**MARKETING AGREEMENT**

This Marketing Agreement ("Agreement") is entered into and shall beeffective the 24th day of January, 2000 ("Effective Date") by and between RE/MAXInternational, Inc., a Colorado corporation ("RE/MAX"), having its principalplace of business at 8390 East Crescent Parkway, Suite 600, Greenwood Village,CO 80111-2800 and E-LOAN, Inc., a Delaware corporation ("E-LOAN"), having itsprincipal place of business at 5875 Arnold Road, Dublin, CA 94568.
Whereas, RE/MAX is a respected leader in the real estate industry andnationally recognized as a  franchisor of real estate brokerage offices, bothdomestically and internationally, and  consistent with its leadership roleprovides to its membership, and the RE/MAX organization, technologicalinnovations and online services through its website currently at www.remax.com(the "RE/MAX website") designed to allow its membership to offer value addedservices to RE/MAX customers who desire one-stop shopping as part of the homebuying process; and
Whereas, E-LOAN is the leading online lender offering a full range ofresidential mortgage loan products and other consumer loan products to consumersthrough the Internet on E-LOAN's website currently at www.eloan.com (the "E-LOANwebsite") and also makes available to consumers visiting its website a creditcalculator and other interactive tools designed to assist the consumer incomparing competitive mortgage loan products and in selecting a mortgage loanproduct that best fits the needs of the consumer; and
Whereas, in addition to providing services to consumers and prospectiveborrowers on the E-LOAN Website, E-LOAN also provides services, goods andfacilities to mortgage lenders and others doing business on the Internet,including, but not limited to website design, technology support andtroubleshooting, maintenance of hardware and software configurations, maintenanceof communication links and equipment, transmission of rate information andborrower application information, licensing of its brand name, trademarks andservice marks; and
Whereas, RE/MAX desires to engage the services of E-LOAN to create andmake available to its membership and RE/MAX customers a co-branded website thatprovides online mortgage lending services by E-LOAN and a full range ofresidential mortgage loan products along with interactive tools and sitefunctionality; and
Whereas, E-LOAN desires to use the expertise of RE/MAX to market andpromote E-LOAN and the co-branded website to the RE/MAX membership and consumers;and
Whereas, RE/MAX desires to provide marketing services and performspecified marketing functions detailed in this Agreement.
Now, therefore, in consideration of the premises and mutual covenants setforth herein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree as follows:
1.      Purpose.  The purpose of this Agreement is to promote and achieve theeffective marketing to RE/MAX Regions, RE/MAX Broker/Owners and RE/MAX SalesAssociates (collectively "RE/MAX Affiliates") and any other corporate affiliatesof RE/MAX located throughout the United States, of E-LOAN and a RE/MAX - E-LOANco-branded web site that offers mortgage lending services by E-LOAN and a fullrange of residential mortgage loan products available to RE/MAX customers, andfurther offers interactive tools and site functionality designed to assist theRE/MAX customer in comparing and selecting the residential mortgage loan productthat best meets the needs of the RE/MAX customer (the "Co-Branded Site").
2.      Obligations of E-LOAN.  During the term of this Agreement:
    a.      E-LOAN agrees to build, implement and host for RE/MAX a Co-BrandedSite that functions as a loan center and offers RE/MAX Affiliates the ability toprovide RE/MAX customers an online mortgage solution for each step of the loanprocess from pre-qualification and pre-approval through loan research andselection, loan application, and online tracking of the status of the loan untilit is closed.
    b.      E-LOAN agrees the Co-Branded Site will be designed with the "look andfeel" designated by RE/MAX and customized to RE/MAX specifications with aseamless transition for RE/MAX customers between the RE/MAX website and the Co-Branded Site.
    c.      E-LOAN agrees the Co-Branded Site will include site functionality andinteractive tools that permit a RE/MAX customer to pre-qualify, seek pre-approval, conduct a rate search of all available first and second mortgage loanproducts from participating lenders, make online application, use the "Recommenda Loan" advisory tool, utilize the credit report access, use rent vs. buy paymentcalculators, obtain educational information about the home buying process, accessthe loan application status through "E-Track" and permit a RE/MAX Affiliate toaccess the loan application status of a RE/MAX customer through "E-Track Pro",perform rate watches and loan monitoring, use Realtorr Tools, open a live onlineassistance session with an E-LOAN customer service representative to help aRE/MAX customer get answers to urgent questions, and other features as may beagreed to between the parties.
    d.      E-LOAN agrees the Co-Branded Site shall be fully functional andoperational by no later than February 1, 2000.
    e.      E-LOAN agrees to staff and maintain a call center with a RE/MAXdedicated toll free number and Call Center Representatives available to answerquestions concerning E-LOAN's mortgage services 7 days a week from 5:00 AM to8:00 PM Pacific Time M-F and 6:00 AM to 6:00 PM Pacific Time Saturday and Sunday.
    f.      E-LOAN agrees to have a dedicated loan consultant team to work withand assist persons who inquire about, or apply for E-LOAN's mortgage loanservices through the Co-Branded Site.
