Exhibit 10.7


[**] Confidential Treatment RequestedDeltaSkyMiles® Program Participation Agreement

This Agreement, effective the ______ day of _____________, 2002
(the "Effective Date") by and between Delta Loyalty Management Services, Inc.
("DLMSI"), having its principal place of business at 1030 Delta Boulevard,
Atlanta, Georgia 30320, and E-LOAN, Inc. ("Company"), having its principal place
of business at 5875 Arnold Road, Dublin, CA 94568, in connection with Company's
participation in the Delta SkyMiles Program.

Whereas, DLMSI has developed the SkyMiles® Program, under which Members
are awarded Delta Miles for travel on Delta Air Lines and certain other SkyMiles
Program Participants, and for the purchase of goods or services from other
SkyMiles Program Participants in association with the SkyMiles Program, and can
obtain bonus travel and other SkyMiles Program Awards for such SkyMiles Program
Activity; and

Whereas, Company desires to purchase Delta Miles to provide to Members as an
incentive to conduct business with Company; and

Whereas, DLMSI is willing to sell Delta Miles to Company on the following
terms and conditions;

Now therefore, in consideration of the mutual covenants and promises in this
Agreement, the parties agree as follows:

1. Definitions
2. Program Conditions
3. Company will conduct an incentive program as set forth in Exhibit A to
this Agreement (the "Incentive Program"), which offers Company Customers who are
Members a specified number of Delta Miles in exchange for certain activities
described in the Incentive Program. All aspects of the Incentive Program
concerning in any way the SkyMiles Program shall be and remain in all respects
consistent with the SkyMiles Program Rules and this Agreement. Company will not
change any material element of the Incentive Program without DLMSI's prior
written consent.
4. Except as otherwise expressly set forth in this Agreement and subject to
Company's underwriting standards and conditions, in offering its services to
consumers who visit Company's website, Company shall not treat Members less
favorably than non-Members.
5. DLMSI will enroll as Members all Company Customers who elect to become
members in the SkyMiles Program subject to the same terms and conditions as
generally applicable to Members enrolled directly by DLMSI. Delta Miles credited
to SkyMiles Program accounts as a result of Company's participation in the
SkyMiles Program shall have the same redemption value and be subject to the same
terms and conditions as Delta Miles otherwise credited to SkyMiles Program
accounts. If the SkyMiles Program is terminated, Delta Miles credited to
Members' accounts as a result of Company's participation in the SkyMiles Program
shall be entitled to the same redemption rights as any other Delta Miles. All
Delta Miles credited to Members' SkyMiles Program accounts as a result of
Company's participation in the SkyMiles Program shall be "standard" miles,
unless otherwise agreed to in writing by Delta, and shall not count toward a
Member's Medallion or other elite status.
6. DLMSI and Company designate the following individuals as their
representatives through which DLMSI and Company shall operate concerning all
SkyMiles Program related matters.  DLMSI and Company shall confirm to the other
all contact information concerning such representatives every six (6) months
during the Term.
7. Posting of Miles; Records
8. Within 10 business days after the last day of each calendar month, or at
such other intervals as agreed to in writing by the parties, Company will supply
DLMSI with data in a mutually agreed format, containing the Member's name,
SkyMiles Program account number, and Delta Miles to be awarded in accordance
with the Incentive Program (the "Member Data"). Company will bear all
responsibility for ensuring the accuracy of the Member Data and the calculation
of Delta Miles earned by each Member.
9. Commensurate with supplying Member Data to DLMSI under Section 3(a)
above, Company will submit payment for miles to be posted to Delta by overnight
delivery or wire transfer as described in Section 4, including the
applicable Excise Tax. This payment shall be the greater of the minimum monthly
payment of $[**] or the amount calculated in accordance with the Member Data as
set forth in Section 3(a). Should Company make the minimum monthly payment,
DLMSI will credit Company the difference between the cost of the total Delta
Miles awarded per the Incentive Program for that month and the minimum monthly
payment, which Company can apply toward future Delta Miles purchased per the
agreed upon price in Exhibit B.
10. Company will keep complete and accurate records of its transactions with
Members. From time to time, as DLMSI may reasonably request, Company will
certify in writing the fact that a Person or Persons reported as accruing Delta
Miles did properly do so as provided in Article 2 of this Agreement.
11. Payment
12. Company will compensate DLMSI for each Delta Mile posted to a Member's
