Exhibit 10.24


================================================================================

                         CONTRIBUTION AND SALE AGREEMENT

                                     between

                          E-LOAN AUTO FUNDING ONE, LLC,
                                    as Buyer,

                                       and

                                  E-LOAN, INC.,
                                   as Seller,

                            Dated as of June 1, 2002

================================================================================


ALL RIGHTS IN AND TO THIS  AGREEMENT ON THE PART OF E-LOAN AUTO FUNDING ONE, LLC
HAVE BEEN  ASSIGNED  TO, AND ARE  SUBJECT TO A  SECURITY  INTEREST  IN FAVOR OF,
MERRILL LYNCH BANK USA, AS SECURED PARTY, UNDER THE SECURITY AGREEMENT, DATED AS
OF JUNE 1, 2002, FOR THE BENEFIT OF THE PERSONS REFERRED TO THEREIN.


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I DEFINITIONS ......................................................   1

         SECTION 1.1.    Definitions........................................   1
         SECTION 1.2.    Other Definitional Provisions......................   1

ARTICLE II CONVEYANCE OF SOLD ASSETS .......................................   2

         SECTION 2.1.    Conveyance of Initial Sold Assets..................   2
         SECTION 2.2.    Conveyance of Sold Assets After
                           the Initial Transfer Date........................   2
         SECTION 2.3.    Security Grant.....................................   2

ARTICLE III THE SOLD ASSETS ................................................   3

         SECTION 3.1.    Sold Asset Representations and Warranties..........   3
         SECTION 3.2.    Repurchase upon Breach.............................   5

ARTICLE IV THE SELLER ......................................................   6

         SECTION 4.1.    Representations and Warranties of Seller...........   6
         SECTION 4.2.    Covenants of Seller................................   8
         SECTION 4.3.    Corporate Existence................................  10
         SECTION 4.4.    Liability of Seller; Indemnities...................  10
         SECTION 4.5.    Merger or Consolidation of, or Assumption of
                           the Obligations of, Seller.......................  11
         SECTION 4.6.    Limitation on Liability of Seller and Others.......  11

ARTICLE V [RESERVED] .......................................................  11


ARTICLE VI MISCELLANEOUS PROVISIONS ........................................  12

         SECTION 6.1.    Amendment..........................................  12
         SECTION 6.2.    Protection of Collateral...........................  12
         SECTION 6.3.    Notices............................................  13
         SECTION 6.4.    Assignment.........................................  14
         SECTION 6.5.    Limitations on Rights of Others....................  14
         SECTION 6.6.    Severability.......................................  14
         SECTION 6.7.    Separate Counterparts..............................  14
         SECTION 6.8.    Headings...........................................  14
         SECTION 6.9.    Governing Law......................................  14
         SECTION 6.10.   Assignment to Lender...............................  14
         SECTION 6.11.   No Petition........................................  14
         SECTION 6.12.   Submission to Jurisdiction; Waivers................  15


                             SCHEDULES AND EXHIBITS

         EXHIBIT A*      Form of Seller Assignment
         EXHIBIT B*      Non-Franchise Dealer Procedures



*Schedules and exhibits has been omitted as non-material and will be provided in
accordance with Item 601 of Regulation S-K.


                                      -i-

<PAGE>

         CONTRIBUTION AND SALE AGREEMENT (as amended,  supplemented or otherwise
modified from time to time, this "AGREEMENT")  dated as of June 1, 2002, between
E-LOAN  AUTO  FUNDING  ONE,  LLC,  a Delaware  limited  liability  company  (the
"BUYER"), and E-LOAN, INC., a Delaware corporation (the "SELLER").

                                    RECITALS

         WHEREAS,  in contemplation of this Agreement,  the Seller has agreed to
sell, transfer,  contribute and assign to the Buyer on the Closing Date, and the
Buyer has agreed to accept on the Closing Date, all right, title and interest of
the Seller in, to and under the Initial Sold Assets, originated by the Seller in
the ordinary course of business,  upon the terms and conditions  hereinafter set
forth; and

         WHEREAS,  from  time to  time  thereafter,  the  Seller  may  transfer,
contribute  and assign  additional  Sold  Assets to the Buyer upon the terms and
conditions hereinafter set forth; and

         WHEREAS,  in connection with the transaction  contemplated  hereby, the
Buyer  will  collaterally  assign to the  Lender,  all of its  right,  title and
interest in and to the Sold Assets and this  Agreement,  as  collateral  for the
Note to be issued pursuant to the terms of the Credit Agreement; and

         WHEREAS,   each  of  the   Seller   and  the  Buyer   agree   that  all
representations, warranties, covenants and agreements made by the Seller and the
Buyer herein shall be for the benefit of the Lender;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  herein  contained  and other  good and  valuable  consideration,  the
receipt and adequacy of which is hereby  acknowledged,  the parties hereto agree
as follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION  1.1.  DEFINITIONS.  Capitalized  terms  used  herein  and  not
otherwise  defined  herein are  defined in  Schedule A to the Credit  Agreement,
dated as of June 1, 2002 (the "Credit  Agreement"),  among the Buyer, the Seller
and  Merrill  Lynch  Bank  USA,  as  Lender  thereunder,  as  the  same  may  be
supplemented, amended or otherwise modified from time to time in accordance with
its terms.

         SECTION 1.2. OTHER DEFINITIONAL PROVISIONS.

             (a) All terms  defined in this  Agreement  shall  have the  defined
meanings  when  used in any  certificate  or other  document  made or  delivered
pursuant hereto unless otherwise defined therein.

             (b) As used in  this  Agreement  and in any  certificate  or  other
document made or delivered pursuant hereto, accounting terms not defined in this
Agreement or in any such  certificate or other  document,  and accounting  terms
partly defined in this Agreement or in any such certificate or other document to
the extent not defined,  shall have the respective  meanings given to them under
generally accepted accounting principles.  To the extent that the definitions of
accounting  terms in this Agreement or in any such certificate or other document
are  inconsistent  with the  meanings  of such terms  under  generally  accepted
accounting  principles,  the  definitions  contained in this Agreement or in any
such certificate or other document shall control.

             (c) The words "hereof', "herein",  "hereunder" and words of similar
import when used in this Agreement  shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section, Schedule and Exhibit
references contained in this Agreement are references to Sections, Schedules and
Exhibits  in or to this  Agreement  unless  otherwise  specified;  and the  term

<PAGE>

"including" shall mean "including, without limitation,".

             (d) The  definitions  contained in this Agreement are applicable to
the singular as well as the plural  forms of such terms and to the  masculine as
well as to the feminine and neuter genders of such terms.

                                   ARTICLE II
                            CONVEYANCE OF SOLD ASSETS

         SECTION 2.1.  CONVEYANCE  OF INITIAL SOLD ASSETS.  On the Closing Date,
the  Seller  does  hereby  sell,  contribute,  transfer,  assign,  set  over and
otherwise  convey to the Buyer,  without  recourse  (subject to the  obligations
herein),  all of its right, title and interest in, to and under the Initial Sold
Assets. Such assignment shall be evidenced by a duly executed written assignment
in substantially the form of Exhibit A (the "Seller Assignment"). On or prior to
the initial  Advance Date, the Seller shall execute and deliver to the Buyer and
the Lender each of the documents set forth in Section 2.2(b) hereof.

