Exhibit 10.8

TRI-PARTY ENHANCED AOT AGREEMENT

This Agreement is made by and among E-Loan, Inc., [*]("Originator"), Wells Fargo Home Mortgage, Inc., [*] ("Direct Seller"), and theFederal Home Loan Mortgage Corporation, ("Freddie Mac") this 22nd day of May,2001 (the "Agreement").

RECITALS

(A)	Originator and Freddie Mac desire to enterinto a special Master Commitment (the "Originator MC") which contains certainterms and conditions pursuant to which Originator may originate Mortgageseligible for purchase by Freddie Mac ("Originator Mortgages");

(B)	Originator and Direct Seller desire to enter into theWells Fargo Funding Loan Purchase Agreement pursuant to which Direct Seller willpurchase the Originator Mortgages from Originator and sell such Mortgages toFreddie Mac;

(C)	Direct Seller and Freddie Mac desire to enter into aspecial Master Commitment (the "Direct Seller MC") which contains certain termsand conditions pursuant to which Direct Seller shall sell the OriginatorMortgages to Freddie Mac;

(D)	Originator desires to assign certain of its rightsunder the Originator MC to Direct Seller so that Direct Seller may incorporatethe Required Spreads and other terms as necessary, into the Direct Seller MC anduse the combined terms and conditions from both the Originator MC and the DirectSeller MC to sell the Originator Mortgages to Freddie Mac; and

(E)	Originator, Direct Seller and Freddie Mac are allwilling to participate in Freddie Mac's Enhanced AOT offering subject to theterms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, mutualpromises and other good and valuable consideration, the receipt and sufficiencyof which is hereby acknowledged by the parties hereto, the parties agree asfollows:

The Recitals are true and correct. 

Originator hereby assigns certain of its rights under theOriginator MC to Direct Seller so that Direct Seller may incorporate theRequired Spreads (and other terms as necessary) from the Originator MC into theDirect Seller MC and sell the Originator Mortgages to Freddie Mac under theDirect Seller MC and Direct Seller's Seller/Servicer number. Notwithstanding theimmediately preceding sentence, Originator expressly reserves the right to agreeto amendments to Originator's Purchase Documents, from time to time. Originatorand Direct Seller also agree that this Agreement shall be incorporated into andbecome part of the Originator MC, or related Originator's Master Agreement, andDirect Seller's MC.

Direct Seller hereby accepts such assignment fromOriginator and agrees that Direct Seller shall sell all Originator Mortgages itpurchases from Originator to Freddie Mac under the Direct Seller MC, assupplemented by the Required Spreads (and other terms as necessary) incorporatedfrom the Originator MC;

Direct Seller acknowledges and agrees that Originator hasreserved the right to agree to amendments to Originator's Purchase Documents,from time to time.

Freddie Mac hereby gives its consent to the assignment byOriginator to Direct Seller; provided that, (i) Originator and DirectSeller comply with all of the requirements of this Agreement and the applicablePurchase Documents, and (ii) Originator and Direct Seller acknowledge andagree that Freddie Mac reserves the right to revoke its consent to theassignment at any time and in its sole discretion.

Originator and Direct Seller agree that Originator shallnotify Direct Seller of any amendment to Originator's Purchase Documents priorto its execution of any amendment to Originator's Purchase Documents. DirectSeller acknowledges and agrees that, (i) Freddie Mac has no duty orobligation to notify Direct Seller of any amendment to Originator's PurchaseDocuments, (ii) Originator shall be Direct Seller's agent for purposes ofreceiving notice of any such amendment to Originator's Purchase Documents,(iii) Direct Seller shall be deemed to have notice of and be bound by anyamendment to the Originator's Purchase Documents, and (iv) all OriginatorMortgages delivered and sold by Direct Seller on or after the effective date ofany such amendment shall comply with the Originator's Purchase Documents, asamended. With respect to any such amendment to the Originator's PurchaseDocuments, Originator represents and warrants that it has notified and, ifrequired under the Wells Fargo Funding Loan Purchase Agreement, receivedapproval of the terms and conditions of the amendment from DirectSeller.

