Exhibit 10.2

CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY
 [ * ] This information has been omitted based on a request for confidentialtreatment.  The non-public information has been filed separately with the SEC.**SYSTEMS AND MARKETING AGREEMENT**
This Systems and Marketing Agreement ("Agreement") is entered into as ofJuly 1, 2001 ("Effective Date") between H&R Block Mortgage Corporation,a Massachusetts corporation having an address at 3 Ada, Irvine, California 92618("HRBM") and E-LOAN, Inc., a Delaware corporation having an office at 5875Arnold Road, Dublin, California 94568 ("E-LOAN") (collectively, the"Parties")

WHEREAS, HRBM is engaged in providing mortgage services that includeprocessing, origination, and funding mortgage loans secured by residentialproperties located in the United States; and

WHEREAS, E-LOAN is engaged in marketing mortgage services via the Internetincluding attracting visitors to E-LOAN's website, providing visitors with avariety of mortgage options, and displaying a variety of competitive loanproducts available on the market;

WHEREAS, HRBM and E-LOAN wish to develop and continue a systems communicationand marketing program ("Program") to facilitate and market HRBM's loan productsto visitors of E-LOAN 's website;

NOW, THEREFORE, in consideration of their mutual promises, the Parties herebyagree as follows:
The Program
- E-LOAN shall market HRBM's various mortgage programs and products toInternet users. The Program shall include a comprehensive marketing plandesigned, executed, and paid for by E-LOAN, to attract visitors to E-LOAN 'swebsite ("Customers") for the purpose of obtaining mortgage loans from HRBM andother mortgage companies. At least [*] of the Customers meeting HRBM SpecifiedCriteria, as set forth in Exhibit A, will be noted and the online preliminaryapplication will be transferred to HRBM for processing; provided, however , that E-LOAN shall not retain more than [*] of such preliminaryapplications during the term of this Agreement; and further provided, however,that all such preliminary applications relating to Customers sourced by orthrough any of E-LOAN 's affinity relationships ("Affinity Customers") shall beprocessed by E-LOAN and shall not be transferred to HRBM under this Agreement.These preliminary applications from Affinity Customers shall not be included inthe pool of applications to which the [*] minimum and [*] maximum shall beapplied. For purposes of this Agreement, "Affinity Customers" are Customers (1)who are employed by or in like manner associated with companies or otherentities with which E-LOAN has a significant strategic relationship evidenced bya strategic alliance agreement (or similarly named agreement), and (2) for whomE-LOAN elects to retain the right to process such loans in order to maintain orsupport a strategic alliance in accordance with a strategic alliance agreement(or similarly named agreement), including the fulfillment of promotion orspecial advantage programs offered to such Customers by virtue of suchalliance.
- Although E-LOAN shall market HRBM to its Customers as required by theProgram: (i) E-LOAN shall not be required to, and shall not, endorse HRBM, inany communications under the Program that are targeted to Customers;(ii) E-LOANshall not be required to recommend HRBM as a mortgage provider and (iii) E-LOANshall not be required to, and shall not as part of the Program, provide advice,counseling or assistance to Customers (other than Affinity Customers) inconnection with any particular HRBM mortgage product or program, for which theyhave applied. E-LOAN shall not hold itself out as a partner, joint venturer, orsimilar business affiliate of HRBM.
**Compensation
.
- HRBM shall pay E-LOAN a marketing fee of [*] per month (the "MonthlyMarketing Fee") for the marketing activities provided under this Agreement inconnection with the Program. Each Monthly Marketing Fee shall be paid on orbefore the twentieth (20th) day following the end of each month. To illustrate,the Monthly Marketing Fee due for July, 2001 marketing shall be due on or beforeAugust 20, 2001. The Parties each acknowledge and agree that the MonthlyMarketing Fee reflects the reasonable and fair market value of the goods andservices to be provided by E-LOAN under the Program, without regard to the valueor volume of mortgage loans that may be attributable to the Program.
**Term and Termination
.
- The term of this Agreement shall be for a period of three (3) monthscommencing on its Effective Date unless earlier terminated in accordance withthe provisions of this Section 3.
- Notwithstanding anything to the contrary in this Agreement, either party mayterminate this Agreement at any time, in the following situations ("Events ofDefault")
Material breach or this Agreement by the other party which remains uncuredafter thirty (30) days' written notice thereof;
A party makes a general assignment for the benefit of creditors, or files avoluntary petition in bankruptcy or for reorganization or arrangement under thebankruptcy laws, or a petition in bankruptcy is filed against a party and is notdismissed within sixty (60) days after filing, or a receiver or trustee isappointed for all or any part of the property or assets of a party.