SkyMiles Program account as set forth in Exhibit B.
13. Payment must be sent to the following address:
14. All Delta Miles posted under this Agreement are subject to federal excise
taxes pursuant to Section 4261 of the Internal Revenue Code, or any
successor federal excise tax ("Excise Tax").
15. Any discrepancies that arise from the payment for miles under
Section 3(b) will be invoiced or credited by DLMSI. Company will pay the
amount stated on the invoice, in immediately available funds, Directly to DLMSI,
within fifteen (15) days of the date of Company's receipt of the invoice.  Any
amount not paid in accordance with this Article shall be subject to an
additional interest charge of the lesser of 1.5% per month or the greatest
amount chargeable under applicable state law. Should Company reasonably dispute
a portion of any invoice, Company may withhold payment of the disputed portion,
and shall pay the remainder of the invoice as set forth in this Agreement;
provided, however, that in any event Company shall pay not less than fifty
percent (50%) of the total amount of any disputed invoice. The parties shall
cooperate with each other to resolve the dispute as quickly as possible, and if
the dispute has not been resolved within forty-five (45) days of the date of the
invoice in question, the parties shall, within sixty (60) days of the date of
the invoice in question, attempt to resolve the dispute at the vice-president
level or higher within the respective parties.
16. Use of Marks; Marketing and Promotion
17. DLMSI Marks:
18. Subject to the terms and conditions of this Agreement, DLMSI hereby grants
to Company a royalty-free, nonexclusive, non-transferable, non-sublicensable,
limited license to use the DLMSI Marks solely in connection with the marketing
and promotion of Company's participation in the Delta SkyMiles Program as
contemplated by this Agreement. Company's use of the DLMSI Marks shall in each
instance be subject to DLMSI's prior written authorization and approval. "DLMSI
Marks" shall mean the trademarks, trade names, trade styles, trade dress,
service marks, logos, designs, corporate names, or other similar general
intellectual property right specified in Exhibit C hereto, and any other
trademark, trade name, trade style, trade dress, service mark, logo, design,
corporate name, or other similar general intellectual property right that DLMSI
provides to Company for the purpose of performance of the respective obligations
of the parties under this Agreement; provided, however, that DLMSI, in its sole
discretion from time to time, may change the appearance and/or style of the
DLMSI Marks or add to or subtract from the list in Exhibit C.
19. As between DLMSI and its Affiliates, on the one hand, and Company and its
Affiliates, on the other hand, DLMSI or one or more of its Affiliates owns
exclusively all right, title, and interest in, to, and under the DLMSI Marks.
DLMSI reserves for itself and its Affiliates, as applicable, all rights in, to,
and under the DLMSI Marks that are not expressly granted to Company under this
Agreement.
20. Company Marks:
21. Subject to the terms and conditions of this Agreement, Company hereby grants
to DLMSI a royalty-free, nonexclusive, non-transferable, non-sublicensable,
limited license to use the Company Marks solely in connection with the marketing
and promotion of Company's participation in the Delta SkyMiles Program as
contemplated by this Agreement. DLMSI's use of the Company Marks shall in each
instance be subject to Company's prior written authorization and approval.
"Company Marks" shall mean the trademarks, trade names, trade styles, trade
dress, service marks, logos, designs, corporate names, or other similar general
intellectual property right specified in Exhibit D hereto, and any other
trademark, trade name, trade style, trade dress, service mark, logo, design,
corporate name, or other similar general intellectual property right that
Company provides to DLMSI for the purpose of performance of the respective
obligations of the parties under this Agreement; provided, however, that
Company, in its sole discretion from time to time, may change the appearance
and/or style of the Company Marks or add to or subtract from the list in
Exhibit D.
22. As between Company and its Affiliates, on the one hand, and DLMSI and its
Affiliates, on the other hand, Company or one or more of its Affiliates owns
exclusively all right, title, and interest in, to, and under the Company Marks.
Company reserves for itself and its Affiliates, as applicable, all rights in,
to, and under the Company Marks that are not expressly granted to Company under
this Agreement.
23. Company's and DLMSI's obligations with respect to marketing and promotion
are set forth in Exhibit E to this Agreement.
24. Indemnification
25. Company will indemnify, defend and hold harmless DLMSI, its Affiliates, and
its and their officers, directors, agents and employees (for the purposes of