    g.      E-LOAN agrees to establish quarterly performance reviews with RE/MAXto review performance and determine how to enhance the services provided by theparties under this Agreement.
    h.      E-LOAN agrees to ensure that any information provided by RE/MAXAffiliates, RE/MAX customers and other users of the Co-Branded Site, includingbut not limited to information provided as part of the application, qualificationand loan process, is maintained, accessed and transmitted in a secure environmentand in compliance with security specifications equal to those provided on the E-LOAN website and otherwise as directed in writing by RE/MAX; provided, however,that all customer information shall be subject to, and treated in accordancewith, E-LOAN's privacy policy and applicable law.
    i.      E-LOAN agrees to post and maintain the following notice on the firstpage of the Co-Branded Site in upper case and bold type the following:  "RE/MAXInternational, Inc. is not in the business of originating home loans and isneither a licensed mortgage broker nor a licensed mortgage lender.  Allresidential mortgage loan products and services offered herein are offered by E-LOAN, Inc. in its capacity as a licensed mortgage broker or mortgage lender orthrough mortgage lenders with whom E-LOAN, Inc. has established a correspondentlending relationship."
            j.      Any updates or enhancements that E-LOAN makes to the E-LOAN Websitethat pertain to functionality of the Co-Branded Site shall also be made to theCo-Branded Site.
3.      RE/MAX Responsibilities.  To promote E-LOAN and the Co-Branded Site toRE/MAX Affiliates, RE/MAX agrees to provide the following goods, facilities,services and marketing activities (the "Marketing Activities") during the termof this Agreement:
    a. RE/MAX agrees to create, maintain and host one or more links on theRE/MAX website to the Co-Branded Site, at locations on the RE/MAX website asmutually agreed by the parties.
    b.      RE/MAX agrees to broadcast fax or e-mail to RE/MAX Affiliates on amonthly basis promotional information about E-LOAN and the Co-Branded Site.  Theparties shall periodically confer on the need for promotional information on amonthly basis, and if the parties mutually agree that updates should be providedless often, the parties shall adjust the timing accordingly.
    c.      RE/MAX agrees to provide customized content created for E-LOAN inadvertisements and articles in each edition of the RE/MAX Times.
    d.      RE/MAX agrees that it will, within the first ninety (90) days of thisAgreement, create, develop and produce, programming and advertisements fortelecast on the RE/MAX Satellite Network and provide customized content createdfor training programs on how to use the Co-Branded Site.  The programming,advertisements and training programs shall air at least two (2) times per monthfor as long as the content is relevant; if the content becomes no longerrelevant, RE/MAX will create, develop, produce and provide, without interruption,new or updated programming, advertisements and training programs that arerelevant.
    e.      RE/MAX agrees to permit E-LOAN access to and provide participationopportunities (including speaking opportunities in break-out sessions) to E-LOANat the RE/MAX Annual Convention and RE/MAX Broker/Owner Conference, as anexhibitor, sponsor of convention activities, and/or attendee.
    f.      RE/MAX agrees to work with E-LOAN to develop innovative ways topromote E-LOAN, its services and the E-LOAN website.
    g.      RE/MAX agrees to arrange, provide introductions, and set up meetingswith key RE/MAX Affiliates identified by the parties for the purpose of marketingand promoting E-LOAN and the Co-Branded Site.
    h.      RE/MAX agrees to assist E-LOAN in its efforts to educate and informRE/MAX Affiliates about the benefits of E-LOAN and the Co-Branded Siteto RE/MAXcustomer.
    i.      RE/MAX agrees to customize content for RE/MAX Mainstreet -- itsprivate extranet website accessible to RE/MAX membership through registration andpassword to obtain information about RE/MAX and its services -- about E-LOAN andthe Co-Branded Site and make available to subscribers live chats with E-LOANrepresentatives on RE/MAX Mainstreet.
    j.      RE/MAX agrees to distribute educational and informational materialsdeveloped by E-LOAN about the features of the Co-Branded Site to RE/MAXAffiliates.
    k.      RE/MAX agrees to develop a national marketing campaign on one-stopshopping that includes mortgage services as part of the home buying process.
    l.      RE/MAX agrees to e-mail to all RE/MAX Affiliates monthly newsbulletins provided by E-LOAN.
    m.      RE/MAX and E-LOAN Senior Management will meet quarterly to discusswebsite performance, customer service and marketing effectiveness.
