Exhibit 10.5

CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY
 [ * ] This information has been omitted based on a request for confidentialtreatment.  The non-public information has been filed separately with the SEC.**AUTO LOAN PURCHASE AND SALE AGREEMENT**
This Auto Loan Purchase and Sale Agreement ("Agreement") is made onAugust 3, 2001 (the "Effective Date"), by and between Patelco CreditUnion, a State chartered credit union with its principal office at 156Second St. SF, CA 94105 ("Correspondent") and E-LOAN, Inc., a Delawarecorporation with its principal office at 5875 Arnold Road, Dublin, CA 94568 ("E-LOAN").

WHEREAS, E-LOAN maintains a website at www.eloan.com, and is engaged in thebusiness of, among other things, origination and sale of loans to consumers forthe purchase or refinance of motor vehicles ("Loans");

WHEREAS, E-LOAN desires to provide a broad range of available financing forconsumers seeking Loans;

WHEREAS, E-LOAN and Correspondent desire to enter into an arrangement wherebyE-LOAN will sell Loans to Correspondent based on Correspondent's underwritingcriteria;

NOW, THEREFORE, in consideration of the mutual promises contained in thisAgreement and for other good and valuable consideration the receipt andsufficiency of which is hereby acknowledged, E-LOAN and Correspondent herebyagree as follows:
**Sale and Delivery of Loans
.
Sale and Purchase of Loans
. From time to time during the Term of thisAgreement, E-LOAN shall sell, assign, transfer, convey and deliver toCorrespondent, and Correspondent shall purchase from E-LOAN, without recourseand on a servicing released basis, all right, title and interest in and to Loansas provided in this Agreement.
**Offer
. From time to time during the Term of this Agreement, E-LOANshall submit, for Correspondent's review and approval, an offer to sell one ormore prospective Loans (each, an "Offer") under the terms of this Agreement.Each Offer shall be in a format acceptable to Correspondent, and shall includethe items and information set forth on 
Exhibit A
, which shallinclude the application relating to each offered Loan and such other informationas mutually agreed by the parties. In determining whether to submit an Offer toCorrespondent, E-LOAN shall apply Correspondent's underwriting and othercriteria for purchase of Loans subject to this Agreement as set forth on
Exhibit B
 ("Purchase Criteria") to the Loan application, and shallonly submit Offers that E-LOAN reasonably believes satisfy the PurchaseCriteria. E-LOAN is not obligated to offer to sell any Loans or prospectiveLoans to Correspondent.
**Acceptance
. On or before the Offer expiration set forth on
Exhibit A
, Correspondent shall, in its sole discretion, accept orreject the offer, and shall inform E-LOAN of its decision. In determiningwhether to accept or reject an Offer, Correspondent shall apply the PurchaseCriteria to each Loan offered for sale. If Correspondent accepts an Offer,Correspondent shall electronically transmit to E-LOAN a Confirmation withrespect to each prospective Loan to be purchased. The Confirmation shall includethe information set forth on 
Exhibit C
, and shall include a cleardescription of the conditions that must be met in order for Correspondent topurchase the Loan. Transmission of a Confirmation shall constitute acceptance ofE-LOAN's Offer, and Correspondent shall be obligated to purchase the prospectiveLoan, provided that all conditions set forth in the Confirmation are met and theLoan is funded by E-LOAN prior to expiration of the Confirmation. If E-LOAN doesnot fund a prospective Loan and fulfill all conditions set forth in theConfirmation within sixty (60) days of E-LOAN's receipt of the Confirmation, theConfirmation shall expire, and Correspondent shall have no obligation topurchase the Loan. E-LOAN agrees that it will not offer for sale to any personother than Correspondent any Loan for which a Confirmation has been issued andis outstanding. Upon expiration of a Confirmation, E-LOAN shall be free to sellor offer to sell the subject Loan to any other person. In the absence of aConfirmation issued by Correspondent with respect to a Loan, Correspondent isnot obligated to purchase any Loan offered for sale by E-LOAN.