this paragraph, the "DLMSI Indemnitees") from and against any and all claims,
losses, damages, suits, judgments, costs and expenses (including litigation
costs and reasonable attorneys fees) arising out of or relating to Company's
performance, nonperformance, or improper performance of its obligations under
this Agreement, or to Company's operation of the Incentive Program, including,
without limitation, any claim by a Member or Customer of Company's breach,
violation or failure to comply with the Incentive Program (for the purposes of
this paragraph, "Claims"); provided, however, that in no event shall Company be
required to indemnify, defend or hold harmless the DLMSI Indemnitees to the
extent any Claims arise from the fault or neglect of any DLMSI Indemnitee.
26. DLMSI will indemnify, defend and hold harmless Company, its Affiliates, and
its and their officers, directors, agents and employees (for the purposes of
this paragraph, the "Company Indemnitees") from and against any and all claims,
losses, damages, suits, judgments, costs and expenses (including litigation
costs and reasonable attorneys fees) arising out of or relating to DLMSI's
performance, nonperformance, or improper performance of its obligations under
this Agreement, or to Company's operation of the SkyMiles Program, including,
without limitation, any claim by a Member or Customer of DLMSI's breach,
violation or failure to comply with the SkyMiles Program (for the purposes of
this paragraph, "Claims"); provided, however, that in no event shall DLMSI be
required to indemnify, defend or hold harmless the Company Indemnitees to the
extent any Claims arise from the fault or neglect of any Company
Indemnitees.
27. Limitation of Liability
28. Confidentiality
29. Confidential Information
30. Exclusions
31. Duration of Obligation
32. Court Order
33. Ownership
34. Customer, Employee, and Member Information
35. Additional Provisions regarding PII
36. General:  Discloser has entrusted Recipient with PII. Recipient agrees to
use reasonable measures to prevent the unauthorized processing, capture,
transmission and use of PII which Discloser may disclose to Recipient during the
course of Discloser's relationship with Recipient.
37. Processing and Use of PII: Recipient shall process and use PII solely in
accordance with the provisions of this Agreement. Recipient shall process and
not use PII for any purpose not specifically set forth in this Agreement without
Discloser's express prior written consent. At any time, Discloser may make
inquiries to Recipient about PII transferred by Discloser and stored by
Recipient, and Recipient agrees to provide to Discloser copies of such PII as
maintained by Recipient within a reasonable time and to perform corrections or
deletions of, or additions to, PII as reasonably requested by Discloser.
38. Discloser's Inspection Rights: Discloser shall have the right upon
reasonable prior notice to verify Recipient's compliance with the terms and
conditions of this Agreement, or to appoint a third party under covenants of
confidentiality to verify the same on Discloser's behalf. Recipient shall grant
Discloser's agents supervised, unimpeded access to the extent necessary to
accomplish the inspection and review of all data processing facilities, data
files and other documentation used by Recipient for processing and utilizing
PII. Recipient agrees to provide reasonable assistance to Discloser in
facilitating this inspection function.
39. Use of Subcontractors; Transmission of PII to Third Parties: Recipient may
not transfer PII to any third party without Discloser's prior written consent,
and then only upon such third party's execution of an agreement containing
covenants for the protection of PII no less stringent than those contained in
this Agreement.
40. Data Security: Recipient shall implement, at a minimum, the data security
measures and observe the minimum standards for the protection of PII as set
forth in this Section 8(g)(v):
41. Access of Persons: Recipient agrees to use reasonable measures to prevent
unauthorized persons from gaining access to the data processing equipment or
media where PII is stored or processed. Recipient agrees to provide its
employees and agents access to PII on a need-to-know basis only and agrees to
cause any persons having authorized access to such information to be bound by
obligations of confidentiality, non-use and non-disclosure no less stringent
than those imposed upon Recipient by this Agreement.
42. Data Media: Recipient agrees to use reasonable measures to prevent the
unauthorized reading, copying alteration or removal of the data media used by
Recipient and containing PII.
43. Data Retention: Recipient shall not retain PII any longer than is reasonably
necessary to accomplish the intended purposes for which PII was transferred as
set forth in this Agreement. Upon the earlier termination of this Agreement or
the written request of Discloser, Recipient shall delete and/or destroy all PII