4.      Exclusivity.  During the term of this Agreement:
    a.      RE/MAX agrees that E-LOAN shall be the exclusive integrated onlinemortgage provider advertised on the RE/MAX website.  Notwithstanding theforegoing, E-LOAN acknowledges and agrees that RE/MAX may endorse othertraditional residential mortgage providers who have or may develop an onlinepresence and may promote that mortgage provider to RE/MAX Affiliates and RE/MAXcustomers by means other than the RE/MAX website.
    b.      E-LOAN agrees that it will not enter into any agreement that issimilar in purpose or effect as this Agreement with any multi-state business orcompany (as used herein the term "multi-state business or company" means abusiness or company doing business in two or more states), now in existence orcreated during the term of this Agreement that(1)     (i)     sells or markets real estate franchises; and(ii)    has more than 10,000 closed real estate transaction sidesannually as reported in the most recent annual report publishedby Real Trends Newsletter (or the most recent publication ofNational Relocation and Real Estate or any other industrypublication agreed to by the parties providing such informationif Real Trends ceases to provide such information); and(iii)   competes with RE/MAX or RE/MAX Affiliates; or(2)     has a controlling interest in a RE/MAX Competitor.
As used in this Agreement, the term "RE/MAX Competitor" collectively includes anymulti-state business or company identified in Section 4 b (1) and furtherincludes but is not limited to Cendant, Century 21, NRT, Coldwell Banker, ERA,Prudential, Homeservices.com, Keller Williams, Realty Executives, Sutton Group,Better Homes & Gardens, GMAC, Insignia, Arvida Realty and their successors ininterest or assigns.
5.      Term and Termination.  The term of this Agreement shall be for a period ofthree (3) years commencing on the Effective Date of this Agreement unlessterminated as provided in this Agreement.
    a.      Either party may terminate this Agreement upon thirty (30) days priorwritten notice to the other party upon  the bankruptcy or insolvency or a generalassignment for the benefit of creditors of the other party. .
    b.      Either party may terminate this Agreement upon a material breach of any of the terms or conditions of this Agreement by the other party.  The noticeof termination shall specify the breach and give the defaulting party theopportunity to cure such breach within thirty (30) days of the date of receiptof the notice.  The notice shall include a description of the alleged breach. Failure to cure such breach within the thirty (30) day cure period shall givethe non-breaching party the right to terminate this Agreement.
    c.      Either party  may terminate this Agreement if it determines, in itssole discretion, that the continuation of this Agreement may constitute aviolation of any federal, state or local law, regulation or ordinance or wouldotherwise be considered an unethical or inappropriate business practice.
    d.      Either party may, at its option, terminate this Agreement uponforty-five (45) days' written notice to the other party in the followingsituations (each, a "Change in Control"):
(1)     a controlling interest in a party is acquired directly orindirectly by a Competing Third Party (hereafter defined) that isnot an Affiliate (hereafter defined) of such party prior to suchtransaction;
(2)     a party merges into, consolidates with, or otherwise is acquired,directly or indirectly, by any Competing Third Party that is notits Affiliate prior to such transaction; or
(3)     a party is sold or substantially all of its assets are solddirectly or indirectly to a Competing Third Party.
                A party subject to a Change in Control will promptly, but in no eventlater than forty-five days prior to the effective date of the Change in Control,provide the other party in writing the details of such Change in Control.Failure of the receiving party to terminate this Agreement in writing withinforty-five days of receiving such notice shall constitute a waiver of thatparty's option to terminate.
                As used in this section, the term "control" (including the terms"controlling", "controlled by," and "under common control with"), means thepossession, direct or indirect, of the power to direct or cause the direction ofthe management and policies of a party, whether through the ownership of votingsecurities, by contract, or otherwise.  The term "Affiliate of" means an entitythat, directly or indirectly through one or more intermediaries, controls, or iscontrolled by, or is under common control with a party.  A "Competing ThirdParty" is an unaffiliated party that the party not having a Change in Controlconsiders, in its reasonable judgment, a competitor and includes a RE/MAXCompetitor.
    e.      The parties agree the terms and conditions of this Agreement for yearstwo and three, including the amount of compensation for marketing fees,  may bemodified, effective for the next year,  by mutual agreement of the parties atleast sixty (60) days prior to the end of year one and sixty (60) days prior tothe end of year two of this Agreement.  This Agreement shall terminate at the endof year one if the parties are unable to mutually agree in writing onmodifications to the terms and conditions of this Agreement or the parties areunable to determine and agree upon the amount of compensation and dates forpayment of the  marketing fees for year two of this Agreement at least sixty (60)days prior to the end of year one.  This Agreement shall terminate at the end ofyear two if the parties are unable to mutually agree in writing on modificationsto the terms and conditions of this Agreement or the parties are unable todetermine and agree upon the amount of compensation and dates for payment of themarketing fees for year three of this Agreement at least sixty (60) days priorto the end of year two.
    f.      Any termination of this Agreement shall be without prejudice to theaccrued rights of the parties.  All fees paid in advance shall be prorated as ofthe effective date of termination with appropriate refunds made.
    g.      Upon termination of this Agreement, E-LOAN shall continue to processany mortgage loan applications submitted by RE/MAX customers to E-LOAN on the Co-Branded Site prior to termination.
