*Confidential Treatment Requested

Exhibit 10.15

AUTO LOAN PURCHASE AND SALE AGREEMENT



This Auto Loan Purchase and Sale Agreement ("Agreement") is
made on May ___, 2002 (the "Effective Date"), by and betweenTriad Financial Corporation, d/b/a/ RoadLoans.com, a California corporation
with its principal office at 5201 Rufe Snow Drive, North Richland Hills, TX
76180 ("Correspondent") and E-LOAN, Inc., a Delaware corporation with its
principal office at 5875 Arnold Road, Dublin, CA 94568 ("E-LOAN").

WHEREAS, E-LOAN maintains a website at www.eloan.com, and is engaged in the business
of, among other things, origination and sale of loans to consumers for the
purchase or refinance of motor vehicles ("Loans");

WHEREAS, E-LOAN desires to provide a broad range of available financing for
consumers seeking Loans;

WHEREAS, E-LOAN and Correspondent desire to enter into an arrangement whereby
E-LOAN will sell Loans to Correspondent based on Correspondent's underwriting
criteria;

NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, E-LOAN and Correspondent hereby
agree as follows:



1.	Sale and Delivery of Loans.

1.1 	Sale and Purchase of Loans.  From time to time during
the Term of this Agreement, E-LOAN shall sell, assign, transfer, convey and
deliver to Correspondent, and Correspondent shall purchase from E-LOAN, without
recourse and on a servicing released basis, all right, title and interest in and
to Loans as provided in this Agreement.

1.2	Offer.  From time to time during the Term of this
Agreement, E-LOAN shall submit, for Correspondent's review and approval, an
offer to sell one or more prospective Loans (each, an "Offer") under the terms
of this Agreement. Each Offer shall be in a format acceptable to Correspondent,
and shall include the items and information set forth on Exhibit A, which
shall include the application relating to each offered Loan and such other
information as mutually agreed by the parties.  In determining whether to submit
an Offer to Correspondent, E-LOAN shall apply Correspondent's underwriting and
other criteria for purchase of Loans subject to this Agreement as set forth on
Exhibit B ("Purchase Criteria") to the Loan application, and
shall only submit Offers that E-LOAN reasonably believes satisfy the Purchase
Criteria.  E-LOAN is not obligated to offer to sell any Loans or prospective
Loans to Correspondent.

1.3	Acceptance. On or before the Offer Expiration set forth on
Exhibit
A, Correspondent shall, in its sole discretion, accept or reject the offer,
and shall inform E-LOAN of its decision.  In determining whether to accept or
reject an Offer, Correspondent shall apply the Purchase Criteria to each Loan
offered for sale.  If Correspondent accepts an Offer, Correspondent shall
electronically transmit to E-LOAN a Confirmation with respect to each
prospective Loan to be purchased.  The Confirmation shall include the
information set forth on Exhibit C, and shall include a clear description
of the conditions that must be met in order for Correspondent to purchase the
Loan.  Transmission of a Confirmation shall constitute acceptance of E-LOAN's
Offer, and Correspondent shall be obligated to purchase the prospective Loan,
provided that all conditions set forth in the Confirmation are met and the Loan
is funded by E-LOAN prior to expiration of the Confirmation. If E-LOAN does not
fund a prospective Loan and fulfill all conditions set forth in the Confirmation
within sixty (60) days of E-LOAN's receipt of the Confirmation, the Confirmation
shall expire, and Correspondent shall have no obligation to purchase the Loan.
E-LOAN agrees that it will not offer for sale to any person other than
Correspondent any Loan for which a Confirmation has been issued and is
outstanding.  Upon expiration of a Confirmation, E-LOAN shall be free to sell or
offer to sell the subject Loan to any other person. In the absence of a
Confirmation issued by Correspondent with respect to a Loan, Correspondent is
not obligated to purchase any Loan offered for sale by E-LOAN.

1.4	Funding and Delivery of Loans.E-LOAN shall use its
best efforts to fulfill all conditions set forth in a Confirmation, and to fund
the subject Loans prior to expiration of a Confirmation; however, E-LOAN is not
obligated to fund or sell any Loans to Correspondent, whether or not a
Confirmation has been issued by Correspondent with respect to the subject Loan.
Upon funding of a Loan subject to a Confirmation, E-LOAN shall immediately
deliver to Correspondent, the loan documents and items set forth on Exhibit
D, together with any other items required by the Confirmation relating to
the subject Loan, evidencing funding and fulfillment of all conditions of the
Confirmation ("Required Documents").