         SECTION 2.2. CONVEYANCE OF SOLD ASSETS AFTER THE INITIAL TRANSFER DATE.

             (a) After the initial Transfer Date, the Seller hereafter may, from
time to time, transfer to the Buyer, additional Sold Assets. In consideration of
the sale of the Sold Assets sold to the Buyer on any  Transfer  Date,  the Buyer
shall pay to the Seller on such  Transfer  Date an amount equal to the remaining
principal  balance  of all  Receivables  plus  interest  accrued  from the prior
installment date, if any,  transferred to the Buyer on such Transfer Date. Buyer
shall pay such purchase  price by (i) making a cash payment to the Seller to the
extent that the Buyer has received an Advance on such  Transfer Date pursuant to
the  Credit  Agreement  and (ii) if the  purchase  price to be paid for the Sold
Assets  exceeds the amount of any cash  payment for the account of the Seller on
such  day  pursuant  to  clause  (i)  above,  such  excess  shall  automatically
constitute a capital contribution to the Buyer by the Seller. In connection with
any such  transfer,  the  Seller  will  execute  and  deliver on or prior to the
respective  Transfer  Date each of the  documents  set forth in  Section  2.2(b)
hereof.

             (b) In connection with any transfer of Sold Assets by the Seller to
the Buyer in  accordance  with the  provisions of Sections 2.1 or 2.2(a) of this
Agreement,  the Seller shall  execute and deliver to the Buyer and the Lender on
or before the related Transfer Date, each of the following:

                  (i) A  completed  Seller  Assignment  which  assignment  shall
             operate as an  assignment,  without  recourse,  representation,  or
             warranty,  except  for the  other  representations  and  warranties
             specifically  set  forth  in this  Agreement,  of all the  Seller's
             right,  title, and interest in and to the Sold Assets identified in
             such certificate;

                  (ii)  Completed  UCC  financing  statements  (if  necessary or
             advisable) or documents of similar import  described in Section 6.2
             hereof,   together  with  evidence  of  filing  of  such  financing
             statements in the appropriate  filing offices and  jurisdictions as
             may be required with respect to the Sold Assets so transferred; and

                  (iii)  Copies of all  applicable  UCC and  federal,  state and
             local tax and judgment lien searches  indicating the absence of any
             Encumbrance other than a Permitted  Encumbrance with respect to the
             Sold Assets identified in the related Seller Assignment.

         SECTION  2.3.  SECURITY  GRANT.  The Seller and Buyer  intend  that all
transfers of Sold Assets be a "true sale" or "true  contribution"  by the Seller
to the Buyer that are absolute and  irrevocable  and that provide the Buyer with
the full  benefits of ownership  of the Sold Assets,  and neither the Seller nor
the Buyer  intends the  transactions  contemplated  hereunder  to be, or for any
purpose  to be  characterized  as,

                                       2

<PAGE>

loans from the Buyer to the Seller.  It is,  further,  not the  intention of the
Buyer or the  Seller  that the  conveyance  of the Sold  Assets by the Seller be
deemed a grant of a security  interest  in the Sold  Assets by the Seller to the
Buyer to secure a debt or other obligation of the Seller.  However, in the event
that,  notwithstanding  the intent of the parties,  any transfer of any property
described  in  SECTIONS  2.1  or  2.2  is  characterized  by a  court  or  other
governmental  authority  as a loan  rather than a sale,  Seller  shall be deemed
hereunder  to have  granted  to Buyer  and its  assignee,  the  Lender,  a first
priority security  interest in all of Seller's right,  title and interest in, to
and under such Sold Assets.

         Such first  priority  security  interest  shall  secure all of Seller's
obligations  (monetary or otherwise)  under this  Agreement and the other Credit
Documents to which it is a party,  whether now or hereafter existing or arising,
due or to become due, direct or indirect, absolute or contingent.  Buyer and its
assignee, the Lender, shall have, with respect to such property, and in addition
to all the other rights and remedies available to Buyer under this Agreement and
applicable  law, all the rights and  remedies of a Lender  under any  applicable
UCC, and this Agreement shall  constitute a security  agreement under applicable
law.

                                   ARTICLE III
                                 THE SOLD ASSETS

         SECTION 3.1.  SOLD ASSET  REPRESENTATIONS  AND  WARRANTIES.  The Seller
makes the following representations and warranties as to the Sold Assets for the
benefit of the Buyer, each Hedge Counterparty and the Lender, on which the Buyer
relies in acquiring the Initial Sold Assets (and on which the Buyer is deemed to
have relied in acquiring  any  additional  Sold Assets,  the Lender is deemed to
have  relied in making the loans and each Hedge  Counterparty  is deemed to have
relied in entering into its respective Hedge Agreement(s)). Such representations
and warranties are made as of each Transfer Date with respect to the Sold Assets
transferred by the Seller to the Buyer on such date, unless otherwise indicated,
but shall  survive the sale,  transfer and  assignment of the Sold Assets to the
Buyer and the pledge  thereof  to the Lender for the  benefit of itself and each
Hedge  Counterparty  pursuant to the Credit Agreement and the Auto Fund Security
Agreement.

             (a)  FAIR  CONSIDERATION.  The  consideration  received  and  to be
received by the Seller in exchange for the assignment, transfer and contribution
of the Sold Assets is (x) fair  consideration  having value  equivalent to or in
excess of the value of the assets  being  transferred  by the Seller and (y) not
less than "reasonably  equivalent  value" as such term is used in Section 548 of
the U.S.  Bankruptcy  Code. Any such transfer shall not have been made for or on
account  of  antecedent  debt (as such term is used in  Section  547 of the U.S.
Bankruptcy Code) owed by the Seller or any of its Affiliates to the Buyer and no
such transfer is or may be voidable under any section of the Bankruptcy Code;

             (b)  ORDINARY  COURSE.   The  transactions   contemplated  by  this
Agreement and the other Credit Documents are being  consummated by the Seller in
furtherance  of  the  Seller's  ordinary  business  purposes  and  constitute  a
practical and reasonable  course of action by the Seller designed to improve the
financial  position of the Seller,  with no contemplation of insolvency and with
no intent to hinder, delay or defraud any of its present or future creditors;

             (c) TITLE.  It is the intention of the Seller that any transfer and
assignment  herein  contemplated  constitute  a sale of the Sold Assets from the
Seller to the Buyer and that the  beneficial  interest  in and title to the Sold
Assets  not be part of the  Seller's  estate  in the  event of the  filing  of a
bankruptcy  petition by or against the Seller  under any  bankruptcy  or similar
law. None of the Sold Assets has been sold, transferred,  assigned or pledged by
the  Seller  to any  Person  other  than  the  Buyer.  Immediately  prior to the
transfers  and  assignments  herein  contemplated,   the  Seller  had  good  and
marketable  title to each  Receivable  and a first priority  perfected  security
interest in each Financed Vehicle and with respect to the other Sold Assets, the
right,  title  and/or  interest,  free  and  clear of all