6.      Marketing Fees.
    a.      As compensation for the Marketing Activities to be performedhereunder, E-LOAN agrees to pay RE/MAX a marketing fee of [*] during the firstyear of this Agreement payable as follows: [*] on or before February 4, 2000 and[*]on or before August 4, 2000.  Compensation to RE/MAX for Marketing Activitiesfor years two and three of the Agreement will be determined as set forth inSection 5 e.  The marketing fees reflect compensation for marketing services andelectronic facilities provided by RE/MAX as set forth in Section 3, and have beenarrived at after consideration of, and appropriate credit for, the services andelectronic facilities provided by E-LOAN hereunder, and are not in any way andin future years will not be predicated on the volume of loan applicationsreceived by E-LOAN or the number of loans closed by E-LOAN.  It is the parties'intention that the marketing fees at all times represents the reasonable valuefor the Marketing Activities provided by RE/MAX.
    b.      The compensation for marketing fees or other terms of this Agreementcan be restructured by mutual agreement of the parties to comply with federal andstate laws and regulations or upon the revision or interpretation by theregulators of any law which impacts on this Agreement, including but not limitedto the Real Estate Settlement and Procedures Act of 1974, as amended ("RESPA")and/or Regulation Z.  If the parties are unable to mutually agree on how torestructure this Agreement to bring it into compliance with federal and statelaws and regulations or the revision or interpretation by regulators of any lawwhich impacts on this Agreement, then either party may terminate this agreementupon thirty (30) days prior written notice to the other party.
7.      Mortgage Products.  E-LOAN agrees to make available a full range of itsavailable competitive residential mortgage loan products suitable for RE/MAXcustomers including but not limited to:
    a.      fixed and adjustable rate loans;
    b.      conforming and jumbo loans;
    c.      FHA loans (when E-LOAN makes such loans available on the                E-LOAN website);
    d.      affordable mortgage and first time home buyer programs;
    e. cash out refinance programs;
    f. home equity lines of credit (HELOCs);
    g.      home equity loans;
    h.      refinances; and
    i.      other products as mutually deemed appropriate and necessary                by the parties.
8.      Trademark Licenses.
    a.      During the term of this Agreement and subject to the terms providedherein, RE/MAX hereby grants to E-LOAN a non-exclusive, non-transferable, royaltyfree, worldwide license to use and display in connection with the Co-Branded Siteand links to and from or in conjunction with the Co-Branded Site and in anypresentations or promotional or informational materials regarding the Co-BrandedSite the RE/MAX name, trademarks, service marks, logos, slogans, trade dress andother proprietary descriptions, whether registered or unregistered (collectivelythe "RE/MAX Marks") as contained in the RE/MAX Trademark and Graphic StandardsManual, a copy of which is attached hereto as Exhibit A.  E-LOAN expresslyacknowledges that RE/MAX is the owner of all right, title and interest in and tothe RE/MAX Marks and agrees that it shall not at any time have or acquire anyinterest in the RE/MAX Marks and further agrees that all such use or display ofthe RE/MAX Marks inures to the exclusive benefit of RE/MAX and automaticallyvests in and remains the property of RE/MAX.  E-LOAN agrees that any use ordisplay of the RE/MAX Marks must be approved in writing prior to their use ordisplay and E-LOAN agrees to abide by all standards and guidelines of RE/MAX withrespect to the proper use and display of the RE/MAX Marks as shown in Exhibit A,as from time to time amended.  E-LOAN agrees not to use the RE/MAX Marks for anyother purpose without the prior written consent of RE/MAX.
    b.      During the term of this Agreement and subject to the terms providedherein, E-LOAN hereby grants to RE/MAX a non-exclusive, non-transferable, royaltyfree, worldwide license to use and display in connection with the Co-Branded Siteand links to and from or in conjunction with  the Co-Branded Site and in anypresentations or promotional or informational materials regarding the Co-BrandedSite the E-LOAN name, trademarks, service marks, logos, slogans, trade dress andother proprietary descriptions, whether registered or unregistered (as usedherein the term "E-LOAN Marks" includes E-LOAN, ELOAN, E-TRACK, E-LOAN LTD. andE-LOAN.COM).   RE/MAX expressly acknowledges that E-LOAN is the owner of allright, title and interest in and to the E-LOAN Marks and agrees that it shall notat any time have or acquire any interest in the E-LOAN Marks and further agreesthat all such use or display of the E-LOAN Marks inures to the exclusive benefitof E-LOAN and automatically vests in and remains the property of E-LOAN.  RE/MAXagrees that any use or display of the E-LOAN Marks must be approved in writingprior to their use or display and RE/MAX agrees to abide by all standards andguidelines of E-LOAN with respect to the proper use an display of the E-LOANMarks.  RE/MAX agrees not to use the E-LOAN Marks for any other purpose withoutthe prior written consent of E-LOAN.