1.5	Payment; Transfer. With respect to each Loan sold,
Correspondent shall pay E-LOAN the amount set forth on Exhibit E
("Purchase Price"), in the manner, and by the time limits set forth in
Exhibit E.  The Purchase Price shall be the principal amount of the Loan,
plus such additional compensation as the parties agree. Upon receipt by E-LOAN
of the portion of the Purchase Price representing the principal balance of the
Loan ("Transfer Date"), the Loan, and all rights, benefits, payments, proceeds
and obligations arising from or in connection with the Loan, together with any
lien or security interest in the vehicle serving as collateral for the Loan,
shall vest in Correspondent. Until the Transfer Date, E-LOAN shall own and
control the application and all documentation relating to a prospective Loan to
be sold.  All Loans sold under this Agreement shall be sold without recourse, on
a servicing released basis.  With respect to each Loan as to which E-LOAN has
not delivered to Correspondent all Required Documents prior to expiration of the
Confirmation related to such Loan, Correspondent shall have no obligation to
purchase the subject Loan.

2.  	Covenants.

2.1 	Compliance with Law.   Each party shall comply
with all federal, state and local laws and regulations applicable to this
Agreement and the respective party's obligations hereunder, including without
limitation all consumer protection laws, the federal Equal Credit Opportunity
Act, Real Estate Settlement Procedures Act, Truth in Lending Act, Fair Credit
Reporting Act and Fair Debt Collection Practices Act and each of their
respective regulations ("Applicable Law").  E-LOAN shall provide prior written
notice to Correspondent of any changes to the form documents for Loans, and
shall update the forms as necessary to comply with Applicable Law.
Correspondent shall provide prior written notice to E-LOAN of any changes to the
Purchase Criteria, and shall update the Purchase Criteria as necessary to comply
with Applicable Law.



2.2	Post-Closing Payments and Documents. All monies and
documents related to a Loan received by E-LOAN after the transfer of title to
any Loan shall be promptly turned over to Correspondent.

2.3	Limited Power of Attorney. E-LOAN hereby appoints
Correspondent, its agents, employees, successors and assigns, as its attorney in
fact, with the full power of substitution, for the limited purpose of (1)
endorsing E-LOAN's name on any checks, drafts, money orders or other forms of
payment payable to E-LOAN that may come into Correspondent's possession with
respect to any Loan purchased by Correspondent under this Agreement, and (2)
executing any form or document necessary to effectuate the assignment of a Loan
in accordance with this Agreement, or to create, perfect, assign or release a
first priority security interest in a vehicle securing a Loan in favor of
Correspondent.

2.4	Non-Discrimination.Correspondent's credit underwriting
standards and Purchase Criteria comply with, and as such standards and Criteria
may be revised from time to time throughout the term of this Agreement shall
remain in compliance with, the anti-discrimination and other requirements of
Applicable Law.  E-LOAN's loan origination practices comply with, and as such
origination practices may be revised from time to time throughout the term of
this Agreement shall remain in compliance with, the anti-discrimination and
other requirements of Applicable Law.

2.5	Record Retention.  Each party shall, at its own expense,
maintain data, information, records and documents relating to Loans offered for
sale or sold pursuant to this Agreement, in such manner and for such time period
as is required by Applicable Law.   Each party shall cooperate with one another
and make such Loan records available to regulatory authorities to satisfy state
or federal audit requirements.  If a party has reasonable grounds to believe a
default has occurred under this Agreement, that party shall have the right to
review the records of the other party upon reasonable notice, provided that the
requesting party shall be entitled to review only those records necessary to
determine existence and extent of the default.



2.6	Performance Reports.  Within fifteen (15) days after
the end of each calendar month during the Term of this Agreement, Correspondent
shall provide to E-LOAN a report showing (i) the number of Loans purchased by
Correspondent during the preceding month; (ii) the principal balance of each
Loan purchased by Correspondent during the preceding month; (iii) the number of
Loans purchased by Correspondent since the Effective Date having delinquencies
of 30-59 days, 60-90 days, and over 90 days, respectively; (iv) the number of
Loans purchased by Correspondent since the Effective Date that have been charged
off; and (v) the number of Loans purchased by Correspondent since the Effective
Date for which the vehicle securing the Loan has been repossessed, showing the
date of each repossession.

