EXHIBIT 10.19

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                            E-LOAN AUTO FUND ONE, LLC


       This Limited Liability Company Agreement (together with the schedules
attached hereto, this "AGREEMENT") of E-LOAN Auto Fund One, LLC (the "COMPANY"),
is entered into by E-LOAN, Inc., a Delaware corporation, as the sole equity
member (the "MEMBER"), and Benjamin B. Abedine and Dean A. Christiansen, as the
Special Members (as defined on SCHEDULE A hereto). Capitalized terms used and
not otherwise defined herein have the meanings set forth on SCHEDULE A hereto.

       The Member, by execution of this Agreement, hereby forms the Company as a
limited liability company pursuant to and in accordance with the Delaware
Limited Liability Company Act (6 Del. C.ss.18-101 ET SEQ.), as -- --- amended
from time to time (the "ACT"), and this Agreement, and the Member and Benjamin
B. Abedine and Dean A. Christiansen hereby agree as follows:

Section 1.    NAME.

       The name of the limited liability company formed hereby is E-LOAN Auto
Fund One, LLC.

Section 2.    PRINCIPAL BUSINESS OFFICE.

       The principal business office of the Company shall be located at c/o
E-LOAN, Inc., 5875 Arnold Road, Dublin, California 94568 or such other location
as may hereafter be determined by the Member.

Section 3.    REGISTERED OFFICE.

       The address of the registered office of the Company in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

Section 4.    REGISTERED AGENT.

       The name and address of the registered agent of the Company for service
of process on the Company in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, Delaware 19801.

Section 5.    MEMBERS.

       (a)    The mailing address of the Member is set forth on SCHEDULE B
attached hereto. The Member was admitted to the Company as a member of the
Company upon its execution of a counterpart signature page to this Agreement.
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       (b)    Subject to SECTION 9(J), the Member may act by written consent.

       (c)    Upon the occurrence of any event that causes the Member to cease
to be a member of the Company (other than (i) upon an assignment by the Member
of all of its limited liability company interest in the Company and the
admission of the transferee as a Member pursuant to SECTIONS 21 and 23, or (ii)
the resignation of the Member and the admission of a substitute Member of the
Company pursuant to SECTIONS 22 and 23), each person acting as an Independent
Director pursuant to SECTION 10 shall, without any action of any Person and
simultaneously with the Member ceasing to be a member of the Company,
automatically be admitted to the Company as a Special Member and shall continue
the Company without dissolution. No Special Member may resign from the Company
or transfer its rights as Special Member unless (i) a successor Special Member
has been admitted to the Company as Special Member by executing a counterpart to
this Agreement, and (ii) such successor has also accepted its appointment as
Independent Director pursuant to SECTION 10; PROVIDED, HOWEVER, the Special
Members shall automatically cease to be members of the Company upon the
admission to the Company of a substitute Member. Each Special Member shall be a
member of the Company that has no interest in the profits, losses and capital of
the Company and has no right to receive any distributions of Company assets.
Pursuant to Section 18-301 of the Act, a Special Member shall not be required to
make any capital contributions to the Company and shall not receive a limited
liability company interest in the Company. A Special Member, in its capacity as
Special Member, may not bind the Company. Except as required by any mandatory
provision of the Act, each Special Member, in its capacity as Special Member,
shall have no right to vote on, approve or otherwise consent to any action by,
or matter relating to, the Company, including, without limitation, the merger,
consolidation or conversion of the Company. In order to implement the admission
to the Company of each Special Member, each person acting as an Independent
Director pursuant to SECTION 10 shall execute a counterpart to this Agreement
signifying its consent to being admitted as a Special Member pursuant to this
Section. Prior to its admission to the Company as Special Member, each person
acting as an Independent Director pursuant to SECTION 10 shall not be a member
of the Company.

Section 6.    CERTIFICATES.

       Maria L. Principe is hereby designated as an "authorized person" within
the meaning of the Act, and has executed, delivered and filed the Certificate of
Formation of the Company with the Secretary of State of the State of Delaware.
Upon the filing of the Certificate of Formation with the Secretary of State of
the State of Delaware, her powers as an "authorized person" ceased, and the
Member thereupon became the designated "authorized person" and shall continue as
the designated "authorized person" within the meaning of the Act. The Member or
an Officer shall execute, deliver and file any other certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to
do business in California and in any other jurisdiction in which the Company may
wish to conduct business. The existence of the Company as a separate legal
entity shall continue until cancellation of the Certificate of Formation as
provided in the Act.

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Section 7.    PURPOSES.

       (a)    The purpose to be conducted or promoted by the Company is to
engage in the following business and financial activities:

              (i)    entering into and performing obligations under one or more
                     agreements pursuant to which the Company may purchase,
                     receive contributions of or otherwise acquire retail
                     automobile or light duty truck loans or installment sales
                     contracts and the related rights associated therewith;

              (ii)   entering into and performing obligations under one or more
                     loan agreements to be entered into with a lender, a
                     medium-term note conduit or a commercial paper conduit;

              (iii)  entering into and performing obligations under any credit
                     agreement, liquidity agreement, credit enhancement
                     agreement, pooling and servicing agreement, certificate or
                     note purchase agreement, underwriting agreement, private
                     placement memorandum or other similar agreement or document
                     in connection with any securitization.

              (iv)   securing such obligations with a collateral assignment of
                     the Company's retail automobile or light duty truck loans
                     or installment sales contracts and related rights and
                     assets;

              (v)    entering into and performing obligations under agreements
                     reasonably related to transactions described in (i), (ii),
                     (iii) and (iv) above, including without limitation,
                     interest rate hedge agreements (all such agreements,
                     together with related certificates or other documents, the
                     "TRANSACTION DOCUMENTS"); and

              (vi)   engaging in any lawful act or activity and to exercise any
                     powers permitted to limited liability companies organized
                     under the laws of Delaware that are related or incidental
                     to and necessary, convenient or advisable for the
                     accomplishment of the above-mentioned purposes.