in Recipient's possession, including any copies thereof, and shall deliver a
written statement to Discloser within 15 days of Discloser's request confirming
that Recipient has done so.
44. Data Memory: Recipient agrees to use reasonable measures to prevent
unauthorized data input into memory and the unauthorized reading, alteration or
deletion of PII.
45. Personnel: Upon request, Recipient shall provide Discloser with a list of
Recipient's employees entrusted with processing the PII transferred by
Recipient, together with a description of their access rights.
46. Transmission: Recipient agrees to use reasonable measures to prevent PII
from being read, copied, altered or deleted by unauthorized parties during the
transmission thereof or during the transport of the data media on which PII is
stored.
47. Privacy Notices and Policies: Each party's privacy notices and privacy
policies are consistent with the Federal Trade Commission's procedures, rules
and regulations, as applicable and as amended from time to time, and comply with
acceptable trade practices.
48. Term and Termination
49. This Agreement shall commence on the Effective Date, and shall remain in
effect for two (2) years, unless earlier terminated as set forth in this
Agreement (the "Term"
50. In addition to any other right or remedy available to a party under this
Agreement or otherwise, either party may terminate this Agreement if the other
party breaches any material provision of this Agreement and has not cured the
breach within thirty (30) days after receipt of written notice of the breach
from the nonbreaching party, which notice shall describe, with as much
particularity as possible, the alleged material breach.
51. DLMSI, may alter, modify, or suspend the SkyMiles Program at any time
without notice. DLMSI may terminate the SkyMiles Program upon giving six (6)
months advance written notice.
52. DLMSI or Company may terminate this Agreement, without cause and for the
terminating party's convenience, effective forty-five (45) days following
written notice to the other party. Except for payments specifically set forth in
Section 9(f), neither party shall be liable to the other for any damages,
including lost anticipated profits or benefits, on account of such a
termination.
53. In the event of termination of Company's participation in the SkyMiles
Program for any reason, including the termination or expiration of this
Agreement, the parties shall jointly notify affected Members of the pending
discontinuation. At no time during the Term or thereafter shall Company make
targeted solicitations to Company customers who were acquired via SkyMiles
Program acquisitions channels to join any program or service provided by
Company, which program or service is co-branded, cross-marketed, or associated
in any way with any other airline. Mass mailings, media marketing and
advertising shall not be considered a targeted solicitation pursuant to this
provision. For a period of six (6) months from the time of such notice of
discontinuation to Members, Delta shall continue to award Delta Miles to Members
who were participants in the Incentive Program at the time of such
discontinuation and who earned Delta Miles under the Incentive Program before
the effective date of termination, and Company shall pay with respect to such
Delta Miles, in accordance with the terms of this Agreement.
54. In the event of termination of Company's participation in the SkyMiles
Program for any reason, including the termination or expiration of this
Agreement, Company shall pay DLMSI the total amount owing for Delta Miles earned
or awarded prior to the effective date of termination in accordance with the
formula set forth in Exhibit B. Any shortfall in Company's Promotional
Materials and Advertising commitment in Exhibit E shall be invoiced by
DLMSI to Company. Company shall pay such revenue guarantee shortfall and
recalculated invoices, if any, within thirty days of the effective date of
termination.
55. During any period after which notice of termination has been given by either
party, and prior to termination of Company's participation in the SkyMiles
Program, except as otherwise provided in this Agreement, each party shall
continue to fulfill its respective obligations under this Agreement, unless
otherwise prohibited by law, and shall cooperate in the orderly wind-down of
Company's participation in the SkyMiles Program.
56. Articles 1, 6, 7, 8, 11, and 14 through 19 shall survive termination or
expiration of this Agreement, in addition to any provisions which by their
nature should, or by their express terms do, survive or extend beyond
termination or expiration of this Agreement.
57. Cooperation with Investigations
58. Force Majeure
59. Nonexclusive Agreement
60. Assignment
61. Relationship of the Parties
62. Entire Agreement; Modifications; Severability
63. No Deemed Waiver; Remedies Cumulative
64. 
65. Notice
66. Governing Law
67. Headings

