[EXECUTION]

                          STRATEGIC ALLIANCE AGREEMENT


     THIS STRATEGIC ALLIANCE AGREEMENT ("Agreement") dated August 23, 1999 is by
and between Bank of America,  N.A.,  a national  banking  association,  with its
principal  place of business in  Charlotte,  North  Carolina  ("Bank"),  Banc of
America Auto Finance Corp., a Delaware corporation, a wholly-owned subsidiary of
the Bank,  with its  principal  place of  business in Las Vegas,  Nevada  ("Bank
Subsidiary"), Electronic Vehicle Remarketing, Inc., a Delaware corporation, with
its principal place of business at Melville, New York ("EVRI") and E-Loan, Inc.,
a  Delaware  corporation,  with its  principal  place  of  business  at  Dublin,
California ("Buyer").

     A. Buyer is a financial  services  institution that,  pursuant to a certain
Stock  Purchase  Agreement  between  Servicer  and Buyer,  purchased  all of the
outstanding common stock of EVRI.

     B. It is a condition of the Agreement and Plan of Reorganization  that Bank
Subsidiary,  Bank,  EVRI and Buyer enter into this  Agreement  pursuant to which
EVRI will for a fee provide to Bank the names of applicants  for auto loans that
meet  Bank's  underwriting  criteria  and  perform a range of other  services in
connection with the origination of such auto loans, all as more particularly set
forth below.

     C. This Agreement shall, on the Closing Date,  supersede and replace in its
entirety the Origination Agreement between Bank and EVRI dated June 30, 1999.

     NOW,  THEREFORE,  in  consideration  of the promises and mutual  agreements
contained herein and for other good and valuable consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                    ARTICLE I
                                   EVRI DUTIES

     SECTION 1.01.  Program.  EVRI and Bank shall  establish a referral  program
(the  "Program")  pursuant to which EVRI shall refer to Bank customers who visit
the EVRI Site and complete an application for a Bank Loan.

     SECTION 1.02. Posting. EVRI shall transmit to Bank on a timely basis a file
containing the name of each consumer  described in Section 1.01 above. Each such
consumer shall be referred to herein as an "Applicant." The file shall initially
be in substantially  the same medium and format as used prior to the date hereof
and Bank may change such format and medium on reasonable advance notice to EVRI.

     SECTION   1.03.   Maintenance.   EVRI   shall   maintain   the  EVRI  Site,
CARFINANCE.COM,  in a manner  that will enable  consumers  to complete an online
application  in a form  acceptable  to and  approved  by Bank for a loan for the
purchase of a Vehicle or the refinance of a Vehicle Loan,  Insurance Product, or
such other related  products as EVRI may make available on behalf of the Bank on
the EVRI Site (referred to as the "Loan  Products").  Bank acknowledges that the
application  form  currently in use is  acceptable  and Bank shall  provide EVRI
timely notice of any changes to such form.

     SECTION 1.04. New Car Finance Products.

     (a) EVRI shall work with the Bank to support new Bank car finance  products
and, in addition, will allow Bank the opportunity to participate in new products
and new programs that EVRI may develop and make available to third parties. Such
participation shall be on at least as favorable terms as EVRI makes available to
such third parties.

     (b)  EVRI,  E-Loan,  Inc.  and the  Bank  will  each  designate  a  product
representative (the "Product  Representative") for purposes of communicating and
developing new auto loan products to be offered by E-Loan,  EVRI or the Bank, as
the case may be,  through the EVRI Site,  or offering  auto loan  products to be
offered by E-Loan,  EVRI or the Bank at such other  consumer  finance sites that
the parties may mutually  consider  establishing and making subject to the terms
of this Agreement.  The Product Representatives or their designees shall meet at
least quarterly to discuss possible joint product  development and other matters
of mutual  concern  related  to the  successful  implementation  of the  Program
contemplated  by this  Agreement.  The Product  Representatives  will,  at their
initial meeting, discuss the development of a process that will enable Bank loan
applicants  to view  information  regarding  their Bank auto loans by visiting a
secure portion of the EVRI Site. Such process shall be developed consistent with
the security and privacy standards of all parties.

     (c) The parties agree that,  with respect to the origination of auto loans,
and related car finance  products,  the terms and conditions,  including pricing
and web site  presentation  features,  shall be on a basis which  represents the
most favorable  terms  available from EVRI,  E-Loan or the Bank for such similar
direct auto loan  products  made  available by the Bank.  If a party shall enter
into an agreement with a third party  regarding such products on terms which are
more favorable  than those  available to the parties  hereto,  the parties shall
amend the  agreement  or  related  agreement  to provide  such party  hereto the
benefit of the more favorable provisions.

     SECTION 1.05. Loan Approval.

     (a) EVRI shall pass all  applications  for Bank  Loans  through  the Bank's
proprietary  scorecard and shall underwrite  applications in accordance with the
Bank loan standards, as initially set forth on Exhibit A (the "Loan Standards").
Bank may change the Loan Standards on thirty (30) days written  notice,  and, to
the extent an application and Loan Application Package is received following the
effective  date of the  change,  it shall be subject to the new Loan  Standards.
EVRI shall perform requisite credit analysis and underwriting services on behalf
of the Bank in connection with each  application in accordance with the existing
operation  procedures  and  underwriting  procedures  in place at EVRI  prior to
EVRI's  purchase  by Buyer,  as more  particularly  set forth on  Exhibit B (the
"Operations Procedures").  Bank may change the Operations Procedures at any time
on thirty (30) days prior written notice to EVRI.  EVRI's  obligation to perform
the Services may be performed by any employee,  representative or agent of EVRI,
as EVRI shall designate;  provided,  that the selection of any  subcontractor is
subject to the prior written consent of Bank.

     (b) Bank  represents  that the Loan  Standards  in place  from time to time
during the Term are not more restrictive  than the standards  applicable to auto
loans  originated  through  the  Bank's  auto  dealer or  correspondent  lending
channel.

     (c) EVRI  shall  prepare  a Loan  Application  Package  and  cause it to be
reviewed  by  EVRI's  loan  underwriting  team  on  behalf  of  Bank.  The  Loan
Application  Package shall be in such form as Bank shall  prescribe from time to
time.  EVRI shall retain records  according to its standard  records  management
schedule and in accordance with regulatory guidelines.

     (d) EVRI shall also be responsible  for fraud detection as required by Bank
and, in that regard,  shall follow the  procedures  set forth on Exhibit B. EVRI
shall consider taking  reasonable  steps to research  additional fraud detection
measures  and  will  work  with  Bank to  implement  improvements  to the  fraud
detection process.

     SECTION 1.06. Denial of Loan. If an application for a Loan is denied,  EVRI
will advise Bank and Bank shall send an adverse  action  letter to the  rejected
applicant in accordance with applicable law. EVRI  acknowledges  and agrees that
Bank may use its automated  letter  writing  system to send such adverse  action
letters  and EVRI  agrees to  cooperate  in the manner in which it submits  such
denials to enable use of such automated system.

     SECTION 1.07.  Documenting  Loans. EVRI shall cause all Loans to be written
on such  forms and  documents  as are  approved  in writing by Bank from time to
time. Bank  specifically  acknowledges  and agrees that the forms  identified on
Exhibit C to this Agreement are acceptable until such time as Bank notifies EVRI
in writing at least  thirty  (30) days in advance  that a form or document is no
longer acceptable (the "Approved Forms"). EVRI shall complete the Approved Forms
properly  and  accurately  and in  accordance  with  applicable  law and  Bank's
Operations  Procedures.  Bank  shall be solely  responsible  for the  servicing,
administration, and collection for all such Loans.

     EVRI shall cause Bank's security interest in the Vehicle to be perfected as
a first lien and,  where  required by law, to be notated on the  certificate  of
title related to the financed  Vehicle.  EVRI shall advise  Applicants that they
are  required to bring proof of  insurance  on the Vehicle at closing in amounts
and  coverage as required  in the Loan  Standards,  naming Bank as loss payee or
additional  insured.  EVRI shall  present Bank with  evidence (in the form of an
insurance card,  binder or a fax from the insurance  company) that the Applicant
has insurance  coverage as a condition of booking a Loan. Bank shall track title
and  insurance.  If a certificate  of title showing Bank as the secured party or
required  insurance  showing  Bank as loss  payee or  additional  insured is not
received within one hundred twenty (120) days following the closing of the Loan,
Bank will notify EVRI in writing of such  situation and EVRI shall promptly take
all steps  necessary and as  appropriate  to obtain an insurance  policy showing
Bank as loss payee or  certificate  of title bearing  Bank's name as the secured
party,  in no event  later than  ninety  (90) days  following  receipt of Bank's
written request.

     In  performing  Services  under this  Section  1.07,  EVRI shall follow the
Bank's Operations  Procedures set forth in the Approval Package  Preparation and
Shipping section more particularly set forth on Exhibit B hereto.

     SECTION 1.08.  Funding of Loans. EVRI shall, to the extent it requires item
processing,  ACH, wire and other deposit related services for Bank loans,  enter
into an arrangement  with Bank's Cash  Management area and pay for any customary
costs thereof.  EVRI shall prepare on Bank's behalf certain  documentary  drafts
and checks  that will be sent to  approved  Applicants,  together  with the Loan
Approval  Package.  In preparing such package,  including the draft,  EVRI shall
follow the Bank's  Operations  Procedures more particularly set forth on Exhibit
B. To the extent EVRI processes  drafts or makes  disbursements in a manner that
is either  negligent or not consistent  with the procedures set forth on Exhibit
B, it shall be  responsible to reimburse the Bank for any damages it incurs as a
result of such error. Bank shall notify EVRI of any funding discrepancies within
a reasonable time following discovery by Bank. Such notice or lack thereof shall
not be deemed to waive any of EVRI's obligations under this Section 1.08.

     SECTION 1.09.  Document  Tracking.  EVRI shall be responsible for reviewing
all Loan Documents,  as more  particularly set forth on Exhibit B. To accomplish
this, EVRI shall provide  sufficient  instructions to customers so that the Loan
Documents  will be sent to EVRI on a timely  basis.  EVRI shall  review the Loan
Documents to ensure they have all been received and properly  completed with all
required  information  and satisfy all of Bank's Loan  Standards and  Operations
Procedures,  as well as the provisions of this Agreement.  If any Loan Documents
are missing or are not in proper form, EVRI shall contact the customer to remedy
the  discrepancy and obtain  conforming  Loan Documents.  EVRI shall prepare and
maintain the document file in accordance with Bank's  Operations  Procedures and
documentation standards.

     SECTION 1.10.  Pre-booking  Procedure.  EVRI  understands that it will only
initiate disbursement of funds or approve drafts on Bank's behalf after EVRI has
obtained all necessary  documents set forth above and assure that the Loan is in
full compliance with Bank Loan Standards and Operations  Procedures.  Bank shall
notify EVRI of any funding  discrepancies  within a  reasonable  time  following
discovery by Bank.  Such notice or lack thereof shall not be deemed to waive any
of EVRI's obligations under this Section 1.10.

     SECTION 1.11.  Booking of Loans. Bank will be responsible for booking Loans
to its  servicing  system.  EVRI shall,  however,  in  connection  with booking,
perform all of the  functions  set forth in Sections  1.08,  1.09 and 1.10 above
and, in addition, shall submit on a daily basis completed Loan Document Packages
to the Bank. EVRI will send such documents to the Bank, along with a transmittal
form (in Bank's  standard  format)  listing all Loans and  including all account
detail corresponding to such Loan Documents.  Loan Documents will be sent to the
Bank  within  ten (10) days of the  effective  date of the Loan so that Bank may
book the Loan in time for the customer to be billed for his first payment.