2.7	Mutual Cooperation.During the term of this Agreement, the
parties agree to cooperate with and assist each other, as reasonably requested,
in carrying out the covenants, agreements, duties and responsibilities of one
another under this Agreement, and shall from time to time, execute, acknowledge
and deliver such additional instruments, assignments, endorsements, and
documents as may reasonably be required or appropriate to facilitate the
performance of this Agreement. Both parties shall work together with
respect to coordinating the systems requirements for establishing and
maintaining electronic connectivity, and each party shall bear its own expenses
with respect thereto.



2.8	No Solicitation.  With respect to each Loan sold to
Correspondent under this Agreement, E-LOAN agrees that for six (6) months from
the Transfer Date of the subject Loan, E-LOAN will not directly solicit the
respective borrowers to apply for, or offer to such borrowers, any auto-secured
loan product to refinance the Loan.

3.	Representations and Warranties of the Parties.   As of
the date of this Agreement, and throughout the Term, each party hereby
represents and warrants to the other party that:

3.1	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 standing under the laws of, the
jurisdiction of its organization and each jurisdiction in which it performs or
will perform its obligations under this Agreement, or is otherwise doing
business or is otherwise exempt under applicable Law from such
qualification.

3.2	Authority and Capacity.  Each party has the power,
authority and capacity to execute, deliver, and perform its obligations under
this Agreement. Each party's execution, delivery and performance of this
Agreement have been duly authorized by all necessary corporate action. This
Agreement constitutes a valid and legally binding agreement enforceable in
accordance with its terms, subject to bankruptcy laws and other similar laws of
general application affecting rights of creditors and subject to the application
of the rules of equity, including those respecting the availability of specific
performance.

3.3	Consent; Litigation.   No consent or approval of any
other party or any court or governmental authority is required in connection
with the execution, delivery, performance, validity or enforceability of this
Agreement.  There is no pending claim, cause of action, governmental action or
litigation that, if determined adversely, would affect the party's ability to
perform its obligations hereunder.  This Agreement will not result in a default
under any other agreement to which the party is bound.

3.4	Licenses.   All necessary qualifications and licenses
required by applicable law to conduct business as contemplated by this Agreement
in all states where Loans are purchased and sold hereunder have been obtained,
and will be maintained in good standing.

4.  	Additional Representations and Warranties of E-LOAN.
  As of each and every Transfer Date, E-LOAN hereby represents and
warrants to Correspondent with respect to each Loan being sold that:

4.1	Valid Loans.  Each Loan is bona fide, valid, genuine
and legally enforceable according to its terms and is duly and properly executed
by the parties shown as borrowers who were, to the best of E-LOAN's knowledge,
competent and had full legal capacity to enter into such Loan at the time they
executed the same.  To the best of E-LOAN's knowledge, (1) there are no claims
or defenses with respect to any Loan; (2) no Loan, or the obligations of any
borrower, guarantor or surety with respect to any Loan, has been obtained by
fraud or fraudulent representations; (3) no oral or written agreement exists or
will exist whereby any of the terms of any Loan has been varied in any way; (4)
the information provided to Correspondent in connection with each Loan is
complete, true and correct; and (5) none of the borrowers, guarantors or
sureties on the Loans are deceased, and none of such persons are the subject of
any bankruptcy or other legal proceedings.

4.2	Loans Comply with Law.   The form of each Loan and the
transactions contemplated by the Loan comply with, and have been entered into in
compliance with, all applicable law, and all required disclosures and notices
have been given in compliance with all applicable law. Any applicable period
during which the borrower may rescind the Loan has expired, and all Loan
proceeds have been fully disbursed.



4.3	No Default.  All payments required under each Loan have been
made up to the date the Loan is sold.  There is no default, breach, violation or
event of acceleration existing under the terms of each Loan nor has any event
occurred which, upon the giving of notice or the lapse of time, or both, would
constitute a default, breach, violation or event of acceleration under the Loan.

4.4	Title and Insurance.  For each Loan for which the purchase
price has been paid, the certificate of title to each vehicle securing a loan
shall list E-LOAN, Correspondent or its designated nominee (as the parties shall
mutually agree) as the first and only lienholder on the certificate of title
application or registration and on the required physical damage insurance
policies and loss payable clauses relating to the vehicle securing the Loan.

4.5	Origination of Loans. Except as disclosed in writing to
Correspondent and accepted by Correspondent prior to the Closing Date, each Loan
has been originated in accordance with the Purchase Criteria and the terms and
conditions of the applicable Confirmation.

4.6	Status of Loan.  The information that appears on E-LOAN's
accounting and all other pertinent records pertaining to any Loan
accurately reflect the true status of each Loan.

4.7	Ownership of Loans. E-LOAN is the sole owner of each Loan
and has good and marketable title thereto, and has the right to assign, sell and
transfer the Loan to Correspondent free and clear of any encumbrance, lien,
pledge, charge, claim or security interest. E-LOAN has not sold, assigned or
otherwise transferred any right or interest in or to the Loan and has not
pledged the Loan as collateral for any debt or other purpose.

4.8	Sale Treatment. The sale of each Loan shall be reflected on E-LOAN's
balance sheet and other financial statements as a sale of assets by E-LOAN, and
E-LOAN shall not take any action or omit to take any action which
would cause the transfer of the Loans to Correspondent to be treated as anything
other than a sale to Correspondent of all of E-LOAN's right, title and interest
in and to each Loan.

4.9	Insurance.  Each vehicle securing a Loan is insured against
loss under a policy issued by an insurer reasonably acceptable to Correspondent
and qualified to do business in the state where the vehicle is located, in a
form such that it may be endorsed to Correspondent as loss payee.  To the best
of E-LOAN's knowledge, there are no facts or circumstances that could provide a
basis for revocation of, or a defense to any claims made under, any insurance
policy covering a vehicle.

5.	Indemnification  & Remedies.

5.1	Indemnification. 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
reasonable attorneys' fees and expenses) incurred by Indemnitee arising out of
or resulting from any breach of any warranty, representation covenant or
obligation of Indemnitor under this Agreement.

5.2	Indemnification Procedures. After either party obtains
knowledge of any claim, action, suit or proceeding (collectively a
"Claim") for which it believes is entitled to indemnification under
this Agreement, it shall promptly notify the other party of such Claim in
writing within ten (10) days after such knowledge.  Each party shall cooperate
with the other in every reasonable manner (at the Indemnitor's sole expense) to
facilitate the defense of any Claim subject to indemnification hereunder.
Indemnitee's failure to promptly notify Indemnitor of a Claim shall not relieve
the Indemnitor from any liability under this Section to the extent that
Indemnitor is not materially adversely affected by such delay.  With respect to
each such notice, the Indemnitor shall, at the Indemnitee's option, immediately
take all action necessary to minimize any risk or loss to the Indemnitee,
including retaining counsel satisfactory to the Indemnitee and take such other
actions as are necessary to defend the Indemnitee or to discharge the indemnity
obligations under this Section.  If the Indemnitor does not timely and
adequately conduct such defense, 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 right of
indemnification under this Section.  The Indemnitor shall pay on demand any
liability incurred by the Indemnitee under this Section. The Indemnitor shall
not settle any claim in which the Indemnitee is named without the prior written
consent of the Indemnitee, which consent shall not be unreasonably withheld.
The Indemnitee shall have the right to be represented by counsel at its own
expense in any such contest, defense, litigation or settlement conducted by the
Indemnitor.

5.3	Repurchase.  The purchase and sale of Loans under this
Agreement shall be without recourse to E-LOAN, except for the representations,
warranties, covenants and agreements set forth in this Agreement.
Notwithstanding the foregoing, in the event there is a material breach by E-LOAN
of any covenant, representation, warranty or agreement under this Agreement
which remains uncured for ninety (90) days and involves, relates to, or affects
any Loan sold to Correspondent under this Agreement, E-LOAN shall repurchase the
affected Loan from Correspondent for the outstanding balance of principal and
accrued but unpaid interest on such Loan.  Upon discovery of a suspected breach,
Correspondent shall provide E-LOAN with written notice specifying the breach.
In the event of such repurchase, Correspondent shall assign the affected Loan to
E-LOAN without recourse and without representation or warranties, expressed or
implied.



5.4	Survival of Remedies. This Section shall survive
termination of the Agreement.

6.	Term and Termination.



6.1	Term.  Unless this Agreement is terminated
earlier as provided below, this Agreement shall have an initial term of one (1)
year commencing on the Effective Date, and shall automatically renew for
successive one (1) year term periods.  The initial term, together with any
renewal terms, shall be referred to herein as the "Term."

6.2	Termination.  Notwithstanding the foregoing, this
Agreement may be terminated as follows:

(i) This Agreement may be terminated for convenience, without cause, at
any time during the Term, by either party upon not less than thirty (30) days
prior written notice to the other party; or

(ii) This Agreement may be terminated by either party immediately
upon written notice to the other party  (a) if the other party breaches any
warranty, representation, covenant or obligation under this Agreement and fails
to cure such breach within thirty (30) calendar days of receiving written notice
of the breach from the non-breaching party; (b) if a party has reasonable cause
to believe that the other party will not be able to perform its obligations
under this Agreement; (c) if there occurs a change of (25%) or more of the
ownership of the other party; (d) if a material adverse change occurs in the
financial condition of the other party; or (e) if the other party is subject to
a dissolution, receivership, liquidation, insolvency, conservatorship,
consolidation, reorganization, sale of substantially all of its assets,
cessation of business, voluntary or involuntary bankruptcy.

6.3	Effect of Termination; Survival.  The termination of
this Agreement shall not affect the rights and obligations of the parties with
respect to Loans for which Confirmations have previously been issued ("Pipeline
Loans"), or transactions and occurrences that take place prior to the effective
date of termination, and Correspondent shall purchase Pipeline Loans as provided
in Section 1.3 if all conditions set forth in the Confirmation are met, except
as otherwise provided by Applicable Law.

7.	Customer Privacy and Confidentiality of Information.

7.1	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 all information
concerning the other party's proprietary business procedures, products,
services, operations, marketing materials, fees, policies or plans and all
Nonpublic Personal Information of the 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 such party
(collectively "Confidential Information"). "Nonpublic Personal Information"
shall include all personally identifiable financial information and any list,
description or other grouping of consumers, and publicly available information
pertaining to them, that is derived using any personally identifiable financial
information that is not publicly available, and shall further include all
"nonpublic personal information" as defined by federal regulations implementing
the Gramm-Leach-Bliley Act, as amended from time to time. "Personally
identifiable financial information" means any information a consumer provides to
a party in order to obtain a financial product or service, any information a
party otherwise obtains about a consumer in connection with providing a
financial product or service to that consumer, and any information about a
consumer resulting from any transaction involving a financial product or service
between a party and a consumer. Personally identifiable information may include,
without limitation, a consumer's first and 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.

7.2	Use of Confidential Information. For as long as Confidential
Information is in possession of a Party, such party shall take reasonable steps,
at least substantially equivalent to the steps it takes to protect its own
proprietary information, to prevent the use, duplications or disclosure of
Confidential Information, other than, by or to its employees or agents who are
directly involved in negotiating or performing this Agreement and who are
apprised of their obligations under this Section and directed by the receiving
party to treat such information confidentially, or except as required by law or
by a supervising regulatory agency of a receiving party (with information as to
the amount of, and manner of calculating the Purchase Price redacted where
permitted). Neither party shall disclose, share, rent, sell or transfer to any
third party any Confidential Information. The parties shall use Confidential
Information only as necessary to perform this Agreement.

7.3	Privacy Notice and Privacy Policy. Each party's Privacy Notices
and Privacy Policies are consistent with the Federal Trade Commission's
procedures, rules and regulations, as applicable and as amended from time to
time, and comply with acceptable trade practices.

7.4	Remedies.  Upon the request of the disclosing party, the other
party shall promptly return all Confidential Information received in connection
with the transaction, and shall promptly destroy such materials containing such
information (and any copies, extracts, and summaries thereof) and shall further
provide the other party with written confirmation of such return or destruction
upon request. In the event a party discovers that Confidential Information has
been used in an unauthorized manner or disclosed in violation of this Section,
the party discovering the unauthorized use or disclosure shall immediately
notify the other party of such event, and the disclosing party shall indemnify
and hold the other party harmless from all claims, damage, liability, costs and
expenses (including court costs and reasonable attorneys' fees) arising or
resulting from the unauthorized use or disclosure. In addition, the non-
disclosing party shall be entitled to all other remedies available at law or
equity, including injunctive relief.

8.	Miscellaneous.

8.1	Public Announcement.  The timing and content of any
advertisements, announcements, press releases or other promotional activity
relating to this Agreement, and the use of each other's name or trademarks shall
be subject to the prior approval of both parties.

8.2	Assignment.  Neither party may assign this Agreement
without the prior written consent of the other party.

8.3	No Agency Relationship.  The relationship between E-LOAN
and Correspondent shall not be construed as a joint venture, partnership or
principal-agent relationship, and under no circumstances shall any of the
employees of one party be deemed to be employees of the other party for any
purpose.  This Agreement shall not be construed as authority for either party to
act for the other in any agency or any other capacity, except as expressly set
forth in this Agreement.

8.4	Third Party Beneficiaries.  This Agreement is not intended
and shall not be construed to create any rights or benefits upon any person not
a party to this Agreement.

8.5  	Costs and Expenses.Unless specifically provided for
elsewhere in this Agreement, each party will bear its own costs and expenses,
including legal fees, accounting fees and taxes incurred in connection with the
negotiation and performance of this Agreement.

8.6	Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed given (i) three business days after being deposited in the U.S. mail,
first class, postage prepaid, (ii) upon transmission, if sent by facsimile
transmission, or (iii) upon delivery, if served personally or sent by any
generally recognized overnight delivery service, to the following addresses:

(a) If to E-LOAN, to:

E-LOAN, Inc.
   5875 Arnold Road
   Dublin, CA 94568
   Attn: John Orta
   Facsimile no. (925) 556-2687

with a copy to Edward A. Giedgowd, E-LOAN's Counsel at the same address,
facsimile no. (925)803-3503.

(b) If to Correspondent, to:

RoadLoans.com
   5201 Rufe Snow Drive
   North Richland Hills, TX 76180
   Attn: Chris Goodman
   Facsimile no. _____________

With a copy to Debra Glasser, Vice President - Legal, at the same
address.



8.7	Entire Agreement.  This Agreement, including any
exhibits or other documents attached hereto or referenced herein, each of which
is hereby incorporated into this Agreement and made an integral part hereof,
constitutes the entire agreement between the parties relating to the subject
matter hereof and there are no representations, warranties or commitments except
as set forth herein.  This Agreement supersedes all prior understandings,
negotiations and discussions, written or oral, of the parties relating to the
transactions contemplated by this Agreement.



8.8	Modification.  This Agreement may not be changed orally
but only by an agreement in writing, signed by the party against whom
enforcement of any waiver, change, modification, or discharge is sought.

8.9	Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

8.10	Provisions Severable. If any provision of this
Agreement shall be or become wholly or partially invalid, illegal or
unenforceable, such provision shall be enforced to the extent that its legal and
valid and the validity, legality and enforceability of the remaining provisions
shall in no way be affected or impaired. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors,
legal representatives and permitted assigns.

8.11	Waivers; Cumulative Remedies.  No failure or delay by
a party to insist upon the strict performance of any term or condition under
this Agreement or to exercise any right or remedy available under this Agreement
at law or in equity, shall imply or otherwise constitute a waiver of such right
or remedy, and no single or partial exercise of any right or remedy by any party
will preclude exercise of any other right or remedy.  All rights and remedies
provided in this Agreement are cumulative and not alternative; and are in
addition to all other available remedies at law or in equity.

8.12	Limitation of Liability. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
UNDER THIS AGREEMENT FOR ANY DAMAGES OR CLAIMS FOR LOST PROFITS OR
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

8.13	Waiver of Jury Trial.  EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8.14	Counterparts.  This Agreement may be executed in two
or more counterparts, each of which together shall be deemed an original, but
all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement, effective
as of the Effective Date written above.

|Triad Financial Corporation, d/b/a/ RoadLoans.com | E-LOAN, Inc.               
|------------------------------------------------- | ---------------------------
|By:_______________________                        | By:_______________________ 
|                                                 
|Title:_____________________                       | Title:_____________________
|                                                 
|Date:_____________________                        | Date:_____________________ 

---

*Confidential Treatment Requested

Exhibit A



Documents to be Submitted by E-Loan with Offers to
Sell a Loan



|Product:
Loan amount:
Term:                                                                                                                                                                                                                         | Make*:
Model*:
Year*:
Vehicle Mileage*:
*for refinance Loans only                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Primary Applicant Information:                                                                                                                                                                                                                      | Co-Applicant Information:                                                                                                                                                                                                                          
|Primary applicant name:
Primary applicant SSN:
Primary applicant score:
Birthdate:                                                                                                                                                                  | Co-applicant name:
Co-applicant SSN:
Co-applicant score:
Birthdate:                                                                                                                                                                                
|Current residence:
Home phone number:
Time at current residence:
Rent/Mortgage payment:
Residence status (rent/buy):

If less than 2 years at current residence:
Previous residence:
Time at previous residence:                                    | Current residence:
Home phone number:
Time at current residence:
Rent/Mortgage payment:
Residence status (rent/buy):

If less than 2 years at current residence:
Previous residence:
Time at previous residence:                                   
|Name of Employer:
Employer address:
Employer phone:
Occupation:
Time on job:

If less than 2 years with current employer:
Name of previous employer:
Previous employer address:
Previous employer phone:
Previous occupation:
Time on previous job: | Name of Employer:
Employer Address:
Employer phone:
Occupation:
Time on job:

If less than 2 years with current employer:
Name of previous employer:
Previous employer address:
Previous employer phone:
Previous occupation:
Time on previous job:
|Gross monthly income:                                                                                                                                                                                                                               | Gross monthly income:                                                                                                                                                                                                                              
|Offer Expiration: Offer expires in two (2)
hours from the time of submittal of the above information to
Correspondent.                                                                                                                             

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*Confidential Treatment Requested

Exhibit B



Purchase Criteria



Applicants to be submitted to RoadLoans.com underwriters for
decision:



- [ ** ]
- [ ** ]
- [ ** ]
- [ ** ]
- [ ** ]
- [ ** ]
- [ ** ]



Notes:



1. Customer residence must be in a state in which the
correspondence and E-LOAN have mutually agreed that both parties are willing and
able to do business.
2. Approvals good for 60 days.

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*Confidential Treatment Requested

Exhibit C



Information to be Included with Loan Confirmation



The Loan Confirmation will include the following:



For Approvals:

- Date and time of the credit decision

- Application number
- Decisioning Lender contact information
- Applicant name (and Co-Applicant, if applicable)
- Approved Amount
- Maximum Loan to Value % (for new and used)
- APR Rate (for new and used)
- Term



For Declinations:

- Date and time of credit decision
- Application number
- Decisioning Lender contact information
- Applicant name (and Co-Applicant, if applicable)
- Up to four (4) ECOA reasons for not approving the
application as submitted

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*Confidential Treatment Requested

Exhibit D



Required Documents



- Note and Security Agreement (estimated)
- Note and Security Agreement (final)
- Copy of front and back of Documentary Draft
- Proof of Insurance
- Title Application
- Sale Contract (New Vehicle)
- Bill of Sale or Buyers Order (Used Vehicle)
- Odometer Statement (Used Vehicle)
- Warranty Certificate (if applicable)

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*Confidential Treatment Requested

Exhibit E



Purchase Price



- With respect to each Loan made, Correspondent shall pay E-LOAN via ACH the
Principal Balance of each Loan within 48 hours of receipt of the Required
Documents for such Loan.  Payment shall be made into the following collection
account:

Bank One, NA/E-LOAN, Inc. Collection Account

Account #[ ** ]

Bank One, NA, Columbus, Ohio

ABA [ ** ]

Attn:  Kelly Maloney

Calculation and payment of Additional Compensation shall be as shown
below.

- As additional compensation for E-LOAN's performance of Services hereunder,
Correspondent will pay E-LOAN a fee equal to $[ ** ] ("Origination
Fee") for each Loan purchased under this Agreement.  On or before the
10th of each month, Correspondent shall pay E-LOAN the aggregate
Origination Fees for all Loans made in the prior calendar month pursuant to this
Agreement.

- Accrued interest on each Loan purchased under this Agreement from the Loan
contract date through the Transfer Date.

*Confidential Treatment Requested

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