                                       3
<PAGE>

Encumbrances,  except Permitted Encumbrances, and, immediately upon the transfer
thereof, the Buyer shall have good and marketable title to each Receivable and a
first priority  perfected  security  interest in each Financed Vehicle and, with
respect to the other Sold Assets,  the right,  title and/or  interest,  free and
clear of all Encumbrances,  except Permitted Encumbrances;  and the transfer and
assignment to the Buyer of the Sold Assets has been perfected under the UCC;

             (d) ALL FILINGS MADE. All filings (including UCC filings) necessary
in any  jurisdiction  to give the  Buyer a first  priority  perfected  ownership
interest in the Sold Assets,  and to give the Lender a first priority  perfected
security interest therein have been made;

             (e)  FINANCED  VEHICLES AND  RECEIVABLES.  With respect to the Sold
Assets,  the  Seller  hereby  represents  and  warrants  to the  Buyer as of the
applicable  Cutoff Date that: (i) the sale to the Buyer of the Seller's interest
in such Sold Assets  transferred on such date and the assignment of the Seller's
security   interest  in  the  Financed   Vehicles  pursuant  to  this  Agreement
constitutes  a valid  transfer of all of Seller's  right,  title and interest in
such  Sold  Assets,  free and  clear of any and all  claims,  charges,  liens or
security  interests  created by the Seller or any of its Affiliates,  except any
Permitted  Encumbrances  and (ii) the Seller  did not,  in the  exercise  of its
interest in any such property, waive, discharge, release or otherwise permit any
modification  thereto not in effect or agreed to at the time the Seller acquired
its  interest  therein,  except  pursuant to a document,  instrument  or writing
included in the Receivable  Files and no such amendment,  waiver,  alteration or
modification  causes  such  Receivable  or  related  item of Sold  Assets not to
conform to the other warranties contained in this Section;

             (f) NO ADVERSE SELECTION PROCEDURES.  The selection procedures used
by the Seller in selecting  any  Contract or Financed  Vehicle to be included in
the Sold Assets  shall not  intentionally  discriminate  against the Buyer as to
type or age of Financed Vehicle,  Obligor or terms of the Contract in comparison
to the Seller's entire pool of Contracts and Financed Vehicles as a whole;

             (g)  ELIGIBILITY.  Each Contract  transferred  by the Seller to the
Buyer as a Sold  Asset is,  as of the  applicable  Transfer  Date,  an  Eligible
Contract;

             (h) FINANCIAL REPORTING AND ACCOUNTING  TREATMENT.  The Seller will
treat the transfer of the Sold Assets to the Buyer pursuant to this Agreement as
either a sale or contribution,  as applicable, of such Sold Assets for financial
reporting  and  accounting  purposes,  and the  Seller  has been  advised by its
independent  accountants  that  such  independent  accountants  agree  with such
treatment;

             (i) BULK TRANSFER ACT. No transfer, assignment or conveyance of the
Sold Assets by the Seller to the Buyer  contemplated  by this  Agreement will be
subject to the bulk  transfer or any similar  statutory  provisions in effect in
any applicable jurisdiction;

             (j) RIGHTS TO CONTRACTS; NO VIOLATION OF CONTRACTS. The rights with
respect to each Contract  transferred as a Sold Asset pursuant to this Agreement
are  assignable  by the Seller  without  the  consent  of any Person  other than
consents  which will have been obtained on or before the related  Transfer Date;
and the transfer and conveyance to the Buyer of the Sold Assets will not violate
the terms or  provisions  of any  Contract or any other  agreement  to which the
Seller then is a party or by which it is bound;

             (k) REGISTRATION.  A Certificate of Title for each Financed Vehicle
has been or will be  registered  in the  name of the  Obligor  as owner  and the
Seller as Lender with each applicable department of motor vehicles;

             (l) CASUALTY  LOSS.  As of the  applicable  Transfer  Date,  to the
knowledge  of the Seller,  no Financed  Vehicle  shall have  suffered a Casualty
Loss;

                                       4
<PAGE>

             (m)  DOLLARS.  All  payments  under each  Contract  are  payable in
Dollars;

             (n)  RECEIVABLE  FILES.  Each  Receivable  File  is  stored  in the
Custodian's offices located at 4315 Pickett Road, St. Joseph, MO 64503;

             (o) ORDINARY COURSE OF BUSINESS.  The collection  practices used by
the  Seller  or the  Servicer,  as the case may be,  with  respect  to each such
Contract have been in all respects legal,  proper,  prudent and customary in the
motor vehicle financing and servicing business;

             (p)  CONTRACT  PAYMENTS.  Each  transferred  Contract  provides for
payment thereunder on a basis no less frequently than monthly;

             (q) RESERVED.

             (r)  ENFORCEABILITY.  The  operation  of any of  the  terms  of any
transferred Contract or the exercise by the Buyer, the Servicer or the Lender of
any right under any such Contract will not render such Contract unenforceable in
whole  or in  part,  and,  to the best of the  Seller's  knowledge,  no right of
rescission,  set-off,  off-set,  counterclaim  or defense  has been  asserted in
writing with respect thereto;

             (s) FORM OF CONTRACT.  Each  transferred  Contract is substantially
similar,  in both form and  substance,  to the forms of  contracts  set forth as
Schedules N, O and P to the Credit Agreement; and

             (t) ALL  REPRESENTATIONS  AND WARRANTIES TRUE. All  representations
and warranties made by the Seller in any certificate or other document delivered
at the  closing  of  the  transactions  contemplated  by  the  Credit  Documents
(including all representations and warranties made to Mayer, Brown, Rowe and Maw
in support of its opinion  letter issued and  delivered in  connection  with the
issuance  of the Note  and each of the  factual  assumptions  contained  in such
opinions to the extent compliance with such assumptions is in the control of the
Seller) are true and correct in all material respects.

             (u) OBLIGOR  INSURANCE.  Each Contract and the Seller requires,  in
accordance with its customary  origination  policies and  procedures,  that each
Financed  Vehicle be insured by the related  Obligor  under  insurance  policies
providing physical damage and bodily injury/physical damage liability or similar
coverage with respect to the Financed Vehicle or the Obligor.

             (v) ELIGIBLE  NON-FRANCHISE  DEALER.  Each  Eligible  Non-Franchise
Dealer has been approved based on the Non-Franchise  Dealer Procedures  attached
as Exhibit B to this Agreement.

         SECTION 3.2. REPURCHASE UPON BREACH.