- Upon expiration or earlier termination of this Agreement, all of theparties' obligations hereunder shall terminate, except: (i) HRBM shall continueto process, in due course any mortgage loan applications submitted by anyCustomer and transferred to HRBM prior to the date of termination; (ii) HRBM'sobligation to pay any then due Monthly Marketing Fee will be prorated as of suchdate; and (iii) the provisions of Sections 7, 8 and 14 of this Agreement shallsurvive.
**Relationship
. The relationship between HRBM and E-LOAN shall be thatof independent contractors and neither party shall be or represent itself to bean agent, employee, partner or joint venturer of the other, nor shall eitherparty have or represent itself to have any power or authority to act for, bindor commit the other.
**Representations and Warranties
.
- HRBM's Authority/Legal Actions. HRBM is a corporation duly organized,validly existing and in good standing under the laws of the Commonwealth ofMassachusetts with full corporate power and authority to transact the businesscontemplated by this Agreement and it possesses all requisite authority, power,license, permits and franchises to conduct its business as presently conducted.Its execution, delivery and compliance with its obligations under the terms ofthis Agreement are not prohibited or restricted by any government agency. Thereis no claim, action, suit, proceeding or investigation pending or, to the bestof HRBM's knowledge, threatened against it or against any of its principalofficers, directors or key employees, which, either in any one instance or inthe aggregate may result in an adverse change in the business, operations,financial condition, properties or assets of HRBM, or in any impairment of theright or ability of HRBM to carry on its business substantially as now conductedthrough its existing management group, or in any material liability on the partof HRBM, or which would draw into question the validity of this Agreement.
- E-LOAN's Authority/Legal Actions. E-LOAN is a corporation duly organized,validly existing and in good standing under the laws of the State or Delawarewith full corporate power and authority to transact any and all businesscontemplated by this Agreement and it possesses all requisite authority, power,license, permits and franchises to conduct its business as presently conducted.Its execution, delivery and compliance with its obligations under the terms ofthis Agreement are not prohibited or restricted by any government agency. Thereis no claim, action, suit, proceeding or investigation pending or, to the bestof E-LOAN's knowledge, threatened against it or against any of its principalofficers, directors or key employees which, either in any one instance or in theaggregate, may result in an adverse change in the business, operations, originalcondition, properties or assets of E-LOAN, or in any impairment of the right orability of E-LOAN to carry on its business substantially as now conductedthrough its existing management group, or in any material liability on the partof E-LOAN, or which would draw into question the validity of this Agreement. Theinformation and content on the E-LOAN website (other than information suppliedby HRBM)and the E-LOAN Marks (as defined below) licensed hereunder, do not andwill not infringe on the patent, copyright, trademark, trade name or otherproprietary right of any third party.
- E-LOAN's Compliance. E-LOAN's website structure, format, information, andcontent, as built and as used by E-LOAN shall be in full compliance with allapplicable federal and state laws and this Agreement. E-LOAN has obtained, orwill have obtained in connection with the transactions contemplated by thisAgreement, all necessary federal and state approvals in connection withoperation and ownership or its website and the content thereof and will make thenecessary changes to its website to reflect this Agreement and insure accuraterepresentation. The Privacy notices and Privacy Policies of E-LOAN's websiteshall be consistent with the Federal Trade Commission's procedure or rules, andcomply with acceptable trade practices.
**Execution/Conflict with Existing Laws or Contracts
. The parties havetaken all necessary action to authorize their respective execution, delivery andperformance of this Agreement The execution and delivery of this Agreement andthe performance of the obligations of the respective parties hereunder will not(i) conflict with or violate the Certificate or Incorporation or Bylaws ofeither party or any provision of any law or regulation or any decree, demand ororder to which either pad is subject or (ii) conflict with or result in a breachof or constitute a default (or an event which, with notice or lapse of time, orboth, would constitute a default) under any or the terms, conditions orprovisions of any agreement or instrument to which either party is a party or bywhich it is bound, or any order or decree applicable to either party, or resultin the creation or imposition of any lien on any of their assets orproperty.