9.      Activity Reports.  During the term of this Agreement:
    a.      E-LOAN agrees to provide to RE/MAX a monthly activity report of allactivity generated by the RE/MAX website, from the Co-Branded Site, and otherinformation requested by RE/MAX in a format acceptable to RE/MAX, and mutuallyagreed to by both parties
            b.      RE/MAX agrees to provide E-LOAN monthly activities reports of thenumber of page views for each page of any RE/MAX website that has a link to theCo-Branded Site, the number of clicks on each such link, and the number of pageviews of the Co-Branded Site if captured on the RE/MAX server.
            c.      RE/MAX shall have the right to examine and audit E-LOAN's books,records and reports which directly relate to the services provided under thisAgreement no more frequently than every six (6) months during business hours andupon reasonable request of RE/MAX during the term of this Agreement, provided,however, that RE/MAX shall not examine, or be entitled to examine, any personal,financial, loan or loan application information of any consumer.
10.     Marketing Agreement with RE/MAX Regions and RE/MAX Broker/Owners.  Withinninety (90) days after the  Effective Date of this Agreement the parties agreeto mutually develop and deploy a marketing program for RE/MAX Regions and RE/MAXBroker/Owners to market and promote E-LOAN and the Co-Branded Site.  E-LOANagrees it will not enter into any agreement that is similar in purpose or effectas this Agreement with RE/MAX Regions or RE/MAX Broker/Owners during this initialninety (90) day period.  E-LOAN agrees the mutual marketing plan developed by theparties shall be the only plan implemented by E-LOAN with any RE/MAX Region orany RE/MAX Broker/Owner.  E-LOAN agrees it will not enter into any agreementinvolving compensation with a RE/MAX Sales Associate without the prior writtenapproval of RE/MAX.  Notwithstanding the foregoing, all of E-LOAN's existingagreements with RE/MAX Broker/Owners and RE/MAX Sales Associates, as suchagreements may be renewed (with or without amendment) from time to time, shallremain in full force and effect.
11.     E-LOAN Website Directory.  E-LOAN agrees to provide, at no cost to RE/MAX,a hyperlink to the RE/MAX website for consumers who visit E-LOAN's website andrequest the services of a real estate agent.  If E-LOAN enters into an agreementwith a real estate brokerage service business or company to list that businessor company in a directory on E-LOAN's website, E-LOAN agrees RE/MAX or a RE/MAXicon, as determined by RE/MAX, shall be displayed first and with equal prominenceand stature as all others displayed in the  hyperlink directory.
12.     Representations and Warranties.
    a.      RE/MAX represents, warrants and covenants to E-LOAN that:
(i)     RE/MAX is a corporation duly organized, validly existingand in good standing under the laws of Colorado withfull power and authority to transact any and allbusiness contemplated by this Agreement and it possessesall requisite authority, power, licenses, registrations,permits and franchises to conduct its business aspresently conducted.
(ii)    The execution, delivery and performance by RE/MAX of thisAgreement has been duly authorized by all necessary corporateaction and does not and will not violate any provision of,require any registration, consent or approval under any law,rule regulation, order, injunction, decree or any otheragreement by which RE/MAX is bound.
(iii)   There is no claim, action, suit, proceeding or investigationpending or, to the best of RE/MAX's knowledge, threatenedagainst it or against any of its principal officers, directorsor key employees, which, either in any one instance or in theaggregate, may result in an adverse change in the business,operations, financial condition, properties or assets ofRE/MAX, or in any impairment of the right or ability of RE/MAXto carry on its business substantially as now conductedthrough its existing management group, or in any materialliability on the part of RE/MAX, or which would draw intoquestion the validity of this Agreement.
(iv)    The information and content on the RE/MAX website, other thaninformation and content supplied by or on behalf of E-LOAN,and the RE/MAX Marks licensed hereunder, do not and will notinfringe on the patent, copyright, trademark, trade name, orother proprietary right of any third party.
(v)     RE/MAX shall comply with and perform its obligations underthis Agreement in compliance with all applicable federal,state and local laws, rules and regulations.
(vi) Any and all content supplied by RE/MAX, or its representativesor agents, for the Co-Branded Site and all marketing materialsregarding the Co-Branded Site are true, accurate and completeto the extent they were prepared by RE/MAX or itsrepresentatives or agents.
(vii)   The RE/MAX website and the Co-Branded Website, and theinformation, content and marketing thereof by RE/MAX, shall bein full compliance with all  applicable federal and statelaws.
(viii)RE/MAX has obtained, or will have obtained in connection withthe transactions contemplated by this Agreement, all necessaryfederal and state approvals in connection with the operationand ownership of the RE/MAX website and the Co-Branded websiteand the content included therein.
(ix)    The privacy notices and privacy policies of the RE/MAX websiteand the Co-Branded Website are in compliance with the FederalTrade Commission's procedures and rules, as applicable, andcomply with acceptable trade practices.
(x)     This Agreement is a legal, valid and binding obligation ofRE/MAX and enforceable against RE/MAX in accordance with itsterms.
    b.      E-LOAN represents, warrants and covenants to RE/MAX that:
(i)     E-LOAN is a corporation duly organized, validly existing andin good standing under the laws of Delaware with full powerand authority to transact any and all business contemplated bythis Agreement and it possesses all requisite authority,power, licenses, registrations permits and franchises toconduct its business as presently conducted.