             (a) The  Seller or the Buyer,  as the case may be,  shall (and each
Hedge Counterparty,  the Servicer or the Lender, as the case may be, may) inform
the other parties promptly,  in writing, upon the discovery of any breach of the
Seller's  representations,  warranties  or  covenants  made  pursuant  to any of
SECTIONS 3.1, 4.2(D), 4.2(F), or 4.2(G) as to a particular Contract.  Unless any
such breach  shall have been cured by the last day of the Monthly  Period  after
such breach is discovered by a Hedge Counterparty, the Servicer, the Seller, the
Buyer or the Lender or in which  each  Hedge  Counterparty,  the  Servicer,  the
Seller,  the Buyer and the Lender  receives  written notice of such breach,  the
Seller shall be  obligated  to  repurchase  on the Payment  Date  following  the
earlier of  discovery  by the  Seller of such  breach and notice to the Buyer of
such breach any Receivable adversely affected by any such breach as of such last
day. Subject to the provisions of SECTION 4.4, the sole remedy of the Buyer, the
Lender or a Hedge Counterparty with respect to a breach of the  representations,
warranties or covenants made pursuant to any of SECTIONS 3.1, 4.2(D),  4.2(F) OR
4.2(G) as to a particular  Contract and the agreement


                                       5
<PAGE>

contained in this SECTION 3.2 shall be to require the Seller to  repurchase  the
related Receivable pursuant to this Section, subject to the conditions contained
herein.

             (b) With  respect  to all  Receivables  repurchased  by the  Seller
pursuant to this Agreement, the Buyer shall sell, transfer, assign, set over and
otherwise convey to the Seller,  without  recourse,  representation or warranty,
all of the Buyer's right,  title and interest in, to and under such Receivables,
and all security and documents relating thereto.

                                   ARTICLE IV
                                   THE SELLER

         SECTION 4.1. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller makes
the  following  representations  and  warranties as to itself on which the Buyer
relies in acquiring the Initial Sold Assets (and on which the Buyer is deemed to
have relied in acquiring any  additional  Sold Assets),  the Lender is deemed to
have  relied in making the loans and each Hedge  Counterparty  is deemed to have
relied in entering into its respective Hedge  Agreement(s).  The representations
and warranties speak as of the execution and delivery of this Agreement and each
Transfer Date and shall survive the sale of the  Receivables  and the other Sold
Assets to the Buyer and the pledge  thereof  to the  Lender  for the  benefit of
itself and each Hedge Counterparty pursuant to the Credit Agreement and the Auto
Fund Security Agreement.

             (a)  ORGANIZATION  AND GOOD STANDING.  The Seller is duly organized
and validly  existing as a corporation  in good  standing,  and is a "registered
organization"  (within the meaning of the UCC)  organized  under the laws of the
State of Delaware,  with the corporate power and authority to own its properties
and to conduct its  business as such  properties  are  currently  owned and such
business is presently  conducted,  and had at all relevant  times,  and has, the
corporate  power,  authority  and  legal  right  to  acquire,  own and  sell the
Receivables and the other Sold Assets.

             (b) DUE QUALIFICATION.  The Seller is duly qualified to do business
as a foreign  corporation  in good  standing,  and has  obtained  all  necessary
licenses, permits,  franchises,  government authorizations and approvals, in all
jurisdictions  in which the ownership or lease of property,  the  enforcement of
the Receivables or its rights in the Financed Vehicles and the other Sold Assets
or the conduct of its business shall require such  qualifications  (except where
the  failure to be so  qualified,  in good  standing  or to have  obtained  such
licenses, permits, franchises, government authorizations and approvals would not
individually  or in  the  aggregate  have  a  material  adverse  effect  on  the
Collateral  or the business or condition  (financial or otherwise) of the Seller
or (so long as the  aggregate  Discounted  Contract  Balance of all the affected
Contracts  shall  not  exceed  an  aggregate  amount  of  $250,000)  impair  the
enforceability of any Contracts).

             (c) POWER AND AUTHORITY.  The Seller has the power and authority to
execute and deliver this  Agreement  and to carry out its terms;  the Seller has
full power and authority to sell and assign the property to be sold and assigned
to and deposited with the Buyer and has duly authorized such sale and assignment
to the Buyer by all necessary corporate action; and the execution,  delivery and
performance  of this  Agreement  have been duly  authorized by the Seller by all
necessary corporate action.

             (d)  BINDING  OBLIGATION.  Each of this  Agreement  and the  Seller
Assignment  constitutes  a legal,  valid and  binding  obligation  of the Seller
enforceable  in accordance  with their terms except as enforcement of such terms
may be limited by  bankruptcy,  insolvency,  moratorium  or other  similar  laws
affecting  the  rights  of  creditors  generally  and  by  equitable  principles
(regardless  of whether such  enforceability  is in a proceeding in equity or at
law).

             (e) NO VIOLATION. The consummation of the transactions contemplated
by this
                                       6
<PAGE>

Agreement and the fulfillment of the terms hereof do not:

                  (i)  conflict  with,  result in any breach of any of the terms
             and provisions  of, or constitute  (with or without notice or lapse
             of time) a default  under,  the  certificate  of  incorporation  or
             by-laws  of  the  Seller,  or any  indenture,  agreement  or  other
             instrument  to which the Seller is a party or by which it or any of
             its properties are bound; nor

                  (ii) result in the creation or imposition  of any  Encumbrance
             upon  any of its  properties  pursuant  to the  terms  of any  such
             indenture,  agreement  or other  instrument  (other than the Credit
             Documents  to which it is a  party);  PROVIDED,  HOWEVER,  that the
             Seller shall not be in violation of this Section 4.1(e)(ii), on any
             date of  calculation,  if  Encumbrances  not exceeding an aggregate
             amount of $250,000 have been created or imposed with respect to its
             properties and not then discharged; nor

                  (iii)  violate  any  court  order,  law or, to the best of the
             Seller's knowledge, any order, rule or regulation applicable to the
             Seller of any court or of any  Federal  or state  regulatory  body,
             administrative agency or other governmental  instrumentality having
             jurisdiction over the Seller or its properties.

             (f) NO  PROCEEDINGS.  There are no  proceedings  or  investigations
pending  or, to the  Seller's  best  knowledge,  threatened,  against the Seller
before any court,  regulatory body,  administrative agency or other governmental
instrumentality  having  jurisdiction  over the  Seller or its  properties:  (i)
asserting the invalidity of this Agreement,  the Credit  Agreement or any of the
other Credit  Documents or the Note, (ii) seeking to prevent the issuance of the
Note  or  the  consummation  of any of the  transactions  contemplated  by  this
Agreement,  the Credit  Agreement  or any of the other Credit  Documents,  (iii)
seeking  any  determination  or ruling  that would  reasonably  be  expected  to
materially and adversely affect the performance by the Seller of its obligations
under,  or the  validity  or  enforceability  of,  this  Agreement,  the  Credit
Agreement,  any of the other  Credit  Documents  or the Note or (iv) that  would
adversely affect the income tax treatment of the Note.

