Exhibit 10.6

This Correspondent Loan Purchase Agreement
("Agreement"), dated the 7thday of August, 2001,
by and between CitiMortgage, Inc. ("CMI"), for itself and on behalf of
Citibank, FSB, Citibank, N.A., Citibank (NYS) and Citibank (Nevada), N.A., and
E-LOAN, Inc.("Correspondent").

In consideration of the terms contained in this Agreement, CMI and
Correspondent agree as follows:

1.	PURCHASE AND SALE OF MORTGAGE LOANS

From time to time, Correspondent may sell to CMI and CMI may purchase from
Correspondent one or more residential mortgage, home equity or other loans
("Loan(s)") in accordance with the terms, conditions, requirements, procedures,
representations and warranties set forth in the "CitiMortgage, Inc.
Correspondent Manual" and all amendments, bulletins, program requirements and
supplements to such Manual (collectively hereinafter referred to as the "CMI
Manual"), and this Agreement. CMI and Correspondent agree that the CMI Manual is
incorporated by reference herein and is part of this Agreement.

For each Loan offered for sale by Correspondent to CMI, Correspondent will
deliver Loan documentation to CMI in accordance with the applicable terms,
conditions, requirements, procedures. representations and warranties set forth
in the CMI Manual. CMI may purchase Loans with or without conducting a complete
review of the Loan documentation. CMI's review of, or failure to review, all or
any portion of the Loan documentation shall not affect CMI's rights to demand
repurchase of a Loan or any other CMI right or remedy provided by this
Agreement.

For each Loan GMI agrees to purchase, GMI shall pay the amount agreed upon by
CMI and Correspondent ("Purchase Price") in accordance with the applicable
provisions of the CMI Manual. CMI may offset against the Purchase Price any
outstanding fees or other amounts owing from Correspondent to CMI in connection
with the particular purchase or other transactions.

As of the date CMI purchases each Loan, Correspondent will (i) transfer
to CMI all of its right, title and interest in and to each Loan, including
without limitation all documents held or subsequently acquired by Correspondent
relating to each Loan and (ii) execute all documents necessary to transfer
such right, title and interest to CIVIL

2.	REPRESENTATIONS AND WARRANTIES

Correspondent represents, warrants and covenants throughout the term of this
Agreement as follows:

(a)	That it is duly organized, validly existing, in good standing,
qualified and authorized to do business in each jurisdiction where it originate
Loans or where a property securing any of its Loans is located: that all
corporate or other actions and approvals necessary for the execution and
performance of this Agreement have been taken and/or received: and that no
consent from any third party is required for the execution and performance of
this Agreement.

(b)	That it (i) holds and shall maintain in good standing throughout
the term of this Agreement all applicable license(s) and/or registration(s) in
each jurisdiction that is/are necessary for Correspondent's Loan origination,
purchase and sale activities under this Agreement and (ii) is in full
compliance with all laws in each jurisdiction which govern Correspondent's
activities under this Agreement. Correspondent agrees to promptly provide CMI
with copies of all such license(s) and/or registration(s) upon request by
CMI.

(c)	That it will allow CMI to periodically investigate the financial
(including but net limited to obtaining corporate and/or individual credit
reports) and other status of Correspondent and, if necessary, the financial and
other status of Correspondent's directors. officers and/or employees. If
necessary. Correspondent shall cooperate with CMI to obtain the written consent
of one or more of Correspondent's directors. officers and/or employees to such
periodic investigation. Correspondent agrees that the failure to obtain such
consent may result in the termination of this Agreement in accordance with the
provisions of Sec. 7.

(d)	That it is thoroughly familiar with and will comply with all
applicable federal (including but not limited to the Real Estate Settlement
Procedures Act, Truth-in-Lending Act, Equal Credit Opportunity Act and federal
fair lending. laws). state and, if necessary, local laws and regulations
directly or indirectly relating to its activities under this Agreement
(including but not limited to involvement in such activities of individuals
convicted of crimes involving dishonesty or breach of trust).

(e)	That Correspondent is an approved seller/servicer of conventional
residential adjustable and fixed-rate mortgage Loans for Fannie Mae, Freddie
Mac, and/or is a FHA-, VA- and/or HUD-approved mortgagee ; that Correspondent is
duly qualified. licensed, registered and otherwise authorized under all
applicable laws and regulations and is in good standing to (i) originate,
sell, endorse and assign Loans and, if applicable, the related Loan collateral
to CMI, (ii) service Loans in the jurisdiction(s) where, if applicable, the
properties securing such Loans are located for Fannie Mae, Freddie Mac, FHA or
VA, and (iii) no event has occurred that would make Correspondent unable to
comply with Fannie Mae, Freddie Mac, FHA, VA or HUD eligibility requirements or
that would require notification to Fannie Mae, Freddie Mac, FHA or VA or
HUD.