(ii)    The execution, delivery and performance by E-LOAN of thisAgreement has been duly authorized by all necessary corporateaction and does not and will not violate any provision of, orrequire any registration, consent or approval under any law,rule regulation, order, injunction, decree or any otheragreement by which E-LOAN is bound.
(iii)   There is no claim, action, suit, proceeding or investigationpending or, to the best of E-LOAN's knowledge, threatenedagainst it or against any of its principal officers, directorsor key employees, which, either in any one instance or in theaggregate, may result is an adverse change in the business,operations, financial condition, properties or assets of E-LOAN, or in any impairment of the right or ability of E-LOANto carry on its business substantially as now conductedthrough its existing management group, or in any materialliability on the part of E-LOAN, or which would draw intoquestion the validity of this Agreement.
(iv)    The information and content on the E-LOAN website and the Co-Branded Site, other than information and content supplied byor on behalf of RE/MAX, and the E-LOAN Marks licensedhereunder, do not and will not infringe on the patent,copyright, trademark, trade name or other proprietary right ofany third party.
(v)     E-LOAN shall comply with and perform its obligations underthis Agreement in compliance with all applicable federal,state and local laws, rules and regulations including, but notlimited to federal, state and local laws and regulationspertaining to the origination, processing and making ofresidential mortgage loans, RESPA, banking and otherwise.
(vi)    Any and all content supplied by E-LOAN, or its representativesor agents, for the Co-Branded Site is accurate and allmarketing materials regarding the Co-Branded Site are true,accurate and complete to the extent they were prepared by E-LOAN or its representatives or agents.
(vii)   The E-LOAN website and the Co-Branded Website, and theinformation, content and marketing thereof by E-LOAN, shall bein full compliance with all  applicable federal and statelaws.
(viii)  E-LOAN has obtained, or will have obtained in connection withthe transactions contemplated by this Agreement, all necessaryfederal and state approvals in connection with the operationand ownership of the E-LOAN website and the Co-Branded websiteand the content included therein.
(ix)    The privacy notices and privacy policies of the E-LOAN websiteand the Co-Branded Website are in compliance with the FederalTrade Commission's procedures and rules, as applicable, andcomply with acceptable trade practices.
(x) This Agreement is a legal, valid and binding obligation of E-LOAN and enforceable against E-LOAN in accordance with itsterms.
13.     Indemnification.
    a.      RE/MAX agrees to indemnify, defend and hold harmless E-LOAN and itsboard members, officers, employees and agents from any liability or damagesincurred as a result of any claims, demands, costs or judgements, includingattorneys' fees and court or arbitration costs, arising out of RE/MAX's breachof any warranties, representations or covenants hereunder, or failure to complywith applicable federal, state or local laws or regulations or any of theprovisions of such applicable laws and regulations or of any provisions of thisAgreement, or resulting form any act or omission by RE/MAX or its relatedentities, or any of their officers, agents or employees, including but notlimited to fraudulent conduct on the part of RE/MAX or its employees or agentsperforming services hereunder.  As used herein, the term "agents" shall notinclude RE/MAX Affiliates.
    b.      E-LOAN agrees to indemnify, defend and hold harmless RE/MAX and itsboard members, officers, employees and agents from any liability or damagesincurred as a result of any claims, demands, costs or judgements, includingattorneys' fees and court or arbitration costs, arising out of the originating,processing, brokering, making or closing of any loan by E-LOAN or any lendersassociated with E-LOAN in the originating, processing, brokering  making orclosing of any loan, on behalf of consumers who apply for a loan through the Co-Branded Site, or E-LOAN's breach of any warranties, representations or covenantshereunder, or failure to comply with applicable federal, state or local laws orregulations or any of the provisions of such applicable laws and regulations orof any provisions of this Agreement, or resulting form any act or omission by E-LOAN or its related entities, or any of their officers, agents or employees,including but not limited to fraudulent conduct on the part of E-LOAN or itsemployees or agents performing services hereunder.
    c.      Each party shall promptly notify the other party of any claim, suitor threat of suit of which that party becomes aware (except with respect to asuit a party might institute against the other), that may give rise to a rightof indemnification pursuant to this Agreement.  Each party shall provide allassistance required by the other party and the indemnifying party shall reimbursethe indemnified party for expenses incurred in providing such assistance.
    d.      All rights, obligations and duties of the parties with respect toindemnification shall survive termination or expiration of this Agreement.