       (b)    The Company, by or through the Member, or any Director or Officer
on behalf of the Company, may enter into and perform the Transaction Documents
and all other documents, agreements, certificates or financing statements
contemplated thereby or related thereto (other than those pertaining to any
Material Action unless approved as provided in this Agreement), all without any
further act, vote or approval of the Member or any Director or Officer
notwithstanding any other provision of this Agreement, the Act or applicable
law, rule or regulation.

Section 8.    POWERS.

       Subject to SECTION 9(J), the Company, and the Board of Directors and the
Officers of the Company on behalf of the Company, (i) shall have and exercise
all powers necessary, convenient or incidental to accomplish its purposes as set
forth in SECTION 7 and (ii) shall have and exercise

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all of the powers and rights conferred upon limited liability companies formed
pursuant to the Act; PROVIDED, HOWEVER, that neither the Company nor the Board
of Directors or Officers of the Company on behalf of the Company shall have or
exercise any powers not permitted "Qualifying SPEs" (within the meaning of
Statement of Financial Accounting Standard No. 140 ("FAS 140")) under FAS 140 or
any successor accounting standard thereto.

Section 9.    MANAGEMENT.

       (a)    BOARD OF DIRECTORS. Subject to SECTION 9(J), the business and
affairs of the Company shall be managed by or under the direction of a Board of
one or more Directors designated by the Member. Subject to SECTION 10, the
Member may determine at any time in its sole and absolute discretion the number
of Directors to constitute the Board. The authorized number of Directors may be
increased or decreased by the Member at any time in its sole and absolute
discretion, upon notice to all Directors, and subject in all cases to SECTION
10. The initial number of Directors shall be six, two of which shall be
Independent Directors pursuant to SECTION 10. Each Director elected, designated
or appointed by the Member shall hold office until a successor is elected and
qualified or until such Director's earlier death, resignation, expulsion or
removal. Each Director shall execute and deliver the Directors' Agreement.
Directors need not be a Member. The initial Directors designated by the Member
are listed on SCHEDULE D hereto.

       (b)    POWERS. Subject to SECTION 9(J), the Board of Directors shall have
the power to do any and all acts necessary, convenient or incidental to or for
the furtherance of the purposes described herein, including all powers,
statutory or otherwise. Subject to SECTION 7, the Board of Directors has the
authority to bind the Company.

       (c)    MEETING OF THE BOARD OF DIRECTORS. The Board of Directors of the
Company may hold meetings, both regular and special, within or outside the State
of Delaware. Regular meetings of the Board may be held without notice at such
time and at such place as shall from time to time be determined by the Board.
Special meetings of the Board may be called by the President on not less than
one day's notice to each Director by telephone, facsimile, mail, telegram or any
other means of communication, and special meetings shall be called by the
President or Secretary in like manner and with like notice upon the written
request of any one or more of the Directors.

       (d)    QUORUM: ACTS OF THE BOARD. At all meetings of the Board, a
majority of the Directors shall constitute a quorum for the transaction of
business and, except as otherwise provided in any other provision of this
Agreement, the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the Directors present at such meeting may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee, as the case may be.

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       (e)    ELECTRONIC COMMUNICATIONS. Members of the Board, or any committee
designated by the Board, may participate in meetings of the Board, or any
committee, by means of telephone conference or similar communications equipment
that allows all Persons participating in the meeting to hear each other, and
such participation in a meeting shall constitute presence in Person at the
meeting. If all the participants are participating by telephone conference or
similar communications equipment, the meeting shall be deemed to be held at the
principal place of business of the Company.

       (f)    COMMITTEES OF DIRECTORS.

              (i)    The Board may, by resolution passed by a majority of the
                     whole Board, designate one or more committees, each
                     committee to consist of one or more of the Directors of the
                     Company. The Board may designate one or more Directors as
                     alternate members of any committee, who may replace any
                     absent or disqualified member at any meeting of the
                     committee.

              (ii)   In the absence or disqualification of a member of a
                     committee, the member or members thereof present at any
                     meeting and not disqualified from voting, whether or not
                     such members constitute a quorum, may unanimously appoint
                     another member of the Board to act at the meeting in the
                     place of any such absent or disqualified member.

              (iii)  Any such committee, to the extent provided in the
                     resolution of the Board, and subject to, in all cases,
                     SECTIONS 9(J) and 10, shall have and may exercise all the
                     powers and authority of the Board in the management of the
                     business and affairs of the Company. Such committee or
                     committees shall have such name or names as may be
                     determined from time to time by resolution adopted by the
                     Board. Each committee shall keep regular minutes of its
                     meetings and report the same to the Board when required.

       (g)    COMPENSATION OF DIRECTORS; EXPENSES. The Board shall have the
authority to fix the compensation of Directors. The Directors may be paid their
expenses, if any, of attendance at meetings of the Board, which may be a fixed
sum for attendance at each meeting of the Board or a stated salary as Director.
No such payment shall preclude any Director from serving the Company in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.

       (h)    REMOVAL OF DIRECTORS. Unless otherwise restricted by law, any
Director or the entire Board of Directors may be removed or expelled, with or
without cause, at any time by the Member, and, subject to SECTION 10, any
vacancy caused by any such removal or expulsion may be filled by action of the
Member.

       (i)    DIRECTORS AS AGENTS. To the extent of their powers set forth in
this Agreement and subject to SECTION 9(J), the Directors are agents of the
Company for the purpose of the Company's business, and the actions of the
Directors taken in accordance with such powers set forth in this Agreement shall
bind the Company. Notwithstanding the last sentence of Section

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18-402 of the Act, except as provided in this Agreement or in a resolution of
the Directors, a Director may not bind the Company.

       (j)    LIMITATIONS ON THE COMPANY'S ACTIVITIES.

              (i)    This SECTION 9(J) is being adopted in order to comply with
                     certain provisions required in order to qualify the Company
                     as a "special purpose" entity.

              (ii)   The Member shall not, so long as any Obligation is
                     outstanding, amend, alter, change or repeal the definition
                     of "Independent Director" or SECTIONS 5(C), 7, 8, 9, 10,
                     16, 20, 21, 22, 23, 24, 25, 26 or 31 or SCHEDULE A of this
                     Agreement without the unanimous written consent of the
                     Board (including all Independent Directors, PROVIDED,
                     HOWEVER, that the Board may not vote on, or authorize any
                     such amendment, unless there are at least two Independent
                     Directors then serving in such capacity). Subject to this
                     SECTION 9(J), the Member reserves the right to amend,
                     alter, change or repeal any provisions contained in this
                     Agreement in accordance with SECTION 31.

              (iii)  Notwithstanding any other provision of this Agreement and
                     any provision of law that otherwise so empowers the
                     Company, the Member, the Board, any Officer or any other
                     Person, neither the Member nor the Board nor any Officer
                     nor any other Person shall be authorized or empowered, nor
                     shall they permit the Company, without the prior unanimous
                     written consent of the Member and the Board (including all
                     Independent Directors), to take any Material Action,
                     PROVIDED, HOWEVER, that the Board may not vote on, or
                     authorize the taking of any Material Action, unless there
                     are at least two Independent Directors then serving in such
                     capacity.

              (iv)   The Board and the Member shall cause the Company to do or
                     cause to be done all things necessary to preserve and keep
                     in full force and effect its existence, rights (charter and
                     statutory) and franchises; PROVIDED, HOWEVER, that the
                     Company shall not be required to preserve any such right or
                     franchise if the Board (including all Independent
                     Directors) shall determine that the preservation thereof is
                     no longer desirable for the conduct of its business and
                     that the loss thereof is not disadvantageous in any
                     material respect to the Company. The Board also shall cause
                     the Company to:

                     (A)    have its own business office (which, however, may be
                            within the premises of and leased from the Member)
                            at which will be maintained its own separate limited
                            liability company books and records;

                     (B)    observe all requirements of the Act, the Certificate
                            of Formation and this Agreement;

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                     (C)    compensate all consultants and agents directly, from
                            its own bank account, for services provided to it by
                            such consultants and agents, and pay its own
                            liabilities and expenses only out of its own funds;

                     (D)    readily identify and allocate any sharing of
                            overhead expenses between the Company and the
                            Member;

                     (E)    preserve its limited liability company form and hold
                            itself out to the public and all other Persons as a
                            separate legal entity from the Member and all other
                            Persons;

                     (F)    strictly observe and maintain separate financial
                            records and separate financial statements which are
                            and will continue to be maintained to reflect its
                            assets and liabilities which will be subject to
                            audit by independent public accountants;

                     (G)    declare and pay all dividends in accordance with
                            law, the provisions of its organic documents, and
                            the provisions of the Transaction Documents;

                     (H)    maintain its assets and liabilities in such a manner
                            that its individual assets and liabilities can be
                            readily and inexpensively identified from those of
                            the Member or any other Person, including any other
                            subsidiary or affiliate of the Member;

                     (I)    maintain its own bank accounts and books of account
                            and records separate from the Member or any other
                            subsidiary or affiliate of the Member or any other
                            Person;

                     (J)    avoid commingling or pooling of its funds or other
                            assets or liabilities with those of the Member or
                            any other subsidiary or affiliate of the Member or
                            any other Person, except with respect to the
                            temporary commingling of collections and except with
                            respect to the Member's retention of certain books
                            and records of the Company and except to the extent
                            that the provisions of the Transaction Documents can
                            be said to permit such commingling;

                     (K)    properly reflect in its financial records all
                            monetary transactions between it and the Member or
                            any other subsidiary or affiliate of the Member or
                            any other Person;

                     (L)    file its own tax returns, if any, as may be required
                            under applicable law, to the extent (1) not part of
                            a consolidated group filing a consolidated return or
                            returns or (2) not treated as a division for tax
                            purposes of another taxpayer, and pay any taxes so
                            required to be paid under applicable law;

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                     (M)    maintain an arm's length relationship with its
                            Affiliates and the Member and correct any known
                            misunderstanding regarding its separate identity;

                     (N)    not hold out its credit or assets as being available
                            to satisfy the obligations of the Member or any
                            other Person;

                     (O)    use separate stationery, invoices and checks bearing
                            its own name and conduct its own business in its own
                            name;

                     (P)    except as contemplated by the Transaction Documents,
                            not pledge its assets for the benefit of, or make
                            any loans or advances to, the Member or any other
                            Person;

                     (Q)    maintain adequate capital in light of its
                            contemplated business purpose, transactions and
                            liabilities;

                     (R)    cause the Directors, Officers, agents and other
                            representatives of the Company to act at all times
                            with respect to the Company consistently and in
                            furtherance of the foregoing and in the best
                            interests of the Company.

                     Failure of the Company, or the Member or the Board on
                     behalf of the Company, to comply with any of the foregoing
                     covenants or any other covenants contained in this
                     Agreement shall not affect the status of the Company as a
                     separate legal entity or the limited liability of the
                     Member or the Directors.

              (v)    So long as any Obligation is outstanding, the Member and
                     the Board shall not cause or permit the Company to:

                     (A)    except as contemplated by the Transaction Documents,
                            guarantee any obligation of any Person, including
                            any Affiliate;

                     (B)    engage, directly or indirectly, in any business
                            other than the actions required or permitted to be
                            performed under SECTION 7, the Transaction Documents
                            or this SECTION 9(J);

                     (C)    incur, create or assume any indebtedness other than
                            as expressly permitted under the Transaction
                            Documents;

                     (D)    make or permit to remain outstanding any loan or
                            advance to, or own or acquire any stock or
                            securities of, the Member or any other Person,
                            except that the Company may invest in those
                            investments permitted under the Transaction
                            Documents and may make any advance required or
                            expressly permitted to be made pursuant to any
                            provisions of the Transaction Documents and permit
                            the same to remain outstanding in accordance with
                            such provisions;

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                     (E)    to the fullest extent permitted by law, engage in
                            any dissolution, liquidation, consolidation, merger,
                            asset sale or transfer of ownership interests other
                            than such activities as are expressly permitted
                            pursuant to any provision of the Transaction
                            Documents; or

                     (F)    form, acquire or hold any subsidiary (whether
                            corporate, partnership, limited liability company or
                            other).

Section 10.   INDEPENDENT DIRECTOR.

       As long as any Obligation is outstanding, the Member shall cause the
Company at all times to have at least two Independent Directors who will be
appointed by the Member. To the fullest extent permitted by law, including
Section 18-1101(c) of the Act, the Independent Directors shall consider only the
interests of the Company, including its respective creditors, in acting or
otherwise voting on the matters referred to in SECTION 9(J)(III). No resignation
or removal of an Independent Director, and no appointment of a successor
Independent Director, shall be effective until such successor (i) shall have
accepted his or her appointment as an Independent Director by a written
instrument, which may be a counterpart signature page to the Directors'
Agreement, and (ii) shall have executed a counterpart to this Agreement as
required by SECTION 5(C). In the event of a vacancy in the position of
Independent Director, the Member shall, as soon as practicable, appoint a
successor Independent Director. All right, power and authority of the
Independent Directors shall be limited to the extent necessary to exercise those
rights and perform those duties specifically set forth in this Agreement. Except
as provided in the second sentence of this SECTION 10, in exercising their
rights and performing their duties under this Agreement, any Independent
Director shall have a fiduciary duty of loyalty and care similar to that of a
director of a business corporation organized under the General Corporation Law
of the State of Delaware. No Independent Director shall at any time serve as
trustee in bankruptcy for any Affiliate of the Company.

Section 11.   OFFICERS.

       (a)    OFFICERS. The initial Officers of the Company shall be designated
by the Member. The additional or successor Officers of the Company shall be
chosen by the Board and shall consist of at least a President, a Secretary and a
Treasurer. The Board of Directors may also choose one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers. Any number of offices may be
held by the same person. The Board shall choose a President, a Secretary and a
Treasurer. The Board may appoint such other Officers and agents as it shall deem
necessary or advisable who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board. The salaries of all Officers and agents of the Company shall
be fixed by or in the manner prescribed by the Board. The Officers of the
Company shall hold office until their successors are chosen and qualified or
until such Officer's earlier death, resignation, expulsion or removal. Any
Officer may be removed at any time, with or without cause, by the affirmative
vote of a majority of the Board. Any vacancy occurring in any office of the
Company shall be filled by the Board. The initial Officers of the Company
designated by the Member are listed on SCHEDULE E hereto.

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       (b)    PRESIDENT. The President shall be the chief executive officer of
the Company, shall preside at all meetings of the Board, shall be responsible
for the general and active management of the business of the Company and shall
see that all orders and resolutions of the Board are carried into effect. The
President or any other Officer authorized by the President or the Board shall
execute all bonds, mortgages and other contracts, except: (i) where required or
permitted by law or this Agreement to be otherwise signed and executed,
including SECTION 7(B); (ii) where signing and execution thereof shall be
expressly delegated by the Board to some other Officer or agent of the Company,
and (iii) as otherwise permitted in SECTION 11(C).

       (c)    VICE PRESIDENT. In the absence of the President or in the event of
the President's inability to act, the Vice President, if any (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice Presidents, if any, shall perform such other duties and
have such other powers as the Board may from time to time prescribe.

       (d)    SECRETARY AND ASSISTANT SECRETARY. The Secretary shall be
responsible for filing legal documents and maintaining records for the Company.
The Secretary shall attend all meetings of the Board and record all the
proceedings of the meetings of the Company and of the Board in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required. The Secretary shall give, or shall cause to be given, notice of all
meetings of the Member, if any, and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall serve. The Assistant Secretary, or
if there be more than one, the Assistant Secretaries in the order determined by
the Board (or if there be no such determination, then in order of their
election), shall, in the absence of the Secretary or in the event of the
Secretary's inability to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.

       (e)    TREASURER AND ASSISTANT TREASURER. The Treasurer shall have the
custody of the Company funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositories as may be designated by the Board.
The Treasurer shall disburse the funds of the Company as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and to the Board, at its regular meetings or when the Board so
requires, an account of all of the Treasurer's transactions and of the financial
condition of the Company. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board may from time
to time prescribe.

       (f)    OFFICERS AS AGENTS. The Officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Board
not inconsistent with this Agreement, are agents of the Company for the purpose
of the Company's business and, subject to

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SECTION 9(J), the actions of the Officers taken in accordance with such powers
shall bind the Company.

       (g)    DUTIES OF BOARD AND OFFICERS. Except to the extent otherwise
provided herein, each Director and Officer shall have a fiduciary duty of
loyalty and care similar to that of directors and officers of business
corporations organized under the General Corporation Law of the State of
Delaware.

Section 12.   LIMITED LIABILITY.

       Except as otherwise expressly provided by the Act, the debts, obligations
and liabilities of the Company, whether arising in contract, tort or otherwise,
shall be the debts, obligations and liabilities solely of the Company, and
neither the Member nor the Special Members nor any Director shall be obligated
personally for any such debt, obligation or liability of the Company solely by
reason of being a Member, Special Member or Director of the Company.

Section 13.   CAPITAL CONTRIBUTIONS.

       The Member has contributed to the Company cash or property of an agreed
value as listed on Schedule B attached hereto. In accordance with Section 5(c),
the Special Members shall not be required to make any capital contributions to
the Company.

Section 14.   ADDITIONAL CONTRIBUTIONS.

       The Member is not required to make any additional capital contribution to
the Company. However, the Member may make additional capital contributions to
the Company at any time. To the extent that the Member makes an additional
capital contribution to the Company, the Member shall revise Schedule B of this
Agreement. The provisions of this Agreement, including this Section 14, are
intended to benefit the Member and the Special Members and, to the fullest
extent permitted by law, shall not be construed as conferring any benefit upon
any creditor of the Company (and no such creditor of the Company shall be a
third-party beneficiary of this Agreement) and the Member and the Special
Members shall not have any duty or obligation to any creditor of the Company to
make any contribution to the Company or to issue any call for capital pursuant
to this Agreement.

Section 15.   ALLOCATION OF PROFITS AND LOSSES.

       The Company's profits and losses shall be allocated to the Member.

Section 16.   DISTRIBUTIONS.

Distributions shall be made to the Member at the times and in the aggregate
amounts determined by the Board. Notwithstanding any provision to the contrary
contained in this Agreement, the Company shall not be required to make a
distribution to the Member on account of its interest in the Company if such
distribution would violate Section 18-607 of the Act or any other applicable law
or any Transaction Document.


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Section 17.   BOOKS AND RECORDS.

         The Board shall keep or cause to be kept complete and accurate books of
account and records with respect to the Company's business. The books of the
Company shall at all times be maintained by the Board. The Member and its duly
authorized representatives shall have the right to examine the Company books,
records and documents during normal business hours. The Company, and the Board
on behalf of the Company, shall not have the right to keep confidential from the
Member any information that the Board would otherwise be permitted to keep
confidential from the Member pursuant to Section 18-305(c) of the Act. The
Company's books of account shall be kept using the method of accounting
determined by the Member. The Company's independent auditor, if any, shall be an
independent public accounting firm selected by the Member.

Section 18.   REPORTS.

       (a)    Within 45 days after the end of each fiscal quarter, the Board
shall cause to be prepared an unaudited report setting forth as of the end of
such fiscal quarter:

              (i)    unless such quarter is the last fiscal quarter, a balance
                     sheet of the Company; and

              (ii)   unless such quarter is the last fiscal quarter, an income
                     statement of the Company for such fiscal quarter.

       (b)    The Board shall use diligent efforts to cause to be prepared and
distributed to the Member, within 90 days after the end of each fiscal year, an
audited or unaudited report setting forth as of the end of such fiscal year:

              (i)    a balance sheet of the Company;

              (ii)   an income statement of the Company for such fiscal year;
                     and

              (iii)  a statement of the Member's capital account.

       (c)    The Board shall, after the end of each fiscal year, use reasonable
efforts to cause the Company's independent accountants, if any, to prepare and
transmit to the Member as promptly as possible any such tax information as may
be reasonably necessary to enable the Member to prepare its federal, state and
local income tax returns relating to such fiscal year.

Section 19.   OTHER BUSINESS.

       The Member, the Special Members and any Affiliate of the Member or the
Special Members may engage in or possess an interest in other business ventures
(unconnected with the Company) of every kind and description, independently or
with others. The Company shall not have any rights in or to such independent
ventures or the income or profits therefrom by virtue of this Agreement.

                                      -12-
<PAGE>


Section 20.   EXCULPATION AND INDEMNIFICATION.

       (a)    Neither the Member nor the Special Members nor any Officer,
Director, employee or agent of the Company nor any employee, representative,
agent or Affiliate of the Member or the Special Members (collectively, the
"COVERED PERSONS ") shall be liable to the Company or any other Person who has
an interest in or claim against the Company for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such Covered
Person in good faith on behalf of the Company and in a manner reasonably
believed to be within the scope of the authority conferred on such Covered
Person by this Agreement, except that a Covered Person shall be liable for any
such loss, damage or claim incurred by reason of such Covered Person's gross
negligence or willful misconduct.

       (b)    To the fullest extent permitted by applicable law, a Covered
Person shall be entitled to indemnification from the Company for any loss,
damage or claim incurred by such Covered Person by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person by this Agreement, except that no
Covered Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Covered Person by reason of such Covered
Person's gross negligence or willful misconduct with respect to such acts or
omissions; provided, however, that any indemnity under this Section 20 by the
Company shall be provided out of and to the extent of Company assets only, and
the Member and the Special Members shall not have personal liability on account
thereof; and provided further, that so long as any Obligation is outstanding, no
indemnity payment from funds of the Company (as distinct from funds from other
sources, such as insurance) of any indemnity under this Section 20 shall be
payable from amounts allocable to any other Person pursuant to the Transaction
Documents.

       (c)    To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by a Covered Person defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by the Company
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Company of an undertaking by or on behalf of the Covered
Person to repay such amount if it shall be determined that the Covered Person is
not entitled to be indemnified as authorized in this Section 20.

       (d)    A Covered Person shall be fully protected in relying in good faith
upon the records of the Company and upon such information, opinions, reports or
statements presented to the Company by any Person as to matters the Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, or any other facts pertinent to the
existence and amount of assets from which distributions to the Member might
properly be paid.

       (e)    To the extent that, at law or in equity, a Covered Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Company or to any other Covered Person, a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person for
its good faith reliance on the provisions of this Agreement or any approval or
authorization granted by the Company or any other Covered Person. The provisions
of this

                                      -13-
<PAGE>


Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Member
and the Special Members to replace such other duties and liabilities of such
Covered Person.

       (f)    The foregoing provisions of this Section 20 shall survive any
termination of this Agreement.

Section 21.   ASSIGNMENTS.

       The Member may assign in whole or in part its limited liability company
interest in the Company; provided, HOWEVER, that so long as any Obligation
remains outstanding, the Member may not assign all or any portion of its limited
liability company interest in the Company. Subject to SECTION 23, if the Member
transfers all of its limited liability company interest in the Company pursuant
to this SECTION 21, the transferee shall be admitted to the Company as a member
of the Company upon its execution of an instrument signifying its agreement to
be bound by the terms and conditions of this Agreement, which instrument may be
a counterpart signature page to this Agreement. Such admission shall be deemed
effective immediately prior to the transfer and, immediately following such
admission, the transferor Member shall cease to be a member of the Company.
Notwithstanding anything in this Agreement to the contrary, any successor to the
Member by merger or consolidation in compliance with the Transaction Documents
shall, without further act, be the Member hereunder, and such merger or
consolidation shall not constitute an assignment for purposes of this Agreement
and the Company shall continue without dissolution.

Section 22.   RESIGNATION.

       So long as any Obligation is outstanding, the Member may not resign,
except as permitted under the Transaction Documents. If the Member is permitted
to resign pursuant to this SECTION 22, an additional member of the Company shall
be admitted to the Company, subject to SECTION 23, upon its execution of an
instrument signifying its agreement to be bound by the terms and conditions of
this Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the
resignation and, immediately following such admission, the resigning Member
shall cease to be a member of the Company.

Section 23.   ADMISSION OF ADDITIONAL MEMBERS.

       One or more additional members of the Company may be admitted to the
Company with the written consent of the Member; PROVIDED, HOWEVER, that,
notwithstanding the foregoing, so long as any Obligation remains outstanding, no
additional Member may be admitted to the Company.

Section 24.   DISSOLUTION.

       (a)    Subject to SECTION 9(J), the Company shall be dissolved, and its
affairs shall be wound up upon the first to occur of the following: (i) the
termination of the legal existence of the last remaining member of the Company
or the occurrence of any other event which terminates the continued membership
of the last remaining member of the Company in the Company unless

                                      -14-
<PAGE>


the business of the Company is continued in a manner permitted by this Agreement
or the Act or (ii) the entry of a decree of judicial dissolution under Section
18-802 of the Act. Upon the occurrence of any event that causes the last
remaining member of the Company to cease to be a member of the Company, to the
fullest extent permitted by law, the personal representative of such member is
hereby authorized to, and shall, within 90 days after the occurrence of the
event that terminated the continued membership of such member in the Company,
agree in writing (i) to continue the Company and (ii) to the admission of the
personal representative or its nominee or designee, as the case may be, as a
substitute member of the Company, effective as of the occurrence of the event
that terminated the continued membership of the last remaining member of the
Company in the Company.

       (b)    Notwithstanding any other provision of this Agreement, the
Bankruptcy of the Member or a Special Member shall not cause the Member or
Special Member, respectively, to cease to be a member of the Company and upon
the occurrence of such an event, the business of the Company shall continue
without dissolution.

       (c)    Notwithstanding any other provision of this Agreement, each of the
Member and the Special Members waives any right it might have to agree in
writing to dissolve the Company upon the Bankruptcy of the Member or a Special
Member, or the occurrence of an event that causes the Member or a Special Member
to cease to be a member of the Company.

       (d)    In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.

       (e)    The Company shall terminate when (i) all of the assets of the
Company, after payment of or due provision for all debts, liabilities and
obligations of the Company shall have been distributed to the Member in the
manner provided for in this Agreement and (ii) the Certificate of Formation
shall have been canceled in the manner required by the Act.

Section 25.   WAIVER OF PARTITION; NATURE OF INTEREST.

       Except as otherwise expressly provided in this Agreement, to the fullest
extent permitted by law, each of the Member and the Special Members hereby
irrevocably waives any right or power that such Person might have to cause the
Company or any of its assets to be partitioned, to cause the appointment of a
receiver for all or any portion of the assets of the Company, to compel any sale
of all or any portion of the assets of the Company pursuant to any applicable
law or to file a complaint or to institute any proceeding at law or in equity to
cause the dissolution, liquidation, winding up or termination of the Company.
The Member shall not have any interest in any specific assets of the Company,
and the Member shall not have the status of a creditor with respect to any
distribution pursuant to SECTION 16 hereof. The interest of the Member in the
Company is personal property.

Section 26.   BENEFITS OF AGREEMENT; NO THIRD-PARTY RIGHTS.

       None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditor of the Company or by any creditor of the Member or a
Special Member except for the

                                      -15-
<PAGE>


provisions of SECTIONS 5(C), 9(j), 10, 20(B), 23, 24(B), and 31, which will be
enforceable by Holders of Debt Obligations (such provisions, the "THIRD-PARTY
BENEFIT PROVISIONS"). Nothing in this Agreement other than the Third-Party
Benefit Provisions shall be deemed to create any right in any Person (other than
Covered Persons) not a party hereto, and this Agreement shall not be construed
in any respect to be a contract in whole or in part for the benefit of any third
Person (except as provided in SECTION 29) and except for the Third-Party Benefit
Provisions.

Section 27.   SEVERABILITY OF PROVISIONS.

       Each provision of this Agreement shall be considered severable and if for
any reason any provision or provisions herein are determined to be invalid,
unenforceable or illegal under any existing or future law, such invalidity,
unenforceability or illegality shall not impair the operation of or affect those
portions of this Agreement which are valid, enforceable and legal.

Section 28.   ENTIRE AGREEMENT.

       This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof.

Section 29.   BINDING AGREEMENT.

       Notwithstanding any other provision of this Agreement, the Member agrees
that this Agreement, including, without limitation, SECTIONS 7, 8, 9, 10, 20,
21, 22, 23, 24, 26, 29 and 31, constitutes a legal, valid and binding agreement
of the Member, and is enforceable against the Member by the Independent
Directors, Covered Person and Holders of Debt Obligations, in accordance with
its terms. In addition, the Independent Directors, Covered Person and Holders of
Debt Obligations shall be intended beneficiaries of this Agreement.

Section 30.   GOVERNING LAW.

       This Agreement shall be governed by and construed under the laws of the
State of Delaware (without regard to conflict of laws principles), all rights
and remedies being governed by said laws.

Section 31.   AMENDMENTS.

       Subject to SECTION 9(J), this Agreement may be modified, altered,
supplemented or amended pursuant to a written agreement executed and delivered
by the Member. Notwithstanding anything to the contrary in this Agreement, so
long as any Obligation is outstanding, this Agreement may not be modified,
altered, supplemented or amended without the consent of a Majority in Interest.

       Notwithstanding the foregoing, subject to SECTIONS 21, 22 and 23, the
Company may amend SCHEDULE B hereto in accordance with SECTION 14 without the
prior written consent of any party.

                                      -16-
<PAGE>


Section 32.   COUNTERPARTS.

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

Section 33.   NOTICES.

Any notices required to be delivered hereunder shall be in writing and
personally delivered, mailed or sent by telecopy, electronic mail or other
similar form of rapid transmission, and shall be deemed to have been duly given
upon receipt (a) in the case of the Company, to the Company at its address in
SECTION 2, (b) in the case of the Member, to the Member at its address as listed
on SCHEDULE B attached hereto and (c) in the case of either of the foregoing, at
such other address as may be designated by written notice to the other party.

Section 34.   EFFECTIVENESS.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as
of the time of the filing of the Certificate of Formation with the Office of the
Delaware Secretary of State on [____________], 2002.

                  [Remainder of Page Intentionally Left Blank]

                                      -17-
<PAGE>


       IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement as of the
21st day of May, 2002.

                                       MEMBER:

                                       E-LOAN, INC.


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:

                                       SPECIAL MEMBERS:

                                       E-LOAN, INC.



                                       -----------------------------------------
                                       Name: Benjamin B. Abedine



                                       -----------------------------------------
                                       Name: Dean A. Christiansen



                                      -18-
<PAGE>


                                   SCHEDULE A

                                   DEFINITIONS

A.     Definitions

       When used in this Agreement, the following terms not otherwise defined
herein have the following meanings:

       "ACT" has the meaning set forth in the preamble to this Agreement.

       "AFFILIATE" means, with respect to any Person, any other Person which
directly or indirectly controls, is controlled by, or is under common control
with, such Person. The term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, and the term "controlled" shall have a meaning
correlative to the foregoing.

       "AGREEMENT" means this Limited Liability Company Agreement of the
Company, together with the schedules attached hereto, as amended, restated or
supplemented or otherwise modified from time to time.

       "BANKRUPTCY" means, with respect to any Person, if such Person (i) makes
an assignment for the benefit of creditors, (ii) files a voluntary petition in
bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it
an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a
petition or answer seeking for itself any reorganization, arrangement,
composition, readjustment, liquidation or similar relief under any statute, law
or regulation, (v) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against it in any
proceeding of this nature, (vi) seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of the Person or of all or any
substantial part of its properties, or (vii) if 120 days after the commencement
of any proceeding against the Person seeking reorganization, arrangement,
composition, readjustment, liquidation or similar relief under any statute, law
or regulation, if the proceeding has not been dismissed, or if within 90 days
after the appointment without such Person's consent or acquiescence of a
trustee, receiver or liquidator of such Person or of all or any substantial part
of its properties, the appointment is not vacated or stayed, or within 90 days
after the expiration of any such stay, the appointment is not vacated. The
foregoing definition of "Bankruptcy" is intended to replace and shall supersede
and replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and
18-304 of the Act.

       "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

       "CERTIFICATE OF FORMATION" means the Certificate of Formation of the
Company filed with the Secretary of State of the State of Delaware on May 21,
2002, as amended or amended and restated from time to time.

       "COMPANY" means E-LOAN Auto Fund One, LLC, a Delaware limited liability
company.

                                      A-1
<PAGE>


       "COVERED PERSONS" has the meaning set forth in SECTION 20(A).

       "DEBT OBLIGATIONS" means, as of any date of determination, debt
securities issued by and loans in respect of money borrowed by the Company;
PROVIDED, HOWEVER, that "Debt Obligations" does not include debt securities held
by or loans from the Member or its Affiliates.

       "DIRECTORS" means the Persons elected to the Board of Directors from time
to time by the Member, including the Independent Directors, in their capacity as
managers of the Company. A Director is hereby designated as a "manager" of the
Company within the meaning of Section 18-101(10) of the Act.

       "DIRECTORS' AGREEMENT" means the agreement of the Directors in the form
attached hereto as SCHEDULE C. The Directors' Agreement shall be deemed
incorporated into, and a part of, this Agreement.

       "HOLDER" means the holder of record of a Debt Obligation.

       "INDEPENDENT DIRECTOR" means a natural person who, for the five- year
period prior to his or her appointment as Independent Director has not been, and
during the continuation of his or her service as Independent Director is not:
(i) an employee, director, stockholder, partner or officer of the Company or any
of its Affiliates (other than his or her service as an Independent Director of
the Company or any of its Affiliates); (ii) a customer or supplier of the
Company or any of its Affiliates; or (iii) any member of the immediate family of
a person described in (i) or (ii).

       "MAJORITY IN INTEREST" means the Holders of Debt Obligations evidencing
more than 50% by outstanding principal amount of all Debt Obligations.

       "MATERIAL ACTION" means to institute proceedings to have the Company be
adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Company or file a petition seeking, or
consent to, reorganization or relief with respect to the Company under any
applicable federal or state law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or a substantial part of its property, or make
any assignment for the benefit of creditors of the Company, or admit in writing
the Company's inability to pay its debts generally as they become due, or, to
the fullest extent permitted by law, take action in furtherance of any such
action.

       "MEMBER" means E-LOAN, Inc., a Delaware corporation, as the initial
member of the Company, and includes any Person admitted as an additional member
of the Company or a substitute member of the Company pursuant to the provisions
of this Agreement, each in its capacity as a member of the Company; PROVIDED,
HOWEVER, the term "Member" shall not include the Special Members.

       "OBLIGATIONS" shall mean the indebtedness, liabilities and obligations of
the Company under or in connection with this Agreement, the other Transaction
Documents or any related document in effect as of any date of determination.

                                      A-2
<PAGE>


       "OFFICER" means an officer of the Company described in SECTION 11.

       "OFFICER'S CERTIFICATE" means a certificate signed by any Officer of the
Company who is authorized to act for the Company in matters relating to the
Company.

       "PERSON" means an individual, partnership, joint venture, corporation,
national banking association, trust, limited liability company, other entity,
association or unincorporated organization, and a government or agency or
political subdivision thereof.

       "SPECIAL MEMBER" means, upon such person's admission to the Company as a
member of the Company pursuant to SECTION 5(C), a person acting as Independent
Director, in such person's capacity as a member of the Company. A Special Member
shall only have the rights and duties expressly set forth in this Agreement.

       "TRANSACTION DOCUMENTS" has the meaning set forth in SECTION 7 of this
Agreement.

B.     Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural
forms of the defined terms. The words "include" and "including" shall be deemed
to be followed by the phrase "without limitation." The terms "herein," "hereof"
and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Section, paragraph or subdivision. The Section
titles appear as a matter of convenience only and shall not affect the
interpretation of this Agreement. All Section, paragraph, clause, Exhibit or
Schedule references not attributed to a particular document shall be references
to such parts of this Agreement.

                                      A-3
<PAGE>


                                   SCHEDULE B
                                   ----------
                              (as of May 21, 2002)

                                     MEMBER

                                               AGREED VALUE OF        MEMBERSHIP
   NAME           MAILING ADDRESS           CAPITAL CONTRIBUTION       INTEREST
   ----           ---------------           --------------------       --------


E-LOAN, Inc.     5875 Arnold Road                [           ]            100%
                 Dublin, California 94568


                                      B-1
<PAGE>


                                   SCHEDULE C

                              DIRECTORS' AGREEMENT

                                  May 21, 2002


E-LOAN Auto Fund One, LLC
c/o E-LOAN, Inc.
5875 Arnold Road
Dublin, California 94568

Re:      DIRECTORS' AGREEMENT -- E-LOAN AUTO FUND ONE, LLC

Ladies and Gentlemen:

For good and valuable consideration, each of the undersigned Persons, who have
been designated as directors of E-LOAN Auto Fund One, LLC, a Delaware limited
liability company (the "COMPANY"), in accordance with the Limited Liability
Company Agreement of the Company, dated as of May 21, 2002, as it may be amended
or restated from time to time (the "LLC AGREEMENT"), hereby agree as follows:

       1.     Each of the undersigned accepts such person's rights and authority
as a Director (as defined in the LLC Agreement) under the LLC Agreement and
agrees to perform and discharge such person's duties and obligations as a
Director under the LLC Agreement, and further agrees that such rights,
authorities, duties and obligations under the LLC Agreement shall continue until
such person's successor as a Director is designated or until such person's
resignation or removal as a Director in accordance with the LLC Agreement. Each
of the undersigned agrees and acknowledges that it has been designated as a
"manager" of the Company within the meaning of the Delaware Limited Liability
Company Act.

       2.     Until the date which is one year and one day after the date on
which no Obligation (as defined in the LLC Agreement) remains outstanding, each
of the undersigned agrees, solely in its capacity as a creditor of the Company
on account of any indemnification or other payment owing to the undersigned by
the Company, (A) not to acquiesce, petition or otherwise invoke or cause the
Company to invoke the process of any court or governmental authority for the
purpose of commencing or sustaining a case against the Company under any federal
or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Company or any substantial part of the property of the Company, or
ordering the winding up or liquidation of the affairs of the Company, and (B)
not to join with or cooperate or encourage any other Person to do any of the
foregoing.

       3.     THIS DIRECTORS' AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

                                      C-1
<PAGE>


       Initially capitalized terms used and not otherwise defined herein have
the meanings set forth in the LLC Agreement.

       This Directors' Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Directors' Agreement and all
of which together shall constitute one and the same instrument.

       IN WITNESS WHEREOF, the undersigned have executed this Directors'
Agreement as of the day and year first above written.



                                           -------------------------------------
                                           Joseph J. Kennedy



                                           -------------------------------------
                                           Christian A. Larsen



                                           -------------------------------------
                                           Steven M. Majerus



                                           -------------------------------------
                                           Matthew J. Roberts



                                           -------------------------------------
                                           Benjamin B. Abedine



                                           -------------------------------------
                                           Dean A. Christiansen

                                      C-2
<PAGE>


                                   SCHEDULE D


       DIRECTORS

1.     Joseph J. Kennedy

2.     Christian A. Larsen

3.     Steven M. Majerus

4.     Matthew J. Roberts

5.     Benjamin B. Abedine

6.     Dean A. Christiansen


                                      D-1
<PAGE>


                                   SCHEDULE E


OFFICERS                                                     TITLE

Steven M. Majerus                                            President

Edward A. Giedgowd                                           Secretary

Matthew J. Roberts                                           Treasurer



                                      E-1