     SECTION 1.12.  Draft  Processing.  EVRI shall process the drafts  presented
from each  Dealer  through  the  Bank's  Item  Processing  Department.  Prior to
funding,  EVRI shall review a  Presentment  Detail  Report,  which shows all the
Dealer drafts presented to the Bank for payment on any given day. This report is
compared with the Dealer Documents  actually received by EVRI and EVRI shall use
the report to verify  customer draft and vehicle  information.  If these are all
acceptable and  reconciled,  EVRI shall,  after it verifies  draft  information,
vehicle  information,  Loan  contract  information,  together with any Insurance
Products,  notify Bank's Cash Management area that the draft may be honored.  If
EVRI cannot verify the draft and required Dealer  Documents,  it will follow the
return  draft  procedures  set  forth in  Section  1.13  below.  If the draft is
approved,  EVRI will start the discounting  process and send  information to the
Bank's Cash  Management area sufficient to generate a wire transfer in an amount
that will cover the amount of drafts presented that day.

     SECTION  1.13.  Draft  Return.  If EVRI  cannot  process a draft  presented
through  the  Bank's  Item  Processing  Department,  it shall  follow the return
procedures set forth on Exhibit B and attempt to remedy the  discrepancy so that
the transaction may be funded. EVRI will be responsible for processing all draft
returns  on a timely  basis.  EVRI  shall  have no  liability  to Bank for draft
processing  losses,  to the extent such loss was caused by the Bank's failure to
follow and apply its normal draft honoring routines.

     SECTION 1.14.  Accounting.  EVRI shall keep detailed  records of all drafts
and checks  issued and  outstanding  and  provide  the Bank with a daily  record
regarding funds disbursed and checks issued.  EVRI shall reconcile its ledger to
the disbursement  account records each day no later than 2:00 p.m. Eastern Time.
In preparing such records,  EVRI shall,  to the extent  practicable,  follow the
Bank's  accounting  procedures  for  keeping  disbursement  account  records and
accounting for those funds. Standard accounting formats are set forth as Exhibit
D.

     SECTION 1.15.  Check  Processing.  For certain loan programs,  EVRI will be
required by Bank  Operation  Procedures and Loan Standards to fund loans through
the use of a check rather than a documentary  draft.  In those cases,  EVRI will
obtain  all  necessary  information  and Loan  Documents  in  order to  properly
evidence the customer's loan obligation and the Bank's security  interest in the
vehicle (as set forth in the Operations Procedures and Loan Standards). Once all
necessary documents and information are obtained, EVRI shall properly distribute
all loan funds to customers,  pay off other lenders,  pay taxes or other titling
fees, as required by and in conformance with the Operating Procedures.

     SECTION 1.16. Limited Obligations of EVRI. EVRI shall have no obligation to
service or otherwise  act in any manner with respect to any Loan after such Loan
has been  booked  to  Bank's  billing  and  accounting  system.  In the event of
nonpayment  by the obligor  under a Loan,  EVRI shall have no liability  for the
payment thereof,  but shall retain liability to Lender for breach of warranty as
set forth in this Agreement.

     SECTION 1.17.  Expenses.  Except as otherwise  provided in this  Agreement,
EVRI shall be liable for any and all expenses  incurred by it in connection with
the performance of the Services hereunder.  Such expenses shall include, without
limitation,  document preparation and completion, Internet services and customer
service and communications,  marketing, underwriting, data entry, accounting and
similar expenses,  and any EVRI Reserve or rate  participation paid to any other
party in connection with the origination of any Loan.

     SECTION 1.18. EVRI Compensation.

     (a) As compensation  for its performance of the Services on behalf of Bank,
EVRI will  receive a fee  ("Origination  Fee") for each Loan booked by Bank as a
result of EVRI's  Services  hereunder.  Said  Origination Fee shall be an amount
equal to the  excess of the Loan Rate over the Buy Rate and shall be  calculated
as shown on Exhibit E and shall be  divided  into a portion  for the  account of
EVRI, subject to the Bank's right of offset set forth on Exhibit E and a portion
for the Bank, which Bank may use as it deems fit in its sole discretion. For the
purposes  of this  Section,  the "Buy  Rate" for any Loan shall be fixed for the
life of the Loan [*], as determined from time to time in accordance with Section
1.19, and in effect at the time the Loan is booked less the Applicable  Subsidy,
as adjusted,  if necessary,  for EVRI's failure (i) to obtain  lending  licenses
where required, or (ii) to meet the Multi-Lender Requirement as shown on Exhibit
E. EVRI's  portion of the  Origination  Fee for any Loan will be calculated  and
paid to EVRI by Bank by the  fifteenth  (15th)  day of the month  following  the
month in which such Loan is booked; subject, however, to Bank's right to net out
chargebacks  which have not been cured,  as set forth in Section  1.18(d) below.
EVRI shall be required to reimburse Bank for EVRI's  portion of any  Origination
Fee in the event that the Loan either  prepays or is in default during the first
three (3) months following the closing of the Loan.

     (b) The  Origination Fee shall be shared between the Bank and EVRI as shown
on Exhibit E.

     (c) The  Applicable  Subsidy  shall  be  shown on  Exhibit  E and  shall be
adjusted,  if  necessary,  in the event  EVRI  fails to obtain  necessary  state
lending  licenses  or  fails  to meet the  Multi-Lender  Agreement,  all as more
particularly set forth on Exhibit E.

     (d) EVRI acknowledges and agrees that Bank may, at its option,  net out the
amount of any Loss, as defined in Article VIII,  from any  Origination  Fee that
Bank may owe to EVRI.

     SECTION 1.19. Auto Loan Pricing.  The Buy Rates transmitted to EVRI by Bank
from time to time shall be [*]. Such Buy Rates will be  determined  based on the
following factors:

     (a) Criteria  [*] will be based on  characteristics  of the Bank's  overall
banking  relationships  with  the  dealer,  and  will be  exclusive  of  pricing
characteristics described in item (c) below.

     (b) Bank will make available at the time of each  announced  pricing change
by Bank and EVRI may elect to use [*] for one of the following options: [*].

     If the State Buy Rate is selected, EVRI will use applicable State Buy Rates
as  determined  by the  address of the  borrower.  If the  National  Buy Rate or
Weighted  Average  State Buy Rate is used,  there will be one rate in effect for
the entire country.  EVRI shall make its election promptly after the rate change
announcement by notifying Bank, in writing, which options it has selected.

     (c) The  structure of the Buy Rate Pricing  Sheet will be in  substantially
the form of Exhibit E and will be based on the Bank's current pricing  practices
and may utilize credit, loan loss, long-term prepayment characteristics and such
other characteristics as the Bank, in its reasonable  discretion,  determines to
be relevant.  Bank may change these  characteristics in its sole discretion from
time to time.  Bank and EVRI  agree to adapt the  structure  of EVRI's  Buy Rate
Pricing Sheet to the business  practices and business mix of EVRI so long as the
distribution of EVRI's loan volume maintains the integrity of the Bank's current
pricing  practices.   EVRI  understands  that  the  Dealer  pricing  constitutes
confidential  information  and the names of the  Dealer or  proprietary  pricing
algorithms  will not be  released  to EVRI  and  constitute  Bank's  proprietary
information.

     SECTION 1.20. Transition from Origination  Agreement.  This Agreement shall
take effect on the Closing Date and the terms and provisions  hereof shall apply
to Loans that are booked and funded by the Bank on and after the  Closing  Date.
Such  provisions  shall  include  the  Pricing  Schedule  set forth on Exhibit E
hereto.

     Loans that are booked  and  funded by the Bank prior to the  Closing  Date,
shall be subject to the terms of the Origination Agreement.

                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF EVRI

     SECTION 2.01.  Existence.  EVRI is a corporation  duly  organized,  validly
existing and in good standing  under the laws of the State of Delaware,  has all
requisite  corporate  power to own its assets and carry on its  business  and is
duly  qualified,  licensed and in good standing as a foreign  corporation  to do
business in all jurisdictions  wherein its ownership of property,  the nature of
its business and the performance of this Agreement require such qualification or
licensing.

     SECTION 2.02.  Authority.  EVRI has the legal power, is duly authorized and
has the right to  execute,  deliver and perform  this  Agreement  and all of its
obligations hereunder.

     SECTION  2.03.  Enforceable  Obligation.  This  Agreement has been duly and
validly  executed  and  delivered  by EVRI and  constitutes  a valid and legally
binding agreement of EVRI enforceable in accordance with its terms.

     SECTION  2.04.  Compliance  with Laws.  EVRI  shall  perform  the  Services
hereunder in a manner consistent with good business  practices and in conformity
with all applicable  federal and state laws, rules and  regulations,  including,
but not limited to, the Truth in Lending Act, the Fair Credit  Reporting Act and
the Equal Credit Opportunity Act.

     SECTION 2.05. Licensing.  EVRI represents and warrants it has, or is exempt
from, any licensing requirements necessary to perform its functions set forth in
this Agreement.

     SECTION  2.06.   Warranties  Relating  to  the  Loans.  EVRI  warrants  and
represents to Bank with respect to each Loan that, except as otherwise  provided
herein:

     (a) EVRI has  performed all Document  Preparation  Services and closing and
funding services in accordance with the Loan Standards and Operations Procedures
and with applicable law;

     (b) each Loan meets Bank's criteria set forth in the Loan Standards and any
additional terms and conditions specified by Bank for that particular Loan;

     (c) the Loan documents evidencing the Loan are accurate,  truthful,  valid,
genuine  and binding  and are  enforceable  in  accordance  with its terms.  The
obligor on the Loan has legal  capacity  to  contract  for the  purchase  of the
Vehicle that will serve as collateral for the Loan; it is acknowledged, however,
that EVRI shall be deemed in compliance  with this Section  2.05(c)  warranty to
the extent it has complied with fraud detection processing  procedures specified
in Exhibits A and B as may be modified from time to time.

     (d) to the best of EVRI's  knowledge,  all  signatures on all documents are
genuine.  EVRI shall be deemed to have  exercised due care and  compliance  with
this  subsection  2.05(d) if it uses fraud  detection and prevention  procedures
that are at least as stringent as those set forth on Exhibit B;

     (e) all  amounts  stated  in the Loan and  related  documents  are true and
correct and the description of the Vehicle will be true and correct, to the best
of EVRI's knowledge;

     (f) EVRI has obtained  from the obligor on the Loan the grant of a security
interest  in the  Vehicle  purchased  with the  proceeds  of the Loan.  EVRI has
obtained or will have caused an application  for title and  registration  of the
Vehicle to be submitted to the appropriate  government  agency no later than ten
(10) days  after the  closing of the Loan and has taken all  necessary  steps to
ensure that the Bank will have a security  interest in the Vehicle  prior to all
other security interests, liens or encumbrances;

     (g) EVRI does not know or have any reason to know of any claims, setoffs or
defenses  which can be or are being  asserted  against Bank, the dealer who sold
the Vehicle or EVRI which  would  render the Loan  unenforceable  in whole or in
part;

     (h) EVRI does not know or have any  reason to know that any  portion of the
purchase price was rebated to the obligor;

     (i) if there  has been a  trade-in,  to the best of  EVRI's  knowledge  and
belief, after making reasonable inquiry, any and all loans and outstanding liens
on the trade-in have been  satisfied in full prior to or  simultaneous  with the
closing; and

     (j) all required insurance on the Vehicle being purchased with the proceeds
of the Loan has been  obtained  for the  benefit of Bank or its  assigns as loss
payee or additional  insured and EVRI has received  evidence that such insurance
is in effect.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BANK

     SECTION  3.01.  Existence.  Bank is a  national  banking  association  duly
organized,  validly existing and in good standing,  under the laws of the United
States of America, has all requisite corporate power to own its assets and carry
on its business and is duly  qualified,  licensed,  or is exempt from  licensing
requirements, and in good standing as a foreign corporation to do business.

     SECTION 3.02.  Authority.  Bank has the legal power, is duly authorized and
has the right to  execute,  deliver and perform  this  Agreement  and all of its
obligations hereunder.

     SECTION  3.03.  Enforceable  Obligation.  This  Agreement has been duly and
validly  executed  and  delivered  by Bank and  constitutes  a valid and legally
binding agreement of Bank enforceable in accordance with its terms.