14.     Insurance.  During the term of this Agreement and for a period of not lessthan six (6) months after the expiration or termination of this Agreement, E-LOANagrees to maintain the following insurance requirements and provide a certificateor other appropriate evidence of insurance satisfactory to RE/MAX for thefollowing:
            a.      A comprehensive general liability insurance policy that providesindependent contractors coverage, insures against liability for personal loss,injury or death to persons and damages to property, advertising injury, andcontractual liability that arise out of mortgage broker and/or mortgage lenderactivities.  The limit of liability under such insurance policy shall not be lessthan $2,000,000 combined single limit per occurrence.
            b.      Professional liability insurance that provides coverage for mortgagebroker and/or mortgage lender activities.  The limit of liability under suchinsurance policy shall not be less than $5,000,000 for each claim and $5,000,000in the annual aggregate.
            c.      E-LOAN shall provide RE/MAX thirty (30) days prior written notice oftermination, expiration, cancellation or modification of all such insurancepolicies as required by this Section 14.
15.     Confidentiality.
    a.      Each party acknowledges and agrees that a duty is owed to the otherparty to maintain the confidentiality of information provided by the other partyor obtained from the other party in connection with this Agreement.  Each partyshall treat as strictly confidential, and shall not use, disclose or permit tobe used or disclosed at any time prior to or after the termination of thisAgreement, except as specifically permitted in writing by the other party, theproprietary or confidential information of the other party or of any RE/MAXAffiliate, whether either party has such information in its memory or it isembodied in writing or other physical form.  Confidential or proprietaryinformation shall include any information of either party or any RE/MAX Affiliatewhich is not generally known or does not become known to the public, such as,without limitation, any development, sales, financial or accounting procedures,accounts operations, techniques, methods, business plans, trade secrets, or theidentity or proprietary information of any customers, any and all informationregarding either party's business or how either party does business("Confidential Information").  Confidential Information shall further includethis Agreement and any and all work produced by either party under thisAgreement.  Each party shall promptly advise the other party in writing of anyunauthorized use or disclosure of the other party's Confidential Information. Each party agrees to maintain, and cause its employees, agents andsubcontractors to maintain, the terms and conditions of this Agreement, includingcompensation, strictly confidential, and not to disclose same to any third party,except as expressly permitted in writing by the other party or except as requiredby government regulatory authority or applicable law.  Each party agrees that itsemployees, agents, subcontractors and contractors shall abide by the terms ofthis provision.  This provision shall survive the termination or expiration ofthis Agreement.
    b.      Each party shall limit the dissemination of the ConfidentialInformation within its own organization to such individuals whose duties justifythe need to know the Confidential Information, and then only provided that thereis a clear understanding by such individuals of their obligation to maintain theconfidential and proprietary nature of the Confidential Information.
16.     Other Business Arrangements.  E-LOAN agrees RE/MAX shall have theopportunity to enter into additional agreements with E-LOAN, under terms andconditions mutually agreed to between the parties, for RE/MAX to market and makeavailable to RE/MAX Affiliates and RE/MAX customers other consumer loan productsincluding, but not limited to, car loans, credit cards, and online home insuranceand home warranties.  E-LOAN further agrees to introduce RE/MAX to otherdistribution partners with which E-LOAN has a current business relationship atthe time of introduction, that provide access to consumers and capital.
17.     Relationship of the Parties.  Nothing in this Agreement shall be construedas constituting a partnership, joint venture or other association of any kind,or agent/principal relationship between the parties hereto.   The relationshipbetween the parties is an independent contractor relationship. RE/MAX and itsemployees, agents and subcontractors are not to be considered employees or agentsof E-LOAN for any purpose whatsoever.  E-LOAN and its employees, agents andsubcontractors are not to be considered employees or agents of RE/MAX for anyreason whatsoever.  Each party agrees and acknowledges that it is solelyresponsible for determining the method and means by which it will accomplish theservices called for under this Agreement and will otherwise fulfill itsobligation hereunder.
18.     Reimbursement of Expenses.  If either party shall bring an action or claimagainst the other arising out of this Agreement, then the party in whose favorfinal judgement shall be entered shall be entitled to have and recover from theother party its reasonable attorneys' fees and other reasonable expenses inconnection with such action or claim, in addition to its recoverable court orarbitration costs.
19.     Sale of Consumer Lists.  E-LOAN agrees to keep strictly confidential andnot to sell, transfer or make available to any third party any informationobtained from a RE/MAX Affiliate or RE/MAX customer in the course of applyingfor, processing and closing a residential mortgage loan with E-LOAN or otherlender on the Co-Branded Site, except as necessary to process the loanapplication. E-LOAN further agrees that all cross-marketing to RE/MAX Affiliatesor RE/MAX customers must first be approved in writing by RE/MAX.
20.     Injunctive Relief.  It is understood and agreed that the services to beprovided by E-LOAN to RE/MAX, and by RE/MAX to E-LOAN, and the obligationsimposed herein, are of a special, unique, extraordinary and intellectualcharacter, which gives them peculiar value, the loss of which cannot bereasonably or adequately compensated in damages in any action at law or in equityand that a breach by Neither party of any such provision contained in thisAgreement may cause the non-breaching party irreparable injury and damage.  Theparties expressly agrees that in the event of default the non-breaching partyshall be entitled to the remedies of injunction, specific performance and otherequitable relief to prevent a breach of any such provision of this Agreement andthat the non-breaching party shall not be required to post bond as a conditionof such relief.  This provision shall not, however, be construed as a waiver ofany rights which either party may have for damages or otherwise against the otherparty.