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto by
their duly authorized representatives as of the date first above written.

DELTA LOYALTY MANAGEMENT SERVICES, INC.
"DLMSI"

By: __________________________________

Name: ________________________________

Title: _________________________________



E-LOAN, INC.
"COMPANY"

By: __________________________________

Name: ________________________________

Title: _________________________________

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Exhibit A

Incentive Program

E-LOAN shall award each borrower a minimum of [**] miles for every $[**] of a
mortgage transaction entered into by such Member borrower and E-LOAN. E-LOAN
shall award each borrower a minimum of [**] miles for every $[**] of a home
equity line/loan transaction entered into by such Member borrower and E-LOAN. E-LOAN shall
award each borrower a minimum of [**] miles for every automobile loan
transaction entered into by such Member borrower and E-LOAN. E-LOAN may also
award miles for related services approved by DLMSI whose approval will not be
unreasonably withheld or delayed.

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Exhibit B

Payment

During each 365-day period, beginning on the effective date of this Agreement
(a "contract year"), as the following mileage milestones are reached, DLMSI will
adjust the mileage fees accordingly to reflect the new tier-price for all miles
purchased to date during the contract year, and provide Company with a credit or
refund of any excess amount resulting from an adjustment.

|Aggregate Contract Year Miles Purchased | Retroactive Cumulative Price Per Mile
|--------------------------------------- | -------------------------------------
|[**] and up                             | $[**]                                
|[**] and up                             | $[**]                                
|[**] and up                             | $[**]                                
|Up to [**]                              | $[**]                                

Example: If, during the first four months in a contract year, Company
purchases [**]  [**], [**], and [**] respectively, the compensation owing for
each month in the contract year would be calculated as follows:

|Month            | Miles Purchased | Cumulative Miles | Monthly Fee
|---------------- | --------------- | ---------------- | -----------
|1                | [**]            | [**]             | $[**]*     
|2                | [**]            | [**]             | $[**]**    
|3                | [**]            | [**]             | $[**]***   
|4                | [**]            | [**]             | $[**]****  
|*   [**] x $[**] |                 |                 
|**  [**] x $[**] |                 |                 

*** [**]

**** [**].

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Exhibit C

DLMSI Marks

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Exhibit D

Company Marks

E-LOAN
My E-LOAN
E-LOAN Express
www.e-loan.com

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Exhibit E

Marketing and Promotion

E-LOAN PROMOTIONAL MATERIALS AND ADVERTISING

Subject to the advance approval of DLMSI, E-LOAN agrees to
collectively promote and/or advertise the Program by:

A.  Purchasing advertising space in any of the following Delta Marketing
products in the amount of $[**] per contract year as mutually agreed upon by
both parties including, but not limited to: Sky Magazine, Delta Ticket Jackets,
Inflight Video, Meal Tray Cards, SkyMiles Award Inserts and e-mail
solicitations, and other digital vehicle medias. Proof of annual purchases
verifies completion of commitment or cash payment of difference as
applicable.