(f)	That it does not believe, nor does it have any reason or cause to
believe, it cannot perform every covenant contained in this Agreement or
continue to carry on its business substantially as now conducted: that it is
solvent and the sale of Loans will not cause it to become insolvent: that no
action, suit, proceeding or investigation pending or threatened against
Correspondent, either alone or in the aggregate, may result in its inability to
carry on its business substantially as now conducted: and that the sale of Loans
under this Agreement is not undertaken with the intent to hinder, delay or
defraud any of its creditors.

(g)	That it has obtained and reviewed or will, upon execution of this
Agreement, promptly obtain and review the CMI Manual and will fully comply with
its terms, conditions, requirements and procedures.

(h)	That it does not currently and will not in the future employ any
entity or individual on the Freddie Mac exclusionary list.

(i)	That neither this Agreement nor any statement. report or other
information provided or to be provided pursuant to this Agreement (including but
not limited to the statements and information contained in the documentation for
each Loan purchased by CMI) contains or will contain any misrepresentation or
untrue statement of fact or omits or will omit to state a fact necessary to make
the information not misleading. The provisions of this sub-section shall not
apply to information obtained from (i) appraisers. escrow agents, title
companies. closers, credit reporting agencies or any other entity approved by
CMI ("Approved Entity") unless Correspondent knows or has reason to believe that
any information provided by such Approved Entity is not true, correct or valid
in any material respect and (ii) the Loan applicant(s) unless Correspondent
knows, has reason to believe or, after performing its normal due diligence and
quality control review, should have known that any information provided by the
Loan applicant(s) is not true, correct or valid in any material respect.

(j)	That the documentation for each Loan sold to CMI (i) shall be
duly executed by the borrower(s), (ii) shall create a valid and legally
binding obligation of the borrowers(s) and (iii), if applicable, shall create a
fully enforceable first or subordinate lien on the property securing repayment
of the Loan.

(k)	That each mortgage, home equity or other Loan (i) shall be fully
enforceable and originated in accordance with the terms, conditions,
representations, warranties and covenants contained in the CMI Manual and this
Agreement which were in effect as of the Loan closing date, (ii), if applicable,
was serviced in accordance with applicable Fannie Mae, Freddie Mac, FHA, VA
and/or HUD requirements and industry standards. and (iii) is subject to no
defects or defenses, including but not limited to damage to the property
securing the Loan, lien imperfections or environmental risk.

(I)	That any third-party originators referring, or in any way involved
with, any Loan shall be, at a minimum. approved by Correspondent according to
Fannie Mae, Freddie Mac, FHA, VA and'/or HUD guidelines for approving third-
party originators as described in the CMI Manual.

(m)	That it will immediately notify CMI if it (i) fails to maintain
any license or registration in violation of Sec. 2(b) above and/or
(ii) becomes subject to any enforcement and/or investigative proceeding by
any licensing or regulatory authority or agency and/or (iii) is named as a
party or becomes involved in any material litigation.

(n)	That it will immediately notify CMI if (i) Correspondent and/or
any of its principal director(s) or owner(s) becomes the debtor in any voluntary
or involuntary bankruptcy proceeding, (ii) Correspondent and/or any of its
principal director(s) or owner(s) requests the appointment of a receiver and/or
(iii) Correspondent and/or any of its principal director(s) or owner(s) has
incurred or is likely to incur a material, adverse change in its/their financial
condition.

(o)	That it will immediately notify CMI of any material change in
ownership and/or management.

(p)	That it will promptly respond to or otherwise comply with CMI's
reasonable request(s) for periodic financial statements of Correspondent and/or
any of its principal director(s) or owners and any other documentation required
by CMI in connection with the recertification of Correspondent.

(q)	That it will fully comply with all additional representations,
warranties and covenants contained in the CMI Manual.

(r)	That all representations, warranties and covenants contained in this
Agreement and the CMI Manual shall survive the expiration and termination of
this Agreement.

3.	COSTS

Correspondent shall pay all costs and expenses incurred in connection with
the transfer and delivery of Loans to CMI purchased pursuant to this Agreement,
including but not limited to mortgage Loan assignment preparation and recording
fees, fees for title policy endorsements and continuations, and Correspondent's
attorneys' fees.