     SECTION 3.04.  Compliance with Laws. Bank shall perform the functions it is
required  to  perform  hereunder  in  compliance  with all  applicable  laws and
regulations.

     SECTION 3.05.  Licenses.  Bank represents and warrants it has, or is exempt
from, any licensing requirements necessary to perform the functions set forth in
this Agreement.

                                   ARTICLE IV
                                EVRI'S AUTHORITY

     In the  performance of its duties  hereunder,  EVRI shall be an independent
contractor and shall have no authority, express or implied, to act in any manner
or by any means for or on behalf of Bank in any  capacity  other than that of an
independent  contractor as herein expressly  authorized or set forth. EVRI shall
designate  certain  representatives  who  will be  appointed  as  employees  and
officers of Bank for the sole purpose of performing certain specified activities
hereunder that may only be undertaken by Bank  officers.  EVRI  understands  and
acknowledges   that   this   appointment    notwithstanding    such   designated
representatives shall, for all compensation, employment and benefit purposes, be
deemed  employees  of EVRI and shall be  entitled  to no  compensation  or other
benefits whatsoever from the Bank.

                                    ARTICLE V
                                     RECORDS

     SECTION 5.01.  Bank's Right to Inspect.  EVRI shall maintain accurate books
and records with respect to each Loan  originated  by Bank as a result of EVRI's
Services hereunder.  EVRI shall permit the examination by Bank,  including,  but
not limited to, Bank's internal  auditors and any  governmental  agencies having
jurisdiction  over  Bank,  during  normal  business  hours  and  upon  at  least
seventy-two   (72)  hours  prior  written  notice,   of  all  books,   accounts,
correspondence  and records of EVRI relating to any Loan or the related Vehicle.
Bank shall be permitted at its own expense to make  photostatic  or other copies
of such of these records as it may desire.

     All records  maintained by EVRI relating to any Bank  Application and Loans
shall be and remain at all times the property of Bank and EVRI shall not acquire
any vested or property rights with respect to the Loan Records.

     SECTION 5.02. EVRI's Right to Inspect. Bank shall permit the examination by
EVRI,  including,   but  not  limited  to,  EVRI's  internal  auditors  and  any
governmental  agencies  having  jurisdiction  over EVRI,  during normal business
hours and upon at least  seventy-two  (72) hours prior  written  notice,  of all
books, account,  correspondence and records of Bank relating to Origination Fees
paid or payable to EVRI hereunder.

     SECTION  5.03.  Audit;  Arbitration  of  Invoice  Disputes.  Each party may
schedule an audit or review with the other  party for  purposes of holding  such
party  accountable  with respect to compliance  under this Agreement,  including
whether the invoices as presented and the charges paid are accurate, correct and
valid and are in accordance with the provisions of this Agreement. If Bank has a
question  regarding  an invoice,  which  cannot be  resolved  to its  reasonable
satisfaction,  Bank shall notify EVRI of its dispute.  To the extent the parties
are unable to resolve a dispute, despite good faith face-to-face negotiations by
persons  with  decision  making  responsibility,  Bank and EVRI shall submit the
dispute to arbitration in accordance with Article X.

                                   ARTICLE VI
                          JOINT BUSINESS OPPORTUNITIES

     SECTION 6.01. Joint Business Opportunities.

     (a) Mortgage  Lending  Alliance.  For a period of eighteen  months from the
Closing Date (as defined in the  Agreement  and Plan of  Reorganization  between
E-Loan,  Bank of America  Auto Finance  Corp.  and the other  parties  signatory
thereto),  Bank of America  Mortgage  shall  provide  E-Loan on a  correspondent
loan-by-loan basis with mortgage lending programs,  underwriting  guidelines and
pricing  terms [*]  recognizing  E-Loan's  financial  situation as an e-commerce
company.  Subject to the other terms of this Section 6.01,  the Parties agree to
continue to review the relationship  between E-Loan and Bank of America Mortgage
to  determine  mutually  advantageous   adjustments  to  such  mortgage  lending
alliance.

     Following  the last day of such eighteen  month  period,  such programs and
pricing  terms  discussed  above  shall  remain  in place as long as (i)  E-Loan
maintains a positive  performance trend satisfactory to Bank of America Mortgage
with regard to the quality,  volume and financial  condition,  and (ii) the Bank
and/or its Affiliates retain an equity ownership stake in E-Loan, Inc.

     (b)  Additional  Alliance  Opportunities.  The Parties  agree to develop an
offering of appropriate parts of Bank of America's  Affordable  Mortgage program
through  E-Loan and to use best efforts to effectuate  these  initiatives in the
six months following the Closing Date.

     With regard to auto and  mortgage  loan  products  distributed  only to the
Bank's internal  retail  network,  the parties agree that, with the exception of
those  products  created  with  the  intent  to  require  substantial   customer
consultation,  the  Parties  will work  together  to  develop a program  whereby
products that can be reasonably  offered to E-Loan for distribution on a private
label  basis on  terms  and  conditions  that are  reasonable  and  economically
satisfactory to both parties will be so offered.  E-Loan will actively work with
the individuals identified by the task force created pursuant to Section 6.01(c)
below to identify these products and a plan of action.

     The  Parties  agree to use  best  efforts  to  jointly  develop  electronic
offerings through E-Loan with real-time  approval for other Bank of America loan
products beyond auto and mortgage loans (e.g., small business loans, home equity
loans,  unsecured  credit).  The  parties  agree to use their  best  efforts  to
implement these offerings as soon as practicable for both Parties.

     (c) Task  Force.  The  Parties  agree to  create a task  force to meet on a
quarterly  basis to discuss the  strategic  alliance and seek for ways to expand
the  alliance in a mutually  beneficial  way.  The initial  members from Bank of
America are to include:

          (i) Frank Gentry, Executive Vice President, Corporate Strategy;

          (ii) Doug Freeman, President, Consumer Finance Group;

          (iii) Andrew Woodward Jr., President, Mortgage; and

          (iv) James Jones, Group Executive Vice President, Direct Banking
                                      -- or --
               Christopher Callero
               Group Executive Vice President, Integrated E-Commerce

          The initial task force members from E-Loan are to include:

          (i) Chris Larsen, Chief Executive Officer

          (ii) Janina Pawlowski, President

          (iii) Doug Galen, Vice President, Business Development

          (iv) Joseph Kennedy, Senior Vice President

          (v) Steve Majerus, Vice President, Capital Markets

          (vi) Bob Ferber, Senior Vice President, Autos

Notwithstanding  anything to the contrary  above,  with  respect to  initiatives
described in this Section 6.01 as well as further initiatives  considered by the
strategic alliance,  the Parties expressly  acknowledge and agree that (i) to be
implemented,  specific  programs  governed by contracts  not yet written must be
developed, (ii) all such programs must satisfy applicable bank regulations, risk
policies and each Party's reasonable economic and profitability  standards,  and
(iii) with  regard to  Section  6.01(c)  above,  either  party may  subsequently
substitute an appropriate officer for members of the task force.

                                   ARTICLE VII
                                   TERMINATION

     SECTION 7.01.  Initial Term;  Renewal.  The initial term of this  Agreement
shall  commence on the date of this  Agreement  and shall  continue  through the
eighteenth  (18)  month  hereafter;  provided,  however,  that at the end of the
initial term of this Agreement,  or of any renewal term hereof, the term of this
Agreement  shall be  automatically  renewed for an  additional  one year period,
unless  either party shall have  notified the other party of its decision not to
renew this  Agreement  not less than  thirty (30) nor more than ninety (90) days
prior to the end of such initial or renewal term.  The initial and renewal terms
provided  for by this  Section 7.01 are referred to herein as the "Term" and are
subject to earlier termination as provided below.

     SECTION 7.02. Reserved.

     SECTION 7.03.  Termination  for Breach.  In the event of a breach by either
party of any term, provision, representation, warranty or covenant applicable to
such party,  the  non-defaulting  party may, by written notice to the defaulting
party,  specifying in reasonable  detail the nature of such breach and providing
thirty  (30)  business  days  following  receipt  of  notice  in which to cure a
non-monetary  default  and ten (10)  business  days in which to cure a  monetary
default,   terminate  this  Agreement.  If  the  breach  is  not  cured  to  the
non-defaulting   party's   reasonable   satisfaction,    the   Agreement   shall
automatically terminate upon lapse of the applicable cure period.

     SECTION  7.04.  Regulatory  Change.  Bank may,  by written  notice to EVRI,
terminate this  Agreement if, in Bank's  judgment,  any applicable  law, rule or
regulation,  or any judicial or administrative order, decree, ruling, opinion or
interpretation,  requires  that  this  Agreement  or  either  party's  rights or
obligations  under this Agreement be amended,  modified,  waived or suspended in
any respect.  Such termination shall be effective thirty (30) days after receipt
of the notice referred to in the preceding sentence.

     SECTION 7.05. Change in Control. In the event that substantially all of the
assets are sold to, or EVRI is dissolved, merged or consolidated with, any Major
Bank  Competitor,  EVRI shall  provide Bank with  written  notice as promptly as
practicable  after an agreement of merger or dissolution is reached with respect
to such transaction and, at Bank's reasonable discretion, Bank may (x) terminate
this  Agreement,  (y) modify the  Agreement  with EVRI's  consent to reflect the
event  mentioned  above,  or (z) continue the Agreement  without  regard to such
event.  For purposes of this  Section  7.05,  a Major Bank  Competitor  shall be
deemed to be the top 20 bank holding companies, or any affiliate thereof, in the
United States in terms of asset size, as determined by the Federal Reserve Board
on the most recent date prior to the date hereof.

     SECTION 7.06. Survival.  Any commitments issued prior to the effective date
of termination  shall survive such  termination,  provided that such  commitment
shall not survive its related  expiration date, as specified in the related Loan
Approval or thirty days, if none is specified.

                                  ARTICLE VIII
                           INDEMNIFICATION AND DAMAGES

     SECTION 8.01.

     (a) EVRI  shall  indemnify,  defend,  and hold  harmless  Bank and the Bank
Affiliates  and  their  respective  officers,   directors,   employees,  agents,
successors  and  permitted  assigns from and against any and all claims made, or
asserted, or threatened by any third party and all related Losses arising out of
or related to the following:  (a) any act or omission by EVRI, its employees and
agents  or any  subcontractor  engaged  by EVRI  in the  performance  of  EVRI's
obligations  under this  Agreement or  otherwise;  (b) any material  breach in a
representation,  covenant or obligation of EVRI contained in this Agreement; (c)
any claims that,  in using the Services  provided to Bank under this  Agreement,
Bank or an Bank  Affiliate  has infringed  the  proprietary  rights of any third
party; or (d) EVRI's  relationship with its employees,  agents or subcontractors
or its capacity as an employer.

     A Loss shall  mean all  losses,  liabilities,  damages,  claims  (including
taxes) and all  related  costs and  expenses  including  any and all  reasonable
attorney fees and  reasonable  cost of  investigation,  litigation,  settlement,
judgment, interest and penalties.

     (b) Bank shall indemnify, defend and hold harmless EVRI and EVRI Affiliates
and their respective  officers,  directors,  employees,  agents,  successors and
permitted  assigns  from and  against any and all claims  made or  asserted,  or
threatened by any third party,  and all related Losses arising out of or related
to the following:

               (i) any act or omission by Bank,  its employees and agents or any
          subcontractor  engaged  by the  Bank  in  the  performance  of  Bank's
          obligations  under this  Agreement  or  otherwise  (other  than EVRI's
          performance);

               (ii)  any  material  breach  in  a  representation,  covenant  or
          obligation of Bank contained in this Agreement; or

               (iii)  Bank's   relationship   with  its  employees,   agents  or
          subcontractors or its capacity as an employer.