             (g) COMPLIANCE WITH LAW. The Seller:

                  (i)  is  not  in  violation  of  (A)  any  laws,   ordinances,
             governmental rules or regulations,  or (B) court orders to which it
             is subject;

                  (ii)  has  not  failed  to  obtain  any   licenses,   permits,
             franchises or other  governmental  authorizations  necessary to the
             ownership  of its  property  or to  the  conduct  of  its  business
             including,   without  limitation,   with  respect  to  transactions
             contemplated  by this  Agreement and the other Credit  Documents to
             which it is a party; and

                  (iii) is not in  violation  in any  respect of any term of any
             agreement,  or other  instrument to which it is a party or by which
             it may be bound;

         which violation or failure to obtain (as referenced in clause (i), (ii)
         or (iii) above) could reasonably be expected to, individually or in the
         aggregate,  materially  and  adversely  affect:  (A)  the  business  or
         financial condition of the Seller  individually,  or the Seller and its
         subsidiaries  (if any) taken as a whole,  (B) the ability of the Seller
         to perform any of its  obligations  hereunder or under any other Credit
         Document to which it is a party, (C) any Contract or the enforceability
         thereof or the  interest  of the Buyer or the Lender  therein or in any
         other Sold Asset such that the aggregate Discounted Contract Balance of
         all the affected  Contracts  plus the  aggregate  face value of all the
         other  affected  Sold  Assets  would  exceed  an  aggregate  amount  of
         $250,000,  or (D) the  enforceability  of this  Agreement  or any other
         Credit Document to which it is a party;

                                       7
<PAGE>

             (h) FINANCIAL  STATEMENTS.  The Current Financials were prepared in
accordance  with GAAP and present fairly the financial  condition and the result
of operations of Seller as of, and for the portion of the fiscal year ending on,
the date or dates thereof. All material  liabilities (direct or indirect,  fixed
or contingent)  of Seller as of the date or dates of the Current  Financials are
reflected  therein  or in the notes  thereto.  Between  the date or dates of the
Current  Financials  and the date  hereof,  there has been no  material  adverse
change in the  financial  condition  of  Seller,  nor has  Seller  incurred  any
material liability (direct or indirect, fixed or contingent).

             Seller does not have any material  liabilities or obligations other
than those  disclosed in the financial  statements  referred to in the preceding
paragraph  or for  which  adequate  reserves  are  reflected  in such  financial
statements;

             (i) DEFAULTS. The Seller is not in default with respect to any Debt
or any other  contractual  obligation  that could  reasonably  be  expected  to,
individually  or in the  aggregate,  materially  and adversely  affect:  (A) the
business or financial  condition of the Seller  individually,  or the Seller and
its  subsidiaries  (if any) taken as a whole,  (B) the  ability of the Seller to
perform any of its  obligations  hereunder or under any other Credit Document to
which it is a party,  (C) any  Contract  or the  enforceability  thereof  or the
interest of the Buyer or the Lender therein or in any other Sold Asset such that
the aggregate Discounted Contract Balance of all the affected Contracts plus the
aggregate  face value of all the other  affected  Sold  Assets  would  exceed an
aggregate amount of $250,000, or (D) the enforceability of this Agreement or any
other Credit Document to which it is a party;

             (j)  INSOLVENCY;  FRAUDULENT  CONVEYANCE.  The Seller is paying its
debts as they  become  due and is not  "insolvent"  within  the  meaning  of any
applicable Insolvency Law in that:

                  (i) both  immediately  before and after giving  effect to each
             assignment,  transfer  and  contribution  of the Sold  Assets,  the
             present  value of the  Seller's  assets  will be in  excess  of the
             amount  that  will  be  required  to  pay  the  Seller's   probable
             liabilities  as they then  exist and as they  become  absolute  and
             matured; and

                  (ii) both  immediately  before and after giving effect to each
             assignment,  transfer and contribution of the Sold Assets,  the sum
             of the Seller's assets will be greater than the sum of the Seller's
             debts, valuing the Seller's assets at a fair market value.

         SECTION 4.2.  COVENANTS OF SELLER.  The Seller hereby  covenants to the
Buyer, the Merrill Counterparty and the Lender that:

             (a) Seller shall furnish to Lender  and/or each Hedge  Counterparty
such   information   as  reasonably   requested  by  Lender  and/or  such  Hedge
Counterparty.  Additionally, Seller shall cause the following to be furnished to
Lender:

                  (i) As soon as  available,  but no later than one hundred five
             (105)  days  after  the last  day of each  fiscal  year of  Seller,
             unqualified  audited  Financial  Statements  showing the  financial
             condition  and  result of  operations  of Seller as of, and for the
             year ended on, such last day,  accompanied  by (i) the opinion of a
             firm of  independent  certified  public  accountants  acceptable to
             Lender,   based  on  an  audit  using  GAAP,  that  such  Financial
             Statements were prepared in accordance with GAAP and present fairly
             the financial  condition  and result of  operations of Seller,  and
             (ii) a Financial Report  Certificate with respect to such Financial
             Statements.

                  (ii) As soon as available,  but no later than thirty (30) days
             after the last day of each calendar  month (i) unaudited  Financial
             Statements (balance sheet, income


                                       8
<PAGE>

             statement  and cash flow  statement  only)  showing  the  financial
             condition  and results of  operations  of Seller as of, and for the
             period from the beginning of the current  fiscal year, to such last
             day, for the same time period (ii) a Financial  Report  Certificate
             with respect to such Financial Statements.

                  (iii)  As  soon as  available,  but no  later  than  five  (5)
             Business Days after the last day of each calendar  month, a summary
             of Contracts originated.

                  (iv)  Notice,  promptly  after  Seller knows or has good faith
             reason  to  believe,  of  (i)  the  existence  and  status  of  any
             litigation  with  respect  to Seller  which  could  have a Material
             Adverse   Effect,   (ii)  any  change  in  any  material   fact  or
             circumstance  represented  or warranted  in any Credit  Document or
             Loan Document,  and/or (iii) a Pending Event of Default or Event of
             Default,  specifying  the nature thereof and what action Seller has
             taken, is taking, or proposes to take with respect thereto.

                  (v)  Promptly,  but within ten (10) Business Days upon request
             therefor by Lender and/or a Hedge  Counterparty,  such  information
             (not otherwise required to be furnished under the Credit Documents)
             respecting the business affairs,  assets and liabilities of Seller,
             Buyer or any Person guaranteeing or providing  Collateral to secure
             all  or  any   part  of  the   Obligations   and   such   opinions,
             certifications  and  documents,  in addition to those  mentioned in
             this  Agreement,  as Lender  and/or  such  Hedge  Counterparty  may
             reasonably request.

                  (vi) As soon as available  after the last day of each calendar
             month,  (A) a loan aging summary with respect to the Contracts,  in
             form and  substance  acceptable  to the  Lender  and (B) a  Monthly
             Servicer  Report  substantially  in the form attached to the Credit
             Agreement as Schedule F.

             (b) If any Obligor  under a Contract ever  substitutes,  adds to or
exchanges any Financed  Vehicle or other  collateral  subject to such  Contract,
Seller shall promptly deliver, or cause to be delivered,  any new certificate of
title,  chattel paper and/or any other documents or instruments  related to such
substitution,  addition  or  exchange  to  the  Custodian  and  shall  take  all
additional  steps as shall be required to preserve the Lender's  first  priority
security interest in such Collateral.

             (c) Seller shall pay or reimburse,  on a timely  basis,  the Lender
for all  out-of-pocket  fees, costs and expenses  incurred by Lender,  any Hedge
Counterparty or their  respective  third parties  selected by them in connection
with the execution of the  transactions  contemplated  by the Credit  Documents,
including,  without limitation,  a third party to perform agreed upon procedures
reviews,  whether or not the  transactions  contemplated by the Credit Documents
are  consummated;  PROVIDED  that the  Seller's  reimbursement  obligation  with
respect to the Lender's attorney's fees shall be limited as set forth to Section
12.7.1 of the Credit Agreement.

             (d)  Lender  shall  deliver,  or  cause  to be  delivered,  to  the
Custodian (to be stored in the related Receivable File) the original Certificate
of Title for each Financed Vehicle comprising the Sold Assets not later than 240
days after the related Transfer Date thereof.

             (e) Seller shall cause all Sold Assets sold to the Buyer on any one
Transfer  Date to be  earmarked  by the  Servicer  and tracked  separately  as a
tranche (each, a "Tranche"); and Seller shall cause each Monthly Servicer Report
to set forth the agreed upon information relating to each Tranche independent of
any other Tranche.

             (f) As of the  related  Transfer  Date,  no  Contract  shall be the
subject of an uncured


                                       9
<PAGE>

reversal of funds  transfer  from its related  Dealer or Eligible  Non-Franchise
Dealer to the Seller pursuant to a Dealer Agreement.

             (g) The Seller shall deliver the related  Receivable  File for each
Contract  included  in the Sold  Assets to the  Custodian,  and shall  cause the
Custodian to deliver to the Lender an  Acknowledgement  of Custodian  evidencing
receipt by the  Custodian  of all such  Receivable  Files,  in each case,  on or
before the related Transfer Date.

             (h)  The  Seller  shall  sell  at  least  $25,000,000  of  Eligible
Contracts to the Borrower in every Monthly Period.

         SECTION 4.3. CORPORATE EXISTENCE.

             (a) During the term of this Agreement, the Seller will keep in full
force and effect its existence, rights and franchises as a corporation under the
laws of the jurisdiction of its  incorporation  and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is
or shall be  necessary  to  protect  the  validity  and  enforceability  of this
Agreement, the Credit Documents and each other instrument or agreement necessary
or  appropriate  to  the  proper   administration  of  this  Agreement  and  the
transactions contemplated hereby.

             (b) During the term of this Agreement, the Seller, individually and
in its capacity as Originator,  shall observe the applicable legal  requirements
for the  recognition of the Seller as a legal entity separate and apart from the
Buyer, including as follows:

                  (1) the Seller shall maintain  corporate  records and books of
             account separate from those of the Buyer;

                  (2) except as otherwise provided in this Agreement and similar
             arrangements  relating  to  securitizations,  the Seller  shall not
             commingle its assets and funds with those of the Buyer;

                  (3) the Seller shall hold such appropriate  meetings or obtain
             such  appropriate  consents  of  its  Board  of  Directors  as  are
             necessary to authorize all the Seller's  corporate actions required
             by law to be  authorized  by the  Board of  Directors,  shall  keep
             minutes of such meetings and of meetings of its  stockholder(s) and
             observe all other customary corporate formalities;

                  (4) the  Seller  shall at all  times  hold  itself  out to the
             public under the  Seller's own name as a legal entity  separate and
             distinct from the Buyer; and

                  (5) all  transactions  and dealings between the Seller and the
             Buyer will be conducted on an arm's-length basis.

         SECTION  4.4.  LIABILITY  OF SELLER;  INDEMNITIES.  The Seller shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller under this Agreement.

         The Seller shall indemnify,  defend and hold harmless,  on an after tax
basis, the Buyer,  the Lender and their  respective  successors and assigns (and
any officers, directors, employees and agents of the foregoing) from and against
(a) any taxes that may at anytime be asserted  against any of them with  respect
to the sale of the Receivables and the other property  transferred  hereunder to
the Buyer or the issuance and original  sale of the Note,  including  any sales,
gross receipts,  general corporation,  tangible personal property,  privilege or
license taxes (but, in the case of the Buyer,  not including any taxes


                                       10
<PAGE>

asserted with respect to ownership of the Receivables or Federal or other income
taxes arising out of the transactions  contemplated by this Agreement) and costs
and expenses in defending  against the same and (b) any loss,  costs,  expenses,
damages,  claims and  liabilities and for all other amounts  payable,  including
reasonable  attorney's fees and disbursements awarded against or incurred by any
of them by  reason  of:  (i) the  Seller's  willful  misfeasance,  bad  faith or
negligence in the  performance  of its duties under this  Agreement or any other
Credit  Document  or any  Contract,  or by reason of reckless  disregard  of its
obligations  and duties under this Agreement or any other Credit Document or any
Contract, and (ii) any Insolvency Event that occurs with respect to the Seller.

         Indemnification  under this Section  shall survive the  termination  of
this Agreement and the Credit  Agreement and shall include  reasonable  fees and
expenses of counsel (including allocated costs of internal counsel) and expenses
of litigation.  If the Seller shall have made any indemnity payments pursuant to
this  Section  and the  Person to or on behalf  of whom such  payments  are made
thereafter  shall  collect any of such amounts  from  others,  such Person shall
promptly repay such amounts to the Seller, without interest.

         SECTION  4.5.  MERGER  OR  CONSOLIDATION   OF,  OR  ASSUMPTION  OF  THE
OBLIGATIONS OF, SELLER.  Any Person:  (a) into which the Seller may be merged or
consolidated,  (b) that may result from any merger or consolidation to which the
Seller shall be a party or (c) that may succeed to the  properties and assets of
the Seller substantially as a whole, shall execute an agreement of assumption to
perform every  obligation of the Seller under this Agreement and, whether or not
such  assumption  agreement  is executed,  shall be the  successor to the Seller
hereunder  without the execution or filing of any document or any further act by
any of the parties to this Agreement;  PROVIDED,  HOWEVER, that: (i) immediately
after giving  effect to such  transaction,  no  representation  or warranty made
pursuant to SECTION  3.1 shall have been  breached,  (ii) the Seller  shall have
delivered  to the Buyer,  each Hedge  Counterparty  and the Lender an  Officers'
Certificate  and an Opinion of Counsel  each  stating  that such  consolidation,
merger or succession and such  agreement of assumption  comply with this SECTION
4.5 and that all conditions  precedent,  if any,  provided for in this Agreement
relating  to such  transaction  have  been  complied  with,  that all  financing
statements and  continuation  statements and amendments  thereto shall have been
executed and filed that are necessary, and that no new Certificates of Title are
required to be issued  under  applicable  law to fully  preserve and protect the
interest  of the  Buyer,  each  Hedge  Counterparty  and the  Lender in the Sold
Assets, and reciting the details of such filings, or stating that no such action
shall be necessary to preserve and protect such  interest,  and (iii) the Seller
shall have  delivered to the Buyer,  each Hedge  Counterparty  and the Lender an
Opinion of Counsel or Opinions of Counsel regarding substantive consolidation of
such  Person with the Buyer in the event of a  bankruptcy  filing by such Person
which is  substantially  similar to the opinion of counsel provided by Seller on
the  Closing  Date,  and  which  may  be  subject  to  similar  assumptions  and
qualifications as that opinion.

         SECTION 4.6.  LIMITATION ON LIABILITY OF SELLER AND OTHERS.  The Seller
and any  director,  officer,  employee  or agent of the  Seller may rely in good
faith on the  advice of  counsel  or on any  document  of any kind  PRIMA  FACIE
properly  executed and submitted by any Person  respecting  any matters  arising
hereunder.  The Seller shall not be under any obligation to appear in, prosecute
or defend any legal action that shall not be incidental to its obligations under
this  Agreement,  and that in its  opinion  may  involve  it in any  expense  or
liability.

                                   ARTICLE V
                                   [RESERVED]

                                       11
<PAGE>

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

         SECTION 6.1. AMENDMENT. This Agreement may be amended from time to time
by a written  amendment duly executed and delivered by the Seller and the Buyer,
with the prior written consent of the Lender.

         SECTION 6.2. PROTECTION OF COLLATERAL.

             (a) The Seller shall  execute and file such  financing  statements,
and cause to be executed  and filed such  continuation  statements,  all in such
manner  and in such  places  as may be  required  by  applicable  law  fully  to
preserve,  maintain  and protect the right,  title and interest of the Buyer and
the interests of the Lender in the Receivables, the other Sold Assets and in the
proceeds  thereof.  The Seller shall  deliver (or cause to be  delivered) to the
Lender  file-stamped  copies of, or filing  receipts for, any document  filed as
provided  above as soon as available  following  such filing.  The Buyer and the
Lender shall  cooperate fully with the Seller in connection with the obligations
set forth above and will execute any and all  documents  reasonably  required to
fulfill the intent of this paragraph.

             (b) The Seller  shall not change its name,  identity,  location  of
organization,  status as a "registered  organization" or corporate  structure in
any manner that makes any financing statement or continuation statement filed in
accordance  with  PARAGRAPH  (A)  seriously  misleading  within  the  applicable
provisions of the UCC, unless (i) it shall have given the Lender at least thirty
(30) days'  prior  written  notice  thereof and (ii) shall have  promptly  filed
appropriate   amendments  to  all  previously  filed  financing   statements  or
continuation  statements  as may be required to preserve and protect the Buyer's
and the Lender's security interest in the Sold Assets.  The Seller shall pay all
filing fees or taxes  payable in respect of any UCC  financing  or  continuation
statements required to be filed pursuant to this Section 6.2(b).

             (c) If at any time  the  Seller  shall  propose  to  sell,  grant a
security  interest in, or otherwise  transfer any interest in motor  vehicles or
the related  receivables or contracts to any  prospective  purchaser,  lender or
other transferee, the Seller shall give to such prospective purchaser, lender or
other transferee  computer tapes,  records or printouts  (including any restored
from backup archives) that, if they shall refer in any manner  whatsoever to any
Receivable or other Sold Assets, shall indicate clearly that such Receivable and
the  other  Sold  Assets  has been  sold and is owned by the  Buyer and has been
pledged to the Lender.

             (d) The Seller shall permit the Lender, each Hedge Counterparty and
their  respective  agents at any time upon two (2) Business  Days prior  written
notice (PROVIDED that if an Excess Spread Deficiency,  a Swap Spread Deficiency,
a Pending  Event of Default or an Event of Default  shall have occurred and then
be continuing, no such notice shall be required) during normal business hours to
inspect,  audit  and make  copies of and  abstracts  from the  Seller's  records
regarding any Receivable  and the other Sold Assets.  The Seller shall only bear
the expenses incident to the exercise by the Lender,  any Hedge  Counterparty or
their  respective  agents of their  rights  under this Section once per calendar
year for each  such  entity  (unless  the  Lender  and  Hedge  Counterparty  are
Affiliates)  unless an Excess Spread  Deficiency,  a Swap Spread  Deficiency,  a
Pending  Event of Default or an Event of Default shall have occurred and then be
continuing in which case all such expenses for any number of inspections, audits
or copies shall be borne by the Seller.

             (e) Upon request, the Seller shall furnish to the Lender and/or any
requesting  Hedge  Counterparty,  within five (5)  Business  Days, a list of all
Receivables  (by contract  number and name of Obligor) and the other Sold Assets
then held as assets of the Buyer, together with a reconciliation of such


                                       12
<PAGE>

list  to  the  Schedules  of  Receivables  attached  to the  Seller  Assignments
furnished before such request.

         SECTION 6.3. NOTICES. All notices, requests and other communications to
be given  hereunder  shall be in writing and shall be given to such party at its
address  or fax number  set forth  below or such other  address or fax number as
such  party may  hereafter  specify  by notice to Lender  and  Buyer.  Each such
notice,  request or other  communication  shall be effective (i) if given by fax
during the business hours of the party receiving notice, when transmitted to the
fax number specified in this Section and, on the day of transmittal  thereof,  a
confirmation  of receipt (which may be telephonic) is given by the recipient and
in any event no later than the next  business day, (ii) if given by mail, on the
third day after such  communication  is  deposited in the mails with first class
postage  prepaid,  addressed  as  aforesaid or (iii) if given by any other means
(including,  without limitation,  by air courier), when delivered at the address
specified in this Section;  PROVIDED  that notices  given under this  subsection
(iii) shall not be effective  until  received by the respective  addressee.  All
notices shall also be given,  simultaneously and in like manner, to such party's
legal counsel at its address or fax number set forth below or such other address
or fax  number  as such  party  may  hereafter  specify  by  notice to the other
parties.

AS TO BUYER:                                  WITH A COPY TO:

E-LOAN Auto Fund One, LLC                     E-LOAN, Inc.
5875 Arnold Road                              5875 Arnold Road
Dublin, CA  94568                             Dublin, CA  94568
Telephone:  925-241-2510                      Telephone:  925-560-2631
Telefax:  925-560-3408                        Telefax:  925-803-3503
Attn:  Tom Knight, Treasurer                  Attn: Edward A. Giedgowd, Esq.

AS TO SELLER:                                 WITH A COPY TO:

E-LOAN, Inc.                                  E-LOAN, Inc.
5875 Arnold Road                              5875 Arnold Road
Dublin, CA  94568                             Dublin, CA  94568
Telephone:  925-241-2510                      Telephone:  925-560-2631
Telefax:  925-560-3408                        Telefax:  925-803-3503
Attn:  Tom Knight, Treasurer                  Attn: Edward A. Giedgowd, Esq.

AS TO LENDER:                                 WITH A COPY TO:

Merrill Lynch Bank USA                        Merrill Lynch Bank USA
800 Scudders Mill Road                        15 W. South Temple
Plainsboro, NJ 08536                          Salt Lake City, UT  84101
Telephone: (609) 282-3038                     Telephone: (801) 526-8310
Telefax: (609) 282-1269                       Telefax: (801) 534-1677
Attn: Scott Croland                           Attn: Eric Billinger

AS TO MERRILL COUNTERPARTY:                   WITH A COPY TO:

Merrill Lynch Bank USA                        Merrill Lynch Bank USA
800 Scudders Mill Road                        15 W. South Temple
Plainsboro, NJ 08536                          Salt Lake City, UT  84101
Telephone: (609) 282-3038                     Telephone: (801) 526-8310
Telefax: (609) 282-1269                       Telefax: (801) 534-1677
Attn: Scott Croland                           Attn: Eric Billinger


                                       13
<PAGE>


AS TO SERVICER:                            WITH A COPY TO:

Systems & Services Technologies, Inc.      Systems & Services Technologies, Inc.
4315 Pickett Road                          4315 Pickett Road
St. Joseph, MO  64503                      St. Joseph, MO  64503
Telephone: (816) 671-2029                  Telephone: (816) 671-2028
Telefax: (816) 671-2029                    Telefax: (816) 671-2029
Attn:    John J. Chappell, President       Attn: Joseph D. Booz, General Counsel

         SECTION  6.4.  ASSIGNMENT.  Notwithstanding  anything  to the  contrary
contained  herein,  except as  provided in the Credit  Agreement  or SECTION 4.5
hereof, this Agreement may not be assigned by the Seller or the Buyer.

         SECTION 6.5.  LIMITATIONS  ON RIGHTS OF OTHERS.  The provisions of this
Agreement  are  solely  for the  benefit of the  Seller,  the Buyer,  each Hedge
Counterparty  and the Lender and nothing in this  Agreement,  whether express or
implied,  shall be  construed to give to any other Person any legal or equitable
right,  remedy  or  claim in the  Collateral  or  under  or in  respect  of this
Agreement or any covenants, conditions or provisions contained herein.

         SECTION 6.6.  SEVERABILITY.  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  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         SECTION 6.7. SEPARATE  COUNTERPARTS.  This Agreement may be executed by
the parties hereto in separate counterparts,  each of which when so executed and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute but one and the same instrument.

         SECTION  6.8.  HEADINGS.  The  headings  of the  various  Articles  and
Sections  herein are for  convenience  of reference only and shall not define or
limit any of the terms or provisions hereof.

         SECTION  6.9.  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW  YORK,  WITHOUT  REFERENCE  TO ITS
CONFLICT OF LAW PROVISIONS; PROVIDED, THAT SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK  GENERAL  OBLIGATIONS  LAW SHALL  APPLY,  AND THE  OBLIGATIONS,  RIGHTS AND
REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED IN ACCORDANCE  WITH SUCH
LAWS.

         SECTION 6.10.  ASSIGNMENT TO LENDER. The Seller hereby acknowledges and
consents to any mortgage, pledge, assignment and grant of a security interest by
the Buyer to the Lender pursuant to the Credit Agreement of all right, title and
interest  of the Buyer in, to and under the  Receivables,  the other Sold Assets
and the assignment of any or all of the Buyer's rights and obligations hereunder
to the Lender.

         SECTION 6.11. NO PETITION.

             (a) By entering into this  Agreement,  the Seller hereby  covenants
and agrees that it will not at any time institute  against the Buyer, or solicit
or join in or cooperate with or encourage any institution  against the Buyer of,
any   bankruptcy,   reorganization,   arrangement,   insolvency  or  liquidation
proceedings,  or other  proceedings  under any  United  States  Federal or State
bankruptcy or similar law in  connection  with any  obligations  relating to the
Note, this Agreement or any of the Credit Documents.


                                       14
<PAGE>

The foregoing  shall not (i) limit the rights of the Seller to file any claim in
or otherwise take any action with respect to any insolvency  proceeding that was
instituted  against  the Buyer by any  Person  other  than the  Seller,  or (ii)
require the Seller to resist any legal process.

             (b) By entering into this Agreement, the Buyer hereby covenants and
agrees that it will not at any time institute  against the Seller, or solicit or
join in or cooperate  with or encourage any  institution  against the Seller of,
any   bankruptcy,   reorganization,   arrangement,   insolvency  or  liquidation
proceedings,  or other  proceedings  under any  United  States  Federal or State
bankruptcy or similar law in  connection  with any  obligations  relating to the
Note, this Agreement or any of the Credit Documents. The foregoing shall not (i)
limit the rights of the Buyer to file any claim in or otherwise  take any action
with respect to any insolvency proceeding that was instituted against the Seller
by any  Person  other than the Buyer,  or (ii)  require  the Buyer to resist any
legal process.

         SECTION 6.12. SUBMISSION TO JURISDICTION; WAIVERS.

         EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

             (a) SUBMITS  ITSELF AND ITS PROPERTY TO THE  NON-EXCLUSIVE  GENERAL
JURISDICTION  OF THE COURTS OF THE STATE OF NEW YORK,  THE FEDERAL COURTS OF THE
UNITED  STATES OF AMERICA  FOR THE  SOUTHERN  DISTRICT  OF NEW YORK OR ANY OTHER
FEDERAL  COURT  SITTING IN THE BOROUGH OF  MANHATTAN IN THE CITY OF NEW YORK AND
APPELLATE COURTS FROM ANY THEREOF;

             (b)  CONSENTS  THAT  ANY  ACTION  OR  PROCEEDING  RELATING  TO  THE
TRANSACTIONS  CONTEMPLATED BY OR ARISING FROM, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY  JUDGMENT  IN RESPECT  OF, THE  CREDIT  DOCUMENTS  MAY BE BROUGHT IN SUCH
COURTS;

             (c) WAIVES ANY OBJECTION  THAT IT MAY NOW OR HEREAFTER  HAVE TO THE
VENUE OF ANY SUCH ACTION OR  PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;

             (d)  AGREES  THAT ANY  SERVICE  OF  PROCESS  IN ANY SUCH  ACTION OR
PROCEEDING  MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY  SUBSTANTIALLY  SIMILAR  FORM OF  MAIL),  POSTAGE  PREPAID,  TO ITS
ADDRESS  SET FORTH  HEREIN OR AT SUCH  OTHER  ADDRESS OF WHICH EACH OF THE OTHER
PARTIES  HERETO  SHALL  HAVE  BEEN  NOTIFIED  IN  ACCORDANCE  WITH THE TERMS AND
CONDITIONS OF THIS  AGREEMENT;  PROVIDED  THAT FOR THE AVOIDANCE OF DOUBT,  EACH
PARTY  AGREES  THAT ANY  SERVICE OF  PROCESS  ON THE BUYER  SHALL BE SENT TO THE
ADDRESS SET FORTH IN SECTION 4 OF ITS LIMITED LIABILITY COMPANY AGREEMENT; AND

             (e) AGREES THAT  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION.

                            [Signature page follows.]

                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed by their  respective  officers as of the day and year first above
written.

                              E-LOAN AUTO FUNDING ONE, LLC



                              By:
                                       -----------------------------------
                              Name:
                                       -----------------------------------
                              Title:
                                       -----------------------------------



                              E-LOAN, INC.



                              By:
                                       -----------------------------------
                              Name:
                                       -----------------------------------
                              Title:
                                       -----------------------------------