**Funding and Delivery of Loans
. E-LOAN shall use its best efforts tofulfill all conditions set forth in a Confirmation, and to fund the subjectLoans prior to expiration of a Confirmation; however, E-LOAN is not obligated tofund or sell any Loans to Correspondent, whether or not a Confirmation has beenissued by Correspondent with respect to the subject Loan. Upon funding of a Loansubject to a Confirmation, E-LOAN shall immediately deliver to Correspondent,the low documents and items set forth on 
Exhibit D
, together withany other items required by the Confirmation relating to the subject Loan,evidence of funding and fulfillment of all conditions of the Confirmation("Required Documents").
**Payment; Transfer
. With respect to each Loan sold, Correspondentshall pay E-LOAN the amount set forth on 
Exhibit E
 ("PurchasePrice"), in the manner, and by the time limits set forth in
Exhibit E
. The Purchase Price shall be the principal amount of theLoan, plus such additional compensation as the parties agree. Upon receipt by E-LOAN of theportion of the Purchase Price representing the principal balance ofthe Loan ("Transfer Date"), the Loan, and all rights, benefits, payments,proceeds and obligations arising from or in connection with the Loan, togetherwith any lien or security interest in the vehicle serving as collateral for theLoan, shall vest in Correspondent. Until the Transfer Date, E-LOAN shall own andcontrol the application and all documentation relating to a prospective Loan tobe sold. All Loans sold under this Agreement shall be sold without recourse, ona servicing released -basis. With respect to each Loan as to which E-LOAN hasnot delivered to Correspondent all Required Documents prior to expiration of theConfirmation related to such Loan, Correspondent shall have no obligation topurchase the subject Loan. With respect to each Loan sold under this Agreement,the inclusion of the form of Loan Assignment attached as 
Exhibit F
with the Required Documents relating to such Loan shall evidence the assignmentof the subject Loan. E-LOAN acknowledges and agrees that the appearance of theE-LOAN logo at the bottom of the Loan Assignment form, without a handwrittensignature, is a binding and sufficient signature for E-LOAN on the LoanAssignment form.
**Covenants
.
Compliance with Law
. Each party shall comply with all federal, stateand local laws and regulations applicable to this Agreement and the respectiveparty's obligations hereunder, including without limitation all consumerprotection laws, the federal Equal Credit Opportunity Act, Real EstateSettlement Procedures Act. Truth in Lending Act, Fair Credit Reporting Act andFair Debt Collection Practices Act and each of their respective regulations("Applicable Law"). E-LOAN shall provide prior written notice to Correspondentof any changes to the form documents for Loans, and shall update the forms asnecessary to comply with Applicable Law. Correspondent shall provide priorwritten notice to E-LOAN of any changes to the Purchase Criteria, and shallupdate the Purchase Criteria as necessary to comply with Applicable Law.
**Post-Closing Payments
. All monies received by E-LOAN after thetransfer of title to any Loan shall be promptly turned over toCorrespondent.
**Limited Power of Attorney
. E-LOAN hereby appoints Correspondent, itsagents, employees, successors and assigns, as its attorney in fact, with thefull power of substitution, for the limited purpose of (1) endorsing E-LOAN's name onany checks, drafts, money orders or other forms of paymentpayable to E-LOAN that may come into Correspondent's possession with respect toany Loan purchased by Correspondent under this Agreement, and (2) executingany form or document necessary to effectuate the assignment of a Loan inaccordance with this Agreement, or to create, perfect, assign or release a firstpriority security interest in a vehicle securing a Loan in favor ofCorrespondent.
**Non-Discrimination
. Correspondent's credit underwriting standards andPurchase Criteria comply with, and as such standards and Criteria may be revisedfrom time to time throughout the term of this Agreement shall remain incompliance with, the anti-discrimination and other requirements of ApplicableLaw. E-LOAN's loan origination practices comply with, and as such originationpractices may be revised from time to time throughout the term of this Agreementshall remain in compliance with, the anti-discrimination and other requirementsof Applicable Law.
**Record Retention
. Each party shall, at its own expense, maintaindata, information, records and documents relating to Loans offered for sale. orsold pursuant to this Agreement, in such manner and for such time period as isrequired by Applicable Law. Each party shall cooperate with one another and makesuch Loan records available to regulatory authorities to satisfy state orfederal audit requirements. If a party has reasonable grounds to believe adefault has occurred under this Agreement, that party shall have the right toreview the records of the other party upon reasonable notice, provided that therequesting party shall be entitled to review only those records necessary todetermine existence and extent of the default.
**Performance Reports
. Within fifteen (15) days after the end of eachcalendar month during the Term of this Agreement, Correspondent shall provide toE-LOAN a report showing (i) the number of Loans purchased by Correspondentduring the preceding month; (ii) the principal balance of each Loan purchased byCorrespondent during the preceding month; (iii) the number of Loans purchased byCorrespondent since the Effective Date having delinquencies of 30-59 days, 60-90days, and over 90 days, respectively; (iv) the number of Loans purchased byCorrespondent since the Effective Date that have been charged off; and (v) thenumber of Loans purchased by Correspondent since the Effective Date for whichthe vehicle securing the Loan has been repossessed, showing the date of eachrepossession.
**Mutual Cooperation
. During the term of this Agreement, the partiesagree to cooperate with and assist each other, as reasonably requested, incarrying out the covenants, agreements, duties and responsibilities of oneanother under this Agreement, and shall from time to time, execute, acknowledgeand deliver such additional instruments, assignments, endorsements, anddocuments as may reasonably be required or appropriate to facilitate theperformance of this Agreement. Both parties shall work together with respect tocoordinating the systems requirements for establishing and maintainingelectronic connectivity, and each party shall bear its own expenses with respectthereto.
**No Solicitation
. With respect to each Loan sold to Correspondentunder this Agreement, E-LOAN agrees that for the life of the Loan, E-LOAN willnot directly solicit the respective borrowers to apply for, or offer to suchborrowers, any auto-secured loan product to refinance the Loan.
**Automatic ACH Loan Payment Requirement
. With respect to Loans thatare subject to a Confirmation and that require monthly loan payments to beautomatically deducted and withdrawn from the borrower's savings or checkingaccount and paid to the loan holder or servicer via Automated Clearinghouse(ACH) transfer ("ACH Payment Feature"), E-LOAN shall use reasonable best effortsto (i) identify Loan applicants who are willing to make their monthly loanpayments using the ACH Payment Feature, and (ii) include in the loan approvalcommunication to applicants who are approved for a Loan that requires an ACHPayment Feature a statement that the Loan for which they are approved requiresthat loan payments be automatically deducted from the borrower's savings orchecking account via ACH transfer. In addition, for each Loan sold toCorrespondent hereunder that requires an ACH Payment Feature, E-LOAN shalldeliver to the applicable borrower a form approved by Correspondent, authorizingthe ACH Payment Feature. Except for the foregoing obligations, E-LOAN shall haveno further duties or obligations whatsoever with respect to the completion ofthe ACH Payment Feature authorization form, any borrower's agreement to the ACHPayment Feature, any borrower's continued use of the ACH Payment Feature, or anyother aspect of the implementation or administration of the ACH PaymentFeature.
**Representations and Warranties of the Parties
. As of the dateof this Agreement, and throughout the Term, each party hereby represents andwarrants to the other party that:
Due Organization and Good Standing
. Each party is a corporation, dulyorganized, validly existing, and is qualified and authorized to transactbusiness in, and is in good standing under the laws of, the jurisdiction of itsorganization and each jurisdiction in which it performs or will perform itsobligations under this Agreement, or is otherwise doing business or is otherwiseexempt under applicable Law from such qualification.
**Authority and Capacity
. Each party has the power, authority andcapacity to execute, deliver, and perform its obligations under this Agreement.Each party's execution, delivery and performance of this Agreement have beenduly authorized by all necessary corporate action. This Agreement constitutes avalid and legally binding agreement enforceable in accordance with its terms,subject to bankruptcy laws and other similar laws of general applicationaffecting rights of creditors and subject to the application of the rules ofequity, including those respecting the availability of specificperformance.
**Consent; Litigation
. No consent or approval of any other party or anycourt or governmental authority is required in connection with the execution,delivery, performance, validity or enforceability of this Agreement. There is nopending claim, cause of action, governmental action or litigation that, ifdetermined adversely, would affect the party's ability to perform itsobligations hereunder. This Agreement will not result in a default under anyother agreement to which the party is bound.
**Licenses
. All necessary qualifications and licenses required byapplicable law to conduct business as contemplated by this Agreement in allstates where Loans are purchased and sold hereunder have been obtained, and willbe maintained in good standing.
