Exhibit 10.6**ELECTRONIC TRACKING AGREEMENT

WHOLE LOAN SALE AGREEMENT**
THIS ELECTRONIC TRACKING AGREEMENT dated as of March 21, 2002 (this"Agreement") among Greenwich Capital Financial Products, Inc.("Purchaser"), MERSCORP, Inc. ("Electronic Agent"), MortgageElectronic Registration Systems, Inc. ("MERS") and E-LOAN, Inc.("Seller").

WHEREAS, the Purchaser has agreed to purchase from the Seller, from time totime at its election, Mortgage Loans (the "Mortgage Loans") pursuant tothe terms and conditions of a Mortgage Loan Purchase and Sale Agreement dated asof September 25, 1998 between the Purchaser and the Seller, as amended,supplemented or otherwise modified from time to time (the "PurchaseAgreement") and a Custodial Agreement dated as of June 29, 2000 amongBankers Trust Company of California, N.A. (the "Custodian"), thePurchaser, and the Seller, as amended, supplemented or otherwise modified fromtime to time (the "Custodial Agreement"); and

WHEREAS, the Seller is obligated to service the Mortgage Loans pursuant tothe terms and conditions of the Purchase Agreement; and

WHEREAS, the Purchaser and the Seller desire to have certain Mortgage Loansregistered on the MERS® System (defined below) such that the mortgagee ofrecord under each Mortgage (defined below) shall be identified as MERS;

NOW, THEREFORE, the parties, intending to be legally bound, agree asfollows:
**Definitions
.

Capitalized terms used in this Agreement shall have the meanings ascribed tothem below.

"Affected Loans" shall have the meaning assigned to such term inSection 4(b).

"Assignment of Mortgage" shall mean, with respect to any Mortgage, anassignment of the Mortgage, notice of transfer or equivalent instrument inrecordable form, sufficient under the laws of the jurisdiction wherein therelated mortgaged property is located to effect the assignment of the Mortgageupon recordation.

"Associated Member" shall mean a Person that has the status and rightsof an Associated Member of MERS with respect to specified mortgage loans inaccordance with the MERS Procedure Manual and related documents.

"MERS Designated Mortgage Loan" shall have the meaning assigned tosuch term in Section 3.

"MERS Procedures Manual" shall mean the MERS Procedures Manualattached as Exhibit B hereto, as it may be amended from time to time.

"MERS® System" shall mean the Electronic Agent's mortgageelectronic registry system, as more particularly described in the MERSProcedures Manual.

"Mortgage" shall mean a mortgage or deed of trust securing a MortgageNote.

"Mortgage Loan" shall mean each mortgage loan included in a MortgagePool, in each case secured by a Mortgage.

"Mortgage Loan Documents" shall mean the originals of the MortgageNotes and other documents and instruments required to be delivered to theCustodian in connection with each transaction, all pursuant to the CustodialAgreement.

"Mortgage Note" shall mean a promissory note or other evidence ofindebtedness of the obligor thereunder, representing a Mortgage Loan, andsecured by the related Mortgage.

"Mortgage Pool" shall mean a designated pool of Mortgage Loans, a 100%ownership interest in which is purchased and sold under the PurchaseAgreement.

"Mortgagor" shall mean the obligor on a Mortgage Note.

"Notice of Termination Event" shall mean a notice from the Purchaseras described in Section 4(b) hereof.

"Opinion of Counsel" shall mean a written opinion of counsel in formand substance reasonably acceptable to the Purchaser.

"Person" shall mean any individual, corporation, company, voluntaryassociation, partnership, joint venture, limited liability company, trust,unincorporated association or government (or any agency, instrumentality orpolitical subdivision thereof).
**Appointment of the Electronic Agent
.
- The Purchaser and the Seller, by execution and delivery of this Agreement,each does hereby appoint MERSCORP, Inc. as agent to the Purchaser and the Sellerhereunder (in such capacity, the " Electronic Agent "), subject to theterms of this Agreement, to perform the obligations of the Electronic Agent setforth herein.
- MERSCORP, Inc., by execution and delivery of this Agreement, does hereby(i) agree with the Purchaser and the Seller subject to the terms of thisAgreement to perform the obligations of the Electronic Agent set forth herein,and (ii) accept its appointment as the Electronic Agent.
**Designation of MERS as Mortgagee of Record, Designation of Investorand Servicer of Record in MERS
.

The Seller has designated or shall designate MERS as, and has taken or willtake such action as is necessary to cause MERS to be, the mortgagee of recordwith respect to each Mortgage Loan in a Mortgage Pool, and in accordance withthe MERS Procedures Manual, the Seller has designated or shall designate theSeller as the servicer or subservicer in the MERS® System for each suchMortgage Loan (each such Mortgage Loan, upon such designation by MERS, a"MERS Designated Mortgage Loan").
**Obligations of the Electronic Agent
.
- The Electronic Agent shall ensure that MERS, as the mortgagee of recordunder each MERS Designated Mortgage Loan, shall promptly forward all properlyidentified notices MERS receives in such capacity to the person or personsidentified in the MERS® System as the servicer or if a subservicer isidentified in the MERS® System, the subservicer for such MERS DesignatedMortgage Loan.
- Upon receipt of a Notice of Termination Event, which may be given at anytime, in the form of  Exhibit C , from the Purchaser, the ElectronicAgent shall modify the investor fields and/or servicer fields to reflect theinvestor and/or servicer on the MERS® System as the Purchaser or thePurchaser's designee with respect to the MERS Designated Mortgage Loansidentified in the Notice of Termination Event (the " Affected Loans ").Following receipt of such Notice of Termination Event, the Electronic Agentshall follow the instructions of the Purchaser with respect to the AffectedLoans without the consent of the Seller or any investor, servicer orsubservicer, and shall deliver to the Purchaser any documents and/or information(to the extent such documents or information are in the possession or control ofthe Electronic Agent) with respect to the Affected Loans requested by thePurchaser.
- Upon the Purchaser's request and instructions, and at the Seller's sole costand expense, the Electronic Agent shall deliver to the Purchaser or thePurchaser's designee, with respect to each Affected Loan as to which a requestis made, an Assignment of Mortgage from MERS, in blank, in recordable form butunrecorded;  provided ,  however , that the Electronic Agent shall notbe required to comply with the forgoing unless the costs and expenses of doingso shall be paid by the Seller or a third party.
- The Electronic Agent shall promptly notify the Purchaser if it has actualknowledge that any mortgage, pledge, lien, security interest or other charge orencumbrance exists with respect to any of the Affected Loans. Upon thereasonable request of the Purchaser, the Electronic Agent shall review the fielddesignated "interim fonder" and shall promptly notify the Purchaser if anyPerson (other than the Purchaser) is identified in the field designated "interimfunder" with respect to any MERS Designated Mortgage Loan.
- In the event that (i) the Seller, the Electronic Agent or MERS shall beserved by a third party with any type of levy, attachment, writ or court orderwith respect to any MERS Designated Mortgage Loan or (ii) a third partyshall institute any court proceeding by which any MERS Designated Mortgage Loanshall be required to be delivered otherwise than in accordance with theprovisions of this Agreement, the Electronic Agent shall promptly deliver orcause to be delivered to the other parties to this Agreement copies of all courtpapers, orders, documents and other materials concerning such proceedings.
- Upon the request of the Purchaser, the Electronic Agent shall run a querywith respect to any and all specified fields with respect to any or all of theMERS Designated Mortgage Loans and, if requested by the Purchaser, shall changethe information in such fields in accordance with the Purchaser'sinstructions.
- MERS, as mortgagee of record for the MERS Designated Mortgage Loans, shalltake all such actions as may be required by a mortgagee in connection withservicing the MERS Designated Mortgage Loans at the request of the applicableservicer identified on the MERS® System, including, but not limited to,executing and/or recording, any modification, waiver, subordination agreement,instrument of satisfaction or cancellation, partial or full release, dischargeor any other comparable instruments, at the sole cost and expense of the Sellerand only if such costs and expenses are paid by the Seller or a third party;provided that MERS shall not execute any such instrument without the priorwritten consent of the Purchaser.
- MERS shall cause certain officers of the Purchaser to be appointed officersof MERS with respect to the MERS Designated Mortgage Loans, with the power towield all of the powers specified in the form of corporate resolution used toappoint such officer attached hereto as Exhibit D.
- The Electronic Agent shall notify the Purchaser in writing of any changes tothe MERS Procedure Manual.
**Access to Information
.
- Upon the Purchaser's request, the Electronic Agent shall furnish thePurchaser or its auditors information in its possession with respect to the MERSDesignated Mortgage Loans and shall permit them to inspect the ElectronicAgent's and MERS' records relating to the MERS Designated Mortgage Loans at allreasonable times during regular business hours.
- The Electronic Agent shall electronically provide to the Purchaser, in itscapacity as an Associated Member with respect to the MERS Designated MortgageLoans, the reports with respect to such MERS Designated Mortgage Loans availableto Associated Members from time to time, and "view only" access to additionalinformation with respect to such MERS Designated Mortgage Loans.
**Representations of the Electronic Agent and MERS
.

The Electronic Agent and MERS hereby represent and warrant as of the datehereof that:
- each of the Electronic Agent and MERS has the corporate power and authorityand the legal right to execute and deliver, and to perform its obligations underthis Agreement, and has taken all necessary corporate action to authorize itsexecution, delivery and performance of this Agreement;
- no consent or authorization of, filing with, or other act by or in respectof, any arbitrator or governmental authority and no consent of any other Personis required in connection with the execution, delivery, performance, validity orenforceability of this Agreement;
- this Agreement has been duly executed and delivered on behalf of theElectronic Agent and MERS and constitutes a legal, valid and binding obligationof the Electronic Agent and MERS enforceable in accordance with its terms,except as enforceability may be limited by bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement ofcreditors' rights generally and by general principles of equity (whetherenforcement is sought in proceedings in equity or at law).
- the Electronic Agent and MERS will maintain at all times insurance policiesfor fidelity and errors and omissions in amounts of at least three milliondollars ($3,000,000) and five million dollars ($5,000,000) respectively, and acertificate and policy of the insurer shall be furnished to the Purchaser uponrequest and shall contain a statement of the insurer that such insurance willnot be terminated prior to 30 days' written notice to the Purchaser.
**Covenants of MERS
.
- MERS shall (a) not incur any indebtedness other than in the ordinarycourse of its business, (b) not engage in any dissolution, liquidation,consolidation, merger or sale of assets, (c) not engage in any businessactivity in which it is not currently engaged, (d) not take any action thatmight cause MERS to become insolvent, (e) not form, or cause to be formed,any subsidiaries, (f) maintain books and records separate from any otherperson or entity, (g) maintain its bank accounts separate from any otherperson or entity, (h) not commingle its assets with those of any otherperson or entity and hold all of its assets in its own name, (i) conductits own business in its own name, (j) pay its own liabilities and expensesonly out of its own funds, (k) observe all corporate formalities,(l) enter into transactions with affiliates only if each such transactionis intrinsically fair, commercially reasonable, and on the same terms as wouldbe available in an arm's length transaction with a person or entity that is notan affiliate, (m) pay the salaries of its own employees from its own funds,(n) maintain a sufficient number of employees in light of its contemplatedbusiness operations, (o) not guarantee or become obligated for the debts ofany other entity or person, (p) not hold out its credit as being availableto satisfy the obligation of any other person or entity, (q) not acquirethe obligations or securities of its affiliates or owners, including partners,members or shareholders, as appropriate, (r) not make loans to any otherperson or entity or buy or hold evidence of indebtedness issued by any otherperson or entity (except for cash and investment-grade securities),(s) allocate fairly and reasonably any overhead expenses that are sharedwith an affiliate, including paying for office space and services performed byany employee of any affiliate, (t) use separate stationery, invoices, andchecks bearing its own name, (u) not pledge its assets for the benefit ofany other person or entity, (v) hold itself out as a separate identity,(w) correct any known misunderstanding regarding its separate identity,(x) not identify itself as a division of any other person or entity, and(y) maintain adequate capital in light of its contemplated businessoperations.
- MERS agrees that in no event shall the status of MERS as mortgagee of recordwith respect to any MERS Designated Mortgage Loan confer upon MERS any rights orobligations as an owner of or secured party with respect to any MERS DesignatedMortgage Loan or the servicing rights related thereto, and MERS will notexercise such rights unless directed to do so by the Purchaser.
- The Electronic Agent and MERS agree to provide written notice to Purchaserof any litigation, threatened litigation or potential dispute in which thevalidity or legality of this Agreement or any term hereof is questioned orchallenged.
**Covenants of Seller
.
- The Seller covenants that the Seller is a member of MERS in goodstanding.
- The Seller covenants and agrees with the Purchaser that with respect to eachMERS Designated Mortgage Loan, it will not identify any party except Purchaserin the field "interim funder" or "warehouse/gestation lender" on the MERS®System without the prior written consent of the Purchaser.
- Seller will provide the Purchaser with MERS Identification Numbers for eachMERS Designated Mortgage Loan sold to the Purchaser for which MERS is themortgagee of record.
**No Adverse Interest of the Electronic Agent or MERS
.

By execution of this Agreement, the Electronic Agent and MERS each representsand warrants that it currently holds, and during the existence of this Agreementshall hold, no adverse interest, by way of security or otherwise, in any MERSDesignated Mortgage Loan. The MERS Designated Mortgage Loans shall not besubject to any security interest, lien or right to set-off by the ElectronicAgent, MERS, or any third party claiming through the Electronic Agent or MERS,and neither the Electronic Agent nor MERS shall pledge, encumber, hypothecate,transfer, dispose of, or otherwise grant any third party interest in, the MERSDesignated Mortgage Loans.
**Indemnification of the Purchaser
.

The Electronic Agent agrees to indemnify and hold the Purchaser and itsdesignees harmless against any and all liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursements,including reasonable attorneys' fees, that the Purchaser may sustain arising outof any breach by the Electronic Agent of this Agreement, the Electronic Agent'snegligence, bad faith or willful misconduct, its failure to comply with thePurchaser's instructions hereunder or to the extent caused by delays or failuresarising out of the inability of the Purchaser or the Electronic Agent to accessinformation on the MERS® System. The foregoing indemnification shall surviveany termination or assignment of this Agreement.
**Reliance of the Electronic Agent
.
- In the absence of bad faith on the part of the Electronic Agent, theElectronic Agent may conclusively rely, as to the truth of the statements andthe correctness of the opinions expressed therein, upon any request,instruction, certificate or other document furnished to the Electronic Agent,reasonably believed by the Electronic Agent to be genuine and to have beensigned or presented by the proper party or parties listed on Exhibit A andconforming to the requirements of this Agreement.
- Notwithstanding any contrary information which may be delivered to theElectronic Agent by the Seller, the Electronic Agent may conclusively rely onany information or Notice of Servicing Termination Event delivered by thePurchaser, and the Seller shall indemnify and hold the Electronic Agent harmlessfor any and all claims asserted against it for any actions taken in good faithby the Electronic Agent in connection with the delivery of such information orNotice of Servicing Termination Event.
**Fees
.

It is understood that the Electronic Agent or its successor will charge suchfees and expenses for its services hereunder as set forth in a separateagreement between the Electronic Agent and the Seller. The Electronic Agentshall give prompt written notice to the Purchaser of any disciplinary actioninstituted with respect to the Seller's failure to pay any fees required inconnection with its use of the MERS® System, and will give written notice atleast thirty (30) days prior to any revocation of the Seller's membership in theMERS® System.
**Resignation of the Electronic Agent; Termination
.

(c) The Purchaser has entered into this Agreement with the ElectronicAgent and MERS in reliance upon the independent status of the Electronic Agentand MERS, and the representations as to the adequacy of their facilities,personnel, records and procedures, its integrity, reputation and financialstanding, and the continuance thereof. Neither the Electronic Agent nor MERSshall assign this Agreement or the responsibilities hereunder or delegate theirrights or duties hereunder (except as expressly disclosed in writing to, andapproved by, the Purchaser) or any portion hereof or sell or otherwise disposeof all or substantially all of its property or assets without (a) providingthe Purchaser with at least 60 days' prior written notice thereof and(b) receiving the written consent of the Purchaser.

(d) Neither the Electronic Agent nor MERS shall resign from theobligations and duties hereby imposed on them except by mutual consent of theElectronic Agent, MERS and the Purchaser, or upon the determination that theduties of the Electronic Agent and MERS hereunder are no longer permissibleunder applicable law and such incapacity cannot be cured by the Electronic Agentand MERS. Any such determination permitting the resignation of the ElectronicAgent and MERS shall be evidenced by an Opinion of Counsel to such effectdelivered to the Purchaser which Opinion of Counsel shall be in form andsubstance acceptable to the Purchaser. No such resignation shall becomeeffective until the Electronic Agent and MERS have delivered to the Purchaserall of the Assignments of Mortgage, in blank, in recordable form but unrecordedfor each MERS Designated Mortgage Loan identified by the Purchaser as owned bythe Purchaser.
**Removal of the Electronic Agent
.

(e) The Purchaser, with or without cause, may remove and discharge theElectronic Agent and MERS from the performance of its duties under thisAgreement with respect to some or all of the MERS Designated Mortgage Loans bywritten notice from the Purchaser to the Electronic Agent and the Seller.

(f) In the event of termination of this Agreement, at the Seller's solecost and expense, the Electronic Agent shall follow the instructions of thePurchaser for the disposition of the documents in its possession pursuant tothis Agreement, and deliver to the Purchaser an Assignment of Mortgage, inblank, in recordable form but unrecorded for each MERS Designated Mortgage Loanidentified by the Purchaser as owned by the Purchaser. Notwithstanding theforegoing, in the event that the Purchaser terminates this Agreement withrespect to some, but not all, of the MERS Designated Mortgage Loans, thisAgreement shall remain in full force and effect with respect to any MERSDesignated Mortgage Loans for which this Agreement is not terminated hereunder.Notwithstanding any termination of this Agreement, the provisions ofSections 10 shall survive any termination.
**Notices
.

All written communications hereunder shall be delivered, via facsimile or byovernight courier, to the Electronic Agent and/or the Purchaser and/or theSeller as indicated on the signature page hereto, or at such other address asdesignated by such party in a written notice to the other parties. All suchcommunications shall be deemed to have been duly given when transmitted byfacsimile, or in the case of a mailed notice, upon receipt, in each case givenor addressed as aforesaid.
**Term of Agreement
.
- This Agreement shall continue to be in effect until terminated by either theSeller or the Electronic Agent sending written notice to the other parties ofthis Agreement at least sixty (60) days prior to said termination. ThisAgreement may be terminated by the Purchaser by sending at least thirty (30)days prior written notice to the other parties to this Agreement.
- Upon the termination of this Agreement by the Electronic Agent, theElectronic Agent shall, at the Electronic Agent's sole cost and expense, executeand deliver to the Purchaser or its designee an Assignment of Mortgage withrespect to each MERS Designated Mortgage Loan identified by the Purchaser, inblank, in recordable form but unrecorded. In the event that this Agreement isterminated by the Purchaser without cause, the duties of the Electronic Agent inthe preceding sentence shall be at the sole cost and expense of the Purchaser.In addition, the Purchaser and the Electronic Agent may, at the sole option ofthe Purchaser, enter into a separate agreement which shall be mutuallyacceptable to the parties with respect to any or all of the MERS DesignatedMortgage Loans with respect to which this Agreement is terminated.
**Authorizations
.

Any of the persons whose signatures and titles appear on Exhibit A hereto areauthorized, acting singly, to act for the Purchaser, the Seller or theElectronic Agent, as the case may be, under this Agreement. The parties maychange the information on Exhibit A hereto from time to time but each of theparties shall be entitled to rely conclusively on the then current exhibit untilreceipt of a superseding exhibit.
**Amendments
.

This Agreement may be amended or otherwise modified from time to time only bywritten agreement of the Purchaser, the Seller, the Electronic Agent, andMERS.
**Severabilitv
.

If any provision of this Agreement is declared invalid by any court ofcompetent jurisdiction, such invalidity shall not affect any other provision,and this Agreement shall be enforced to the fullest extent required by law.
**Binding Effect
.

This Agreement shall be binding and inure to the benefit of the partieshereto and their respective successors and assigns.
**GOVERNING LAW; JURISDICTION
.
**THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THELAW OF THE STATE OF NEW YORK.

THE PURCHASER, THE SELLER, THE ELECTRONIC AGENT AND MERS EACH IRREVOCABLYAGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR IN ANY MANNER RELATING TOTHIS AGREEMENT MAY BE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK, OR IN THEU.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY THE EXECUTIONAND DELIVERY OF THIS AGREEMENT EXPRESSLY AND IRREVOCABLY ASSENT AND SUBMIT TOTHE NONEXCLUSIVE JURISDICTION OF ANY SUCH COURTS IN ANY SUCH ACTION ORPROCEEDING.
Waiver of Jury Trial
.
**THE PURCHASER, THE SELLER, THE ELECTRONIC AGENT AND MERS EACH IRREVOCABLYAGREES TO WAIVE ITS RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING AGAINST ITARISING OUT OF, OR RELATED IN ANY MANNER TO, THIS AGREEMENT OR ANY RELATEDAGREEMENT.
Execution
.

This Agreement may be executed in one or more counterparts and by thedifferent parties hereto on separate counterparts, each of which, when soexecuted, shall be deemed to be an original; such counterparts, together, shallconstitute one and the same agreement.
**Cumulative Rights
.

The rights, powers and remedies of the Electronic Agent, MERS, the Seller andthe Purchaser under this Agreement shall be in addition to all rights, powersand remedies given to the Electronic Agent, MERS, the Seller and the Purchaserby virtue of any statute or rule of law, or any other agreement, all of whichrights, powers and remedies shall be cumulative and may be exercisedsuccessively or concurrently without impairing the Purchaser's rights in theMortgage Loans.
**Status of Electronic Agent
.

Nothing herein contained shall be deemed or construed to create apartnership, joint venture between the parties hereto and the services of theElectronic Agent and MERS shall be rendered as independent contractors for thePurchaser and the Seller. Other than the obligations of the Electronic Agent andMERS expressly set forth herein, the Electronic Agent and MERS shall have nopower or authority to act as agent for the Purchaser or the Seller pursuant toany grant of authority made under or pursuant to this Agreement.
**Most Favored Status
.

The Electronic Agent and MERS each agree that should any other Person enterinto an agreement similar to this Agreement which by its terms is more favorableto such other Person, the terms of this Agreement shall be deemed automaticallyamended to include each additional more favorable provision contained in suchagreement. The Electronic Agent, MERS and the Seller further agree to(a) promptly provide to Purchaser notice of any such terms and(b) execute and deliver an amendment to this Agreement evidencing suchprovisions, provided that neither the failure to deliver such notice nor theexecution of such amendment shall not be a precondition to the effectiveness ofsuch amendment, but shall merely be for the convenience of the partieshereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Purchaser, the Seller, the Electronic Agent and MERShave duly executed this Agreement as of the date first above written.

E-LOAN, INC.,****************************************************