     SECTION 8.02. Certain Recoverable  Damages.  Damages recoverable under this
Agreement  shall  include,  without  limitation,  costs,  expenses,  losses  and
injuries  incurred or suffered  by an  Indemnified  Party as a result of an act,
omission, breach, breach of warranty, non-performance or misrepresentation of an
Indemnified Party, or an Indemnified Party, on account of claims made against an
Indemnified  Party,  or payment of claims made by an Indemnified  Party,  to the
extent that such claims or payments result (directly or indirectly) from an act,
omission, breach, breach of warranty, non-performance or misrepresentation of an
Indemnified Party.

     SECTION 8.03.  Consequential Damages. Neither EVRI nor Bank shall be liable
for  those  consequential  damages  which  consist  of lost  profits  or loss of
goodwill;  provided,  however,  that the  limitations  set forth in this Section
shall not apply to or in any way limit (a) a party's indemnity obligations under
this Agreement,  or (b) a party's liability to the other party for consequential
damages  constituting  lost  profits or loss of  goodwill  which arise from such
party's gross negligence or willful misconduct.

     SECTION 8.04.  Enforcement Expenses. If either party employs an attorney or
commences  legal or  arbitral  proceedings  to enforce  the  provisions  of this
Agreement,  the  prevailing  party shall be entitled to recover  from the other,
reasonable costs incurred in connection with such enforcement, including but not
limited    to,    attorney's    fees   and    costs   of    investigation    and
litigation/arbitration.

     SECTION  8.05.  Procedure  for  Claiming  Damages.  If either  party claims
damages  against  the other,  it shall  provide  the  Indemnifying  Party with a
written  notice  specifying  in  reasonable  detail  the nature of the breach of
warranty or other act that gives rise to the claim for  indemnification  and the
amount of the Loss.  If the  Indemnifying  Party fails to cure the breach giving
rise to such Loss within  thirty  (30) days  following  receipt of such  written
notice,  the Indemnifying Party shall repurchase the Loan, in the case of EVRI's
breach of warranty, or in the case of Bank's breach of warranty, make EVRI whole
for such Loss.

     SECTION 8.06. Indemnifying Procedures.

     (a) If any  lawsuit  or  enforcement  action  is filed  against  any  party
entitled  to the  benefit of  indemnity  hereunder  (the  "Indemnified  Party"),
written  notice  thereof  shall be  given  to the  party  obligated  to  provide
indemnification hereunder (the "Indemnifying Party") as promptly as practicable.
After such notice,  if the  Indemnifying  Party shall  acknowledge in writing to
such Indemnified  Party that this Agreement applies with respect to such lawsuit
or action,  then the Indemnifying  Party shall be entitled,  if it so elects, to
take control of the defense and  investigation  of such lawsuit or action and to
employ and engage  attorneys of its own choice to handle and defend the same, at
the  Indemnifying  Party's cost, risk and expense;  and such  Indemnified  Party
shall upon  request  of the  Indemnifying  Party,  cooperate  in all  reasonable
respects,  at the Indemnifying  Party's cost and expense,  with the Indemnifying
Party and such attorneys in the investigation, trial and defense of such lawsuit
or  action  and any  appeal  arising  therefrom;  provided,  however,  that  the
Indemnified Party may, at its own cost, participate in such investigation, trial
and  defense of such  lawsuit or action and any  appeal  arising  therefrom.  No
settlement of a claim, investigation,  suit, or other proceeding that involves a
remedy  other  than the  payment  of money by the  Indemnifying  Party  shall be
entered into without the consent of the  Indemnified  Party,  which consent will
not be unreasonably withheld;  provided that EVRI shall have the right to settle
an infringement  claim without the Bank's consent,  but without  prejudice to or
dilution of the Bank's right to indemnification under this Article VIII.

     (b) Each party  shall give the other  party  prompt  written  notice of any
event  which  could  reasonably  be  expected  to  give  rise to any  claim  for
indemnification hereunder.

                                   ARTICLE IX
                                    INSURANCE

     SECTION   9.01.   Requirements.   EVRI   shall,   and  shall   require  its
subcontractors to, secure and maintain, at its or their own expense,  throughout
the entire  term of this  Agreement,  the  following  insurance  with  companies
satisfactory  and  acceptable  to Bank and shall  furnish  to Bank  certificates
evidencing such insurance prior to commencing Services.  Said certificates shall
contain a provision  whereby the policy and/or policies shall not be canceled or
altered without at least thirty (30) calendar days prior written notice to Bank.

     SECTION  9.02.   Worker's   Compensation/Employers'   Liability.   Worker's
Compensation  Insurance which shall fully comply with the statutory requirements
of all  applicable  state and federal laws and  Employers'  Liability  Insurance
which limit shall be $500,000 per  accident  for bodily  injury and $500,000 per
employee/aggregate for disease. EVRI and its underwriter shall waive subrogation
against Bank.

     (a) Commercial  General Liability.  Commercial General Liability  Insurance
with a minimum  combined  single limit of liability of $1,000,000 per occurrence
per location and  $2,000,000  aggregate  for bodily  injury  and/or death and/or
property damage and/or personal  injury.  This shall include  products/completed
operations  coverage and shall also include Broad Form Contractual  specifically
covering this Agreement.  Further,  Bank is to be added as an additional insured
on this policy with respect to operations covered under this Agreement.

     (b) Business Automobile Liability.  Business Automobile Liability Insurance
covering all owned, hired and non-owned vehicles and equipment used by EVRI with
a minimum  combined  single limit of liability of  $1,000,000  for injury and/or
death and/or property damage.

     (c) Excess coverage. Excess coverage with respect to (A), (B) and (C) above
with a minimum combined single limit of $5,000,000.

     (d) Fidelity Bond.  EVRI shall be responsible for loss to bank property and
customer  property,  directly or indirectly,  and shall  maintain  Fidelity Bond
coverage  for the  dishonest  acts  of its  employees  in a  minimum  amount  of
$1,000,000.  Bank shall be named as "Loss Payee,  As Their Interest May Appear,"
on this Fidelity Bond.

                                    ARTICLE X
                                   ARBITRATION

     SECTION 10.01.  Binding  Arbitration.  Any  controversy or claim between or
among  the  parties  hereto  shall  be  determined  by  binding  arbitration  in
accordance  with  the  Federal  Arbitration  Act  (or  if  not  applicable,  the
applicable  state law), the Rules of Practice and Procedure for the  Arbitration
of  Commercial   Disputes  of  Judicial   Arbitration  and  Mediation  Services,
Inc./Endispute, Inc. ("J.A.M.S./Endispute"), and if J.A.M.S./Endispute is unable
or legally  precluded  from  administering  the  arbitration,  then the American
Arbitration Association ("AAA") will serve.

     SECTION  10.02.  Judgments.  Judgment  upon any  arbitration  award  may be
entered in any court having jurisdiction.  Any party to this Agreement may bring
an action, including a summary or expedited proceeding, to compel arbitration of
any  controversy  or claim to which this  Agreement  applies in any court having
jurisdiction over such action in the states set forth in Section 10.04.

     SECTION  10.03.  Procedures.  Upon receipt of demand for  arbitration  from
either Bank or EVRI,  J.A.M.S./Endispute or AAA as applicable shall use its best
efforts to appoint an  arbitrator  and notify Bank and EVRI of such  appointment
within  fifteen (15)  calendar days and further to commence  arbitration  within
ninety (90) calendar days. Any Bank or EVRI demand for arbitration shall include
detail  sufficient to establish the nature of the dispute and shall be delivered
to the other party concurrent with delivery to J.A.M.S./Endispute or AAA.

     SECTION  10.04.  Other  Remedies.  Nothing in this Section  shall limit the
right of either EVRI or Bank to obtain  from a court  provisional  or  ancillary
remedies such as, but not limited to, injunctive relief, or the appointment of a
receiver,  before,  during or after the pendency of any  arbitration  proceeding
brought pursuant to this Agreement.

                                   ARTICLE XI
                                  MISCELLANEOUS

     SECTION 11.01.  Headings.  Section headings herein are used for convenience
only and shall not  otherwise  limit or affect the terms or  conditions  of this
Agreement or be considered for the purpose of  determining  the meaning or legal
effect of any provision of this Agreement.

     SECTION 11.02.  Effect of Waiver. No failure or delay on the part of either
party in the  exercise of any power,  right or  privilege  hereunder  or to make
objection  to the mode of any  offered  performance  by the  other  party  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege  preclude other or further exercise of any other
right, power or privilege. All rights and remedies existing under this Agreement
are  cumulative  to, and not  exclusive  of, any  rights or  remedies  otherwise
available at law or equity.

     SECTION 11.03.  Survival.  Sections relating to Bank's monetary obligations
or the EVRI  Obligations  existing at the time of termination  shall survive the
execution and termination of this Agreement.

     SECTION  11.04.  Applicable  Law.  This  Agreement,   and  the  rights  and
obligations  of the parties  hereunder,  shall be governed by and construed with
reference to the laws of the State of North  Carolina  without  reference to its
principles  of conflict of laws.  EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A
TRIAL BY JURY OF ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT.

     SECTION  11.05.  Severability.  If any  provision of this  Agreement or any
remedy  provided  herein  is found by a court of  competent  jurisdiction  to be
invalid  or  unenforceable,  such  provision  shall be  inapplicable  and deemed
omitted,  but the  remaining  provisions of this  Agreement  shall be and remain
effective in accordance with their terms.

     SECTION 11.06.  Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of  which  shall be  deemed  an  original,  but all such
counterparts together shall constitute but one and the same instrument.

     SECTION 11.07.  Notices.  All  correspondence  and/or  notices  required or
permitted to be given shall be in writing,  and may be personally served or sent
by United States certified mail, return receipt  requested,  and shall be deemed
to have been given five (5)  business  days after  deposit in the United  States
mail with postage prepaid and properly  addressed.  For the purposes hereof, the
address of the parties  hereto  (until  notice of a change  thereof is served as
provided in the preceding sentence) shall be as follows:

                  As to Bank:               As to EVRI:

                  BANK OF AMERICA, N.A. ELECTRONIC VEHICLE
                  10401 Deerwood Park Blvd.    REMARKETING, INC.
                  Jacksonville, FL  32256         P. O. Box 888
                                                  Melville, NY  11747

                  Phone:   (904) 457-5424         Phone:  (516) 777-8000
                  Fax:     (904) 457-5489         Fax:      (516) 777-8440
                  Attn:  Doug Freeman

                  With a copy to General Counsel:

                  BANK OF AMERICA, N.A.
                  100 North Tryon Street
                  56th Floor
                  Charlotte, NC  28255

                  Phone:  (704) 386-5724
                  Fax:    (704) 370-3515
                  Attn:   General Counsel

                  As to E-Loan, Inc.:

                  E-LOAN, INC.
                  5875 Arnold St.
                  Dublin, CA  94568

                  Phone:   (925) 241-2400
                  Fax:     (925) 556-2674
                  Attn:    President

     SECTION 11.08.  Entire  Agreement;  No Oral  Modifications.  This Agreement
constitutes the entire  understanding  of the parties hereto with respect to the
subject  matter  hereof.  THIS  AGREEMENT  MAY ONLY BE AMENDED OR MODIFIED BY AN
INSTRUMENT  IN WRITING  SIGNED BY DULY  AUTHORIZED  REPRESENTATIVES  OF BANK AND
EVRI. The parties  hereto agree to review the pricing,  fees and scope of duties
contained herein from time to time and to make such  adjustments  therein as the
parties shall agree.

     SECTION 11.09. Assignment. This Agreement is not assignable by either party
without  the prior  written  consent of the other,  which  consent  shall not be
unreasonably withheld.

     SECTION 11.10. Confidentiality.

     (a)  Definition.  When  used  in this  Agreement,  the  term  "Confidential
Information" shall mean this Agreement,  all Proprietary Information (as defined
below) and all data, trade secrets,  business  information and other information
of any kind whatsoever which (a) has been disclosed to either party, or to which
either party has access,  in connection  with the negotiation and performance of
this  Agreement,  and (b)  relates to (i) the other  party,  (ii) in the case of
EVRI, the Bank Affiliates and their  customers,  or (iii) third party vendors or
licensors which have made confidential or proprietary  information  available to
Bank or a Bank Affiliate.