4.	CORRESPONDENT ADVERTISING; NON-SOLICITATION AND CUSTOMER PRIVACY

Correspondent may advertise to the public the availability of various Loan
programs, but Correspondent may not, in any way, directly or indirectly identify
CMI in all such advertising unless (i) required by applicable law or
(ii) CMI has, in advance, approved use of CMI's name in such
advertising.

Correspondent agrees that the borrower(s) on all Loans shall, at the time of
purchase by CMI, become the exclusive customers of CMI for all Loan-related
purposes. During the first twelve (12) months after the date any Loan is
purchased by CMI, Correspondent represents and warrants that Correspondent,
Correspondent's directors, officers, employees, agents or affiliates will not,
without the prior consent of CIVIL (i) use targeted advertising, solicit or
otherwise directly encourage or incent the Loan borrower(s) to refinance or
prepay the Loan that was purchased by CMI, (ii) prepare, sell or distribute
any customer list incorporating the names, addresses or any non-public personal
information of such borrower(s) or (iii) use any such customer list to
solicit, promote, or allow any other entity to solicit or promote, the sale of
financial services or products to any such borrower(s). CMI and Correspondent
agree that nothing contained herein shall prohibit advertising or solicitation
by Correspondent that is directed to the general public in the area where the
Loan borrower(s) reside(s).

Correspondent acknowledges that it has received a copy of the Citigroup
Privacy Promise and/or Citigroup Privacy Policy and, to the extent necessary,
shall comply with all applicable provisions of such Promise and/or Policy.
Correspondent also agrees that it shall comply with all applicable federal or
state laws related to the use and/or retention of the non-public personal and/or
financial information associated with all Loans and the related Loan
borrower(s).

5.	TERM

This Agreement is for an initial one-year term and shall automatically renew
for successive one-year terms, unless terminated pursuant to Section 7 of
this Agreement.

6.	RELATIONSHIP BETWEEN CMI AND CORRESPONDENT

This Agreement will not create any agency between Correspondent and CIVIL
Correspondent shall conduct its business under this Agreement as an independent
contractor and shall have the rights and responsibilities of an independent
contractor.

CMI shall not be responsible for any actions or omissions by Correspondent.
Correspondent agrees it will not represent, orally, in writing, by implication
or otherwise, that it can act in any capacity on behalf of CMI.

CMI is prescribing no marketing plan for Correspondent and exercises no
control over the methods, operations and practices of Correspondent except as
provided in this Agreement and the CMI Manual.

Correspondent acknowledges it is not selling or distributing CMI's services,
and CMI has made no promise, representation or warranty regarding the
profitability of any arrangement with Correspondent.

Correspondent and CMI acknowledge that each will be providing the other party
with valuable proprietary information ("Confidential Information"), including
but not limited to information regarding CMI's or Correspondent's products,
programs, underwriting policies, procedures and customers. Except as necessary
to perform its obligations under this Agreement or as required by law, each
party will not disclose any Confidential Information to any person outside that
party's organization and will limit access to this information within its
organization on a strict "need to know" basis. Each party agrees to notify all
of its directors, officers, employees and other agents of its obligations
regarding Confidential Information and will cause such directors, officers,
employees and other agents to comply with such obligations.

7.	TERMINATION

CMI may immediately terminate this Agreement without notice and CMI then will
have no further obligations under this Agreement upon: (1) the failure of
Correspondent to perform or abide by any term, condition, covenant or obligation
contained in this Agreement or the CMI Manual; (2) the finding by CMI that any
representation or warranty made by Correspondent is false or incorrect in any
material respect; (3) commencement by or against Correspondent of any
bankruptcy, insolvency or similar proceedings; (4) CMI's determination that
Correspondent's actions contravene the terms and conditions of this Agreement or
could adversely impact CMI's activities or reputation; or (5) the failure of
loans sold by Correspondent to CMI pursuant to this Agreement to satisfy CMI's
expectations regarding loan quality and/or performance.

Either party may terminate this Agreement for any other reason upon thirty
(30) calendar days prior notice to the other. In the event of termination,
Correspondent shall fully cooperate with and assist CMI in obtaining the
documentation necessary to complete the processing and full resolution of all
matters (including but not limited to the delivery of all application and/or
closed loan documents and, if applicable, all Loan insuring documentation)
relating to all Loans purchased by CMI.

8.	ASSIGNMENT

Correspondent may not assign this Agreement or any of its responsibilities
under this Agreement. CMI reserves the right. upon notice to Correspondent, to
assign or delegate in whole or in part its obligations and responsibilities
under this Agreement to any affiliated entity engaged in the business of
residential financing.

9.	NON-EXCLUSIVE AGREEMENT

Correspondent's rights under this Agreement are on a non-exclusive basis. CMI
shall be free to market its products and services to, and to contract with,
other parties and customers as it deems appropriate.

10.	INDEMNIFICATION

Correspondent agrees to indemnify and hold CMI harmless from any and all
claims, actions and costs, including reasonable attorneys' fees and costs,
arising from (i) Correspondent's performance or failure to perform under
the terms, conditions or obligations of this Agreement or the CMI Manual
(including but not limited to Correspondent's failure to timely deliver all
documents and records associated with or related to all Loans purchased by CMI
pursuant to this Agreement), (ii) any fraud, misrepresentation or breach of
any representation, warranty or covenant contained this Agreement or the CMI
Manual and/or (iii) Correspondent's advertisements, promotions or other
activities. This indemnification shall extend to any action or inaction by the
directors, officers, employees, agents, independent contractors or other
representatives of Correspondent and shall survive the expiration and
termination of this Agreement.

11.	CURE OR REPURCHASE

If CMI, in its sole and exclusive discretion, determines any Loan purchased
pursuant to this Agreement:

(i) was underwritten and/or originated in violation of any term, condition,
requirement or procedure contained in this Agreement or the CMI Manual in effect
as of the date CMI purchased such Loan;

(ii) was underwritten and/or originated based on any materially inaccurate
information or material misrepresentation made by the Loan borrower(s),
Correspondent, Correspondent's directors, officers, employees, agents,
independent contractors and/or affiliates, or any other party providing
information relating to said Loan;

(iii) was or is capable of being rescinded by the applicable borrower(s)
pursuant to the provisions of any applicable federal (including but not limited
to the Truth-in-Lending Act) or state law or regulation;

(iv) must be repurchased from any secondary market investor (including but
not limited to the Fannie Mae, Freddie Mac. FHA, VA, HUD or Government National
Mortgage Association) due to a breach by Correspondent of any representation,
warranty or covenant contained in this Agreement or the CMI Manual or a failure
by Correspondent to comply in all material respects with the applicable CMI
Manual terms, conditions, requirements and procedures; and/or

(v) was subject to an Early Payment Default (as defined in the CMI Manual),
an Early Payoff (as defined in the CMI Manual) or any other payment related
defect (as defined in the CMI Manual)

Correspondent will, upon notification by CMI, correct or cure such defect
within the time prescribed by CMI to the full and complete satisfaction of CMI.
If, after receiving such notice from CMI, Correspondent is unable to correct or
cure such defect within the prescribed time, Correspondent shall, at CMI's sole
discretion, either (i) repurchase such defective Loan from CMI at the price
required by CMI ("Repurchase Price") or (ii) agree to such other remedies
(including but not limited to additional indemnification and/or refund of a
portion of the Loan purchase price) as CMl may deem appropriate. If CMI requests
a repurchase of a defective Loan, Correspondent shall, within ten (10) business
days of Correspondent's receipt of such repurchase request, pay to CMI the
Repurchase Price by cashier's check or wire transfer of immediately available
federal funds. If such defective Loan is owned by CMI at the time of repurchase
by Correspondent. CMI shall, upon receipt of the Repurchase Price, release to
Correspondent the related mortgage file and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse or
warranty, as shall be necessary to vest in Correspondent or its designee title
to the repurchased Loan.

Correspondent agrees and acknowledges that the provisions of this
Sec. 11 do not, in any way, eliminate, diminish or impair Correspondent's
indemnification obligations contained in Sec. 10.

12.	GOVERNING LAW; VENUE

This Agreement shall be governed by the laws of the State of Missouri and
applicable federal law.

CMI and Correspondent agree that any action, suit or proceeding to enforce or
defend any right or obligation under this Agreement or otherwise arising out of
either party's performance under this Agreement shall be brought in St. Louis
County Circuit Court or the United States District Court for the Eastern
District of Missouri and each party irrevocably submits to the jurisdiction of
either forum and waives the defense of an inconvenient forum to the maintenance
of any such action. suit or proceeding in such state or federal court and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in either forum.

13.	NOTICE

All notices to CMI shall be sent in accordance with the applicable provisions
of the CMI Manual and' shall be addressed according to such provisions.

Prior to or at the time Correspondent executes this Agreement, it shall
provide CMI with one or more procedures and addresses for delivering notices
pursuant to this Agreement. In addition to these procedures and addresses.
Correspondent agrees and acknowledges that CMI may deliver all notices required
by this Agreement in writing to Correspondent at the address listed on the last
page of this Agreement.

14.	MODIFICATION; MERGER: ENTIRE AGREEMENT; NO WAIVER OF RIGHTS

This Agreement may not be modified except by a document or record signed by
both CMI and Correspondent. This Agreement (including the CMI Manual) contains
the entire agreement of the parties and supersedes all previous agreements
(including all amendments thereto) between the parties hereto. Any
representations, promises or agreements not contained in this Agreement or the
CMI Manual shall have no force or effect. The failure of either party to
exercise any right given to it under this Agreement or to insist on strict
compliance of any obligation under this Agreement shall not constitute a waiver
of any right, including the right to insist on strict compliance in the
future.

15.	ON-SITE REVIEW AND DOCUMENT COLLECTION

Correspondent shall permit any officer, employee or designated representative
of CMI, at any reasonable time during regular business hours and upon reasonable
advance notice by CMI, to conduct an examination and audit on Correspondent's
premises of any of the processes implemented and documents kept by Correspondent
regarding any Loan purchased by CMI pursuant to this Agreement. If Correspondent
fails to timely deliver, in accordance with the applicable terms and conditions
specified in the CMI Manual, all documents and records associated with or
related to any Loan purchased by CMI pursuant to this Agreement, Correspondent
shall also give CMI and its officers. employees, or designated representatives
reasonable access to Correspondent's premises in order to allow CMI to retrieve,
prepare or otherwise obtain all such documents and records. Correspondent shall
also make its officers, employees and/or designated representatives available to
CMI and shall cooperate with CMI in all such examinations, audits and document
and record collection activities.

16.	AUTHORITY TO EXECUTE AGREEMENT

Correspondent represents and warrants that it has all requisite power,
authority and capacity to enter into this Agreement and to perform all
obligations required of it hereunder. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have each
been duly and validly authorized by all necessary action(s). Correspondent
shall, upon request by CMI, execute such supplemental resolutions,
acknowledgments and/or certifications as may be reasonably necessary to evidence
such power, authority and capacity.

17.	CORRESPONDENT GRANT OF LIMITED POWER OF ATTORNEY

Correspondent hereby appoints CMl and the directors, officers, employees,
agents, successors and assigns of CMI as its true and lawful attorney-in-fact
without right of revocation and with full power of substitution for and in its
place and stead to (i) demand and control all sums due on Loans purchased
pursuant to this Agreement and to enforce all rights with respect thereto,
(ii) endorse, mark, place or otherwise evidence Correspondent's name as
payee on all checks, drafts, acceptances or other form of partial or full Loan
payment delivered or tendered to CMI, (iii) endorse, mark, place or
otherwise evidence Correspondent's name on all notes, mortgages, deeds of trust,
and other forms of security instruments or collateral and all assignments, full
or partial releases or satisfactions of said mortgages, deeds of trust, and
other forms of security instruments or collateral for all Loans purchased
pursuant to this Agreement. Correspondent agrees to execute such other documents
as CMI may reasonably request to evidence the appointment of CMI as
Correspondent's attorney-in-fact.

18.	MISCELLANEOUS

All capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the CMI Manual. All Section headings are for convenience
only and shall not be construed as part of this Agreement. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction and,
to accomplish this purpose, the provisions hereof are severable. This Agreement
shall not be effective until signed by both parties.

IN WITNESS WHEREOF, the duly authorized officers of CMI and Correspondent
have executed this Agreement as of the date first above written.



|CITIMORTGAGE, INC.      | E-LOAN, Inc.
(CORRESPONDENT                                     
|----------------------- | ----------------------------------------------------------------
|By:/s/ Robert Wetherell | By:/s/ Steven M. Majerus                                        
|Title:Vice President    | Title:V.P. Secondary Marketing                                  
|Date:8/7/01             | Date:6/15/01                                                    
|                        | Correspondent Notice Address:
5875 Arnold Road, Dublin, CA 94568

APPROVED BY CITIBANK, FSB FOR
UNDERWRITING AND CREDIT POLICY COMPLIANCE:

By:/s/ John D. March

Citibank, FSB Title:VP

Date:8/9/01

NOTE: THE TEXT OF THIS AGREEMENT MAY NOT BE CHANGED IN ANY MANNER
WITHOUT THE EXPRESS PERMISSION OF CITIMORTGAGE, INC.

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