B.  Joint announcement via news release of E-LOAN's offering the Program.

C.  Developing and maintaining a dedicated co-branded web site, a link to
which will be provided by DLMSI on Delta's web site.

D.  Conducting a direct response marketing program that will include direct
mail, inbound and outbound telemarketing and/or e-mail solicitations. E-LOAN
will achieve a total of no less than [**] solo outbound solicitations to
SkyMiles members and inbound responses to SkyMiles/E-LOAN marketing activities
for each contract year.

E.  E-LOAN will promote and/or advertise the Program where appropriate
by:

(i)  Advertising at E-LOAN'S cost its participation in the Program.

(ii)  Including the Program in E-LOAN's promotional literature as it deems
appropriate.

DLMSI PROMOTIONAL MATERIALS AND ADVERTISING

A.  At no cost to E-LOAN, at the effective date of this Agreement and
from time to time thereafter, DLMSI will provide to E-LOAN, in quantities and
frequencies which DLMSI deems reasonably sufficient, the following
materials:

(i)  Delta SkyMiles applications;

(ii)  Delta SkyMiles program brochures; and

(iii)  Any other collateral materials to the Program that DLMSI in its sole
discretion deems necessary.

B.  DLMSI will promote and/or advertise E-LOAN's participation where
appropriate by inclusion of E-LOAN'S name and/or logo in every SkyMiles
Newsletter when all Program participants are listed or when E-LOAN is a member
of a category specific listing. DLMSI will provide newsletter coverage about E-LOAN'S
participation in the program in its May 2002 SkyMiles Newsletter.

C.  DLMSI agrees to permit E-LOAN to insert promotional material in one (1)
SkyMiles mailing in contract year 1, and in one (1) SkyMiles mailing in contract
year 2. DLMSI will offer additional promotional material insert space to E-LOAN
as it becomes available. DLMSI and E-LOAN will mutually agree on the months for
such inserts and E-LOAN agrees to comply with the mailing specifications and
deadlines as set by DLMSI. Production and delivery of the inserts to DLMSI and
all costs associated therewith shall be the sole responsibility of E-LOAN,
content of the insert is subject to DLMSI's prior review and approval. E-LOAN
will verify/certify to the best of its knowledge that any insert containing
business reply or courtesy reply letter-size cards or envelopes, shall bear the
correct facing identification marks (FIM) and bar-code, and all appropriate U.S.
Postal Service automation standards. E-LOAN will be liable for and will agree to
pay, subject to appeals described by postal laws and regulations, any revenue
deficiencies assessed in connection with such reply items.

D.  Once per quarter of this Agreement, upon request of E-LOAN, DLMSI shall
provide to E-LOAN access to the Delta SkyMiles member database for the purpose
of enabling E-LOAN to mail such SkyMiles members materials promoting E-LOAN's
loan products, including E LOAN delivered weekly direct mail, e-mail and/or
outbound telemarketing to those members who match E-LOAN's, or its third party
provider's multiple listing database of consumers who have listed their home for
sale ("Purchase Match Program"); such access may be provided by DLMSI directly
or indirectly through a mailing service; all materials shall be subject to prior
review and approval by DLMSI, which such approval shall not be unreasonably
withheld or delayed, and to the consent of members to receive such
materials.

E.  DLSMI shall create and maintain a link on Delta's primary website,
currently located at www.delta.com, to the E-LOAN co-branded site, which will be
located at www.eloan.com/delta. For purposes of this Agreement, a co-branded
site is a website containing the service marks of the parties and will include,
but is not limited to the following E-LOAN site functionality: Rate Search, Loan
Comparison, Application, Tools and Calculators, and E-TRACK. The content and
format of the co-branded site shall be mutually-agreeable to E-LOAN and
DLMSI.

F.  DLSMI shall offer E-LOAN the ability to purchase additional marketing
opportunities, per the DLSMI rate card, at the partner rate; provided such
marketing opportunities are available. All such marketing shall be subject to
prior review and approval by DLSMI, which such approval shall not be
unreasonable withheld or delayed, and the consent of members to receive such
materials.

[**] Confidential Treatment Requested

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