     (b)  Proprietary  Information.  When  used  in  this  Agreement,  the  term
"Proprietary Information" shall mean all work performed under this Agreement and
all work product resulting from such work,  including,  without limitation,  all
data,  designs,   software,   programs,  card  decks,  tapes,  ideas,  concepts,
techniques,  inventions,  proprietary  rights,  modifications  and enhancements,
together  with all  applicable  rights to patents,  copyrights,  trademarks  and
tradesecrets  and  dealer  pricing  relating  to Buy Rates  and any  application
information  relating to an Applicant or any Bank customer list. For purposes of
this Agreement, an Applicant shall be deemed to be a Bank customer.

     (c)  Non-Disclosure.  Each of the  parties  on  behalf  of  itself  and its
employees,  officers,  directors,  affiliates  and  agents,  hereby  agrees that
Confidential  Information  will not be disclosed or made  available to any third
party, agent or employee for any reason whatsoever,  other than with respect to:
(a) its employees on a "need to know" basis; (b)  subcontractors and other third
parties specifically permitted under this Agreement,  on a "need to know" basis,
provided that all such parties are subject to a confidentiality  agreement which
shall be no less  restrictive  than the  provisions of this Section (in favor of
Bank and Bank Affiliates and in form and substance  satisfactory  to Bank);  (c)
independent  contractors,  agents, and consultants hired by Bank,  provided that
Bank  uses   reasonable   efforts  to  cause  such   parties  to  maintain   the
confidentiality of EVRI's Confidential  Information;  and (d) as required by law
or as otherwise  permitted  by this  Agreement,  either  during the term of this
Agreement or after the  termination of this Agreement,  provided that,  prior to
any  disclosure of either party's  Confidential  Information as required by law,
the party subject to the requirement shall (i) notify the other party of all, if
any, actual or threatened legal  compulsion of disclosure,  and any actual legal
obligation  of  disclosure  immediately  upon  becoming so  obligated,  and (ii)
cooperate with the other party's reasonable,  lawful efforts to resist, limit or
delay disclosure.

     (d)  Exceptions.  Nothing in this  Section  shall  prohibit or limit either
party's use of  information  or data (a) that can be  demonstrated  to have been
previously  known to it,  other than  through  its  relationship  with the other
party, without a confidentiality restriction on the use of such information, (b)
independently   developed  by  it,  as  established  by  written  evidence,  (c)
rightfully  acquired  by it from a third party with full legal right to disclose
such information,  (d) disclosed without similar  restrictions by the party that
disclosed such  Confidential  Information  pursuant to this Agreement to a third
party,  (e)  approved for  disclosure  by the  affected  party  pursuant to this
Agreement,  or (f) which becomes part of the public domain  through no breach of
this Agreement.

     (e)  Return  of  Confidential  Information.  Upon the  termination  of this
Agreement,  or at any time upon the request of the other party, each party shall
return all  Confidential  Information  in the possession of such party or in the
possession of a third party (over which such party has or may exercise control).

     (f) Injunctive  Relief. In the event of any breach of the obligations under
this  Section,  each  party  acknowledges  that the other  party  would  have no
adequate  remedy  at law,  since the harm  caused by such a breach  would not be
easily  measured and  compensated  for in damages,  and that in addition to such
other  remedies  as may be  available  to the other  party,  the other party may
obtain injunctive relief including, but not limited to, specific performance.

     (g)  Publicity.  All  media  releases,   public  announcements  and  public
disclosures  by either  party,  or their  employees or agents,  relating to this
Agreement or the name of Bank,  any Bank Affiliate or EVRI,  including,  without
limitation,   promotional   or  marketing   material,   but  not  including  any
announcement intended solely for internal distribution by the releasing party or
any disclosure required by legal,  accounting or regulatory  requirements beyond
the reasonable  control of the releasing  party,  shall be coordinated  with and
approved by the other party prior to the release thereof.

     (h)  Survival.  The  provisions  of this Section  shall survive the term or
termination of this Agreement for any reason.

     SECTION 11.11. Force Majeure. In the event EVRI is unable to timely perform
the Services  hereunder  due to causes that are beyond its  control,  including,
without limitation,  unauthorized strikes, riots,  earthquakes,  epidemics, war,
fire, or any other catastrophe rendering it wholly or partially inoperable, EVRI
shall  not be  liable  for  any  loss or  damage  which  results  to Bank or its
customers;   provided,  that  EVRI  has  and  maintains  a  reasonable  Disaster
Protection  Plan and  proceeds  with  reasonable  diligence  promptly to restore
Services.

     SECTION 11.12. Burden and Benefit. This Agreement shall be binding upon and
inure to the  benefit  of the  parties  hereto  and their  respective  permitted
successors and assigns.

     SECTION 11.13. Definitions.  Words and terms defined in the singular may be
referred to in the plural, and vice versa.

     SECTION  11.14.  No  Partnership.  Bank and EVRI are not  partners or joint
venturers with each other and nothing in this Agreement shall be construed so as
to make them such partners or joint venturers or impose any liability as such on
either of them.

     SECTION 11.15. No Third Party Beneficiaries.  No person not a party to this
Agreement shall have any rights hereunder and all third party beneficiary rights
are hereby negated.

     SECTION  11.16.  Trademarks;  Trade Names.  Neither  party shall obtain any
right  to use the  tradename,  trademark,  logo,  brand  or  other  intellectual
property of the other  party,  except to the extent  expressly  provided  for in
writing in a co-branded web site agreement or other appropriate  document signed
by both Bank and EVRI.

         SECTION 11.17.  Security.

     (a) Definition.  EVRI  understands  that Bank and Bank  Affiliates  operate
under  various  laws and  federal  regulatory  agencies  that are  unique to the
security sensitive banking industry. As such, persons engaged by EVRI to provide
services  under this  Agreement  are held to a higher  standard  of conduct  and
scrutiny than in other industries or business enterprises.  EVRI understands and
acknowledges  that its  employee(s)  ("Employee(s)")  shall possess  appropriate
character,  disposition and honesty  conducive to the environment where services
are provided under this Agreement.  EVRI shall, to the extent  permitted by law,
exercise  reasonable and prudent efforts to comply with the Security  provisions
of this Agreement.

     (b) Access.  EVRI shall not knowingly  permit an Employee(s) to have access
to the  premises,  records or data,  or to engage in the  conduct of the banking
affairs of Bank or Bank Affiliates when such Employee(s): (a) has been convicted
of a crime or has agreed to or  entered  into a  pretrial  diversion  or similar
program  in  connection  with (i) a  dishonest  act or a  breach  of  trust,  as
stipulated  under  Section 19 of the Federal  Deposit  Insurance  Act, 12 U.S.C.
1829(a); and/or (ii) a felony; (b) uses illegal drugs.

     (c) Compliance. Upon written request from Bank, EVRI shall provide evidence
of EVRI's actions to comply with the above provisions for its Employee(s).

     (d) Notification. Bank shall notify EVRI of any act of dishonesty or breach
of  trust  committed  against  Bank or Bank  Affiliates  which  may  involve  an
Employee(s)  and EVRI shall notify Bank if it becomes aware of any such offense.
Following  such  notice,  at the request of Bank and to the extent  permitted by
law, EVRI shall cooperate with investigations  conducted by or on behalf of Bank
or Bank Affiliates.  Such  cooperation may include access to EVRI's  Employee(s)
for personal  interviews  related to such  investigations.  In addition,  at the
request of Bank, EVRI shall conduct its own  investigations  into the activities
of said Employee(s),  which may include polygraph examinations when permitted by
law and not specifically  prohibited by existing  collective  bargaining (Union)
agreements or state statutes,  with the results of such  investigations  and all
files and records related thereto being made available to Bank.

     (e) Internal  Controls.  EVRI shall  cooperate with the internal  operating
controls  and  security  processes of Bank and Bank  Affiliates  where  products
and/or services are provided under this Agreement.

     (f)  Privacy.  EVRI shall take all  possible  security  measures to protect
confidential  credit data on Bank Loan Applicants so that their  information may
not be  accessed  over  the  Internet  or via a  telecommunications  line  on an
unauthorized basis or by a person other than the Bank.

     SECTION 11.18. Year 2000 Compliance.  All of EVRI's computer functions will
record,  store,  process and  calculate and present  calendar  dates on or after
December 31, 1999 and will calculate any information dependent on or relating to
such dates in the same manner and with the same  functionality,  data  integrity
and  performance as dates before  December 31, 1999. All of EVRI's  Intellectual
Property will operate without material error caused by date data that represents
or references different centuries.  To EVRI's knowledge,  EVRI's business is not
expected to be materially  adversely  affected by the advent of the year 2000 or
the transition to the twenty-first century or to incur material expenses in this
regard.

     SECTION  11.19.  Public  Announcement.  EVRI and Bank each agree to consult
with each other  prior to any public  announcement  relating  to this  Strategic
Alliance  and/or the  business  relationship  created  hereby and will  mutually
approve  the  timing,  content  and  method of any  dissemination  of any public
announcement.

     SECTION 11.20. Definitions.

     "Approved Documents" shall mean the forms of loan documents attached hereto
as Exhibit C which shall be used by EVRI to document  Loans between the Bank and
consumers  and which will be contained  in a Loan file  prepared by EVRI for the
Bank.  From time to time,  EVRI may submit new forms of Loan  Documents  for the
Bank  for  its  approval,  which  approval,  if  forthcoming,   in  Bank's  sole
discretion,  shall,  with  respect  to such  Loan  Documents,  to the  extent so
approved, become approved forms for purposes of this Agreement.

     "Bank  Affiliates"  shall  mean any entity  now or  hereafter  controlling,
controlled  by, or under,  in control,  directly or  indirectly,  of the Bank or
Bank's parent, BankAmerica Corporation.

     "Bank's Rate Sheet" shall mean the  communication  distributed by Bank from
time to time that  communicates  to EVRI how the Bank will  price its loans from
the date of such Rate  Sheet  until the next  published  Bank  Rate  Sheet.  The
initial Bank Rate Sheet shall be substantially in the form of Exhibit E hereto.

     "Dealer Documents" means the documents prepared by the Dealer in connection
with a Loan, which will be faxed to EVRI by the Dealer, including completed lien
perfection showing Bank of America as lienholder.

        -Bill  of  Sale  for the  Vehicle,  or if  refinance  deal,  the  value
         determined by  recognized  pricing  service
        -Factory  Invoice,  if new Vehicle
        -Proof  of  Insurance
        -Proof of Income  (W2 or  paystub), if required  by  Lending  Standards
        -Any backend or Insurance Product Enrollment Form

     "Dealers"  shall mean a dealer which has sold a Vehicle to an Obligor which
has been financed by the Bank pursuant to a Loan.

     "Disaster  Protection  Plan"  shall  mean  the plan  developed  by EVRI and
reviewed  by the Bank  which  provides  an  alternate  means of EVRI  performing
Services  for the Bank in the even of a disaster or in the event that any of the
occurrences set forth in Section 10.11 hereof should occur.

     "Document  Preparation  Services"  shall mean the  preparation  of all Loan
documents and Dealer Documents on behalf of the Bank.

     "EVRI  Site"  shall  mean  the  worldwide  web  site,  the URL of  which is
http://www.carfinance.com or http://www.eloan.com..

     "Loan"  shall  mean an  extension  of  credit  from the Bank to a  consumer
referred to the Bank through the EVRI Site,  the proceeds of which shall be used
to purchase a Vehicle or refinance an existing Vehicle Loan.

     "Loan  Application  Package"  shall mean the documents  required by Bank in
order to make a decision of whether or not to extend  credit to an Obligor for a
Loan, which package shall be prepared by EVRI and submitted to the Bank.

     "Loan  Approval"  shall mean Bank's decision to make an extension of credit
to an Obligor.

     "Loan Rate" shall mean the rate of interest  that shall accrue  against the
outstanding balance of a Loan.

     "Loan Standards" See Exhibit A.

     "Monthly Finance Charge" shall mean the annualized interest rate divided by
12.

     "Operations Procedures" See Exhibit B.

     "Presentment Detail Report" shall mean the report in Bank's standard format
which  shows  all of the  drafts  prepared  by EVRI  which are  scheduled  to be
presented on any given business day.

     "Services"  means  the  document  preparation,  booking,  dealer  tracking,
reconcilement,  maintenance,  posting and referral services performed by EVRI on
behalf of Bank, all as more particularly set forth in Section 1 hereof.

     "Vehicle" means any new or used motor vehicle, including any equipment sold
and  financed in  conjunction  therewith  intended  principally  for personal or
family  use by  consumers,  the  purchase  of which is  financed  or  refinanced
pursuant to a Loan.



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first set forth above.

                                BANK OF AMERICA, N.A.


                                By:/s/
                                   ---------------------------------
                                Name:
                                Title:



                                BANK OF AMERICA AUTO FINANCE CORP.


                                By:/s/
                                   ---------------------------------
                                Name:
                                Title:



                                ELECTRONIC VEHICLE REMARKETING, INC.


                                By:/s/
                                   ---------------------------------
                                Name:
                                Title:



                                E-LOAN, INC.


                                By:/s/
                                   ----------------------------------
                                Name:
                                Title:



<PAGE>


                                    Exhibit A

                                 Loan Standards

[*]



<PAGE>
                                   Exhibit B

Table of Contents

--------------------------------------------------------------------------------

   Table of Contents..........................................................1
Carfinance.com................................................................2
   Introduction...............................................................2
   Auto Financing Products....................................................3
Carfinance.com Operations.....................................................5
   Introduction...............................................................5
Operations Systems............................................................6
   Introduction...............................................................6
   BackOffice System Procedures...............................................7
   CMSI System Procedures.....................................................8
Operations Procedures.........................................................9
   Approval Package Preparation and Shipping..................................9
   Receive, Review and File Dealer Documents.................................10
   Verification Prior to Funding and Booking.................................11
   Booking and Funding Loan on BackOffice System.............................14
   Draft Processing..........................................................15
   Draft Returns.............................................................15
Refinance Processing.........................................................16
   Check Procedures - Payoff and DMV.........................................16
Credit Policy and Review.....................................................16
   General Policies..........................................................16
   Credit Tools..............................................................18
   Credit Bureau Selection...................................................19
   Credit Investigation......................................................19
Loan Fraud Investigation.....................................................20
   Introduction..............................................................20
   Common Types of Loan Fraud................................................21
   Red Flags for Loan Fraud..................................................22
   Risks in Cyberspace.......................................................22
   Verification of Suspected Fraud...........................................23





<PAGE>


                                 Carfinance.com

Introduction


        ------------------------------------------------------------------------

CarFinance.com           Carfinance.com was created and is maintained by
                         Electronic Vehicle Remarketing, Inc. (EVRI).
                         EVRI is a subsidiary of NationsBank Corporation.

                         CarFinance.com   supplies   qualified   consumers  with
                         competitive  automotive finance products,  offering the
                         following  unique  advantages:
                                o low interest rates,
                                o check-in-hand shopping,
                                o improved negotiating position for the
                                  consumer, and
                                o full contract disclosure.

        ------------------------------------------------------------------------

Process                 Consumers  complete and submit an  application
Overview                for  credit on the  Carfinance.com  web  site.  A credit
                        report is ordered and the  application  is  reviewed.  A
                        decision  regarding  the extension of credit is made and
                        the  consumer is notified by e-mail  within two business
                        days.

        ------------------------------------------------------------------------

Credit                  If the application is approved, the consumer is notified
Approved                via e-mail and an approval package is prepared and
                        shipped to the consumer which includes:

                                o an acceptance letter and instructions;
                                o loan check draft payable for the maximum
                                  amount approved,
                                o sample contract, and
                                o list of frequently asked questions

                        The consumer may take the loan check draft to any
                        franchised dealer to  purchase  the  vehicle of their
                        choice.  Dealers deposit  the loan  check  drafts as
                        they would any checks at their local bank.
                        Carfinance.com  Operations verifies loan information,
                        processes and books the loan upon  presentment of  the
                        loan draft check.
        ------------------------------------------------------------------------

Credit                  If the application is declined, the consumer is notified
Declined                via e-mail.  Consumers may question the decision by
                        sending an e-mail to finstatus@Carfinance.com

        ------------------------------------------------------------------------




<PAGE>


Auto Financing Products


        ------------------------------------------------------------------------

New/Used Vehicle        To finance vehicle purchases, Carfinance.com offers the
Purchases               traditional new/used car installment loan and "Easy Own"
                        new/used car balloon loan.

        -----------------------------------------------------------------------

Installment             Installment loans allow the consumer to purchase the
Loan                    vehicle entirely.  Monthly payments are applied to the
                        actual purchase of the vehicle.  After all payments are
                        made, the consumer owns the vehicle outright.
                        Carfinance.com offers low rates on 36, 48, 60, 66 and 72
                        month Installment Loans.

                        Benefits of the traditional installment loan include:
                                 o No Down Payment Required (based on vehicle
                                   and borrower credit history)
                                 o No Hidden Fees or Charges
                                 o No Penalties for Pre-Payment
                                 o Low Interest Rates for Internet-users
                                 o Many Terms to choose from up to 72 months

        ------------------------------------------------------------------------

[*]

        -----------------------------------------------------------------------
                                                          Continued on next page


<PAGE>



Auto Financing Products, Continued


        ------------------------------------------------------------------------

Vehicle                 Refinance  programs  offer the consumer the  opportunity
Refinance               to reduce their monthly payment.

        ------------------------------------------------------------------------

End of Lease            End of Lease Purchase programs provide an excellent
                        opportunity for the acquisition of new business by
                        offering a service to the thousands of consumers who are
                        interested in buying their vehicle at the end of the
                        lease term.

        ------------------------------------------------------------------------

Rates and               Consumers can obtain rate and payment quotes for
Payments                specific vehicles or loan amounts by completing the
                        instant rate and payment analysis available on the
                        Carfinance.com web site.




<PAGE>


                            Carfinance.com Operations

Introduction

        ------------------------------------------------------------------------

Overview                Carfinance.com Operations in Melville, New York perform
                        back office and operational functions to process
                        Carfinance.com applications and process approved loans.

Carfinance.com          Personnel in Carfinance.com  Operations consist of the
Operations              following positions:
                                o Operations Manager
                                o Operations Supervisor
                                o Funding Specialist
                                o Packaging Clerk

        ------------------------------------------------------------------------

Operations              The Carfinance.com Operations Manager is responsible
                        for:
Manager                         o management of the Discounting Department
                                o management of the Packaging Department, and
                                o maintaining relationships with the Call Center
                                  and Credit Departments

        ------------------------------------------------------------------------

Operations               The Carfinance.com Operations Supervisor is responsible
Supervisor               for:
                                o daily supervision of the Discounting
                                  Department,
                                o authorization for wire transfers, and
                                o transfer of loan documents to NationsBank.

        ------------------------------------------------------------------------

Processing              The carfinance.com Funding Specialist is responsible
Specialist              for:
                                o collection of documents required to honor a
                                  presented draft,
                                o validation of information on those documents,
                                  and
                                o booking and funding the validated loan on the
                                  BackOffice system.
        ------------------------------------------------------------------------

Packaging               The Carfinance.com Packaging Clerk is responsible for:
Clerk                           o printing, assembling and mailing approval
                                  packages and final disclosures,
                                o upload and download of Airborne information,
                                        and
                                o submitting Airborne charges to Accounts
                                  Payable daily.
        ------------------------------------------------------------------------




<PAGE>



                               Operations Systems

Introduction

        ------------------------------------------------------------------------

Overview                Carfinance.com uses two systems to process applications
                        and approved loans, the BackOffice system and the CMSI
                        loann  processing system.
        ------------------------------------------------------------------------

BackOffice              The BackOffice system is a comprehensive backoffice
System                  application that supports operations, customer service,
                        underwriting and management reporting.  It has the
                        following capabilities:

                                o e-mail approvals back to consumers,
                                o automated affiliate billing system,
                                o electronic credit card processing via ICVerify
                                  software,
                                o lease and residual calculations,
                                o advanced search and sorting capability, and
                                o comprehensive reporting subsystem for
                                  business, marketing and performance metrics.

        ------------------------------------------------------------------------

CMSI                    The CMSI/CreditRevue system is used for the following:

                                o application review,
                                o credit processing, and
                                o loan administration.
        ------------------------------------------------------------------------




<PAGE>



BackOffice System Procedures


        -----------------------------------------------------------------------

Log On                  To log on to the BackOffice system, complete the
                        following:

                        Step                          Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2       [*]
                     ------------ ----------------------------------------------
                          3       [*]
                     ------------ ----------------------------------------------

Customer                To display consumer  information and applications,
Search                  complete the following:

        ------------------------------------------------------------------------
                        Step                           Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2       [*]
                     ------------ ----------------------------------------------
                          3       o        [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------
                          5       o        [*]
                     ------------ ---------------------------------------------


        -----------------------------------------------------------------------




<PAGE>



CMSI System Procedures


        ------------------------------------------------------------------------

Log On                  To log on the CMSI system, complete the following:

                 ------------ --------------------------------------------------
                        Step                            Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2       [*]
                     ------------ ----------------------------------------------
                          3       [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------
                          5       [*]
                     ------------ ----------------------------------------------
                          6       [*]
                     ------------ ----------------------------------------------
                          7       [*]
                     ------------ ----------------------------------------------

Look Up                 To display customer information, complete the following:

        ------------------------------------------------------------------------

                     ------------ ----------------------------------------------
                        Step                              Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2       [*]
                     ------------ ----------------------------------------------
                          3       o        [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------


        ------------------------------------------------------------------------




<PAGE>



                              Operations Procedures


Approval Package Preparation and Shipping


        ------------------------------------------------------------------------

Overview                Upon  approval  of  a  consumer  application,  applicant
                        information  is  routed  to Print  Manager  software  in
                        Carfinance.com   Operations   where   approval   package
                        documents  are  printed,  packaged  and  shipped  to the
                        consumer.

        ------------------------------------------------------------------------

Approval                Approval packages sent to consumers approved for credit
Package                 include:
                                o approval letter and instructions to consumer,
                                o loan check draft payable for maximum amount of
                                  approved credit,
                                o sample contract, and
                                o list of frequently asked questions and answers

        ------------------------------------------------------------------------

Package                 To prepare approval packages, Packaging Clerks complete
Preparation             the following:

                     ------------ ----------------------------------------------
                        Step                         Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2       [*]
                     ------------ ----------------------------------------------
                          3       [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------
                          5       [*]
                     ------------ ----------------------------------------------

        ------------------------------------------------------------------------




<PAGE>


Receive, Review and File Dealer Documents


        ------------------------------------------------------------------------

Overview                Customers  who are  approved  for a vehicle  installment
                        loan through Carfinance.com receive an approval package,
                        which  includes a loan check draft.  This check draft is
                        used to purchase  the  vehicle of their  choice from any
                        franchised dealer.

                        Once the purchase is complete,  the dealer  deposits the
                        check draft and faxes dealer documents to Carfinance.com
                        Operations. These documents must be presented before the
                        check draft can be paid.

        ------------------------------------------------------------------------

Dealer                  The following documents must be faxed to Carfinance.com
Documents               Operations at 1-888-322-9850 by the dealer:
                                o Completed lien perfection
                                  (Lien holder: NATIONSBANK, N.A.,
                                   P.O. Box 2759, Jacksonville, FL 32203-2579)
                                o Bill of sale
                                o Factory invoice (if new vehicle)
                                o Driver license(s)
                                o Proof of Insurance
                                o Proof of Income (W-2 or pay stub)
                                o Back end product enrollment form
        ------------------------------------------------------------------------

Document                Funding Specialists review dealer documents upon receipt
Review                  from the dealer to ensure all required documents are
                        received and completed with the required  information

                        If documents or information is missing, Funding
                        Specialists contact the dealer to obtain proper
                        documentation.

        ------------------------------------------------------------------------

Document                Funding Specialists file completed dealer documents in
File                    alphabetical order by customer name.  Documents in the
                        file are accessed and used to verify customer
                        information prior to funding and booking the loan.

        ------------------------------------------------------------------------



<PAGE>


Verification Prior to Funding and Booking


        ------------------------------------------------------------------------

Overview                The dealer deposits check drafts used by customers to
                        purchase vehicles at their local bank.

                        A Presentment Detail Report, which details the draft
                        number and the amount of the draft, is generated and
                        forwarded to Carfinance.com Operations.  The report and
                        dealer documents are used to verify customer, draft and
                        vehicle information prior to funding and booking the
                        loan.

        ------------------------------------------------------------------------

Customer                To verify customer information, Funding Specialists
Information             complete the following:

                     ------------ ----------------------------------------------
                        Step                     Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2       [*]
                     ------------ ----------------------------------------------
                          3       [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------
                          5       o        [*]
                     ------------ ----------------------------------------------

                                --------------------------------------- --------
                                If...                                   Then...
                                --------------------------------------- --------
                                 [*]                                     [*]
                                --------------------------------------- --------

        ------------------------------------------------------------------------
                                                          Continued on next page

<PAGE>


Verification Prior to Funding and Booking, Continued


        ------------------------------------------------------------------------

Draft                   To verify draft  information,  Funding  Specialists use
Information             a copy or image of the draft to Information complete the
                        following:

                     ------------ ----------------------------------------------
                        Step                         Action
                     ------------ ----------------------------------------------
                         1       [*]
                     ------------ ----------------------------------------------
                         2       [*]
                     ------------ ----------------------------------------------


                                --------------------------------------- --------
                                If...                                   Then...
                                --------------------------------------- --------
                                [*]                                     [*]
                                --------------------------------------- --------


        ------------------------------------------------------------------------

Vehicle                 To  verify  vehicle  information   Funding  Specialists
Information             complete the following:

                     ------------ ----------------------------------------------
                        Step                      Action
                     ------------ ----------------------------------------------
                         1       [*]
                     ------------ ----------------------------------------------
                         2       [*]
                     ------------ ----------------------------------------------
                         3       [*]
                     ------------ ----------------------------------------------
                         4       [*]
                     ------------ ----------------------------------------------

                                --------------------------------------- --------
                                If...                                   Then...
                                --------------------------------------- --------
                                [*]                                     [*]
                                --------------------------------------- --------

        ------------------------------------------------------------------------
                                                          Continued on next page


<PAGE>


Verification Prior to Funding and Booking, Continued


        ------------------------------------------------------------------------

Back End                If other products were sold with the vehicle, such as
                        warranty, credit life/AH, Gap, Products Funding
                        Specialists complete the following:

                     ------------ ----------------------------------------------
                        Step                       Action
                     ------------ ----------------------------------------------
                         1       [*]
                     ------------ ----------------------------------------------
                         2       [*]
                     ------------ ----------------------------------------------

        ------------------------------------------------------------------------



<PAGE>


Booking and Funding Loan on BackOffice System


        ------------------------------------------------------------------------

Overview                After   verifying   that  draft  and   dealer   document
                        information is correct,  Funding  Specialists "book" the
                        loan on the BackOffice system.


        ------------------------------------------------------------------------

Booking                 To book the loan on the BackOffice system, complete the
and Funding             following:

                     ------------ ----------------------------------------------
                        Step                           Action
                     ------------ ----------------------------------------------
                         1         [*]
                     ------------ ----------------------------------------------
                         2         [*]
                     ------------ ----------------------------------------------
                         3         [*]
                     ------------ ----------------------------------------------

                               -------------------------------------------------
                               If...                                   Then...
                               -------------------------------------------------
                               [*]                                     [*]
                                                            --------------------

                     ------------ ----------------------------------------------
                          4        [*]
                     ------------ ----------------------------------------------
                          5        [*]
                     ------------ ----------------------------------------------

                               -------------------------------------------------
                               If...                                   Then...
                               -------------------------------------------------
                               [*]                                o    [*]
                                                            --------------------

                     ------------ ----------------------------------------------
                          6        [*]
                     ------------ ----------------------------------------------
                          7        [*]
                     ------------ ----------------------------------------------
                          8        [*]
                     ------------ ----------------------------------------------
                          9        [*]
                     ------------ ----------------------------------------------
                         10        [*]
                     ------------ ----------------------------------------------
                         11        [*]
                     ------------ ----------------------------------------------


        ------------------------------------------------------------------------



<PAGE>


 Draft Processing


        ------------------------------------------------------------------------

Draft                   To process  drafts  presented  from  dealers through
Processing              Item  Processing, Carfinance.com  Operations complete
                        the following:

                     ------------ ----------------------------------------------
                        Step                          Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2       [*]
                     ------------ ----------------------------------------------
                          3       [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------
                          5       [*]
                     ------------ ----------------------------------------------
                          6       [*]
                     ------------ ----------------------------------------------

        ------------------------------------------------------------------------

Draft Returns


--------------------------------------------------------------------------------

Draft                   To return  drafts  presented  by dealer  through Item
Returns                 Processing, Carfinance.com Operations completes the
                        following:

                     ------------ ----------------------------------------------
                        Step                            Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2       [*]
                     ------------ ----------------------------------------------
                          3       [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------
                          5       [*]
                     ------------ ----------------------------------------------
                          6       [*]
                     ------------ ----------------------------------------------
                          7       [*]
                     ------------ ----------------------------------------------


<PAGE>


                              Refinance Processing

Check Procedures - Payoff and DMV

        ------------------------------------------------------------------------

Assumptions             Refinance check procedures for both payoff and DMV
                        checks are based on the following assumptions:
                                o Use existing VSI functionality within
                                  CreditRevue interfacing to D4000 and the GL
                                  to hold DMV title fees.
                                o Server houses specific fields containing
                                  lender name and state appropriate DMV name.

                                o Check printer exists in Carfinance.com
                                  Operations.

        ------------------------------------------------------------------------

Payoff                  To process a payoff check for refinance, complete the
Check                   following:

                     ------------ ----------------------------------------------
                        Step                               Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2             o    [*]
                     ------------ ----------------------------------------------
                          3       [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------
                          5       [*]
                     ------------ ----------------------------------------------
                          6       [*]
                     ------------ ----------------------------------------------
                          7       [*]
                     ------------ ----------------------------------------------
                          8       [*]
                     ------------ ----------------------------------------------

        ------------------------------------------------------------------------

DMV                To process a DMV check for refinance, complete the following:
Check
                     ------------ ----------------------------------------------
                        Step                               Action
                     ------------ ----------------------------------------------
                          1       [*]
                     ------------ ----------------------------------------------
                          2             o     [*]
                     ------------ ----------------------------------------------
                          3       [*]
                     ------------ ----------------------------------------------
                          4       [*]
                     ------------ ----------------------------------------------
                          5       [*]
                     ------------ ----------------------------------------------
                          6       [*]
                     ------------ ----------------------------------------------
                          7       [*]
                     ------------ ----------------------------------------------
                          8       [*]
                     ------------ ----------------------------------------------



                            Credit Policy and Review

General Policies

        ------------------------------------------------------------------------

Credit                  The  credit  approval  process  is  used  to determine
Philosophy              the  borrower's  ability and  willingness  to repay
                        debt.  The  ongoing  philosophy  is to  book  all
                        credits that  represent an acceptable  degree of risk to
                        the bank.

                        In general,  all  transactions  must  conform to written
                        terms and conditions  set by bank policy.  Exceptions to
                        policy will be considered  when  appropriate and require
                        approval  from  an  officer  with  delegated   exception
                        authority.  Exceptions  should be considered based on an
                        overall  evaluation of risk and recommended and approved
                        if the risk is  warranted.  This  includes  transactions
                        over product maximum and outside of normal guidelines.

        ------------------------------------------------------------------------

Notification of         The bank must notify applicants of adverse action taken
Adverse Action          within 30 days of receiving sufficient information on
Requirements           which to base a credit decision.  A written NOAA must
                        be sent if any of the following forms of adverse action
                        are taken:
                                o All outright denails of credit,
                                o All counter offers, and
                                o All denials of incomplete applications.

        ------------------------------------------------------------------------

Consumer                The bank is required to report all criminal acts to the
Fraud                   Office of the Comptroller of Currency (OCC) and to the
                        Reserve Board and other federal authorities within 30
                        days of discovery.  This includes suspected fraudulent
                        information on an indirect loan and lease application,
                        whether or not the bank sustains a loss.  All incidences
                        must be immediately reported to Corporate Security.
                        Under no circumstances should the dealer or the
                        applicant be notified of confirmed or suspected fraud,
                        as such notification could jeopardize investigations.

        ------------------------------------------------------------------------

Insurance               All-risk physical or damage coverage or collision and
Requirements            comprehensive coverage is required for the full
                        insurable value of the vehicle.  The buyer must provide
                        an acceptable loss payable endorsement naming the bank
                        as lienholder.  A properly executed binder or cover
                        note on the insurance company's printed form may be
                        accepted as proof of insurance coverage, pending receipt
                        of a valid endorsement policy or certificate.
        ------------------------------------------------------------------------



<PAGE>


Credit Tools


        ------------------------------------------------------------------------

Credit Scoring          The bank uses empirically derived, statistically sound
                        scoring models (custom models) as the primary tool in
                        assessing applicant creditworthiness.  Alternative
                        tools, such as generic cards may be used with the
                        approval of the National Consumer Credit executive and
                        Consumer Credit Risk Management.

        ------------------------------------------------------------------------

Bureau Scoring          Bureau scores such as Equifax's Beacon, Trans Union's
                        Empirica and Experian's FICO Model are used to
                        supplement custom scoring models.  As these bureau-
                        scoring systems are developed from each credit bureau's
                        database, they extend to a considerably larger
                        population than the custom credit scoring models that
                        are developed by the bank.

        ------------------------------------------------------------------------

Risk Matrix             Applicants are assigned a credit grade on a matrix,
                        which combines the effects of the custom credit scores,
                        bureau score and aspects of the transaction.  Generally,
                        matrices assign "score-qualified" grades of "P" for the
                        best credit applicants through "D" for those just above
                        the cut-off.  "E" and "F" grades are assigned to
                        non-score qualified applicants.  Higher cut-offs may be
                        established for specific products, dealers or delivery
                        channels.  The cut-off score, above which the system
                        recommends approval, is established to achieve corporate
                        profit objectives.

        ------------------------------------------------------------------------

CreditRevue             CreditRevue is a credit management system which assists
                        the underwriter by:
                                o Displaying application and collateral
                                  information,
                                o Displaying and analyzing credit bureau data,
                                o Calculating credit scoree, credit grade and
                                  debt ratios, and
                                o Displaying the system decision and rationale.

                        CreditRevue also produces adverse action letters
                        automatically and provides the underwriter and
                        management with valuable MIS.

        ------------------------------------------------------------------------



Credit Bureau Selection


        ------------------------------------------------------------------------

Credit Bureau          The following bureau selection criteria is used in
Selection              establishing the bureau or record for score and
Criteria               decisions:
                                o CreditRevue selects a primary bureau based
                                  on the zip code of the applicant.  This
                                  primary bureau should most often be the
                                  bureau of choice in making a credit
                                  decision.
                                o CreditRevue will pull a second bureau whenever
                                  there is a "short file" on the primary
                                  bureau.  The definition of a short file
                                  is determined and set by management, generally
                                  based on a minimum number of trades.
                                o Where there is a question of adequacy of
                                  information, conflicting or otherwise
                                  questionable information, the underwriter
                                  should pull an alternative bureau.
                                o The underwriter should select the most
                                  appropriate bureau to make the credit
                                  decision.  Characteristics such as percent of
                                  revolving line usage, number of recent trades,
                                  average time in file and inquires can be
                                  highly predictive.  Look for recency of data
                                  reported as well as content.
                                o While the system scores the transaction based
                                  on the primary applicant, it is prudent to
                                  generate a bureau for any co-applicant.
                                  Bureaus must be generated for any
                                  co-signer/guarantor.

        ------------------------------------------------------------------------


Credit Investigation


        ------------------------------------------------------------------------

Investigation           Due to industry driven requirements for turn-around
Criteria                time, lending strategy and the heavy dependence on
                        bureau vs. application data, investigation is generally
                        not required.  Underwriters initiate an investigation
                        when:
                                o There are apparent inconsistencies,
                                  inaccuracies or likely misrepresentations in
                                  the application,
                                o The income listed on the application does not
                                  appear reasonable, or
                                o Bureau fraud indicators, social security
                                  number variations, duplicate trades, bureau
                                  inconsistencies bureau files with limited
                                  trades or not bureau score exist.
        ------------------------------------------------------------------------



<PAGE>


                            Loan Fraud Investigation

Introduction


        ------------------------------------------------------------------------

Overview                It is estimated by law enforcement and the financial
                        industry that loan fraud losses generate the highest
                        losses among all frauds committed against financial
                        institutions in the United States.  Losses from bad
                        loans occur every year and they are on the rise.  Most
                        often, these losses are charged to a reserve for loan
                        losses without too much investigation into the
                        circumstances of the loss.

                        Some of the major reasons contributing to loan losses
                        include:
                                o Over aggressive management geared toward loan
                                  growth,
                                o Making the loan supersedes securing the loan,
                                o Poor system for identifying fraudulent loans,
                                  and
                                o Inadequate system to ensure compliance with
                                  bank policy and law.

        ------------------------------------------------------------------------

Federal                 The following are some of the federal statutes under
Statutes                which loan Statutes frauds are prosecuted:
                                o Title 18 U.S.C. 1344 - bank fraud statute, a
                                  scheme or artifice to defraud a federally
                                  insured institution or take money, credits,
                                  assets, securities or other property by
                                  misrepresentation.
                                o Title 18 U.S.C. 1001 - general false
                                  statements statute, knowingly and wilfully
                                  falsifying or concealing a material fact, or
                                  making a false statement, or making a false
                                  writing, knowing it to be false.
                                o Title 18 U.SC. 1014 - false statement (oral or
                                  written), for example, a loan application made
                                  knowingly for the purpose of influencing any
                                  bank whose deposits are federally insured.

                        The following statutes may be used when a fraud is
                        commited using a computer, mail system or wire
                        transmission:
                                o Title 18 U.S.C. 1030 - computer fraud,
                                  knowingly accessing a protected computer with
                                  the intent to defraud and by means of such
                                  conduct, furthering the fraud and obtaining
                                  anything of value such as financial records
                                  of a financial institution.
                                o Title 18 U.S.C. 1341 - mail fraud, a scheme or
                                  artifice to defraud that makes use of the
                                  postal service.
                                o Title 18 U.S.C. 1343 - wire fraud, a scheme or
                                  artifice to defraud using transmission by wire
                                  for the purpose of carrying out the scheme.

        ------------------------------------------------------------------------

Common Types of Loan Fraud


        ------------------------------------------------------------------------

Types of Loan           Some of the common types of loan fraud include:
Fraud
                        o Customer Impersonator/Identity Fraud - A person who
                          uses another person's identity (social security
                          number, credit information, and personal information)
                          to obtain a loan.  Usually they provide false
                          documents.  This is the most common type of loan
                          fraud.

                        o Fictitious Person Fraud - A person creates an identify
                          using false information and presents fictitious
                          identification when obtaining a loan.  This person
                          created does not exist.

                        o False Statement Fraud - A person gives false
                          information to obtain a loan.  This information can be
                          an overstatement of income and assets, an
                          understatement of liabilities, place of employment of
                          residence, time at employment or residence.  This
                          person is attempting to be more credit worthy than
                          they actually are.

                        o Straw Purchase Fraud - A person with good credit
                          obtains a loan on the behalf of another person that
                          has poor or non-existent credit.  The true borrower's
                          identity is unknown.  The person obtaining the loan
                          will not have possession of the collateral and another
                          person will make the payments.

                        o Dealer Fraud - A dishonest dealer with sell defective
                          goods or sell them substantially higher than they are
                          worth.  Other types of dealer fraud include title
                          fraud and non-delivery of goods.

                        o Refinancing Schemes - Property is refinanced for the
                          purpose of skimming off the equity with no intentions
                          of repaying the loan.

                        o Cyberlending Fraud - Loans made through the Internet
                          and the World Wide Web.

        ------------------------------------------------------------------------



<PAGE>


Red Flags for Loan Fraud


        ------------------------------------------------------------------------

Red Flags               Loan fraud can be identified by thoroughly reading and
                        reviewing a credit file.  The following are red flags to
                        watch for when reviewing a credit file.

                        o Incomplete, missing or vague borrower information,
                        o Numerous credit inquiries, bad credit, slow credit or
                          no credit,
                        o Address on application does not match the borrower's
                          credit file,
                        o Misrepresentations as to the borrower's identity such
                          as incorrect social security number or date of birth,
                        o Invalid social security number,
                        o Address of borrower is a post office box,
                        o Address of employer is a post office box,
                        o Omitted, disconnected or out of service telephone
                          numbers on the application, and/or
                        o Applicant's age does not match credit file.

        ------------------------------------------------------------------------

Risks in Cyberspace


Internet Fraud          Today more banks are offering financial services via the
                        Internet than ever before.  The vast majority of these
                        transactions are entirely legitimate, however, there are
                        many unscrupulous people who are taking advantage of
                        being anonymous on the Internet to perpetuate fraud.
                        Hackers, spies, saboteurs, virus creators and financial
                        criminals constantly roam cyberspace.

                        Associates  should be aware that there are Internet
                        surfers who are constantly trying to invade restricted
                        web sites looking for confidential information such as
                        credit card numbers, bank accounts, social security
                        numbers, and driver's license information.  Identity
                        thefts using the Internet are on the rise.  Thieves will
                        attempt to gain access to networks posing as friendly
                        users.

                        Be aware that viruses can be attached to e-mail
                        messages.  E-mail on the Internet is as public as a
                        newspaper.  In most cases of Internet fraud, all
                        communication is done by e-mail.  A free e-mail service
                        does not verify a customer's identity and it is often
                        used to conceal the real IP address of the sender.  Be
                        particularly cautious of e-mails directing loan drafts
                        and documents to be sent to a different address that
                        what appears on the loan application and credit file of
                        the customer.  Customer impersonators will often conceal
                        the loan from the real customer by misdirecting the loan
                        draft to a different address.  Drafts should only be
                        sent to the verified address of the customer.
                    ------------------------------------------------------------



<PAGE>


Verification of Suspected Fraud


        ------------------------------------------------------------------------

Suspected Fraud         If you suspect fraud you should proceed to verify the
                        authenticity of the information given.  This
                        verification should be done before granting credit, not
                        after the fact. The following are several steps that can
                        be taken:

                        o Review all available loan documents.
                        o Check the credit file and/or obtain an additional file
                          to verify the information.
                        o Check with directory assistance to verify published
                          information regarding phone numbers and addresses for
                          individuals or businesses.
                        o Check online searches available through the Internet
                          i.e. People Finder on Netscape.
                        o Verify employment and income with employer.
                        o Perform customer interview.
                        o Verify and document all fraud alerts in files.
                        o YOU MAY NOT REQUEST A COPY OF A DRIVERS LICENSE.  You
                          may request the state where issued and drivers license
                          number.  You may then attempt to verify the
                          authenticity through the state.

        ------------------------------------------------------------------------

Contacts                Fraud notification contacts for each department are
                        listed below:

                     ----------------------------- -----------------------------
                     Department                    Contact
                     ----------------------------- -----------------------------
                     Credit                        [*]
                     ----------------------------- -----------------------------
                     Customer Service              [*]
                     ----------------------------- -----------------------------
                     Operations                    [*]
                     ----------------------------- -----------------------------
                     Security                      [*]
                     ----------------------------- -----------------------------

        ------------------------------------------------------------------------


<PAGE>


                                   Exhibit C


-----------------------
-----------------------
-----------------------


Dear _________________:

You've been approved for a new or used vehicle Installment Loan up to a
_________________.

Financing is available for _________________.

You're eligible for special Internet-user interest rates of _________________.

We provide the following items to assist in your purchase:

     1.   Loan Check Draft - Works like your own personal check,  simply fill in
          amount up to the approved limit and present to dealer as payment.

     2.   [*]Car Loan  Agreements  - select the  appropriate  one and  carefully
          review the terms.  Agreements  are completed as if you were to use the
          entire approved amount.

     3.   Loan  Worksheet  - Since you are  likely to use only a portion of your
          approved     amount,     please    visit    http:     //www.CarFinance
          .com/_________________to  view what  your  exact  borrowing  costs and
          monthly  payments  would be at various loan amounts and for  virtually
          any car or truck.

Please  bring  _________________.  If you  have  any  questions,  please  do not
hesitate  to  e-mail  us at  fininfo@carfinance,com  or  call  us  toll-free  at
1-888-324-4964 Monday - Friday 8:30 am -11pm, Saturday - Sunday 10am - 6pm ET.

If,  for any  reason,  the  dealer is  reluctant  to accept  Check  Drafts or is
hesitant to release your car until the Draft clears, please call 1-888-871-6372.
CarFinance.com  will make direct  payment to the dealer in these rare  occasions
(same day if possible).

Sincerely,
CarFinance.com -  a subsidiary of NationsBank



<PAGE>
                                    Exhibit D

                       Bank's Standard Accounting Formats

                                                         [*]

<PAGE>


                                    Exhibit E

                       Proposed EVRI Loan Pricing Schedule


                                      DRAFT


Methodology
-----------

EVRI  will be  compensated  for  Loans  it  originates  for  Bank  based  on the
difference  between the stated interest rate on the Loan and the Bank's Buy Rate
for that Loan.

Buy Rate Calculation
--------------------

The Buy Rate will [*]  determined  from time to time in accordance  with Section
1.19, less the Applicable Subsidy set forth in Section 1.18 of the Agreement.
--------------------------------------------------------------------------------


[*]


--------------------------------------------------------------------------------

Applicable Subsidy and Adjustments to Applicable Subsidy
--------------------------------------------------------

The Applicable Subsidy may be adjusted  commencing March 1, 2000, and each month
thereafter, in the event EVRI has not been able to place Loan with lenders other
than the Bank at least the minimum  multi-lender  requirement  percentage of its
prime lending volume, measured by principal balances outstanding on the last day
of the month preceding such  measurement,  all as shown in the following  chart.
The Applicable  Subsidy may be further  adjusted  commencing  June 1, 2000, with
respect to loans  originated  in states where EVRI has been unable to obtain the
license necessary to originate loans, all as shown in the following chart:

--------------- ------------ ------------- ------------------------------------
                 Applicable    No License    Multi-Lender      Multi-Lender
                 Subsidy       Deduction     Requirement        Deduction
------------- -------------- ------------- ----------------- ------------------
0-3 months         [*]
------------- -------------- -------------  -----------------   ----------------
4-6 months         [*]
------------- -------------- -------------  -----------------   ----------------
7-9 months         [*]                        [*]                 [*]
------------- -------------- -------------  -----------------   ----------------
10-12 months       [*]          [*]           [*]                 [*]
------------- -------------- -------------  ------------------  ----------------
13-15 months       [*]          [*]           [*]                 [*]
------------- -------------- -------------  ------------------  ----------------
16-18 months       [*]          [*]           [*]                 [*]
------------- --------------- ------------  ----------------   -----------------

Effective Date of Buy Rate
--------------------------

The Buy Rate will be based on the date of the initial approval for the Loan.

Minimum Rate
------------

Buy Rate established for that Loan.

Maximum Rate
------------

[*] above the Buy Rate.

[*]