Without changing the Originator's duty to notify DirectSeller as set forth in the immediately preceding paragraph 6, Originatoragrees that Freddie Mac may, as a courtesy to Direct Seller, but not as a dutyor obligation, electronically transmit via the internet to Direct Seller's emailaddress set forth below an unsigned copy of any such amendment to the SpecialMaster Commitment(s) or Originator's other Purchase Documents. Freddie Mac shallnot be responsible for the failure of any telecommunications company or cablecompany to properly, accurately and promptly transmit any such email.

Direct Seller represents, warrants and covenants that(i) as of the Delivery Date and through and including the Settlement Date,Direct Seller shall be the sole owner of the Originator Mortgages delivered toFreddie Mac and (ii) all such Mortgages are free and clear of any and allsecurity interests, claims and encumbrances of any other party including, butnot limited to, the Originator.

Direct Seller agrees that it shall, (i) as of theSettlement Date, convey and transfer to Freddie Mac all of Direct Seller'sright, title and interest in the Originator Mortgages delivered to Freddie Mac,and (ii) on and after the Settlement Date, service the OriginatorMortgages.

Originator acknowledges and agrees that Originator hasreceived from Direct Seller the reasonably equivalent value of and the fairconsideration for the Originator Mortgages and Originator has no right, title orinterest in the Originator Mortgages or the servicing rights to suchMortgages.

Originator represents and warrants to Direct Seller andtheir successor and/or assign that all Originator Mortgages comply with all ofFreddie Mac's requirements in Originator's Purchase Documents including, but notlimited to, requirements regarding loan documentation, legal enforceability,first lien priority status, the Borrower's income and credit qualifications, theBorrower's source and amount of downpayment, the value and acceptability of thecollateral and overall Mortgage eligibility. Originator represents and warrantsto Direct Seller that, with respect to each mortgage sold to Direct Seller underthe Wells Fargo Funding Loan Purchase Agreement, the Originator has providedDirect Seller with all data, information and detail necessary to process thedelivery of the mortgage to Freddie Mac. Such data, information and detail shallinclude, but not be limited to, those items described in Chapter 17 of theFreddie Mac Single-Family Seller/Servicer Guide.

Originator and Direct Seller acknowledge and agree thatFreddie Mac's purchase of the Originator Mortgages from Direct Seller shall bein complete mliance upon Originator's representations and warranties in theimmediately preceding paragraph 11. Originator agrees that Freddie Mac, asthe assignee of Direct Seller, shall have the right to pursue its remedies underOriginator's Purchase Documents directly against Originator. Furthermore,Originator agrees that Freddie Mac (i) is the intended beneficiary ofOriginator's representations and warranties under the Originator's PurchaseDocuments and this Agreement and (ii) shall not be required to first pursueany remedies for misrepresentation or breach of warranty against Direct Sellerbefore pursuing its rights and remedies against Originator. Originator alsoagrees that Freddie Mac's rights as an intended beneficiary of Originator'srepresentations and warranties shall vest on the Settlement Date.

In the event Freddie Mac determines that anyrepresentation by Originator is untrue or that any of Originator's warrantieshave been breached, Freddie Mac will pursue its remedies under the PurchaseDocuments directly against Originator. Originator and Freddie Mac acknowledgeand agree that Freddie Mac will not hold Direct Seller responsible for anymisrepresentation or breach of warranty by Originator with respect to anyOriginator Mortgage regarding loan documentation, legal enforceability, firstlien priority status, the Borrower's income and credit qualifications, theBorrower's source and amount of downpayment, the value and acceptability of thecollateral or overall Mortgage eligibility. To accommodate Freddie Mac qualitycontrol reviews, Originator agrees to retain copies of the origination file ofeach Originator Mortgage for a period of 12 months after the OriginatorMortgage's origination date, or the amount of time required by law orregulation, whichever is greater.

Originator, Direct Seller and Freddie Mac agree that asof the Settlement Date:

(i)	Originator shall be solely responsible for allrepresentations, warranties, covenants and requirements under the Originator'sPurchase Documents with respect to loan documentation, legal enforceability,first lien priority status, the Borrower's income and credit qualifications, theBorrower's source and amount of downpayment, the value and acceptability of thecollateral and the overall eligibility of each Originator Mortgage.Notwithstanding any provision of the Originator Purchase Documents to thecontrary, Originator shall remain solely responsible for all suchrepresentations-,warranties, covenants and requirements until Freddie Macspecifically and expressly releases Originator in writing;
(ii)	Direct Seller shall be fully responsible for, (A) allrepresentations, warranties, covenants and requirements regarding the deliveryof Mortgage loan documents and loan data, Note endorsements, and mortgage filecontents under the Direct Seller's Purchase Documents and (B) therepresentations, warranties and covenants made hereunder; and
(iii)	Direct Seller shall be fully responsible for,(A) all servicing representations, warranties, covenants and requirementsunder the Direct Seller's Purchase Documents and (B) the representations,warranties and covenants made hereunder.
In the event of a transfer of servicing of any OriginatorMortgages, (i) Originator shall continue to be fully and solely responsiblefor all representations, warranties, covenants and requirements under theOriginator's Purchase Documents with respect to the loan documentation, legalenforceability, first lim priority status, the Borrower's income and creditqualifications, the Borrower's source and amount of downpayment, the value andacceptability of the collateral and the overall eligibility of each OriginatorMortgage until Freddie Mac specifically and expressly releases Originator inwriting, notwithstanding any provision of the Guide, Form 960, Form 981 or otherOriginator Purchase Documents to the contrary; and (ii) the servicingtransferor shall be released from the servicing representations, warranties,covenants and requirements in accordance with Freddie Mac's Guiderequirements.

Notwithstanding anything contained in this Agreement orthe Originator Purchase Documents to the contrary, the Servicer of theOriginator Mortgages will always be solely responsible for providing FreddieMac's Quality Control Department with mortgage loan files in accordance with theGuide requirements.

The parties hereto agree that capitalized terms used inthis Agreement and not otherwise defined herein shall have the meanings ascribedto them in the Freddie Mac Single-Family Seller/Servicer Guide, as amended andsupplemented by Freddie Mac Sellers' and Servicers' Bulletins published prior tothe date of the Master Agreement. References to chapters or sections of theGuide shall be deemed to be references to such chapters or sections as Enhancedby Freddie Mac Sellers' and Servicers' Bulletins.

In the event that (i) Originator and Direct Sellerfail to comply with the provisions of this Attachment, or (ii) there is abreach of warranty or a representation made under this Agreement or otherapplicable Purchase Documents is determined to be untrue, Freddie Mac may, atits option and in its sole discretion, exercise any of its remedies at law orunder the applicable Purchase Documents, including, but not limited to, theright to terminate a parties Master Agreement and any Master Commitments issuedthereunder upon written notice to the affected party.

This Agreement will terminate upon the earlier of(i) 90 days from written notice to the parties by Freddie Mac, or(ii) the termination dates contained in the Originator's Master Agreementincorporating this Agreement.

Notices shall be sent, faxed or electronicallytransmitted as follows:

(a)	To Originator:
Mr. Steve Majerus 
Vice President 
E-Loan, Inc. 
5875 Arnold Road Dublin, CA 94568
(b)	To Direct Seller:
Ms. Mary Blue 
Senior Vice President 
Wells Fargo Home Mortgage, Inc. 
100 South 5th Street Minneapolis, MN 55402
(c)	To Freddie Mac:
Mr. Brian Swan 
Director of Customer Services 
Freddie Mac 
333 West Wacker, Suite 2500 
Chicago, IL 60606
Originator and Direct Seller agree that the terms of thisAgreement are hereby deemed to be "confidential information" as described inSection 2.16 of the Guide and further agree to comply with the confidentialityrequirements set forth therein. 

Originator and Direct Seller hereby indemnify and holdFreddie Mac harmless from and against any damages, liabilities, judgments,claims, counterclaims or defenses to which Freddie Mac may become subject, whicharise out of or occur in connection this Agreement.

IN WITNESS WHEREOF, Originator, Direct Seller and Freddie Mac have causedthis Agreement to be executed by their duly authorized representatives as of thedate first set forth above.

FEDERAL HOME LOAN MORTGAGE CORPORATION

By:		/s/ Brian L. Swan				
		Brian L. Swan
		Director of Customer Services
 
E-LOANS, INC.
 
By: 		/s/ Steven M. Majerus				
Type Name:	V.P. Secondary Marketing			
Title:		V.P. Secondary Marketing			
Date:		5/23/01					
 
 
WELLS FARGO HOME MORTGAGE, INC.
 
By: 		/s/ Mary Blue					
Type Name:	Mary Blue					
Title:		Senior Vice President				
Date:		June 15, 2001