**Additional Representations and Warranties of E-LOAN
. As ofeach and every date E-LOAN sells and delivers a Loan to Correspondent under thisAgreement, E-LOAN hereby represents and warrants to Correspondent with respectto each such Loan that:
Valid Loans
. Each Loan is bona fide, valid, genuine and legallyenforceable according to its terms and is duly and properly executed by theparties shown as borrowers who were, to the best of E-LOAN's knowledge,competent and had full legal capacity to enter into such Loan at the time theyexecuted the same. To the best of E-LOAN's knowledge, (1) there are noclaims or defenses with respect to any Loan; (2) no Loan, or theobligations of any borrower, guarantor or surety with respect to any Loan, hasbeen obtained by fraud or fraudulent representations; (3) no oral orwritten agreement exists or will exist whereby any of the terms of any Loan hasbeen varied in any way; (4) the information provided to Correspondent inconnection with each Loan is complete, true end correct; and (5) none ofthe borrowers, guarantors or sureties on the Loans are deceased, and none ofsuch persons are the subject of any bankruptcy or other legal proceedings.
**Loans Comply with Law
. The form of each Loan and the transactionscontemplated by the Loan comply with, and have been entered into in compliancewith; all applicable law, and all required disclosures and notices have beengiven in compliance with all applicable law. Any applicable period during whichthe borrower may rescind the Loan has expired, and all Loan proceeds have beenfully disbursed.
**No Default
. All payments required under each Loan have been made upto the date the Loan is sold. There is no default, breach, violation or event ofacceleration existing under the terms of each Loan nor has any event occurredwhich, upon the giving of notice or the lapse of time, or both, would constitutea default, breach, violation or event of acceleration under the Loan.
**Title and Insurance
. For each Loan sold to Correspondent, thecertificate of title to each vehicle securing a loan shall list E-LOAN,Correspondent or its designated nominee (as the parties shall mutually agree) asthe first and only lienholder on the certificate of title application orregistration and on the required physical damage insurance policies and losspayable clauses relating to the vehicle securing the Loan.
**Origination of Loans
. Except as disclosed in writing to Correspondentand accepted by Correspondent prior to the Closing Date, each Loan has beenoriginated in accordance with the Purchase Criteria and the terms and conditionsof the applicable Confirmation.
**Status of Loan
. The information that appears on E-LOAN's accountingand all other pertinent records pertaining to any Loan accurately reflect thetrue status of each Loan.
**Ownership of Loans
. Except with respect to the liens of E-LOAN'swarehouse lenders, (a) E-LOAN is the sole owner of each Loan and has good andmarketable title thereto, and has the right to assign, sell and transfer theLoan to Correspondent free and clear of any encumbrance, lien, pledge, charge,claim or security interest, and (b) Seller has not sold, assigned or otherwisetransferred any right or interest in or to the Loan and has not pledged the Loanas collateral for any debt or other purpose.
**Sale Treatment
. The sale of each Loan shall be reflected on E-LOAN'sbalance sheet and other financial statements as a sale of assets by E-LOAN, andE-LOAN shall not take any action or omit to take any action which would causethe transfer of the Loans to Correspondent to be treated as anything other thana sale to Correspondent of all of E-LOAN's right, title and interest in and toeach Loan.
**Insurance
. Each vehicle securing a Loan is insured against loss undera policy issued by an insurer reasonably acceptable to Correspondent andqualified to do business in the state where the vehicle is located, in a formsuch that it may be endorsed to Correspondent as loss payee. To the best of E-LOAN'sknowledge, there are no facts or circumstances that could provide a basisfor revocation of, or a defense 10 ally claims made under, any insurance policycovering a vehicle.
**Indemnification & Remedies
.
Indemnification
. Each party (in such capacity, referred to as"Indemnitor") shall indemnify and hold the other party and its respectiveshareholders, directors, officers, employees, representatives, agents, servants,successors, and assigns (collectively "Indemnitee") harmless from and shallreimburse Indemnitee for any losses, damages, deficiencies, claims, causes ofaction or expenses of any nature (including reasonable attorneys' fees andexpenses) incurred by Indemnitee arising out of or resulting from any breach ofany warranty, representation covenant or obligation of Indemnitor under thisAgreement.
**Indemnification Procedures
. After either party obtains knowledge ofany claim, action, suit or proceeding (collectively a "Claim") for which itbelieves is entitled to indemnification under this Agreement, it shall promptlynotify the other party of such Claim in writing within ten (10) days after suchknowledge. Each party shall cooperate with the other in every reasonable manner(at the Indemnitor's sole expense) to facilitate the defense of any Claimsubject to indemnification hereunder. Indemnitee's failure to promptly notifyIndemnitor of a Claim shall not relieve the Indemnitor from any liability underthis Section to the extent that Indemnitor is not materially adversely affectedby such delay. With respect to each such notice, the Indemnitor shall, at theIndemnitee's option, immediately take all action necessary to minimize any riskor loss to the Indemnitee, including retaining counsel satisfactory to theIndemnitee and take such other actions as are necessary to defend the Indemniteeor to discharge the indemnity obligations under this Section. If the Indemnitordoes not timely and adequately conduct such defense, the Indemnitee may, at itsoption and at Indemnitor's expense, conduct such defense, contest, litigate orsettle the Claim using counsel of its own choice without prejudice to its rightof indemnification under this Section. The Indemnitor shall pay on demand anyliability incurred by the Indemnitee under this Section. The Indemnitor shallnot settle any claim in which the Indemnitee is named without the prior writtenconsent of the Indemnitee, which consent shall not be unreasonably withheld. TheIndemnitee shall have the right to be represented by counsel at its own expensein any such contest, defense, litigation or settlement conducted by theIndemnitor.
**Repurchase
. The purchase and sale of Loans under this Agreement shallbe without recourse to E-LOAN, except for the representations, warranties,covenants and agreements set forth in this Agreement. Notwithstanding theforegoing, in the event there is a material breach by E-LOAN of any covenant,representation, warranty or agreement under this Agreement which remains uncuredfor ninety (90) days and involves, relates to, or affects any Loan sold toCorrespondent under this Agreement, E-LOAN shall repurchase the affected Loanfrom Correspondent for the outstanding balance of principal and accrued butunpaid interest on such Loan. Upon discovery of a suspected breach,Correspondent shall provide E-LOAN with written notice specifying the breach. Inthe event of such repurchase, Correspondent shall assign the affected Loan to E-LOAN withoutrecourse and without representation or warranties, expressed orimplied.
**Survival of Remedies
. This Section shall survive termination of theAgreement.
**Term and Termination
.
Term
. Unless this Agreement is terminated earlier as provided below,this Agreement shall have an initial term of one (1) year commencing on theEffective Date, and shall automatically renew for successive one (1) year termperiods. The initial term, together with any renewal terms, shall be referred toherein as the "Term."
**Termination
. Notwithstanding the foregoing, this Agreement may beterminated as follows:
without cause by either party after expiration of the Initial Term, upon notless than thirty (30) days prior written notice to the other party; or
by either party immediately upon written notice to the other party (a) ifthe other party breaches any warranty, representation, covenant or obligationunder this Agreement and fails to cure such breach within thirty (30) calendardays of receiving written notice of the breach from the non-breaching party; (b)if a party has reasonable cause to believe that the other party will not be ableto perform its obligations under this Agreement; (c) if there occurs a change of(25%) or more of the ownership of the other party; (d) if a material adversechange occurs in the financial condition of the other party; or (e) if the otherparty is subject to a dissolution, receivership, liquidation, insolvency,conservatorship, consolidation, reorganization, sale of substantially all of itsassets, cessation of business, voluntary or involuntary bankruptcy.

**Effect of Termination; Survival
. The termination of this Agreementshall not affect the rights and obligations of the parties with respect to Loansfor which Confirmations have previously been issued ("Pipeline Loans"), ortransactions and occurrences that take place prior to the effective date oftermination, and Correspondent shall purchase Pipeline Loans as provided inSection 1.3 if all conditions set forth in the Confirmation are met, except asotherwise provided by Applicable Law.
**Customer Privacy and Confidentiality of Information
.
Confidential Information; Privacy Requirements
. Each party and theirrespective affiliates, directors, officers, employees, authorizedrepresentatives, agents and advisors (including without limitation, attorneys,accountants, consultants, bankers and financial advisors) shall keepconfidential all information concerning the other party's proprietary businessprocedures, products, services, operations, marketing materials, fees, policiesor plans and all Nonpublic Personal Information of the other party that isreceived or obtained during the negotiation or performance of the Agreement,whether such information is oral or written, and whether or not labeled asconfidential by such party (collectively "Confidential Information"). "NonpublicPersonal Information" shall include all personally identifiable financialinformation and any list, description or other grouping of consumers, andpublicly available information pertaining to them, that is derived using anypersonally identifiable financial information that is not publicly available,and shall further include all "nonpublic personal information" as defined byfederal regulations implementing the Gramm-Leach-Bliley Act, as amended fromtime to time. "Personally identifiable financial. information" means anyinformation a consumer provides to a party in order to obtain a financialproduct or service, any information a party otherwise obtains about a consumerin connection with providing a financial product or service to that consumer,and any information about a consumer resulting from any transaction involving afinancial product or Service between a party and a consumer. Personallyidentifiable information may include, without limitation, a consumer's first andlast name, physical address, zip code, email address, phone number, socialsecurity number, birth date, and any other information that itself identifies orwhen tied to the above information, may identify a consumer. Each party shalltake reasonable steps, at least substantially equivalent to the steps it takesto protect its own proprietary information, during the term of this Agreementand for a period of three years following termination of this Agreement, toprevent the use, duplications or disclosure of Confidential Information, otherthan, by or to its employees or agents who are directly involved in negotiatingor performing this Agreement and who are apprised of their obligations underthis Section and directed by the receiving party to treat such informationconfidentially, or except as required by law or by a supervising regulatoryagency of a receiving party (with information as to the amount of, and manner ofcalculating the Purchase Price redacted where permitted). Neither party shalldisclose, share, rent, sell or transfer to any third party any ConfidentialInformation.
**Privacy Notice and Privacy Policy
. Each party's Privacy Notices andPrivacy Policies are consistent with the Federal Trade Commission's procedures,rules and regulations, as applicable and as amended from time to time, andcomply with acceptable trade practices.
**Remedies
. Upon the request of the disclosing party, the other partyshall promptly return all Confidential Information received in connection withthe transaction, and shall promptly destroy such materials containing suchinformation (and any copies, extracts, and summaries thereof) and shall furtherprovide the other party with written confirmation of such return or destructionupon request. In the event a party discovers that Confidential Information hasbeen used in an unauthorized manner or disclosed in violation of this Section,the party discovering the unauthorized use or disclosure shall immediatelynotify the other party of such event, and the disclosing party shall indemnifyand hold the other party harmless from all claims, damage, liability, costs andexpenses (including court costs and reasonable attorneys' fees) arising orresulting from the unauthorized use or disclosure. In addition, the non-disclosing party shall be entitled to all other remedies available at law orequity, including injunctive relief.
**Miscellaneous
.
8
.1 Public Announcement. The timing and content of anyadvertisements, announcements, press releases or other promotional activityrelating to this Agreement, and the use of each other's name or trademarks shallbe subject to the prior approval of both parties.
**Assignment
. Neither party may assign this Agreement without the priorwritten consent of the other party.
**No Agency Relationship
. The relationship between E-LOAN andCorrespondent shall not be construed as a joint venture, partnership orprincipal-agent relationship, and under no circumstances shall any of theemployees of one party be deemed to be employees of the other party for anypurpose. This Agreement shall not be construed as authority for either party toact for the other in any agency or any other capacity, except as expressly setforth in this Agreement.
**Third Party Beneficiaries
. This Agreement is not intended and shallnot be construed to create any rights or benefits upon any person not a party tothis Agreement.
**Costs and Expenses
. Unless specifically provided for elsewhere inthis Agreement, each party will bear its own costs and expenses, including legalfees, accounting fees and taxes incurred in connection with the negotiation andperformance of this Agreement.
**Notices
. All notices and other communications required or permittedto be given under this Agreement shall be in writing and shall be deemed given(i) three business days after being deposited in the U.S. mail, first class,postage prepaid, (ii) upon transmission, if sent by facsimile transmission, or(iii) upon delivery, if served personally or sent by any generally recognizedovernight delivery service, to the following addresses:
- If to E-LOAN, to:
E-LOAN, Inc.**************************************************************************************