21.     Notices.  Any notice required or permitted to be given in writing underthis Agreement shall be deemed given and effective either when served personallyon the other party or when received in the United States mail, mailed bycertified or registered mail, return receipt requested or when received byovernight courier service to the party at its address as set forth below or asotherwise designated by the party in writing as follows:
(i)     Any notice to be given to RE/MAX pursuant to this Agreement shall beaddressed to the attention of Daryl Jesperson, President at RE/MAXInternational, Inc., 8390 East Crescent Parkway, Suite 600,Greenwood Village, CO 80111-2800 with a copy to John Linton, VicePresident and General Counsel.
(ii)    Any notice given to E-LOAN pursuant to this Agreement shall beaddressed to the attention of Doug Galen, Vice President at E-LOAN,Inc., 5875 Arnold Road, Dublin, CA 94568.
22.     Assignment.  Subject to Section 5(d), neither party may assign or transferthis Agreement or any of its rights or obligations hereunder, or contract withany third party to perform any of its responsibilities or obligations relatingto this Agreement without the prior written consent of the other party, whichconsent shall not be unreasonably withheld.  Any such attempted assignmentwithout the prior written consent of the other party shall be void and withouteffect. A change in control of either party, for example, by corporatereorganization, merger or sale of stock, shall not be deemed to be an assignmentand shall not require the other party's consent, provided that the change incontrol does not (i) constitute a Change in Control as defined in Section 5(d),(ii) materially alter the fundamental character of the party undergoing suchchange in control, or (iii) materially affect the relative risk of performanceof the respective parties' obligations under this Agreement. Not withstanding theforegoing, either party shall have the right to assign or transfer this Agreementor any of its rights or obligations hereunder to an affiliate of that partywithout the prior written consent of the other party.
23.     Governmental Regulation.  Nothing contained in this Agreement shall beconstrued so as to require the commission of any act contrary to law, andwherever there is any conflict between the provisions of this Agreement and anystatute, law, ordinance, order or regulation, the latter shall prevail, but insuch event any such provision of this Agreement shall be curtailed and limitedto only the extent necessary to bring it within the legal requirements.
24.     Governing Law.  This Agreement shall be interpreted, governed, construedand enforced in accordance with the laws of California, without regard to anyconflicts of laws principles.
25.     Arbitration.  Any dispute or claim arising out of or relating to thisAgreement, or breach thereof, shall be settled through good faith negotiationsbetween the parties.  In the event that said negotiations are not successful, anydispute or claim arising under or with respect to this Agreement, except fordisputes involving the RE/MAX Marks or E-LOAN Marks, will be resolved byarbitration in accordance with the Rules for Commercial Arbitration of theAmerican Arbitration Association.  Arbitration proceedings will be held in aneutral venue in Alameda County, California.  The decision or award of thearbitrator shall be final and binding upon the parties.  The arbitrator's powerunder the applicable arbitration rules shall be limited to the specific powersconferred under the arbitration laws of California.  Any arbitral award may beentered as a judgement or order in any court of competent jurisdiction.
26.     Severability.  If any provisions of this Agreement or the application ofany such provision to any person or circumstance is held unlawful or invalid, theremainder of this Agreement and the application of such provision other than tothe extent it is held unlawful or invalid, will not be held unlawful, invalidatedor affected thereby, and shall remain in full force and effect.
27.     Entire Agreement.  This Agreement sets forth the entire understanding ofthe parties with respect to the subject matter contained herein and supersedesall prior agreements, arrangements and understandings relating to the subjectmatter.
28.     Modification.  Any provision of this Agreement may be modified or amendedonly with the prior written consent of both parties.
29.     Non-Waiver.  Neither party may waive any of its rights or any obligationof the other party or any provision of this Agreement except by an instrument inwriting signed by that party.  Any single waiver of any right or obligation shallnot be deemed to be a permanent or continuing waiver of the same right orobligation.
30.     Counterparts.  This Agreement may be executed in several counterparts, eachof which shall be an original, but such counterparts shall together constitutebut one and the same Agreement.
31.     Section Headings.  The section numbers or letters, headings andsubparagraph numbers or letters used in this Agreement are for reference andconvenience purposes only and shall not in any way affect the meaning orinterpretation of any provision of this Agreement.
32.     Forbearance.  Any forbearance by either party in exercising any right orremedy hereunder, or otherwise afforded by law or equity, shall not be construedas a waiver of or preclude the exercise of any such right or remedy in thefuture.
33.     Cumulative Remedies.  All remedies provided in this Agreement are distinctand cumulative to any other right or remedy under this Agreement or afforded bylaw or equity and may be exercised concurrently, independently or successively.
In witness whereof, the parties have caused this Agreement to be executed the dayand year first above written.
RE/MAX International, Inc.
By:Its:Date:
E-LOAN, Inc.
By:Its:Date: