*Confidential Treatment Requested **Exhibit 10.11**MARKETING, PROMOTION, DISTRIBUTION AND RELATED SERVICES AGREEMENT**
This MARKETING, PROMOTION, DISTRIBUTION AND RELATED SERVICES AGREEMENT("Agreement") dated as of April 15, 2002, is made by and between zipRealty, Inc., aCalifornia corporation having an office at 2000 Powell Street, Suite 1555, Emeryville, California94608 ("zipRealty") and E-LOAN, Inc., a Delaware corporation ("E-LOAN") having an officeat 5875 Arnold Road, Suite 100, Dublin, CA.  94568 ("E-LOAN") zipRealty and  E-LOAN,collectively, are referred to herein, as the "Parties."
****
WHEREAS, zipRealty, is a licensed corporate real estate broker in the States of California,Washington, Arizona, Texas, Georgia, Virginia, Massachusetts, Maryland, Illinois, and the Districtof Columbia, and maintains a web site, located athttp://www.zipRealty.com/ (the "zipRealty Website")through which zipRealty provides Real Estate Brokerage Services (as defined below) to consumers whovisit the zipRealty Website; and

WHEREAS, zipRealty has developed the zipRealty Website through which zipRealty advertises andmarkets various products and services; and

WHEREAS, E-LOAN is an online lender that maintains an Internet website located at the URL"www.eloan.com" (the "E-LOAN Website"),****through****which E-LOANoffers to consumers who visit the E-LOAN Website, among other things, mortgage loans to one or morelenders, mortgage related services, and provides related mortgage information; and 

WHEREAS the Parties wish to develop a program utilizing technological interconnectivities, jointtrademark and trade name identification, Internet advertising and other means for the purpose ofmarketing E-LOAN's mortgage services to zipRealty's customers, as allowed under local, state, andfederal law; and

WHEREAS, E-LOAN is licensed as a mortgage broker and/or mortgage banker, or is otherwiseauthorized to originate mortgage loans, in all states; and

WHEREAS the Parties wish to develop a program utilizing technological interconnectivities, jointtrademark and trade name identification, Internet advertising and other means for the purpose ofmarketing E-LOAN to zipRealty's customers, as applicable and allowed under local, state, and federallaw; and

 

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and forother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows:
**DEFINITIONS

"Affiliate of" means an entity that, directly or indirectly through one or moreintermediaries, controls, or is controlled by, or is under common control with a Party.  
**"Applicable Law"  means all applicable legal requirements, including, withoutlimitation, all administrative, local, state, and federal laws and regulations, including, but notlimited to, federal consumer protection laws such as the Truth in Lending Act, Real EstateSettlement Procedures Act ("RESPA"), Equal Credit Opportunity Act,  Fair Credit ReportingAct, Fair Credit and Charge Card Disclosure Act, Electronic Fund Transfer Act, Telemarketing andConsumer Fraud and Abuse Prevention Act, Home Equity Loan Consumer Protection Act, Identity TheftAssumption and Deterrence Act of 1998, the Gramm-Leach-Bliley Act, state laws and regulations; anyvalid order (including RESPA, and other state and federal regulatory orders), verdict, judgment,consent decree, or injunction; and other disclosures, notices, and forms, as required byadministrative, local, state, and federal laws, rules, and regulations.
**"Brokerage Services" For purposes of this Agreement, "Brokerage Services"means licensed real estate brokerage services rendered to, or on behalf of another person (the"Principal") that are intended to assist the Principal in a transaction for the purchase,sale, lease or exchange of real property on terms acceptable to the Principal, including but notlimited to representing the Principal in offering to sell, purchase, lease or exchange realproperty, negotiating the terms and conditions of a transaction involving the conveyance of aninterest in real estate, advertising the willingness of a Principal to enter into a transaction forthe conveyance of an interest in real estate, listing real estate for sale, or lease, assisting ordirecting in procurement of prospects who may be willing to enter into a transaction for thepurchase, sale, lease or exchange of real property or the referral of a Principal to anotherlicensed broker to provide any or all of the services listed in this paragraph in exchange forcompensation. Nothing in this definition shall commit or require zipRealty to perform all of theservices listed in furtherance of the Agreement.
**"Co-Branded Site" is a website developed by both Parties that contains the colorscheme and branding of zipRealty with a reference to E-LOAN that can be found athttp://www.eloan.com/ziprealty, is maintained, accessedand transmitted in a secure environment and in compliance with security specifications equal tothose provided on the E-LOAN web site.
**"Effective Date"  means April 15, 2002.
**"Launch Date" means April 15, 2002.
**2.	zipRealty Advertising and Marketing Services.  Pursuant to the terms, conditionsand provisions of this Agreement, zipRealty shall perform the following advertising, marketing andpromotional services:  
**2.1	Program Links. zipRealty shall establish and maintain one or more technologicalinterconnectives (each a "Program Link") on the zipRealty home page, and other web pages of thezipRealty Website in a location or locations at as mutually agreed to by both Parties, that willenable customers who are interested in utilizing the E-LOAN Services to be forwarded to theCo-Branded Site from the zipRealty Website.
**2.2	Co-Branded Website. zipRealty and E-LOAN shall design, establish and maintaina Co-Branded Site containing mortgage calculators and related services, and loan application pages thatenable visitors to the site to apply to E-LOAN for a mortgage loan. The Co-Branded Site shallcontain both zipRealty and E-LOAN logos and marks, and navigation tabs through which visitors to theCo-Branded Site may link to the E-LOAN Website. The co-branded application pages shall be viewableonly by applicants who visit the Co-Branded Site through a Program Link established under thisAgreement. The Co-Branded Site shall be hosted and maintained by E-LOAN.
**2.3	Advertising and Marketing. zipRealty shall, in consultation with E-LOAN, developand execute an advertising and marketing program, which may include direct response programs,including without limitation e-mail and/or direct mail, to advertise and market E-LOAN's mortgageservices to zipRealty's customers. The advertising and marketing services to be performed byzipRealty are described on the attached Exhibit A.
**2.4	Reporting. zipRealty and  E-LOAN shall have a mutual duty to report on a periodicbasis the results of its marketing and advertising activities, as described in Exhibits A and B,respectively.
**2.5	Exclusivity.  In order to maximize the effect of the advertising and marketingservices provided by zipRealty under this Agreement, zipRealty hereby grants to E-LOAN the right andprivilege to be the exclusive, integrated provider of home mortgage content for the zipRealtyWebsite, and shall not perform advertising and marketing services, during the term of thisAgreement, for persons or websites that offer home mortgage content substantially similar to thecontent provided on the E-LOAN Website, excluding any co-branded websites that zipRealty maymaintain with other entities for which zipRealty does not have unilateral control over websitecontent. Nothing in this Agreement or any exhibit, attachment or addendum hereto, shall be deemed tolimit or restrict zipRealty's ability to enter into any agreement with any other company foracquisition of customers or registrations, which agreement restricts zipRealty's ability to marketE-LOAN's services to those customers or registrants.
**3.	 E-LOAN Support Services.

3.1	Technical Assistance.  E-LOAN shall provide zipRealty with technical assistancereasonably requested by zipRealty to allow zipRealty to incorporate mortgage-related evaluationtools within the zipRealty Website, allowing zipRealty customers to calculate, among other things,the dollar value of the mortgage for which they would likely qualify, the monthly payments that theycan reasonably afford and their actual monthly payments.
**3.2	Toll-Free Telephone Number. E-LOAN shall provide zipRealty with a toll-freetelephone number dedicated exclusively for zipRealty customers and agents, and a  loan teamdedicated exclusively to assist zipRealty real estate brokerage customers with their home financingneeds.
**3.3	Contact Information. E-LOAN shall provide zipRealty with contact information forE-LOAN customers in zipRealty markets who are receiving loan pre-approvals from E-LOAN and whoindicate that they are not working with a real estate agent, provided that the customers expresslyagree to have their contact information released to zipRealty.
**3.4	 Additional E-LOAN Support Services. To support the advertising and marketingefforts of zipRealty, E-LOAN shall perform the support services described on the attached ExhibitB.
**4.	Compensation.  As compensation for zipRealty's advertising, marketing,promotional, communication, website maintenance, clerical, and administrative services providedpursuant to this Agreement, E-LOAN shall pay zipRealty monthly marketing fees as set forth below.The monthly marketing fee is due and payable in advance, on or before the  first (1st)day of such month. All such fees shall be made via wire transfer in accordance with instructions tobe provided by zipRealty.

May 2002
$[ ** ]
June 2002
$[ ** ]
July 2002
$[ ** ]
August 2002
$[ ** ]
September 2002
$[ ** ]
October 2002
$[ ** ]
November 2002
$[ ** ]
December 2002
$[ ** ]
January 2003
$[ ** ]
February 2003
$[ ** ]
March 2003
$[ ** ]
April 2003
$[ ** ]
Total
$[ ** ]
**4.1	**Mutual Representations Concerning Compensation.  The Parties warrantand represent that the amount of compensation paid to zipRealty for the performance of theadvertising, marketing, promotional, communication, website maintenance, clerical and administrativeservices, and for any other goods, services, or facilities provided by zipRealty to E-LOAN, ascontemplated by and described in this Agreement, both is fair and reasonably related to the value ofsuch goods, facilities, and services without regard to the value or volume of mortgage businessresulting therefrom.**4.2	Compensation Must Conform to Law. Compensation under this Agreement will be subjectto change by mutual agreement of the parties, to the extent necessary to comply with any ApplicableLaw including, but not limited to the Real Estate Settlement Procedures Act (RESPA).  If, in thereasonable discretion of either Party, the compensation arrangements fail to comply with anyApplicable Law, or either Party is advised by counsel or a regulatory body with jurisdiction overits activities to terminate or modify the Agreement or compensation arrangements to achievecompliance, the other Party shall cooperate to the extent necessary to achieve compliance,including, but not limited to executing any appropriate amendments to the Agreement, or, if nomodification can be agreed to that maintains the original spirit of the Agreement, opting to cancelthe Agreement in its entirety.
**4.3	Adjustments.  If any regulatory authority with jurisdiction over the Partiesdetermines that the compensation paid in consideration of the activities conducted hereunderviolates or would violate any applicable Law or rule, the Parties agree that appropriate adjustmentswill be made to vitiate the effect of such violation.
**5.	Intentionally Omitted.****6.	Covenants of the Parties.
**6.1	Website Operation. Each Party shall operate and maintain its website, and use allcommercially reasonable efforts to maintain the availability and accessibility of its website, on a24-hour, seven days per week basis, excluding routine maintenance. Neither Party shall be heldliable for website downtime due to technical problems relating to the Internet or experienced bywebsite service providers, nor for website downtime resulting from any cause, provided that theParty whose website is down uses commercially reasonable and diligent efforts to restore websiteoperation as quickly as possible.
**6.2	Compliance with Law.  Each Party shall perform all of its activities, obligationsand responsibilities contemplated under this Agreement in compliance with all Applicable Laws. 
**6.3	**Cooperation**. Each Party shall cooperate and work in good faith with oneanother to create and establish the Program Links, the Co-Branded Site, and implement the businessarrangement described in this Agreement as promptly as possible.
**6.4	Audit.  Each Party has the right to audit, upon reasonable written notice of notless than fifteen (15) days to the other Party (at the requesting Party's expense), during normalbusiness hours and at the other Party's principal office, such other Party's records and proceduresrelating to applications pertaining to the Program (unless prohibited from doing so in accordancewith Applicable Law or confidentiality agreements with third Parties). Such other Party shallreasonably cooperate with the requesting Party during any such audit. In no event shall either Partyhave the right to audit the other Party more than once in a twelve (12) month period, nor shalleither Party have the right to conduct a audit of the other Party more than twelve (12) months afterthe termination of this Agreement or any extension thereto.
**6.5	**Public Announcements**. zipRealty and E-LOAN each agree to consult witheach other prior to any press releases or public announcement to news organizations relating to thisAgreement and/or the business relationship created herein and will mutually approve the timing,content and method of dissemination of any such announcements. Neither Party shall issue a pressrelease or make a public announcement directly or indirectly mentioning the other Party, without theother Party's prior written consent, such consent not to be unreasonable withheld.
**7.	Representations and Warranties of the Parties.  As of the date of thisAgreement, and throughout the Term, each Party hereby represents and warrants to the other Party,the following:
**7.1	Due Organization and Good Standing.   Each Party is a corporation, duly organized,validly existing, and is qualified and authorized to transact business in, and is in good standingunder the laws of, the jurisdiction of its organization and each jurisdiction in which it performsor will perform its obligations under this Agreement, or is otherwise doing business or is otherwiseexempt under applicable Law from such qualification.
**7.2	Authority and Capacity. Each  Party represents that the person executing thisAgreement has the power, authority and capacity to execute, deliver, and perform its obligationsunder this Agreement, and has  been duly authorized by all necessary corporate action. ThisAgreement constitutes a valid and legally binding agreement enforceable in accordance with itsterms, subject to bankruptcy laws and other similar laws of general application affecting rights ofcreditors and subject to the application of the rules of equity, including those respecting theavailability of specific performance.
**7.3	Consent; Litigation.   No consent or approval of any other Party or any court orgovernmental authority is required in connection with the execution, delivery, performance, validityor enforceability of this Agreement.  There is no pending claim, cause of action, governmentalaction or litigation that, if determined adversely, would affect the Representing Party's ability toperform its obligations hereunder.  This Agreement will not result in a default under any otheragreement to which the Parties are  bound. 
**7.4	Regulatory Authorization. The Parties represent that,  throughout the term ofthis Agreement each Party will remain, duly licensed, authorized and certified in good standing byall applicable governmental regulatory authorities to conduct and operate its business as it is nowconducted and to perform its duties and obligations  contemplated under this Agreement and pursuantto all Applicable Laws.
**7.5	Ownership of Trademarks.  Each Party owns or has received permission to use itstrademarks and service marks, free and clear of all liens, encumbrances, and claims of any kind.Each Party's use of its trademarks and service marks is lawful, and does not infringe or violate theintellectual property rights of any person. 
**8.	Trademark Licenses.

8.1	Grant by zipRealty.  zipRealty hereby grants to E-LOAN a limited, non-exclusive,non-transferable, royalty-free license, effective throughout the Term, to use, display and publishthe logos, trademarks, service marks of zipRealty (the "zipRealty Marks") solely as permittedhereunder.  Any use of the zipRealty Marks by E-LOAN must comply with any reasonable usageguidelines communicated by zipRealty to E-LOAN from time to time.  Nothing contained in thisAgreement will give E-LOAN any right, title or interest in or to the zipRealty Marks or the goodwillassociated therewith, except for the limited usage rights expressly provided above.  E-LOANacknowledges and agrees that, as between zipRealty and E-LOAN, zipRealty is the sole owner of allrights in and to the zipRealty Marks.  
**8.2	Grant by E-LOAN.  E-LOAN hereby grants to zipRealty a limited, non-exclusive,non-transferable, royalty-free license, effective throughout the Term, to use, display and publish thelogos, trademarks, service marks of E-LOAN (the "E-LOAN Marks") solely as permitted hereunder.  Anyuse of the E-LOAN Marks by zipRealty must comply with any reasonable usage guidelines communicatedby E-LOAN to zipRealty from time to time.  Nothing contained in this Agreement will give zipRealtyany right, title or interest in or to the E-LOAN Marks or the goodwill associated therewith, exceptfor the limited usage rights expressly provided above. zipRealty acknowledges and agrees that, asbetween E-LOAN and zipRealty, E-LOAN is the sole owner of all rights in and to the E-LOAN Marks.
**9.	Customer Privacy and Confidentiality of Information.****9.1	Confidential Information. Each Party and their respective affiliates, directors,officers, employees, authorized representatives, agents and advisors (including without limitation,attorneys, accountants, consultants, bankers and financial advisors) shall keep confidential allinformation concerning the other party's proprietary business procedures, products, services,operations, marketing materials, fees, policies or plans and all Nonpublic Personal Information ofthe other party that is received or obtained during the negotiation or performance of the Agreement,whether such information is oral or written, and whether or not labeled as confidential by suchparty (collectively "Confidential Information"). "Nonpublic Personal Information" shall include allpersonally identifiable financial information and any list, description or other grouping ofconsumers, and publicly available information pertaining to them, that is derived using anypersonally identifiable financial information that is not publicly available, and shall furtherinclude all "nonpublic personal information" as defined by federal regulations implementing theGramm-Leach-Bliley Act, as amended from time to time. "Personally identifiable financialinformation" means any information a consumer provides to a party in order to obtain a financialproduct or service, any information a party otherwise obtains about a consumer in connection withproviding a financial product or service to that consumer, and any information about a consumerresulting from any transaction involving a financial product or service between a party and aconsumer. Personally identifiable information may include, without limitation, a consumer's firstand last name, physical address, zip code, email address, phone number, social security number,birth date, and any other information that itself identifies or when tied to the above information,may identify a consumer. 
**9.2	Use of Confidential Information. For as long as Confidential Information is inpossession of a Party, such Party shall take reasonable steps, at least substantially equivalent tothe steps it takes to protect its own proprietary information, to prevent the use, duplication ordisclosure of Confidential Information, other than, by or to its employees or agents who aredirectly involved in negotiating or performing this Agreement and who are apprised of theirobligations under this Section and directed by the receiving Party to treat such informationconfidentially, or except as required by law or by a supervising regulatory agency of a receivingParty (with information as to the amount of, and manner of calculating the Purchase Price redactedwhere permitted). Neither Party shall disclose, share, rent, sell or transfer to any third Party anyConfidential Information of the other Party. The Parties shall use Confidential Information only asnecessary to perform this Agreement.
**9.3	Privacy Policies. Each Party's Privacy Notices and Privacy Policies are consistentwith the Federal Trade Commission's procedures, rules and regulations, as applicable and as amendedfrom time to time, and comply with acceptable trade practices. 
**9.4	Return of Information; Indemnity. Upon the termination or expiration of thisAgreement, or upon the request of the disclosing Party, the other Party shall promptly return allConfidential Information received in connection with this Agreement, and shall promptly destroy suchmaterials containing such information (and any copies, extracts, and summaries thereof), to theextent permitted by law, and shall further provide the other Party with written confirmation of suchreturn or destruction upon request. In the event a Party discovers that Confidential Information hasbeen used in an unauthorized manner or disclosed in violation of this Section, the Party discoveringthe unauthorized use or disclosure shall immediately notify the other Party of such event, and theParty who allowed the Confidential Information to be used in an unauthorized manner or disclosed inviolation of this Section shall indemnify and hold the other Party harmless from all claims, damage,liability, costs and expenses (including court costs and reasonable attorneys' fees) arising orresulting from the unauthorized use or disclosure. In addition, the non-disclosing Party shall beentitled to all other remedies available at law or equity, including injunctive relief.  
**10.	Term and**Termination**.  
**10.1	**Term; Termination Without Cause**. The term of this Agreement shall commenceon the Effective Date of this Agreement and continue until April 30, 2003 (the "Term");provided, however, that either Party may terminate this Agreement at any time during the Term, forconvenience and without cause, upon thirty (30) days prior written notice to the other Party.  Inaddition, this Agreement may be terminated as follows:
**10.2	Material Breach. By either Party for a material breach of this Agreement so longas the non-breaching Party seeking to terminate this Agreement has provided written notice to theother Party describing such material breach and the actions that must be taken to cure such breach,and the breaching Party fails to cure such material breach to the reasonable satisfaction of thenon-breaching Party within twenty (20) days after receipt of such notice, provided,however, that if the nature of the breach is such that it is not susceptible to cure, thebreaching Party shall not have any right to cure and this Agreement shall terminate immediately;or
**10.3	Insolvency. By either Party immediately, and the Parties shall have no furtherobligations under this Agreement other than the payment of compensation already earned, if eitherParty: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) ceases todo business as a going concern; or (vi) a petition is filed by or against such Party under anybankruptcy or insolvency laws and such petition is not dismissed within thirty (30) days afterfiling.
**10.4	Fraud. By either Party immediately, if the other Party is found to have engaged in fraud,unfair dealing, or in violation of any Applicable Law.
**10.5	Discontinuance of Operations or Website.  By either Party, at its option, uponfifteen (15) days written notice, in the event that either Party discontinues its website or ceasesto provide substantially the same services as provided for herein.  
**10.6	Post-Termination Rights. In the event of termination or expiration of thisAgreement, the Compensation due under Section 4 of this Agreement shall be pro-rated as of theeffective date of termination or expiration, and E-LOAN shall continue to process, in due course,any mortgage loan applications submitted by consumers who visit the Co-Branded Site and apply for amortgage loan prior to termination or expiration of this Agreement. 
**11.	Indemnification.****11.1	Mutual Indemnity. Each Party (in such capacity, referred to as"Indemnitor") shall indemnify and hold the other Party and its respective shareholders,directors, officers, employees, representatives, agents, servants, successors, and assigns(collectively "Indemnitee") harmless from and shall reimburse Indemnitee for any losses,damages, deficiencies, claims, causes of action or expenses of any nature (including reasonableattorneys' fees and expenses) incurred by Indemnitee arising out of or resulting from any breach ofany warranty, representation covenant or obligation of Indemnitor under this Agreement. 
**11.2	Indemnification Procedures.   After either Party obtains knowledge of any claim,action, suit or proceeding (collectively a "Claim") for which it believes is entitled toindemnification under this Agreement, it shall promptly notify the other Party of such Claim inwriting within ten (10) days after such knowledge.  Each Party shall cooperate with the other inevery reasonable manner (at the Indemnitor's sole expense) to facilitate the defense of any Claimsubject to indemnification hereunder. Indemnitee's failure to promptly notify Indemnitor of a Claimshall not relieve the Indemnitor from any liability under this Section to the extent that Indemnitoris not materially adversely affected by such delay.  With respect to each such notice, theIndemnitor shall, at the Indemnitee's option, immediately take all action necessary to minimize anyrisk or loss to the Indemnitee, including retaining counsel satisfactory to the Indemnitee and takesuch other actions as are necessary to defend the Indemnitee or to discharge the indemnityobligations under this Section.  If the Indemnitor does not timely and adequately conduct suchdefense, the Indemnitee may, at its option and at Indemnitor's expense, conduct such defense,contest, litigate or settle the Claim using counsel of its own choice without prejudice to its rightof indemnification under this Section.  The Indemnitor shall pay on demand any liability incurred bythe Indemnitee under this Section. The Indemnitor shall not settle any claim in which the Indemniteeis named without the prior written consent of the Indemnitee, which consent shall not beunreasonably withheld.   The Indemnitee shall have the right to be represented by counsel at its ownexpense in any such contest, defense, litigation or settlement conducted by the Indemnitor.
**12.	Miscellaneous.

12.1	Relationship.  The relationship between zipRealty and E-LOAN shall 

be that of independent contractors and neither Party shall be or represent itself to be an agent,employee, or joint venture of the other, nor shall either Party have or represent itself to have anypower or authority to act for, bind or commit the other.
**12.2	Survival.  The provision of Sections 6.4, 7, 9, 11 and 12 shall survivetermination of this Agreement. 
**12.3	Waiver of Certain Damages.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FORANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR OTHER SPECIAL DAMAGES RELATED IN ANY WAY TO THEPARTIES' OBLIGATIONS UNDER THIS AGREEMENT.
**12.4	No Waiver of Defaults.  Any waiver of breach or default pursuant to this Agreementwill not be a waiver of any other subsequent default.  Failure or delay by either Party to enforceany term or condition of this Agreement will not constitute a waiver of such term or condition.
**12.5	Severability.  To the extent that any provision of this Agreement is found by acourt of competent jurisdiction to be invalid or unenforceable, that provision notwithstanding, theremaining provisions of this Agreement will remain in full force and effect and such invalid orunenforceable provision will be deleted.
**12.6	Assignment.  Neither Party may assign, voluntarily, by operation of law, orotherwise, any rights or delegate any duties under this Agreement without the other Party's priorwritten consent, and any attempt to do so without that consent will be void.

	
**12.7	Notices. All notices required or permitted under this Agreement must be in writingand shall be deemed effectively given: (i) upon delivery, when delivered personally against receipttherefor; (ii) upon delivery when sent by certified mail, postage prepaid and return receiptrequested; (iii) upon transmission, when transmitted by telecopier, facsimile, telex or otherelectronic transmission method including E-mail, provided that receipt is confirmed and notice issent by certified mail, postage prepaid and return receipt requested; or (iv) upon delivery, whensent by Federal Express or other nationally recognized overnight delivery service.  Any such noticeshall be sent to the Party to whom notice is intended to be given at its address as shown below:

If to zipRealty:

                        zipRealty, Inc.                           2000 Powell Street, Suite 1555                           Emeryville, CA 94608                           Attention: Gary Beasley                           Facsimile Number: 510.735.2850                           E-mail Address: garyb@ziprealty.com

with a copy to Martin Plack, Esq., Facsimile Number (510) 735-2852, E-mail Address:                        martin@ziprealty.com.

If to E-LOAN:

                            E-LOAN, Inc                      5875 Arnold Road               Dublin, CA 94568               Attention: Matthew Murray   Facsimile Number: 925.556.2914   E-mail Address: matthewm@eloan.com
with a copy to Edward A. Giedgowd, General Counsel, Facsimile Number (925) 803-3503, E-mailAddress: edg@eloan.com
**12.8	Amendment.  No alteration, waiver, cancellation, or any other change ormodification in any term or condition of this Agreement will be valid or binding on either Partyunless made in writing and signed by duly authorized representatives of both Parties.
**12.9	Governing Law.  This Agreement shall be governed by and construed in accordancewith the laws of the State of California without giving effect to its conflicts of law provisions.Both Parties agree to submit to exclusive jurisdiction in California, and further agree that anycause of action arising under this Agreement may be brought in a court in Contra Costa County,County, California.
**12.10	Entire Agreement.  The terms and conditions herein contained, including allExhibits hereto, constitute the entire agreement between the Parties with respect to the subjectmatter of this Agreement and supersede any previous and contemporaneous agreements andunderstandings, whether oral or written, between the Parties hereto with respect to the subjectmatter hereof.  There are no other agreements, understandings, representations, or promises betweenthe Parties with respect to the subject matter of this Agreement.  
**12.11	Counterparts.  This Agreement may be executed in one or more counterparts,including facsimiles, each of which will be deemed to be a duplicate original, but all of which,taken together, will be deemed to constitute a single instrument.**
					**zipRealty, Inc.**
By:	  _____________________________

Name: 	__________________________________

Title: 	__________________________________

Date:__________________________________
**E-LOAN, Inc.**
By:	_______________________________        

Name: 	__________________________________

Title: 	__________________________________

Date:	____________________________________

                                                       *Confidential Treatment Requested **EXHIBIT A

zipRealty Advertising and Marketing Services**
 
zipRealty either has or will  place or add the following features, E-LOANlogos or links, as applicable, on the zipRealty Website as part of zipRealty's July platform/websitereleases 6.9 (July 10, 2002) , 6.91 (scheduled for July 21, 2002) or later versions, as indicatedbelow. 

A link to the zipRealty Mortgage Center titled "Get Pre-Approved"at the top of every zipRealty home search results page.   This link shall be included in release6.91.

A link on the zipRealty Buy a Home Tab/My zipRealty page adding "SecureFinancing" to the Process Diagram.  The first step of the process will be changed to"Search for Homes/Get Pre-Approved" to highlight the importance of pre-approval early inthe process. This link shall be included in release 6.91.

Add a pop-up screen or other feature to prompt potential buyers submittingon-line offers to get "Pre-Approved" prior to submitting the offer in order to give theoffer more weight.  Additionally, serve-up a pop-up or other feature to customers when they scheduletheir first visit. This feature shall be included in version 6.91.

Add a text link to the zipRealty Mortgage Center from the zipRealty Buy aHome Tab for New Construction with the following, or similar, language .  "Finance your dreamhome - visit the zipRealty Mortgage Center to see how much home you can afford".  This linkshall be included in version 6.91.

Add the following zipTips to the zipRealty Resource Center:  Finance YourHome; Getting Pre-Approved; Learning Your Credit Score; and Affordability Calculator.  Each of theselinks will link a customer to the appropriate pages on the zipRealty Mortgage Center.  Also adaptexisting zipTips to reference Loans and Mortgages, where appropriate, and link to the zipRealtyMortgage Center. Portions of these modifications shall be completed in version 6.9.1 and the balanceshall be completed in future releases..

Add a to the zipRealty Mortgage Center from all loan calculators whichprompts the user to "Get pre-approved".  This link shall
be included in version6.9.1.

Add text links to the zipRealty Mortgage Center from the zipRealty Sell MyHouse Tab and the Sell My House Tab Landing Page with the following, or similar, language"Getting ready to buy a new house?  Visit the zipRealty Mortgage Center to find out how muchyou can afford and get Pre-Approved" .  These links shall
be included in a futurerelease.

Add E-LOAN, and its logo, to the list of service providers for all pageswhere all service providers are mentioned.  

Add a text link to the zipRealty Mortgage Center from the pre-login "Buya Home page" "Mortgage Pre-approval -- Let zipRealty and our partner, E-LOAN, help you find theright mortgage."

Add a text link to the zipRealty Mortgage Center from the Resource Centerwith the following language: "Mortgages -- Work with zipRealty and our partner, E-LOAN, to getpre-approved and find the mortgage that's right for you."

Add a "Mortgage Center provided by E-LOAN" button and text links containingthe following, or similar language,  to the zipRealty Home Page: "Find the right mortgage", "Getpre-approved" and "Today's interest rates". 

zipRealty shall develop and implement an e-mail marketing program thatpromotes the zipRealty Mortgage Center.  zipRealty to provide E-LOAN with the exact number of valid,active email addresses currently available in the zipRealty database, broken out by customersegment, excluding those customers who have either opted-out of receiving this type of email, orwere acquired through a third party company with whom zipRealty has an agreement at the time thecustomer was acquired which prohibits this type of marketing.  All e-mails in the marketing programshall be sent by zipRealty in order to protect the privacy of its customers and shall be conductedin accordance with zipRealty's Privacy Policy and Applicable Law. zipRealty shall send e-mailspromoting the zipRealty Mortgage Center to all of zipRealty's existing and future customers,excluding those customers who have either opted-out of receiving this type of email, or wereacquired through a third party company with whom zipRealty has an agreement at the time the customerwas acquired which prohibits this type of marketing.  

            This e-mail marketing program will include:

[ ** ]
**Schedule A-1

TLC e-mails

 **
[ ** ]
**Schedule A-2**

[ ** ]   

                                                       *Confidential Treatment Requested **EXHIBIT B

E-LOAN Support Services**E-LOAN shall provide zipRealty with weekly reports from April 15, 2002,onward, containing the following information, including the associated zip codes for each data pointto maximize usefulness of the information:

Total hits to the Co-Branded Site (no zip codes  required);

Total number of loan applications submitted;

Total number of loan applications approved/denied;

Total number of locked loans;

Total number of funded loans; and

With respect to applicants who expressly consent to the sharing of suchinformation, the 

number of applications from applicants identified as clients of a specificzipRealty agent, and the identity of the agent;

identity of the applicant's zipRealty agent; and

specific property's zip code.

E-LOAN shall make a presentation at all zipRealty New Agent trainingprograms. All E-LOAN presentations must be provided by E-LOAN to zipRealty at least one week inadvance of presentation for approval and incorporation by zipRealty into the overall trainingprogram.  Also one week in advance, E-LOAN shall confirm who will be representing E-LOAN at thefollowing training session.  E-LOAN representatives must arrive on time, and be dressed inappropriate, professional, business attire (no jeans, tee shirts, etc.).  As a point of information,zipRealty presenters typically wear a coat and tie (or the equivalent for women) to portray aprofessional image to the new agents.

E-LOAN to cooperate with zipRealty in providing Affiliated BusinessRelationship Disclosures ("ABA Disclosure"), as required by Applicable Law.

In addition to other disclosures deemed necessary by the Parties, E-LOANshall post and maintain throughout the Term of this Agreement, the following language on theCo-Branded Site: "
zipRealty is not in the business of originating home loans, nor licensed tooriginate home loans. E-Loan is licensed or otherwise authorized to originate loans in all states.zipRealty, Inc. has anaffiliated business arrangement with E-LOAN
" with a text link to the ABADisclosure.

With respect to applicants who expressly consent to the sharing of suchinformation, and to the extent permitted by Applicable Law, E-LOAN shall share with such applicant'szipRealty agent the progress of such applicant's loan application, and shall send an e-mail to theapplicable zipRealty agent and to Des Stone at zipRealty, or such other person designed byzipRealty, on a daily basis, detailing status changes for all such applicants (new pre-approvals, aswell as prior pre-approvals that have been subsequently denied, along with the reason for suchdenial), the amount of each pre-approval and the zipRealty agent, if any, associated with theapplicant. E-LOAN shall add language and content to the Mortgage Center to provide that theforegoing application information will be shared with zipRealty and zipRealty agents, if theapplicant applies to E-LOAN for a loan through the Mortgage Center.

                                                       *Confidential Treatment Requested**********************************************************************************************************************