**Confidential Information
. Each party recognizes that during the termof this Agreement, its directors, officers, employees and authorizedrepresentatives such as attorneys and accountants, may obtain knowledge or tradesecrets, customer lists, membership lists and other confidential information orthe other party which is valuable, proprietary, special or unique to thecontinued business of that party, which information is initially delivered inwritten form including electronic form or is summarized and delivered in writingwithin thirty (30) days after initial delivery in non-written form, and whichwriting is marked "Confidential" or in a similar nature to indicate itsnonpublic and proprietary nature ("Confidential information. However,Confidential Information does not include information that is or (i) becomesavailable to the general public other than through a breach by the recipientparty, (ii) already known to the recipient party as or the time of communicationto the recipient party, (iii) developed by the recipient party independently orand without reference to information communicated by the other party, or (iv)rightfully received by the recipient party from a third party which third partyis not under a legal duty of confidentiality with respect to such information.Accordingly, each party as a recipient of the other's Confidential Informationagrees to hold the Confidential Information of the communicating party and theterms and conditions of this Agreement in confidence and to use diligent effortsto ensure that the communicating party's Confidential Information the termshereof are held in confidence by it officers, directors, employees,representatives and others over whom it exercises control Upon discovering anyunauthorized disclosure of the communicating party's Confidential Information orthe terms or this Agreement, the recipient will use diligent efforts to recoversuch information and to prevent its further disclosure to additional thirdparties. In addition, the recipient party will promptly notify the communicatingparty in writing of any such unauthorized disclosure of the communicatingparty's Confidential Information. The parties' obligations under this paragraphwill survive for a period or three (3) years following the expiration or earliertermination of this Agreement.
**Hold Harmless
.
- HRBM agrees to indemnify, defend and hold E-LOAN harmless from and againstany and all claims, suits, actions, liability, losses, expenses or damages whichmay hereafter arise, which E-LOAN, its affiliates, directors, officers, agentsor employees may sustain due to or arising out of any misrepresentation,negligent act or omission by HRBM, its affiliates, officers, agents,representatives or employees or out of any act by HRBM, its affiliates,officers, agents, representatives or employees in violation of this Agreement orin violation of any applicable law or regulation. Provided, however, the aboveindemnification shall not provide coverage for (a) any claim, suit or action,liability or loss, expense or damage that resulted from E-LOAN'S negligent actor omission or a breach by E-LOAN of any of its representations, warranties orobligations under this Agreement, or (b) the amount by which any cost, fee,expense or loss associated with any of the foregoing were increased as a resultof an act or omission on the part of E-LOAN. As a condition of the foregoingindemnity obligation, E-LOAN agrees to give HRBM reasonably prompt notice of anythird party claim.
- E-LOAN agrees to indemnify, defend and hold HRBM harmless from and againstany and all claims, suits, actions, liability, losses, expenses or damages whichmay hereafter arise, which HRBM, its affiliates, directors, officers, agents oremployees may sustain due to or arising out of any misrepresentation, negligentact or omission by E-LOAN, its affiliates, officers, agents, representatives oremployees or out of any act by E-LOAN, its affiliates, officers, agents,representatives or employees in violation of this Agreement or in violation ofany applicable law or regulation. Provided, however, the above indemnificationshall not provide coverage for (a) any claim, suit or action, liability or loss,expense or damage that resulted from a negligent act or omission of HRBM or thatis attributable to a breach by HRBM of any of its representations, warranties orobligations pursuant to this Agreement, or (b) the amount by which any cost,fee, expense or loss associated with any of the foregoing were increased as aresult of an act or omission on the part of HRBM. As a condition of theforegoing indemnity obligation, HRBM agrees to give E-LOAN reasonably promptnotice of any third party claim.
**Notices
. All notices required or permitted by this Agreement shall bein writing and shall be given by certified mail, return receipt requested or byreputable overnight courier with package tracing capability and sent to theaddress at the read of this Agreement or such other address that a partyspecified in writing in accordance with this paragraph.
**Disclaimer Concerning Tax Effects
. Neither party to this Agreementmakes any representation or warranty to the other regarding the effect that thisAgreement and the consummation of the transactions contemplated hereby may haveupon the foreign, federal, state or local tax liability of the other.
**Disclaimer of Warranties
. Neither E-LOAN nor HRBM guaranteescontinuous or uninterrupted display or distribution of any links contemplatedhereunder, or continuous or uninterrupted operation of their respectivewebsites. In the event of interruption of display or distribution of E-LOAN's orHRBM's links or the parties' websites (or any portion there to the parties' soleobligation to each other shall be to restore service as soon as practical. In noevent will either party be liable for consequential, punitive special orindirect damages in connection with this Agreement or the obligationscontemplated hereby even if they are advised of the possibility of such damages.Notwithstanding the foregoing, or any other provision in this Agreement, shouldoperation be interrupted for eight or more hours throughout a day (an"Interrupted Day") for five consecutive calendar days or longer, the MonthlyMarketing Fee shall be reduced by that amount equal to $2,500 per day for eachInterrupted Day.
**Capitalized Terms
. Capitalized terms used herein shall have themeanings set forth herein.
**Amendment
. The terms and conditions of this Agreement may not bemodified or amended other than by a writing signed by both parties.
**Trademark License
. Neither party may use the other partiestrademarks, service marks, trade names, logos, or other commercial or productdesignation (collectively "Marks") for any purpose whatsoever without the priorwritten consent of the other party.
**Assignment/Binding Nature
. Neither party may assign, voluntarily, byoperation of law, or otherwise, any rights, or delegate any duties under thisAgreement to any party that is not an affiliate of itself as of the EffectiveDate, without the other party's prior written consent, except that either partymay assign this Agreement or any of its rights or obligations arising hereunderto the surviving entity in a merger, acquisition, reorganization orconsolidation in which it participates, or to a purchaser of substantially allof its assets; providing that the assigning party will give reasonable writtennotice to the nonassigning party in advance of such merger, acquisition or otherassignment and that the surviving entity is not a competitor to the nonassigningparty. Subject to the foregoing, this Agreement shall be binding upon and shallinure to the benefit of the successors and assigns of the Parties.
**Entire Agreement
. This Agreement and any Exhibits attached heretoconstitute the entire Agreement between the Parties and supersede all oral andwritten negotiations of the Parties with respect to the subject matterhereof.
**Governing Law
. This agreement shall be subject to and construed underthe laws of the State of California, without reference to conflicts of lawprovisions thereof.
**Severability
. If any provision of this Agreement should be invalid,illegal or in conflict with any applicable state or federal law or regulation,such law or regulation shall control, to the extent or such conflict, withoutaffecting the remaining provisions or this Agreement. This Agreement shall bedeemed to be severable and, if any provision is determined to be void orunenforceable, then that provision will be deemed severed and the remainder orthe Agreement will ,remain in effect. Without limiting the foregoing, if eitherparty is advised by counsel or a regulatory body having jurisdiction over theparty's activities that any provision of this Agreement violates any applicablefederal or state law or regulation, then the parties agree cooperate to complywith such advice by modifying or terminating this Agreement (in whole or inpart).

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed theday and year first above written.

E-LOAN, Inc.

By: /s/ Joseph J. Kennedy
H&R Block Mortgage Corporation

By: /s/ Tim Owens**EXHIBIT A

HRBM Specified Criteria

*	Credit scores must be less than [*]

*	Property loan to value must be [*]or less

*	Residential 1-4 unit properties only

*	First mortgage purchase and refinance applications

*	Minimum loan size of [*]

All states except for Alaska, Hawaii and Alabama.
**CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY
 [ * ] This information has been omitted based on a request for confidentialtreatment.  The non-public information has been filed separately with the SEC.**************************************