees, that for any Loan
purchased by Buyer under this Agreement, not to take any action to solicit
individual borrowers in order to effect the refinancing of any Loans previously
purchased by Buyer from Seller.


	PREPAYMENTS. If any Loan is prepaid by the
borrower, other than by a refinancing by Buyer, Seller shall pay to Buyer, upon
demand by Buyer, the appropriate percentage specified below of the Premium
initially paid by Buyer to Seller with respect to the prepaid Mortgage
Loan:



	If the Loan is prepaid within three (3) months after the
Settlement Date of such Loan purchase, the entire Premium;


	If the Loan is prepaid more than twelve (12) months after
the Settlement Date of such Loan, none of the Premium.


	POWER OF ATTORNEY. In order to enforce Buyer's
rights under this Agreement, Seller shall, upon the request of Buyer or its
assigns, do and perform or cause to be done and performed, every reasonable act
and thing necessary or advisable to put Buyer or its assigns in position to
enforce the payment of the Loans and to carry out the intent of this Agreement,
including the execution of and, if necessary, the recordation of additional
documents including separate endorsements and assignments upon request of Buyer.
In addition, Seller hereby irrevocably appoints any officer or employee of Buyer
or its assigns its true and lawful attorney to do and perform every act
necessary, requisite, proper, or advisable to be done to put Buyer or its
assigns in position to enforce the payment of the Loans.


	NOTICES. All notices, requests and communications
hereunder shall be in writing and sent by registered or certified mail to the
appropriate address, or by facsimile as set forth below. Either party may, by
proper written notice hereunder to the other party, change the address to which
notices shall be sent.

	
SELLER:
	
E-Loan, Inc.

                  5875 Arnold Road

                  Dublin CA 94568

                  Attn: Steve Majcrus

                  Fax: (513)556-2668

	
BUYER:
	
The Provident Bank

                  309 Vine Street, MS 265D

                  Cincinnati, OH 45202

                  Attn: Jay Plum

                  Fax: (513) 579-2742





	WAIVERS/CUMULATIVE RIGHTS. No course of dealing on
the part of either party, its officers or employees, nor any failure or delay by
either party with respect to exercising any right, power or privilege under this
Agreement shall operate as a waiver thereof. The parties hereto shall be
entitled to all rights and remedies available under applicable law, as well as
those available under this Agreement. All such rights and remedies shall be
cumulative and the exercise or partial exercise of any such right or remedy
shall not preclude the exercise of any other right or remedy.


	ASSIGNMENT. Seller may not assign this Agreement
without the prior written consent of Buyer. Buyer may assign this Agreement and
this Agreement shall be binding upon and inure to the benefit of Buyer, its
successors and assigns.

                                  * Confidential treatment requested



	SEVERABILITY. If for any reason a portion of this
Agreement is found to be illegal or unlawful under applicable law, that portion
of this Agreement will be deleted and remainder of this Agreement shall remain
in effect.


	CONSTRUCTION; ARBITRATION. This Agreement shall be
construed in accordance with and governed by the laws of the State of Ohio. Any
controversy or claim arising out of or relating to this Agreement or the breach
thereof, shall be settled by arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrator may be entered in any Court having jurisdiction
thereof. Unless otherwise required by said rules, the arbitration shall be
conducted by a single arbitrator who shall not be authorized to award punitive
or exemplary damages to either party, The arbitration shall be held in
Cincinnati, Ohio. The award of the arbitrator shall be final and binding. Each
party shall bear its own attorney's fees associated with the arbitration and
other costs and expenses of the arbitration shall be born as provided by the
rules of the American Arbitration Association.


	MODIFICATION. This Agreement may be modified only
by an instrument in writing signed by both Seller and Buyer.


	ATTORNEY'S FEES. If Seller or Buyer should breach
or fail to perform any provision of this Agreement, the defaulting party shall
pay all costs and expenses, including court costs and reasonable attorney's fees
incurred by the other party in the enforcement of this Agreement.


	INSURANCE. Seller shall maintain a fidelity bond
and an errors and omissions policy, in effect, the amounts and coverages of both
of which shall be in an amount of not less than $1 million per occurrence.
Buyer shall be named as an additional insured under the policies. Seller shall
upon request furnish proof of such coverage at or before the first Settlement
and, upon request, annually thereafter.


	FINANCIAL STATEMENTS. Seller shall furnish to
Buyer for as long as this Agreement is in effect, (i) as soon as available,
and in any event within 90 days after the end of each fiscal year, audited or
certified financial statements consisting of a balance sheet as of the end of
such fiscal year, together with related statements of income or loss and
reinvested earnings and changes in financial position for such fiscal year,
prepared by independent certified public accountants in accordance with
generally accepted accounting principles, and (ii) if available, within 15
days after the end of each quarterly period unaudited financial statements which
may be satisfied by furnishing a copy of the quarterly report filed with the
Securities and Exchange Commission. In addition, Seller shall provide Buyer,
from time to time, upon reasonable request (which shall include a written
statement describing the reason therefor) and 60 days' notice, any other
financial reports or statements reasonable required by Buyer.


	POST-SALE LOAN PAYMENTS. Seller agrees that it
will remit to Buyer, within 48 hours after receipt, any payment on a Loan
including, without limitation, all payments of principal and interest, late
charges, and bad check charges received from an Obligator on or after the
Settlement Date at the following address: The Provident Bank, Mail Stop 227D,
One East Fourth Street, Cincinnati, Ohio 45202, Attn: CPD, or such other address
as Buyer may designate, Seller shall remit such payment via an overnight
delivery service.


	DELIVERY OF MORTGAGE DOCUMENTS. With respect to
each Loan, the Seller shall cause by no later than thirty (30) days after the
Settlement Date, the original recorded Mortgage and, if applicable, the prior
Assignment of Mortgage to be delivered to Buyer if they have not yet been
returned from the County Records Office. The Seller shall pay the out-of-pocket
costs incurred in connection with such acts.

                                  * Confidential treatment requested


IN WITNESS WHEREOF, this Agreement has been executed as of
the date set forth above.


	
SELLER:
	
BUYER:

	
E-LOAN, INC.
	
THE PROVIDENT BANK

	
By:
	
/s/ Steven M. Majerus
	
 
	
/s/ Stephen Welt

	
Name:
	
Steven M. Majerus
	
Name:
	
Stephen Welt

	
Title:
	
S.V.P. Capital Markets
	
Title:
	
Vice President




















Exhibit A

Underwriting Guidelines

[ ** ] 


                                  * Confidential treatment requested